Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31truetruetruetruetrue52024-01-01falsefalse5truefalse 09936152 2024-01-01 2024-12-31 09936152 2023-01-01 2023-12-31 09936152 2024-12-31 09936152 2023-12-31 09936152 2023-01-01 09936152 1 2024-01-01 2024-12-31 09936152 1 2023-01-01 2023-12-31 09936152 2 2024-01-01 2024-12-31 09936152 2 2023-01-01 2023-12-31 09936152 d:Exceptional 2024-01-01 2024-12-31 09936152 d:Exceptional 2023-01-01 2023-12-31 09936152 e:Director1 2024-01-01 2024-12-31 09936152 e:Director1 2024-12-31 09936152 e:Director2 2024-01-01 2024-12-31 09936152 e:Director3 2024-01-01 2024-12-31 09936152 e:Director3 2024-12-31 09936152 e:Director4 2024-01-01 2024-12-31 09936152 e:Director5 2024-01-01 2024-12-31 09936152 e:Director5 2024-12-31 09936152 e:Director6 2024-01-01 2024-12-31 09936152 e:RegisteredOffice 2024-01-01 2024-12-31 09936152 e:Agent1 2024-01-01 2024-12-31 09936152 d:ComputerEquipment 2024-01-01 2024-12-31 09936152 d:ComputerEquipment 2024-12-31 09936152 d:ComputerEquipment 2023-12-31 09936152 d:ComputerEquipment d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 09936152 d:Goodwill 2024-01-01 2024-12-31 09936152 d:ComputerSoftware 2024-12-31 09936152 d:ComputerSoftware 2023-12-31 09936152 d:CurrentFinancialInstruments 2024-12-31 09936152 d:CurrentFinancialInstruments 2023-12-31 09936152 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 09936152 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 09936152 d:UKTax 2024-01-01 2024-12-31 09936152 d:UKTax 2023-01-01 2023-12-31 09936152 d:ShareCapital 2024-12-31 09936152 d:ShareCapital 2023-12-31 09936152 d:ShareCapital 2023-01-01 09936152 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 09936152 d:RetainedEarningsAccumulatedLosses 2024-12-31 09936152 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09936152 d:RetainedEarningsAccumulatedLosses 2023-12-31 09936152 d:RetainedEarningsAccumulatedLosses 2023-01-01 09936152 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 09936152 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 09936152 e:OrdinaryShareClass1 2024-01-01 2024-12-31 09936152 e:OrdinaryShareClass1 2024-12-31 09936152 e:OrdinaryShareClass1 2023-12-31 09936152 e:FRS102 2024-01-01 2024-12-31 09936152 e:Audited 2024-01-01 2024-12-31 09936152 e:FullAccounts 2024-01-01 2024-12-31 09936152 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 09936152 d:Subsidiary1 2024-01-01 2024-12-31 09936152 d:Subsidiary1 1 2024-01-01 2024-12-31 09936152 d:Subsidiary2 2024-01-01 2024-12-31 09936152 d:Subsidiary2 1 2024-01-01 2024-12-31 09936152 d:Subsidiary3 2024-01-01 2024-12-31 09936152 d:Subsidiary3 1 2024-01-01 2024-12-31 09936152 d:Subsidiary4 2024-01-01 2024-12-31 09936152 d:Subsidiary4 1 2024-01-01 2024-12-31 09936152 d:Subsidiary5 2024-01-01 2024-12-31 09936152 d:Subsidiary5 1 2024-01-01 2024-12-31 09936152 d:Subsidiary6 2024-01-01 2024-12-31 09936152 d:Subsidiary6 1 2024-01-01 2024-12-31 09936152 d:Subsidiary7 2024-01-01 2024-12-31 09936152 d:Subsidiary7 1 2024-01-01 2024-12-31 09936152 d:Subsidiary8 2024-01-01 2024-12-31 09936152 d:Subsidiary8 1 2024-01-01 2024-12-31 09936152 d:Subsidiary9 2024-01-01 2024-12-31 09936152 d:Subsidiary9 1 2024-01-01 2024-12-31 09936152 d:Subsidiary10 2024-01-01 2024-12-31 09936152 d:Subsidiary10 1 2024-01-01 2024-12-31 09936152 d:Subsidiary12 2024-01-01 2024-12-31 09936152 d:Subsidiary12 1 2024-01-01 2024-12-31 09936152 d:Subsidiary13 2024-01-01 2024-12-31 09936152 d:Subsidiary13 1 2024-01-01 2024-12-31 09936152 d:Subsidiary14 2024-01-01 2024-12-31 09936152 d:Subsidiary14 1 2024-01-01 2024-12-31 09936152 d:Subsidiary15 2024-01-01 2024-12-31 09936152 d:Subsidiary15 1 2024-01-01 2024-12-31 09936152 d:Subsidiary16 2024-01-01 2024-12-31 09936152 d:Subsidiary16 1 2024-01-01 2024-12-31 09936152 d:Subsidiary17 2024-01-01 2024-12-31 09936152 d:Subsidiary17 1 2024-01-01 2024-12-31 09936152 d:Subsidiary18 2024-01-01 2024-12-31 09936152 d:Subsidiary18 1 2024-01-01 2024-12-31 09936152 d:Subsidiary19 2024-01-01 2024-12-31 09936152 d:Subsidiary19 1 2024-01-01 2024-12-31 09936152 d:Subsidiary20 2024-01-01 2024-12-31 09936152 d:Subsidiary20 1 2024-01-01 2024-12-31 09936152 d:Subsidiary21 2024-01-01 2024-12-31 09936152 d:Subsidiary21 1 2024-01-01 2024-12-31 09936152 d:Subsidiary22 2024-01-01 2024-12-31 09936152 d:Subsidiary22 1 2024-01-01 2024-12-31 09936152 d:Subsidiary23 2024-01-01 2024-12-31 09936152 d:Subsidiary23 1 2024-01-01 2024-12-31 09936152 d:Subsidiary24 2024-01-01 2024-12-31 09936152 d:Subsidiary24 1 2024-01-01 2024-12-31 09936152 d:Subsidiary25 2024-01-01 2024-12-31 09936152 d:Subsidiary25 1 2024-01-01 2024-12-31 09936152 d:Subsidiary26 2024-01-01 2024-12-31 09936152 d:Subsidiary26 1 2024-01-01 2024-12-31 09936152 d:Subsidiary27 2024-01-01 2024-12-31 09936152 d:Subsidiary27 1 2024-01-01 2024-12-31 09936152 d:Subsidiary28 2024-01-01 2024-12-31 09936152 d:Subsidiary28 1 2024-01-01 2024-12-31 09936152 2 2024-01-01 2024-12-31 09936152 6 2024-01-01 2024-12-31 09936152 d:ComputerSoftware d:OwnedIntangibleAssets 2024-01-01 2024-12-31 09936152 f:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09936152










SIDE INTERNATIONAL HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
David Dorans (appointed 24 January 2025)
Deborah Lynn Kirkham 
Jose Sijo (appointed 17 December 2025)
Masaru Harada 
Tamiyoshi Tachibana (resigned 24 October 2025)
Teppei Tachibana 




Registered number
09936152



Registered office
Unit A12 Tileyard London
105 Blundell Street

King's Cross

London

England

N7 9BN




Independent auditors
MHA

Castle Court

41 London Road

Reigate

United Kingdom

RH2 9RJ




Bankers
MUFG Bank
Ropermaker Place

25 Ropermaker Street

London

EC2Y 9AN




Solicitors
MacRoberts LLP
Capella

60 York Street

Glasgow

G2 8JX





 
SIDE INTERNATIONAL HOLDINGS LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 9
Statement of Comprehensive Income
 
10
Balance Sheet
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 29


 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report together with the audited financial statements for the year ended 31 December 2024.

Business review and key performance indicators
 
The company operates as a holding company for Pole To Win Holdings, Inc.'s international businesses.

The company incurs group wide costs relating to group activities, while its subsidiaries carry out the core trading activities.

The company recorded a loss of £2.2m (2023 – £9.8m) in the year which included an impairment charge on investments held of £0.3m (2023 – £4.3m). Dividend income of £1.9m was received in the year (2023 - £1.6m). Management reviewed the investment portfolio and undertook value in use calculations having considered the subsidiaries prospects and other model variables.

Key performance indicators continue to be, the carrying value of investments and recoverability of intercompany debtor balances.

Principal risks and uncertainties
 
The subsidiaries continue to grow providing outsourcing services specifically to the gaming industry. The company continues to monitor inflationary pressures and any associated risk affecting the industry and wider economy in addition to reviewing macroeconomic risk in the various countries where its subsidiaries operate. While we are subject to the general macro risks of any company providing services to the gaming industry, the specific risks as identified by our senior management are as follows:

i) The gaming industry consists of a variety of large global companies and widely dispersed smaller companies. We are naturally exposed to higher client concentration as we are heavily dependent on a few major clients to sustain our business. Our management continually monitors and actively seeks to mitigate the risk associated.

ii) Outsourcing services industry is labour intensive with profitability highly dependent on staffing costs. Our profit margins are subject to our ability to adjust to the macro conditions of the labour marketplace regarding availability of talent pool and our ability to effectively shift any cost increases to our clients. Hiring variable resources and retaining adjustable fixed term contracts on an as-needed basis helps us ensure that we stay ahead in business.

iii) The company is constantly exposed to the risk of attracting the right human capital as needed in this line of business. Hence, management is constantly monitoring the labour market to find the right staff which should further mitigate the associated risk.

iv) The company is exposed to market factors which must be considered annually for indicators of impairment in investments. Factors taken into account in reaching such a decision include the economic viability and expected future performance of the subsidiaries.

v) Post Corona virus, SIDE has explored and implemented the concept of Work from Anywhere, which enables it to hire workers from anywhere in the world. This reduces the operational costs, compliance costs and eliminates the need of capital infusion in case these entities had to set up in the respective countries.

vi) Technology-based services is another area of focus, considering the demand for using technology such as AI and Machine Learning which is pushing digitalisation in the gaming industry.
 
Page 1

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

The company has cash balances available and has no external debt. The company does not trade and so has negligible fixed outgoings and therefore the forecast shows little cash requirements. The entity has considerable inter-company loans covering payables and confirmed that their parent entity will not demand repayment of its loan unless adequate funding is available.

Based on the above, the directors are confident that with the actions and strategies in place, the company will be able to successfully mitigate business threats as they arise.

Section 172 statement
 
The entity does not trade and therefore in considering the matters set out in S172 the directors have had regard to the activities of the wider group.

The directors of the company consider, both individually and collectively, that they have acted in the way that would most likely promote the success of the company for the benefit of its members as a whole (having regard to relevant stakeholders and matters set out in section 172(1)(a-f} of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024, and in doing so have regard (amongst other matters) to:

a. the likely consequences of any decision in the long term;
b. the interests of the company's employees;
c. the need to foster the company's business relationships with suppliers, customers and others;
d. the impact of the company's operations on the community and the environment;
e. the desirability of the company maintaining a reputation for high standards of business conduct; and
f. the need to act fairly as between members of the company.

The group's mission is to make every gamer's experience as perfect as possible. The directors have identified the main stakeholders as the employees, customers, suppliers, government, regulators and the communities within which the company works and believe that engaging with these stakeholders is key to the success of the company.

The company regards its employees as its most valuable asset. The company engaged with employees via training initiatives, interactive games and conducting Town Hall meetings where top management give update on the progress and future plans of the company while also addressing the queries raised by the employees.

The company’s customers are critical to its success and it seeks to maintain good relations with them by meeting with them and discussing their needs on a regular basis and providing them with first-class service. The Group values having a strong relationship with its suppliers and seeks to treat them fairly and to pay them promptly.

SIDE supports interaction with all its stakeholders by upholding their corporate values which are: 

QUESTION EVERYTHING
Think laterally, come up with creative solutions and innovate. Challenge the status quo and change the norm.

BE FEARLESS
Take calculated risks, even if it means failing, and then try again. Know your worth and that you have value.

WE'RE STRONGER TOGETHER
Look out for one another. Empower others to help them grow and be their best self. Communicate with honesty, transparency, and respect.

GET IT DONE
Once we come up with something brilliant, we like to run as fast as we can to get it done.

Page 2

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


This report was approved by the board and signed on its behalf.



................................................
David Dorans
Director

Date: 15 January 2026

Page 3

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The company's principal activity is as a holding company.

Business review

A review of the business and its principal risks and uncertainties is set out in the strategic report on pages 1 to 3 of these financial statements.

Results and dividends

The loss for the year, after taxation, amounted to £2.2m (2023 - £9.8m).

There was no dividend paid or proposed (2023 - £NiI).

Directors

The directors who served during the year were:

David Dorans (appointed 24 January 2025) 
Deborah Lynn Kirkham 
Jose Sijo (appointed 17 December 2025) 
Masaru Harada 
Tamiyoshi Tachibana (resigned 24 October 2025
Teppei Tachibana

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

Page 4

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Going Concern

The directors have assessed, based on current projections, that the company has adequate resources to meet the ongoing costs of the business for a minimum of 12 months from the date of signing the financial statements.  This is based on both assessment of future trading and specific support committed by the Company’s ultimate parent company, Pole To Win Holdings, Inc., which is listed on the Tokyo Stock Exchange.  

As detailed in the strategic report, the directors have also completed a thorough assessment of the impact of inflationary pressures, including scenario forecasting and stress testing. The directors have assessed that the funds available, the actions and strategies available to them to mitigate the business threats under stress testing and under other scenarios, and the forecasts demonstrated that the company could operate within its available funding. Therefore, as there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, the directors have concluded this does not represent a material uncertainty with regards to going concern.

Thus the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.

Future developments

The company will continue to expand its subsidiaries revenues from the existing customer base and further expand its customer base to new markets such as mobile phone games. The company will also seek to expand its services into new technology areas such as virtual reality and augmented reality gaming. Management will focus on improvement of margin by seeking efficiencies.

Financial instruments

Credit risk

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with an acceptable rating are accepted.

Foreign exchange risk

Foreign exchange risk arises when individual company enters into transactions denominated in a currency other than their functional currency. The group's policy is to monitor the company's exposure within the context of the wider group on a regular basis. No hedging products are deemed necessary.

Employee consultation

The company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the company. This is achieved through discussion in formal and informal meetings, and information cascaded through a range of media including email and notice boards.

Page 5

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with stakeholders

The success of the business is dependent on the support of all our stakeholders. Building positive relationships with stakeholders that share our values is important to us. Working together towards shared goals assists us in delivering long-term sustainable success.

The leadership team of the business make decisions with a long-term view in mind and with the highest standards of conduct in line with Group policies. In order to fulfil their duties, the directors take care to have regard to the likely consequences on all stakeholders of the decisions and actions which they take. Where possible, decisions are carefully discussed with affected groups and are therefore fully understood and supported when taken.

Disabled employees

The company is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Particular attention is given to the training and promotion of disabled employees to ensure that their career development is not unfairly restricted by their disability, or perceptions of it. The group's HR procedures make clear that full and fair consideration must be given to applications made by and the promotion of disabled persons. Where an employee becomes disabled whilst employed by the group, the HR procedures also require that reasonable effort is made to ensure they have the opportunity for continued employment within the group. Retraining of employees who become disabled whilst employed by the company is offered where appropriate.

Building relationships

We continue to seek to diversify and identify potential revenue sources. We value all our suppliers and it is our duty to act in a responsible manner towards them.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditorsMHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
David Dorans
Director

Date: 15 January 2026

Page 6

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIDE INTERNATIONAL HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Side International Holdings Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 directors' 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 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 directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIDE INTERNATIONAL HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' 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:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are 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 directors determine 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 directors are responsible for assessing the 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIDE INTERNATIONAL HOLDINGS LIMITED (CONTINUED)


Auditors' 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 Auditors' 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:
enquiry of management, those charged with governance around actual and potential litigation and claims;
performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; 
reviewing minutes of meetings of those charged with governance;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and 
maintaining professional scepticism throughout the course of our audit work.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.





David Boosey BA(Hons) FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Reigate

15 January 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
Page 9

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Administrative expenses
  
(3,846,189)
(7,044,496)

Impairment charge of investments
 10 
(258,113)
(4,300,000)

Operating loss
 4 
(4,104,302)
(11,344,496)

Income from fixed assets investments
  
1,889,024
1,587,538

Interest receivable and similar income
 5 
351,008
96,209

Interest payable and similar expenses
 6 
(346,204)
(107,174)

Loss before tax
  
(2,210,474)
(9,767,923)

Tax on loss
 7 
(519)
(19,676)

Loss for the financial year
  
(2,210,993)
(9,787,599)

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 13 to 29 form part of these financial statements.

Page 10

 
SIDE INTERNATIONAL HOLDINGS LIMITED
REGISTERED NUMBER: 09936152

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 8 
28,456
35,570

Tangible assets
 9 
-
2,731

Investments
 10 
15,461,896
15,635,669

  
15,490,352
15,673,970

Current assets
  

Debtors: amounts falling due within one year
 11 
25,391,695
10,428,662

Cash at bank and in hand
 12 
56,199
440,430

  
25,447,894
10,869,092

Creditors: amounts falling due within one year
 13 
(29,737,154)
(13,131,496)

Net current liabilities
  
 
 
(4,289,260)
 
 
(2,262,404)

Total assets less current liabilities
  
11,201,092
13,411,566

  

Deferred tax
 14 
(1,202)
(683)

Net assets
  
11,199,890
13,410,883


Capital and reserves
  

Called up share capital 
 15 
22,821,595
22,821,595

Profit and loss account
  
(11,621,705)
(9,410,712)

  
11,199,890
13,410,883


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
David Dorans
Director

Date: 15 January 2026

The notes on pages 13 to 29 form part of these financial statements.

Page 11

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
22,821,595
376,887
23,198,482


Comprehensive income for the year

Loss for the year
-
(9,787,599)
(9,787,599)



At 1 January 2024
22,821,595
(9,410,712)
13,410,883


Comprehensive income for the year

Loss for the year
-
(2,210,993)
(2,210,993)


At 31 December 2024
22,821,595
(11,621,705)
11,199,890


The notes on pages 13 to 29 form part of these financial statements.

Page 12

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Side International Holdings Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the company's operations and its principal activity are set out in the directors' report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Companies Act 2006.

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 (see note 3).

The presentational and functional currency of these financial statements is GBP. Values are rounded to the nearest £1.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Pole To Win Holdings, Inc.   as at 31 January 2025 and these financial statements may be obtained from the company's website.

 
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 13

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

The directors have assessed, based on current projections, that the company has adequate resources to meet the ongoing costs of the business for a minimum of 12 months from the date of signing the financial statements. This is based on both an assessment of future trading and specific support committed by the company's ultimate parent company, Pole to Win Holdings, Inc., which is listed on the Tokyo Stock Exchange.

As detailed in the strategic report, the directors have also completed a thorough assessment of the impact of inflationary pressures, including scenario forecasting and stress testing. The directors have assessed that the funds available, the actions and strategies available to them to mitigate the business threats under stress testing and under other scenarios, and the forecasts demonstrated that the company could operate within its available funding. Therefore, as there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, the directors have concluded this does not represent a material uncertainty with regards to going concern.

Thus the financial statements have been prepared on a going concem basis which presumes the realisation of assets and liabilities in the normal course of business.

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

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'.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 14

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Finance costs

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.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.9

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Domain name
-
10
years

 
2.10

Tangible fixed assets

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.

Page 15

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, 

Depreciation is provided on the following basis:

Computer equipment
-
3 years straight line

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.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.12

Associates and joint ventures

Associates and joint ventures are held at cost less impairment.

  
2.13

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impaiment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGI's). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Debtors

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.

 
2.15

Cash and cash equivalents

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.

Page 16

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Creditors

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.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

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 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.

Page 17

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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.

Page 18

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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.

In preparing these financial statements the directors have made the following judgements:
 
Whether any bad debt provision is required, the provision is calculated on a specific basis.
 
Whether there is indication of impairment of the company's investments. Factors taken into account in reaching such a decision include the economic viability and expected future performance of the subsidiaries and associates. Where investments are impaired, these are calculated on a value in use basis, with key assumptions including estimated cashflow forecasts and discount rates.


4.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Fees payable to the company's auditor for audit services
15,000
15,000

Exchange losses
111,908
299,317

Amortisation of intangible fixed assets
7,114
7,114

Depreciation of tangible fixed assets
2,731
5,462

Provision for intercompany loans
3,598,000
6,626,822


5.


Interest receivable

2024
2023
£
£


Interest receivable from group companies
351,008
96,209


6.


Interest payable and similar expenses

2024
2023
£
£


Group interest payable
346,204
107,174

Page 19

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
-
21,041


Deferred tax


Origination and reversal of timing differences
519
(1,365)


Taxation on loss on ordinary activities
519
19,676

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,210,474)
(9,767,923)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(552,619)
(2,297,415)

Effects of:


Expenses not deductible for tax purposes
968,267
976,669

Group relief surrendered
-
135,009

Income not taxable
(683)
-

Adjustments to tax charge in respect of prior periods
-
21,041

Change in tax rates - deferred tax
-
(81)

Loan provision not deductible
-
1,558,628

Other timing differences
-
(714)

Exempt ABGH distributions on dividend income
(472,256)
(373,398)

Other permanent differences
-
(63)

Movement in deferred tax not recognised
57,810
-

Total tax charge for the year
519
19,676


Factors that may affect future tax charges

At the year end, the company had unused taxable losses carried forward of £231,238 (2023: £Nil).

Page 20

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Intangible assets




Computer software

£



Cost


At 1 January 2024
71,140



At 31 December 2024

71,140



Amortisation


At 1 January 2024
35,570


Charge for the year 
7,114



At 31 December 2024

42,684



Net book value



At 31 December 2024
28,456



At 31 December 2023
35,570



Page 21

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 January 2024
16,386



At 31 December 2024

16,386



Depreciation


At 1 January 2024
13,655


Charge for the year
2,731



At 31 December 2024

16,386



Net book value



At 31 December 2024
-



At 31 December 2023
2,731

Page 22

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Fixed asset investments





Investments in subsidiary companies
Investments in associates
Total

£
£
£



Cost or valuation


At 1 January 2024
22,729,861
1,464,881
24,194,742


Additions
84,340
-
84,340



At 31 December 2024

22,814,201
1,464,881
24,279,082



Impairment


At 1 January 2024
7,094,192
1,464,881
8,559,073


Charge for the period
258,113
-
258,113



At 31 December 2024

7,352,305
1,464,881
8,817,186



Net book value



At 31 December 2024
15,461,896
-
15,461,896



At 31 December 2023
15,635,669
-
15,635,669

Page 23

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Side America Inc.
1042 Princeton Drive Suite #B Marina Del Rey, CA 90292-5497
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side-International Studios India Pvt. Ltd.
AMR Tech Park 3, SY NO 23&24, 3RD Floor, Hongasandravilla, Bommanahalli, Hosur Road, Bangalore - 560068, Karnataka
The provision of game testing services, technical support and translation for technology users.
Ordinary
99.99%
Side International UK Limited
Unit A12, Tile yard London, 105 Blundell Street - King's Cross, London N7 9BN, United Kingdom
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side UK Limited
Unit A12, Tile yard London, 105 Blundell Street - King's Cross, London N7 9BN, United Kingdom
The operation of a sound production studio
Ordinary
100%
Side Singapore Pte. Ltd.
10 Anson Road #14-06 International Plaza Singapore 079903
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Shanghai Co., Ltd.
A505 Satisfied Star Space 1398 Jiangchang Road, Jing'an Shanghai 200072 PRC
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Korea Co. Ltd
2F Ra-dong, 10 Ujeong-ro Naju-si, Jeollanam-do, #58322 110, Happytree& 207, Cheonggyesan-ro, Seocho-gu, Seoul #06802
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Romania SRL
Anchor Plaza Building, "C" Section, 26Z Timisoara Blvd 12th Floor, 6th District, Bucharest 061331 Romania
The provision of game testing services, technical support and translation for technology users.
Ordinary
99.97%
Side Malaysia Sdn. Bhd.
Unit No 2-1, Level 2 Tower 3, Avenue 3, Bangsar South, No 8 Jalan Kerinchi 59200 Kuala Lumpur Malaysia
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Page 24

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)


Name

Registered office

Principal activity

Class of shares

Holding

Side Group Canada Inc.
5455 ave de Gaspe , Suite 315 ,Montréal, Québec H2T 3B3
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side International Japan Co., Ltd.
11th Floor, Shinjuku NS Building, 2-4-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan 163-0811
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
OneXP UK Ltd.
Unit A12, Tile yard London, 105 Blundell Street - King's Cross, London N7 9BN, United Kingdom
The supply of social media platform to gaming consumers
Ordinary
100%
Side New Zealand Ltd
Baker Tilly Staples Rodway Auckland Limited, 9th Floor, 45 Queen, Street, Auckland, 1010, NZ
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Brazil Ltda
Alamada Santos, No. 200, Andar 9, Cerqueira Cesar, Sao Paulo 01418000, SP
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Mexico, S. de R.L. de C.V.
No.03810, Augusto Rodin, 52, A, Napoles, Benito Juarez, Calle Kanas, Mexico City
The provision of game testing services, technical support and translation for technology users.
Ordinary
99%
SIDE Poland Sp. z o.o
ul. Cybernetyki, No. 10, loc., Warsaw, code 02-677, Poland
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Studios Ireland Limited
174 Walkinstown Rd Walkinstown Dublin 12 D12 K6NT
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Spain SLU
Travessera de Gracia, 11, 5th floor, 08021, Barcelona, Spain
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Portugal, Unipessoal Lda.
Zona Centro De Negocios Ideia Alantico, s/n, Braga Concelho: Braga Freguesia : Nogueiro e Tenoes 4719 005 BRAGA
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Page 25

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)


Name

Registered office

Principal activity

Class of shares

Holding

PTWI Philippines, Inc.
11, 6th Floor Eastwood City, Cyberpark Cyberone Eastwood Avenue, Bagumbayan, Quezon City NCR, Second District, National Capital Region (NCR) 1110, PH
The provision of game testing services, technical support and translation for technology users.
Ordinary
99.99%
Side Group Australia Pty Ltd.
Level 16, Tower 2, Darling Park 201Sussex Street, Sydney, NSW 2000 
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
OneXP LLC
1042 Princeton Drive Suite #B Marina Del Rey, CA 90292-5497
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side LA LLC
1042 Princeton Drive Suite #B Marina Del Rey, CA 90292-5497
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side France
72 Rue Sadi Carnot, 92170 Vanves, France
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Singapore Pte. Ltd., Taiwan Branch
4F., No.25, Sec.1, Dunhwa South Road, Taipei 105 Taiwan
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Greece LLC
41 Agiou Dimitriou str. Pireaus 18546
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%
Side Georgia LLC
Georgia, Tbilisi, Saburtalo District, Andria Afakidze, Street, N 5, Floor 11, Apartment N105
The provision of game testing services, technical support and translation for technology users.
Ordinary
100%


11.


Debtors

2024
2023
£
£

Page 26

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.Debtors (continued)


Amounts owed by group undertakings
25,268,978
10,414,254

Other debtors
122,717
14,408

25,391,695
10,428,662



12.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
56,199
440,430

56,199
440,430



13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
12,168
8,345

Amounts owed to group undertakings
29,703,991
13,104,376

Accruals and deferred income
20,995
18,775

29,737,154
13,131,496


Total balances within amounts owed to group undertakings of £229,868 were unsecured, interest free and repayable on demand.
 
Total balances within amounts owed to group undertakings of £29,474,123 were unsecured and accrue interest at rates of 1%  and 4% per annum. The lenders will provide six months' demand notice to the Borrower for repayment but this can be waived by mutual consent of both the parties at any time.


14.


Deferred taxation

Page 27

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
14.Deferred taxation (continued)




2024


£






At beginning of year
(683)


Charged to profit or loss
(519)



At end of year
(1,202)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Short term timing differences
(1,202)
(683)

(1,202)
(683)


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



22,821,595 (2023 - 22,821,595) Ordinary shares of £1 each
22,821,595
22,821,595



16.


Related party transactions

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

The company has a receivable of £26,508 as at 31 December 2024 (2023 - £21,786) with subsidiary Side-International Studios India Pvt. Ltd. which is not a wholly owned subsidiary. During the year there was a cross charge of expense to Side-International Studios India Pvt. Ltd. amounting to £2,731.

The company has a receivable of £921,942 (2023 - £921,860) with subsidiary Side Romania SRL which is not a wholly owned subsidiary. During the year the company cross charged expense amounting to £579; interest accrued on the loan amounting to £6,968. In the year the company loaned a further £Nil to company Side Romania SRL (2023 - £100,000). There is a provision in place for the full intercompany debtor balance.

The company has receivables of £519,665 as at 31 December 2024 (2023 - £517,675) due from its subsidiary PTWI Philippines, Inc., which is not a wholly owned subsidiary. During the year there was a cross charge of expense to PTWI Philippines, Inc. amounting to £Nil (2023 - £344,572).

Page 28

 
SIDE INTERNATIONAL HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Controlling party

The company is a wholly owned subsidiary of Pole To Win Holdings, Inc. which is the ultimate parent company incorporated in Japan.

The largest and smallest group in which the results of the company are consolidated, is that headed by Pole to Win Holdings, Inc., incorporated in Japan. The consolidated financial statements for the ultimate parent company are available to the public and may be obtained from the parent company headquarters.

Page 29