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Registered number: 05412723
VIRTUALSTOCK HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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VIRTUALSTOCK HOLDINGS LIMITED
REGISTERED NUMBER: 05412723
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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Creditors: amounts falling due after more than one year
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VIRTUALSTOCK HOLDINGS LIMITED
REGISTERED NUMBER: 05412723
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 9 form part of these financial statements.
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VIRTUALSTOCK HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Comprehensive income for the year
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Shares issued during the year
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The notes on pages 4 to 9 form part of these financial statements.
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VIRTUALSTOCK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Virtualstock Holdings Limited is a private company limited by shares, incorporated in England and Wales in the United Kingdom. The registered office is Work.Life, 33 Kings Road, Reading, Berkshire, RG1 3AR.
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 presentational and functional currency is pounds sterling and the financial statements have been rounded to the nearest £1.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts. These are the financial statements of the Company, not the group.
The directors have considered the annual budget, stressed future cash flow forecasts and other relevant information in forming their assessment of the going concern assumption.
Based on these assessments and having regard to the resources available to the entity, the directors are satisfied that the going concern basis is appropriate for the preparation of these financial statements.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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VIRTUALSTOCK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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, profit or loss is charged with fair value of goods and services received.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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The average monthly number of employees, including directors, during the year was 6 (2024 - 6).
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VIRTUALSTOCK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Investments in subsidiary companies
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Amounts owed by group undertakings
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Cash and cash equivalents
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VIRTUALSTOCK HOLDINGS 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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Bank loans of £1,030,068 (2024: £324,324) are secured against the assets of the Company. The loan is also guaranteed by Virtualstock Limited, its subsidiary company. Following the acquisition of the Company which took place post year-end, please see note 12 to the financial statements, the bank loan was repaid in full on 19th September 2025.
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Creditors: Amounts falling due after more than one year
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Bank loans of £1,800,004 (2024: £2,675,676) are secured against the assets of the Company. The loan is also guaranteed by Virtualstock Limited, its subsidiary company. Following the acquisition of the Company which took place post year-end, please see note 12 to the financial statements, the bank loan was repaid in full on 19th September 2025.
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Allotted, called up and fully paid
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10,801,134 (2024 - 10,801,134) Ordinary shares of £0.0001 each
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510,000 (2024 - 427,700) Preference shares of £0.0001 each
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During the year, the Company issued 85,000 £0.0001 Preference shares for consideration of £255,003. A premium of £254,994 was paid on these shares, increasing the share premium reserve from £16,472,435 to £16,727,430.
The rights to income and capital distribution per share class, are set out in the company's Articles of Association. The voting rights for each share class are the same.
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VIRTUALSTOCK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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The Company 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, its subsidiary company, 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.
The directors of Virtualstock Holdings Limited consider the investment value in respect to the above to be
fully impaired.
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VIRTUALSTOCK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Related party transactions
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Following a further advance in the year of £435,864, at the balance sheet date, the Company was due £17,745,040 (2024 - £17,309,176) from Virtualstock Limited, its subsidiary company. The loan is interest free, unsecured and repayable on demand.
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Post balance sheet events
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The company was acquired on 18 September 2025 by Logicbroker Inc., a subsidiary of K5 Private Investors, LP.
There was no overall controlling party in the current or previous year.
Following the acquisition of the group post year-end, the company's immediate parent company is Logicbroker Inc. and 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 company.
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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