Company Registration No. 08761997 (England and Wales)
KICKGAME LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
KICKGAME LIMITED
COMPANY INFORMATION
Director
Mr P Basran
Company number
08761997
Registered office
2nd Floor, 201 Great Portland Street
Marylebone
London
W1W 5AB
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
KICKGAME LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Director's responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
KICKGAME LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -

The director presents the strategic report for the year ended 31 January 2024.

Review of business and future developments

The group’s principal activity during the year continued to be that of a premium footwear and apparel retailer, trading online and in-store.

 

Revenue for the year ending 31 January 2024 was £16.5m (2023: £33.5m). The group regularly reviews its operations and during the year and after year end it closed several pop-up shops in the UK and Italy. This allowed the group to focus during 2024 on online trading, its leading stores and content production for its successful YouTube channel.

 

The group realised efficiencies in its operations during the year and after year end, including closing the subsidiary businesses in Netherlands and Italy. These changes incurred one-off costs and reduced margin due to stock clearance in order to focus long term on sustainably profitable growth, rather than revenue growth which was the primary focus in previous years.

 

After the year end, a change of shareholder control accelerated business improvement initiatives, including appointment of a new management team, new brand partnerships and a new, high profile brand ambassador.

 

The director has not recommended a dividend (2023 - £nil).

Principal risks and uncertainties

The principal risk that could materially affect the business, revenue, net income, net assets or liquidity is general economic and counterparty risk.

 

Credit risk

Credit risk represents the potential for loss due to the default or deterioration in the credit quality of a counterparty. Credit risk is managed by reviewing the credit quality of the counterparties. The group’s maximum exposure to credit risk is equivalent to the carrying value of its receivables. The group’s credit exposures are described further below:

 

Cash at bank: To mitigate the risk of credit loss, the group places substantially all of its deposits with highly-rated banks.

 

Trade and other receivables: The group is exposed to credit risk from its amounts due from third parties. As at 31 January 2024, the group expected payment in full of trade and other receivables.

 

Currency risk

Currency risk is the risk that the group is exposed to fluctuations in foreign exchange rates leading to losses or variation of trade receivables and payables values (transaction and translation currency risk). The risk is managed by regular reviews of the foreign currency positions.

 

Liquidity risk

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group seeks to manage liquidity risk by regularly forecasting future cashflows to ensure sufficient funds are available to meet the group’s financial obligations for the foreseeable future.

 

Interest rate risk

Interest rate risk is the risk that the group will incur higher costs due to increases in market interest rates on borrowing. The director does not consider the company to be exposed to significant interest rate risk due to the short term nature of its borrowing facilities.

Key performance indicators

The group’s key performance indicators are revenue, gross profit margin and EBITDA.

 

Revenue was £16.5m (2023: £33.5m), gross margin was 18.1% (2023: 29.4%) and EBITDA was (£5.6)m (2023: (£1.0)m), reflecting the business changes described above.

KICKGAME LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -

On behalf of the board

Mr P Basran
Director
14 April 2025
KICKGAME LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -

The director presents the annual report and financial statements for the year ended 31 January 2024.

Principal activities

The principal activity of the company and group continued to be that of a premium footwear and apparel retailer.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

No preference dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr P Basran
Mr R Franks
(Resigned 11 June 2024)
Mr D Franks
(Resigned 11 June 2024)
Auditor

The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so with respect to future developments.

Going concern

In preparing these financial statements, the director has reviewed trading and cash forecasts for the next 12 months and considers that these appropriately demonstrate the ability of the group to meet its obligations. These are based on a prudent estimate of trading income and debt and equity fundraising, taking into account the business’ track record of successful fundraising and funds raised during 2024. The director regularly reviews performance and the risks facing the business and, where appropriate, adjust the strategy of the business accordingly.

 

After considering the forecasts including cost reduction initiatives identified and implemented, further available mitigating actions, losses incurred, new management team, new brand partnerships and making appropriate enquiries, the director has a reasonable expectation that the group has adequate resources to continue in operation for the foreseeable future and for at least one year from the date that these financial statements were approved. In this period the business may also raise further equity or debt funding. For these reasons, the director continues to adopt the going concern basis in preparing the financial statements and have a positive outlook to growth.

 

KICKGAME LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
On behalf of the board
Mr P Basran
Director
14 April 2025
KICKGAME LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024
- 5 -

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

KICKGAME LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KICKGAME LIMITED
- 6 -
Opinion

We have audited the financial statements of KickGame Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

KICKGAME LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KICKGAME LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

  1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the group and company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.

  2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

  3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

    1. Reviewing the controls set in place by management;

    2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

    3. Challenging management assumptions with regard to accounting estimates; and

    4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

KICKGAME LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KICKGAME LIMITED
- 8 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Nikolaos Ioannidis
Senior Statutory Auditor
For and on behalf of
14 April 2025
Shaw Gibbs (Audit) Limited
Chartered Certified Accountants
Statutory Auditor
264 Banbury Road
Oxford
OX2 7DY
KICKGAME LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 9 -
Continuing
Discontinued
31 January
Continuing
Discontinued
31 January
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
Turnover
3
15,113,043
1,407,792
16,520,835
32,940,344
531,800
33,472,144
Cost of sales
(12,396,703)
(1,123,339)
(13,520,042)
(23,186,714)
(439,777)
(23,626,491)
Gross profit
2,716,340
284,453
3,000,793
9,753,630
92,023
9,845,653
Administrative expenses
(7,703,173)
(1,397,434)
(9,100,607)
(10,621,189)
(444,845)
(11,066,034)
Other operating income
107,867
-
107,867
-
-
-
Exceptional items
4
(1,240,056)
-
(1,240,056)
-
-
-
Operating loss
5
(6,119,022)
(1,112,981)
(7,232,003)
(867,559)
(352,822)
(1,220,381)
Interest receivable and similar income
9
426
-
426
-
-
-
Interest payable and similar expenses
10
(388,179)
(551)
(388,730)
(449,554)
-
(449,554)
Loss before taxation
(6,506,775)
(1,113,532)
(7,620,307)
(1,317,113)
(352,822)
(1,669,935)
Tax on loss
11
159,464
-
159,464
(84,113)
-
(84,113)
Loss for the financial year
(6,347,311)
(1,113,532)
(7,460,843)
(1,401,226)
(352,822)
(1,754,048)
Other comprehensive income
Currency translation differences
24,765
21,319
Total comprehensive income for the year
(7,436,078)
(1,732,729)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company. Further details of the discontinued operations can be found in note 12.
KICKGAME LIMITED
GROUP BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
13
923,338
645,867
Tangible assets
14
245,932
984,513
1,169,270
1,630,380
Current assets
Stocks
18
1,194,381
7,844,564
Debtors
19
508,075
969,624
Cash at bank and in hand
143,594
425,429
1,846,050
9,239,617
Creditors: amounts falling due within one year
20
(6,955,942)
(7,298,182)
Net current (liabilities)/assets
(5,109,892)
1,941,435
Total assets less current liabilities
(3,940,622)
3,571,815
Provisions for liabilities
Deferred tax liability
22
-
0
159,464
-
(159,464)
Net (liabilities)/assets
(3,940,622)
3,412,351
Capital and reserves
Called up share capital
25
332
332
Share premium account
5,875,036
5,875,036
Other reserves
208,538
125,433
Profit and loss reserves
(10,024,528)
(2,588,450)
Total equity
(3,940,622)
3,412,351
The financial statements were approved by the board of directors and authorised for issue on 14 April 2025 and are signed on its behalf by:
14 April 2025
Mr P  Basran
Director
Company registration number 08761997 (England and Wales)
KICKGAME LIMITED
COMPANY BALANCE SHEET
AS AT 31 JANUARY 2024
31 January 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
13
923,338
645,867
Tangible assets
14
176,094
886,821
Investments
15
-
0
85
1,099,432
1,532,773
Current assets
Stocks
18
1,081,345
7,138,476
Debtors
19
506,867
959,448
Cash at bank and in hand
98,950
255,956
1,687,162
8,353,880
Creditors: amounts falling due within one year
20
(6,528,234)
(7,200,685)
Net current (liabilities)/assets
(4,841,072)
1,153,195
Total assets less current liabilities
(3,741,640)
2,685,968
Provisions for liabilities
Deferred tax liability
22
-
0
159,464
-
(159,464)
Net (liabilities)/assets
(3,741,640)
2,526,504
Capital and reserves
Called up share capital
25
332
332
Share premium account
5,875,036
5,875,036
Other reserves
208,538
125,433
Profit and loss reserves
(9,825,546)
(3,474,297)
Total equity
(3,741,640)
2,526,504

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £6,351,250 (2023: £2,761,783 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 14 April 2025 and are signed on its behalf by:
14 April 2025
Mr P  Basran
Director
Company registration number 08761997 (England and Wales)
KICKGAME LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 12 -
Share capital
Share premium account
Share option reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 February 2022
332
5,875,036
44,782
(855,721)
5,064,429
Year ended 31 January 2023:
Loss for the year
-
-
-
(1,754,048)
(1,754,048)
Other comprehensive income:
Currency translation differences
-
-
-
21,319
21,319
Total comprehensive expense
-
-
-
(1,732,729)
(1,732,729)
Share option expense
-
-
80,651
-
80,651
Balance at 31 January 2023
332
5,875,036
125,433
(2,588,450)
3,412,351
Year ended 31 January 2024:
Loss for the year
-
-
-
(7,460,843)
(7,460,843)
Other comprehensive income:
Currency translation differences
-
-
-
24,765
24,765
Total comprehensive expense
-
-
-
(7,436,078)
(7,436,078)
Share option expense
-
-
83,105
-
83,105
Balance at 31 January 2024
332
5,875,036
208,538
(10,024,528)
(3,940,622)
KICKGAME LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 13 -
Share capital
Share premium account
Share option reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 February 2022
332
5,875,036
44,782
(712,514)
5,207,636
Year ended 31 January 2023:
Loss and total comprehensive expense for the year
-
-
-
(2,761,783)
(2,761,783)
Share option expense
-
-
80,651
-
80,651
Balance at 31 January 2023
332
5,875,036
125,433
(3,474,297)
2,526,504
Year ended 31 January 2024:
Loss and total comprehensive expense
-
-
-
(6,351,249)
(6,351,249)
Share option expense
-
-
83,105
-
83,105
Balance at 31 January 2024
332
5,875,036
208,538
(9,825,546)
(3,741,640)
KICKGAME LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
30
2,237,416
(785,523)
Interest paid
(388,730)
(296,249)
Income taxes paid
-
0
(5,986)
Net cash inflow/(outflow) from operating activities
1,848,686
(1,087,758)
Investing activities
Purchase of intangible assets
(370,157)
(336,091)
Proceeds from disposal of intangibles
200
-
Purchase of tangible fixed assets
(191,705)
(682,222)
Proceeds from disposal of tangible fixed assets
-
6,054
Interest received
426
-
0
Net cash used in investing activities
(561,236)
(1,012,259)
Financing activities
Proceeds from borrowings
1,276,563
2,016,178
Repayment of borrowings
(2,874,836)
-
Decrease / (increase) in directors loan account
3,728
(8,987)
Net cash (used in)/generated from financing activities
(1,594,545)
2,007,191
Net decrease in cash and cash equivalents
(307,095)
(92,826)
Cash and cash equivalents at beginning of year
425,429
518,255
Effect of foreign exchange rates
25,260
-
0
Cash and cash equivalents at end of year
143,594
425,429
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 15 -
1
Accounting policies
Company information

KickGame Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor, 201 Great Portland Street, Marylebone, London, W1W 5AB.

 

The group consists of KickGame Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption in FRS102 Section 33 and has not disclosed transactions and outstanding balances with and between its wholly (both directly and indirectly) owned subsidiary undertakings.

 

The company is a qualifying entity for the purpose of FRS102, being a member of a group where the parent of that group (being this company) prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosures requirements for parent company information presented within the consolidated financial statements:

 

 

The company has taken advantage of the exemption in Section 408 of the Companies Act 2006 from disclosing its individual profit and loss account.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company KickGame Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 January 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Going concern

In preparing these financial statements, the director has reviewed trading and cash forecasts for the next 12 months and considers that these appropriately demonstrate the ability of the group to meet its obligations. These are based on a prudent estimate of trading income and debt and equity fundraising, taking into account the business’ track record of successful fundraising and funds raised during 2024. The director regularly reviews performance and the risks facing the business and, where appropriate, adjust the strategy of the business accordingly.

 

After considering the forecasts including cost reduction initiatives identified and implemented, further available mitigating actions, losses incurred, new management team, new brand partnerships and making appropriate enquiries, the director has a reasonable expectation that the group has adequate resources to continue in operation for the foreseeable future and for at least one year from the date that these financial statements were approved. In this period the business may also raise further equity or debt funding. For these reasons, the director continues to adopt the going concern basis in preparing the financial statements and have a positive outlook to growth.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods provided (usually on dispatch) in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software development
10% on cost
Patents & licences
10% on cost
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold buildings
Over the term of the lease
Fixtures and fittings
20% on cost
Computers
25% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 17 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined on a first-in-first-out (FIFO) basis.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 18 -
1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 19 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 20 -
1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes methodology. The fair value determined at the grant date is expensed over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Software development costs

The company has opted to capitalise relevant expenses incurred relating to the development of its internally generated software. Included in these expenses is an estimation for employee time. The directors make this estimate based on each employee role and the expected time spent on the development of the software.

Useful economic life of intangible fixed assets

The useful economic lives of the intangible fixed assets have been derived from the judgement of the directors, using their best estimate of the write down period.

Useful economic life of tangible fixed assets

The useful economic lives of the tangible fixed assets have been derived from the judgement of the directors using their best estimate of the write-down period.

Stock provision

Stocks are valued at the lower of cost and estimated selling prices less costs to complete and sell. Cost is determined using the first-in-first-out (FIFO) method. Estimated selling price less costs to complete and sell, includes, where necessary, provisions for slow moving and obsolete stocks. The calculation of these provisions takes into consideration the forecasted customer demand, the promotional, competitive and economic environment as well as the ageing of stock. These variables are monitored by the directors.

Share option expense

The company operates an employee share option scheme which is equity settled. The options are valued using the Black Scholes methodology with a charge to the profit and loss account and a corresponding increase in the equity being computed each year. The cost of this scheme and the fair value of the obligation depends on a number of factors, including; the value of the company's shares at each grant date, the company's risk free interest rate, the time until the expiration of the options and the company's volatility. Management estimate these factors in determining the fair value, based on historic and benchmarked information.

3
Turnover and other revenue

The turnover is attributable to the one principal activity of the group.

2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
15,043,887
32,771,852
Europe
1,447,469
596,614
USA
16,094
30,034
Rest of the World
13,385
73,642
16,520,835
33,472,142
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
3
Turnover and other revenue
(Continued)
- 22 -
2024
2023
£
£
Other revenue
Interest income
426
-
Advertising revenue
107,867
-
4
Exceptional items
2024
2023
£
£
Expenditure
Business transformation
1,240,056
-
1,240,057
-

The above costs relate to the closure of various pop-up shops.

5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Exchange losses
26,969
13,147
Depreciation of owned tangible fixed assets
257,914
185,664
Impairment of tangible fixed assets (included in exceptional items)
300,582
-
Profit or loss on disposal of tangible fixed assets (included in exceptional items)
371,293
-
Amortisation of intangible fixed assets
92,486
59,575
Share-based payments
83,105
80,651
Operating lease charges
1,240,693
1,189,952
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
28,200
31,875
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 23 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
3
2
3
2
Admin
37
45
35
43
Retail
77
101
67
101
Total
117
148
105
146

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,935,123
3,439,947
2,592,957
3,310,314
Social security costs
321,470
388,643
263,285
372,751
Pension costs
59,322
66,782
59,322
66,782
3,315,915
3,895,372
2,915,564
3,749,847
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
165,081
168,236
Company pension contributions to defined contribution schemes
4,403
4,403
169,484
172,639
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
166,399
161,100
Company pension contributions to defined contribution schemes
2,201
2,201
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
8
Directors' remuneration
(Continued)
- 24 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2).

 

As mentioned in note 2 of these financial statements, a portion of wages costs (including directors remuneration) has been capitalised due to time spent on the development of the internal software. The above total directors remuneration is the net impact on the group statement of comprehensive income and includes an adjustment of £164,919 (2023: £146,764) relating to capitalised remuneration. This has not been taken into account for the disclosure of highest paid director.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
426
-
0
10
Interest payable and similar expenses
2024
2023
£
£
Other finance costs:
Other interest
388,730
449,554
11
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(159,464)
84,113

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(7,620,307)
(1,669,935)
Expected tax credit based on the standard rate of corporation tax in the UK of 24.00% (2023: 19.00%)
(1,828,874)
(317,288)
Tax effect of expenses that are not deductible in determining taxable profit
245,633
42,808
Unutilised tax losses carried forward
1,329,886
389,876
Depreciation in excess of capital allowances / (capital allowances in excess of depreciation)
52,350
(31,283)
Short term timing differences
41,541
-
0
Taxation (credit)/charge
(159,464)
84,113
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 25 -
12
Discontinued operations

The discontinued operations relate to the subsidiaries in Netherlands and Italy which ceased trading during the financial year.

13
Intangible fixed assets
Group
Software development
Patents & licences
Total
£
£
£
Cost
At 1 February 2023
713,924
10,219
724,143
Additions - internally developed
370,157
-
0
370,157
Disposals
(200)
-
0
(200)
At 31 January 2024
1,083,881
10,219
1,094,100
Amortisation and impairment
At 1 February 2023
76,589
1,687
78,276
Amortisation charged for the year
91,464
1,022
92,486
At 31 January 2024
168,053
2,709
170,762
Carrying amount
At 31 January 2024
915,828
7,510
923,338
At 31 January 2023
637,335
8,532
645,867
Company
Software development
Patents & licences
Total
£
£
£
Cost
At 1 February 2023
713,924
10,219
724,143
Additions - internally developed
370,157
-
0
370,157
Disposals
(200)
-
0
(200)
At 31 January 2024
1,083,881
10,219
1,094,100
Amortisation and impairment
At 1 February 2023
76,589
1,687
78,276
Amortisation charged for the year
91,464
1,022
92,486
At 31 January 2024
168,053
2,709
170,762
Carrying amount
At 31 January 2024
915,828
7,510
923,338
At 31 January 2023
637,335
8,532
645,867
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 26 -
14
Tangible fixed assets
Group
Leasehold buildings
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 February 2023
71,873
988,223
177,704
1,237,800
Additions
-
0
185,530
6,175
191,705
Disposals
(11,889)
(471,303)
(25,576)
(508,768)
Exchange adjustments
-
0
150
(69)
81
At 31 January 2024
59,984
702,600
158,234
920,818
Depreciation and impairment
At 1 February 2023
24,334
195,128
33,825
253,287
Depreciation charged in the year
17,576
212,956
27,382
257,914
Impairment losses
23,735
261,773
15,074
300,582
Eliminated in respect of disposals
(10,403)
(110,665)
(16,407)
(137,475)
Exchange adjustments
-
0
(23)
601
578
At 31 January 2024
55,242
559,169
60,475
674,886
Carrying amount
At 31 January 2024
4,742
143,431
97,759
245,932
At 31 January 2023
47,539
793,095
143,879
984,513
Company
Leasehold buildings
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 February 2023
71,873
959,135
105,494
1,136,502
Additions
-
0
24,997
1,842
26,839
Disposals
(11,889)
(281,532)
(18,940)
(312,361)
At 31 January 2024
59,984
702,600
88,396
850,980
Depreciation and impairment
At 1 February 2023
24,334
192,256
33,091
249,681
Depreciation charged in the year
17,576
177,346
25,815
220,737
Impairment losses
23,735
261,773
15,074
300,582
Eliminated in respect of disposals
(10,403)
(72,206)
(13,505)
(96,114)
At 31 January 2024
55,242
559,169
60,475
674,886
Carrying amount
At 31 January 2024
4,742
143,431
27,921
176,094
At 31 January 2023
47,539
766,879
72,403
886,821
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 27 -
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
-
0
85
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 February 2023
85
Amounts written off
(85)
At 31 January 2024
-
Carrying amount
At 31 January 2024
-
At 31 January 2023
85
16
Subsidiaries

Details of the company's subsidiaries at 31 January 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Kickgame B.V.
1
Ordinary
100.00
-
Kickgame S.R.L
2
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Taransconweg 2, Unit D0.61, 5627GB, Eindhoven, Netherlands
2
Via Monte Di Pieta, 15 Milano (MI), CAP, 20121, Italy
17
Financial instruments
Group
2024
2023
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
174,420
497,789
Cash at bank and in hand
143,594
425,429
Carrying amount of financial liabilities
Measured at amortised cost
6,469,276
6,658,134
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 28 -
18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
1,194,381
7,844,564
1,081,345
7,138,476
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
112,677
313,069
112,676
308,313
Other debtors
84,800
184,720
83,593
179,782
Prepayments and accrued income
310,598
471,835
310,598
471,353
508,075
969,624
506,867
959,448
20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
21
417,905
2,016,178
417,905
2,016,178
Trade creditors
4,943,984
3,256,736
4,640,847
3,196,181
Other taxation and social security
384,113
409,761
321,582
405,341
Other creditors
661,407
466,244
628,287
440,528
Accruals and deferred income
548,533
1,149,263
519,613
1,142,457
6,955,942
7,298,182
6,528,234
7,200,685
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
417,905
2,016,178
417,905
2,016,178
Payable within one year
417,905
2,016,178
417,905
2,016,178

During the financial year, Huk 111 Limited held a security by way of a fixed and floating charge over all the property or undertaking of the company. On 31 August 2023 the relevant charge was satisfied.

Conance Limited holds a security by way of a fixed and floating charge covering all the property or undertaking of the company. This charge was created on 30 August 2023.

 

This year's other loans relate to amounts due to Conance Limited which are repayable on demand.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 29 -
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
-
159,464
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
-
159,464
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 February 2023
159,464
159,464
Credit to profit or loss
(159,464)
(159,464)
Asset at 31 January 2024
-
-
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
59,322
66,782

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share-based payment transactions

During the 2022 financial period, the company established an Enterprise Management Incentive share option plan under which it has granted rights for its equity instruments to some of its employees. The share options vest evenly on a monthly basis over a 2-4 year period from the option grant date. If options remain unexercised after a period of 10 years from the date of grant, the options expire. The weighted average remaining life of the options is 8.7 years.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
24
Share-based payment transactions
(Continued)
- 30 -
Company and group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 February 2023
1,701
1,325
25.85
23.27
Granted
-
376
-
34.92
Forfeited
(1,322)
-
(24.57)
-
Outstanding at 31 January 2024
379
1,701
1.28
25.85
Exercisable at 31 January 2024
171
493
3.20
21.72

Equity-settled share options are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The services received and a liability to pay for these services are recognised over the expected vesting period. The fair value of options expensed in the year ended 31 January 2024 was £83,105 (2023: £80,651).

 

25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
20,000
20,000
200
200
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of 0.997732p each
13,230
13,230
132
132
Preference shares classified as equity
132
132
Total equity share capital
332
332

Ordinary shares carry voting, dividend and capital distribution rights. They do not confer any rights of redemption.

 

Preference shares carry voting, dividend and capital distribution rights. They also carry rights to a 3% per annum preferred dividend and priority on distributions of capital.

 

Distributions of capital are allocated to the Preference shareholders in the first instance and any excess will be distributed pro rata to all shareholders.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 31 -
26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
391,798
1,423,303
391,798
1,167,164
Between two and five years
578,641
3,349,571
578,641
1,807,616
In over five years
-
461,050
-
-
970,439
5,233,924
970,439
2,974,780

Company

 

As detailed in note 27 after the year end the company has closed a number of retail units and as a result there will be an expected reduction in the total lease commitment of £575,000.

27
Events after the reporting date

Company

 

After year end, a change of shareholder control accelerated business improvement initiatives, including appointment of a new management team, new brand partnerships and a new, high profile brand ambassador. As part of the change of control, Rob Franks and David Franks ceased to be Directors and members of the management team. In addition, the company raised further funding in the form of £3,458,000 unsecured 2025 convertible loan notes that attract interest at 10% and £2,962,000 unsecured interest free loans from the shareholders which are repayable on 31 December 2026. The company continued to also use short-term, amortising working capital facilities.

 

The group also realised further efficiencies in its operations, including closing stores to better focus the business and closing the subsidiary businesses in Netherlands and Italy. This reduces the total lease commitments for the company (as detailed further in note 26) and fixtures and fittings by £116K.

KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 32 -
28
Related party transactions

As at the year end, a director had an overdrawn loan account of £23,056 (2023: £27,173). The loan is interest free and has no fixed repayment date. The relevant director resigned on 11 June 2024.

 

As at the year end, the company owed a director £1,907 (2023: £2,296). The loan is interest free and has no fixed repayment date. The relevant director resigned on 11 June 2024.

 

During the year, the company paid fees of £40,000 (2023: £41,889) to an entity controlled by the director. At the year end, the company owed £24,000 (2023: £12,000) to that entity.

 

During the year the company paid consultancy fees of £12,750 (2023: £Nil) to Greyson Whitley Limited, a company whereby the director has an interest. As at the year end, there were no balances owed to Greyson Whitley Limited.

 

The company has taken advantage of the exemption provided by FRS102 Section 33, not to disclose transactions and outstanding balances with its 100% directly or indirectly controlled subsidiary undertakings which form part of the Kickgame Group.

29
Controlling party

During the year there was no ultimate controlling party.

 

Following a transaction in March 2024, there is no immediate shareholder with control of the group. The ultimate controlling party is considered to be Parminder Basran by virtue of his interest in VGC Partners LLP which has a registered office Portman House, 2 Portman Street, London, W1H 6DU.

30
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Loss for the year after tax
(7,460,843)
(1,754,048)
Adjustments for:
Taxation (credited)/charged
(159,464)
84,113
Finance costs
388,730
449,554
Investment income
(426)
-
0
Amortisation and impairment of intangible assets
92,486
59,575
Depreciation and impairment of tangible fixed assets
257,914
185,638
Impairment of tangible fixed assets (included in exceptional items)
300,582
-
Profit or loss on disposal of tangible fixed assets (included in exceptional items)
371,293
-
Equity settled share based payment expense
83,105
80,651
Movements in working capital:
Decrease/(increase) in stocks
6,650,183
(1,783,652)
Decrease/(increase) in debtors
457,433
(293,727)
Increase in creditors
1,256,423
2,186,373
Cash generated from/(absorbed by) operations
2,237,416
(785,523)
KICKGAME LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 33 -
31
Analysis of changes in net debt - group
1 February 2023
Cash flows
Exchange rate movements
31 January 2024
£
£
£
£
Cash at bank and in hand
425,429
(307,097)
25,262
143,594
Borrowings excluding overdrafts
(2,016,178)
1,598,273
-
(417,905)
(1,590,749)
1,291,176
25,262
(274,311)
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