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Registered number: 05078942
VIRTUALSTOCK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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VIRTUALSTOCK LIMITED
REGISTERED NUMBER: 05078942
BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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VIRTUALSTOCK LIMITED
REGISTERED NUMBER: 05078942
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 13 form part of these financial statements.
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VIRTUALSTOCK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Share-based payment reserve
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Comprehensive income for the year
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Contributions by and distributions to owners
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Comprehensive income for the year
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Contributions by and distributions to owners
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The notes on pages 4 to 13 form part of these financial statements.
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Virtualstock Limited is a private company limited by shares, incorporated in England and Wales. The registered office and trading address is Work.Life, 33 Kings Road, Reading, Berkshire, RG1 3AR. The company's principal activity continued to be that of providers of IT services and consultancy.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The functional and presentational currency is pounds sterling and the financial statements have been rounded to the nearest £1.
The following principal accounting policies have been applied:
The company has net current liabilities of £17,725,720 (2024: £17,202,068) and total net liabilities of £17,694,651 (2024: £17,170,025) at the balance sheet date. The financial statements have been prepared on the going concern basis which assumes that the company will be able to continue trading for the foreseeable future and meet its liabilities as they fall due.
In September 2025, the group of which the company is a part of was acquired by K5 Private Investors, LP. The company's ultimate parent has indicated its support of the company for at least 12 months from the date of approval of the financial statements.
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £1.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Termination benefits are recognised when employment is terminated by the company before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for termination benefits.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Where share options in the parent company, Virtualstock Holdings Limited, are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss of Virtualstock Limited over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, Virtualstock Limited's profit or loss is charged with fair value of goods and services received.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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The average monthly number of employees, including directors, during the year was 46 (2024 - 33).
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Prepayments and accrued income
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Cash and cash equivalents
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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1,056 (2024 - 1,056) Ordinary shares of £0.10 each
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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The parent company, Virtualstock Holdings Limited, has an established Employee Share Options Plan under which both Enterprise Management Incentive ("EMI"), Phantom Options and Unapproved Options have been granted to certain employees. Directors of Virtualstock Holdings Limited and Virtualstock Limited, have been granted share options. The Schemes are equity-settled share based payment arrangement whereby the employees and directors are granted share options of the company's equity instruments. Phantom Options are to be cash-settled.
The scheme includes non market-based vesting conditions only, whereby the share options may be exercised from the date that they vest only if there is an exit event. All options lapse on the 10th anniversary of the date of the grant. There are no performance based vesting conditions and the only vesting requirement is that the recipient remains in employment with the Company.
Share option activity for the year ended 31 March 2025 is presented below:
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Forfeited during the year
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Outstanding at the end of the year
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At the balance sheet date there were a total of 1,234,146 share options in issue. Of these, 885,813 share options have met the vesting conditions applicable to them. 137,800 Phantom Options are not included in the above table. There were no share options exercisable at the year end.
Share options granted pre 1 April 2016 have not been revalued. This is in accordance with exemptions available under FRS 102 1A.
The expense arising from the share-based payment transaction in the year was £51,218 (2024: £204,173), increasing the share option reserve from £1,525,795 to £1,577,013. The expense in the year is made up of the share-based payment cost of shares in issue net of forfeited options. Included within this expense £51,218 (2024: £184,166) attributable to directors of Virtualstock Holdings Limited and Virtualstock Limited.
Prior to the acquisition of the group, the remaining options were placed underwater in May 2025 and subsequently cancelled.
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VIRTUALSTOCK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The company operates an auto enrolment defined contribution pension scheme. The pensions cost charge represents contributions payable by the company to the fund and amount to £51,591 (2024: £53,082). At the balance sheet date, £15,928 (2024: £20,508) was unpaid and is included in other creditors.
At the year end, the assets of the company were used as security against a bank loan in the parent company, Virtualstock Holdings Limited. At the year end, the amount outstanding was £2,875,072 (2024: £3,045,000).
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Related party transactions
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Following a further advance in the year of £435,865, at the balance sheet date, the company owed £17,745,040 (2024: £17,309,175) to Virtualstock Holdings Limited, its parent company. The loan is interest free, unsecured and repayable on demand.
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Post balance sheet events
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The wider Virtualstock group was acquired on 18 September 2025 by Logicbroker Inc., a subsidiary of K5 Private Investors, LP.
The immediate parent company is Virtualstock Holdings Limited in both the current and previous year, with registered office Work.Life, 33 Kings Road, Reading, Berkshire, RG1 3AR. Following the acquisition of the group in September 2025, the ultimate parent company is K5 Private Investors, LP.
The directors believe there was no overall controlling party throughout the year. There remains no overall controlling party following the acquisition of the group.
The auditor's report on the financial statements for the year ended 31 March 2025 was unqualified.
The audit report was signed on 23 December 2025 by Georgette Alicia Crisp BSc (Hons) FCA (Senior Statutory Auditor) on behalf of MHA.
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