Sidequest Ltd - Limited company accounts 25.1

REGISTERED NUMBER: NI666823 (Northern Ireland)

Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 January 2026

for

Sidequest Ltd

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Notes to the Consolidated Financial Statements

10

DIRECTORS:

S W Harris

S Seton Rogers

R H Hiranand

REGISTERED OFFICE:

18 Ormeau Baths

18 Ormeau Avenue

Belfast

BT2 8HS

REGISTERED NUMBER:

NI666823 (Northern Ireland)

AUDITORS:

Gilberts Chartered Accountants

Pendragon House

65 London Road

St Albans

Hertfordshire

AL1 1LJ

The directors present their report with the financial statements of the company and the group for the year ended 31 January 2026.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of development and promotion of a marketplace for Android games.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2025 to the date of this report.

S W Harris

S Seton Rogers

R H Hiranand

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Gilberts Chartered Accountants, have been appointed and will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S W Harris - Director

19 May 2026

Opinion

We have audited the financial statements of Sidequest Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2026 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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.

Explanations as to what extent the audit was considered capable of detecting irregularities, including fraud

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. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed in our approach below:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, UK taxation legislation and the regulations issued by the Financial Conduct Authority (FCA).

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations. There are inherent limitations in the audit procedures noted above, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance, miscellaneous receipt and payments testing, journal entry testing, analytical procedures and obtaining additional corroborative evidence as required. In doing so we evaluate whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

- We recognise that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

- We communicated relevant key laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud and non-compliance with laws and regulations throughout the audit.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Luke Parker (Senior Statutory Auditor)

for and on behalf of Gilberts Chartered Accountants

Pendragon House

65 London Road

St Albans

Hertfordshire

AL1 1LJ

19 May 2026

TURNOVER

275,570

159,934

Cost of sales

68,529

57,652

GROSS PROFIT

207,041

102,282

Administrative expenses

2,370,596

3,362,519

(2,163,555

)

(3,260,237

)

Other operating income

-

1,055

OPERATING LOSS

(2,163,555

)

(3,259,182

)

Interest receivable and similar income

78,295

147,521

LOSS BEFORE TAXATION

(2,085,260

)

(3,111,661

)

Tax on loss

(83,816

)

(84,765

)

LOSS FOR THE FINANCIAL YEAR

(2,001,444

)

(3,026,896

)

Loss attributable to:

Owners of the parent

(2,001,444

)

(3,026,896

)

FIXED ASSETS

Intangible assets

5

98,905

86,455

Tangible assets

6

11,750

30,128

Investments

7

617,406

529,691

728,061

646,274

CURRENT ASSETS

Debtors

8

188,194

241,471

Cash at bank

4,118,039

6,150,350

4,306,233

6,391,821

CREDITORS

Amounts falling due within one year

9

470,542

478,493

NET CURRENT ASSETS

3,835,691

5,913,328

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,563,752

6,559,602

CAPITAL AND RESERVES

Called up share capital

42

Share premium

13,021,111

13,040,172

Other reserves

284,830

266,722

Retained earnings

(8,742,231

)

(6,747,334

)

4,563,752

6,559,602

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2026 and were signed on its behalf by:

S W Harris - Director

FIXED ASSETS

Intangible assets

5

98,905

86,455

Tangible assets

6

7,218

21,350

Investments

7

724,416

532,260

830,539

640,065

CURRENT ASSETS

Debtors

8

257,731

504,286

Cash at bank

3,932,975

6,005,085

4,190,706

6,509,371

CREDITORS

Amounts falling due within one year

9

506,427

506,265

NET CURRENT ASSETS

3,684,279

6,003,106

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,514,818

6,643,171

CAPITAL AND RESERVES

Called up share capital

42

Share premium

13,021,111

13,040,172

Other reserves

284,830

266,722

Retained earnings

(8,791,165

)

(6,663,765

)

4,514,818

6,643,171

Company's loss for the financial year

(2,127,400

)

(3,052,552

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2026 and were signed on its behalf by:

S W Harris - Director

1.	STATUTORY INFORMATION

Sidequest Ltd is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income, and expense. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Key Estimates

Share option charge

The company operates share based payment arrangements in respect of both employees and advisors.

For employee share options granted in prior periods, the fair value of the options was determined at the grant date using the Black Scholes valuation model. This requires the use of estimates and assumptions which include the expected life of the options, the share price at date of grant, the expected volatility of the company's share price, the risk-free interest rate, and assumptions about employee turnover and the likelihood of meeting performance conditions. The share price of the company at grant date and the valuation calculations for the share options have been provided by independent experts for each category of option.

The charge to the profit and loss account is spread over the vesting period of the options and is based on the number of options expected to vest. At each reporting date, the company revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the profit and loss account, with a corresponding adjustment to equity.

During the current financial year, the company granted equity instruments to an advisor under an advisor share arrangement. The fair value of these shares was determined at the grant date using a net asset value-based methodology, rather than an option pricing model, reflecting the nature of the award and the absence of option style features. The valuation was prepared by an independent expert for the purposes of share based payment accounting.

The charge in respect of the advisor share arrangement is recognised over the relevant vesting or service period and is based on the number of equity instruments expected to vest. At each reporting date, the company revises its estimate of the number of awards expected to vest, with any resulting adjustment recognised in the profit and loss account and a corresponding adjustment to equity.

Due to the inherent uncertainty in estimating the assumptions used in share based payment valuations, actual outcomes may differ from those assumed, which could materially affect the amount of the share-based payment expense recognised.

Fair Value of Investments in VR Games

The Group holds investments in VR game development entities which give rise to rights to future royalty income. These investments are classified as non-basic financial instruments and are measured at fair value through profit or loss in accordance with FRS 102 Section 12.

In the early stages of an investment, where there is limited observable evidence of fair value due to the absence of commercial activity, the investment is initially recognised at cost, which is considered to be the best estimate of fair value.

Once the underlying game is commercially released and reliable estimates of future royalty income can be made, the fair value of the investment is determined using a discounted cash flow model. This model estimates the present value of expected future royalty income, discounted using the rate of return initially determined at the inception of the investment, reflecting the time value of money and the risks specific to the investment.

The expected future cash flows are reassessed at each reporting date based on the latest available information regarding the performance of the underlying game and updated forecasts of royalty income. Changes in the estimated cash flows, and therefore in the fair value of the investment, are recognised in the profit and loss account in the period in which they arise.

Research and Development (R&D) claim

The directors estimate employee time and allocation for the Research and Development (R&D) claim based on a percentage of time spent on R&D qualifying work. In calculating the R&D tax relief, the company has included employee costs comprising gross salaries, employer National Insurance contributions and employer pension contributions. The allocation of employee time spent on qualifying R&D activities has been based on detailed discussions and confirmations from relevant employees and management. These confirmations were used to estimate the proportion of time attributable to qualifying R&D work. Given the complexity and subjectivity involved in these estimates, the directors take minutes of the discussions held to assist in verifying the accuracy and reasonableness of the time allocation, when referenced to the descriptions of the R&D qualifying work undertaken by each employee.

Deferred Income

The company receives amounts from customers in advance for advertising services, which are recognised as deferred income and released to revenue as the services are provided. Customers may also receive promotional advertising credits which do not represent amounts paid by customers. Such promotional credits do not give rise to revenue and are excluded from deferred income.

In determining the deferred income balance at the reporting date, management estimates the proportion of unutilised advertising credits attributable to consideration received from customers. This requires judgement over the pattern of credit utilisation, as advertising credits may be consumed over varying time periods. Management applies a consistent methodology to ensure that deferred income reflects only the value of services paid for but not yet delivered.

The assessment of deferred income involves estimation and judgement, particularly in distinguishing between paid and promotional credits and in determining the timing of revenue recognition. Actual customer usage may differ from estimates, which could result in adjustments to deferred income and revenue recognised in future periods.

Impairment of Subsidiary investments

The Company assesses at each reporting date whether there is any indication that its investments in subsidiaries may be impaired. Where such indicators exist, the Company estimates the recoverable amount of the investment in order to determine whether an impairment loss should be recognised. The recoverable amount is the higher of value in use and fair value less costs of disposal. In determining fair value less costs of disposal, management applies judgement in estimating the amount that would be received if the subsidiary were sold or liquidated in an orderly transaction between market participants at the reporting date,

less any incremental disposal costs. Where value in use is considered, management estimates future cash flows expected to arise from the subsidiary, including assumptions about future trading performance, growth rates, and discount rates reflecting the time value of money and risks specific to the subsidiary. These estimates are inherently judgemental and are based on assumptions that may differ from actual outcomes. Key assumptions include, but are not limited to, expected future profitability, cash flow forecasts, market conditions affecting disposal values, and the availability of potential purchasers. Impairment losses are recognised in profit or loss when the carrying amount of the investment exceeds its recoverable amount. A reversal of impairment is recognised where there has been a change in the estimates used to determine the recoverable amount, but only to the extent that the carrying amount does not exceed the amount that would have been determined had no impairment been recognised previously. Management considers that the most sensitive assumption in determining recoverable amount is the estimated proceeds from a potential sale or liquidation of the subsidiary. Changes in market conditions or buyer demand could materially impact these estimates and therefore the carrying value of investments in subsidiaries.

US tax exposure relating to share options

In a prior period, the company granted share options to an employee under arrangements intended to qualify as incentive stock options under US tax legislation. Management has considered the potential US tax treatment of these options based on their terms and valuation at the grant date.

The options were fully vested by the end of 2025 and no further tax consequences arise in respect of vesting. Any remaining exposure is limited to potential interest under applicable tax rules.

Although the primary tax obligation rests with the individual, the company has recognised a provision on a prudent basis in respect of a potential US tax exposure. The provision represents management's best estimate based on information available at the reporting date and will be reviewed in future periods as appropriate.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible fixed assets

Intangible assets are initially measured at cost. After initial recognition intangible assets are measured at cost less any accumulated amortisation and any impairment losses.

Trademarks are being amortised evenly over their estimated useful life of ten years.

Software and Licences are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

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

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery - 33% and 25% on cost

At each reporting period end date, the group reviews the carrying amount of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 21 (2025 - 34 ) .

4.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

5.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

assets

£

COST

At 1 February 2025

99,136

Additions

30,278

At 31 January 2026

129,414

AMORTISATION

At 1 February 2025

12,681

Charge for year

17,828

At 31 January 2026

30,509

NET BOOK VALUE

At 31 January 2026

98,905

At 31 January 2025

86,455

Company

Other

intangible

assets

£

COST

At 1 February 2025

99,136

Additions

30,278

At 31 January 2026

129,414

AMORTISATION

At 1 February 2025

12,681

Charge for year

17,828

At 31 January 2026

30,509

NET BOOK VALUE

At 31 January 2026

98,905

At 31 January 2025

86,455

6.	TANGIBLE FIXED ASSETS

Group

Plant and

machinery

etc

£

COST

At 1 February 2025

105,968

Additions

2,840

Disposals

(12,384

)

At 31 January 2026

96,424

DEPRECIATION

At 1 February 2025

75,840

Charge for year

14,707

Eliminated on disposal

(5,873

)

At 31 January 2026

84,674

NET BOOK VALUE

At 31 January 2026

11,750

At 31 January 2025

30,128

Company

Plant and

machinery

etc

£

COST

At 1 February 2025

94,546

Additions

3,895

Disposals

(12,384

)

At 31 January 2026

86,057

DEPRECIATION

At 1 February 2025

73,196

Charge for year

11,516

Eliminated on disposal

(5,873

)

At 31 January 2026

78,839

NET BOOK VALUE

At 31 January 2026

7,218

At 31 January 2025

21,350

7.	FIXED ASSET INVESTMENTS

In the company's balance sheet, £107,010 held in fixed asset investments are in relation to the cost of share capital in; Sidequest VR Limited (£1), a wholly owned subsidiary incorporated in the United States and Sidequest VR Spain (£107,009), a wholly owned subsidiary incorporated in Spain.

Group

Company

2026

2025

2026

2025

Investment in subsidiaries

-

107,010

2,569

Investment in VR Games

617,406

529,691

617,406

529,691

617,406

529,691

724,416

532,260

The investments in the VR games are linked to future royalty payments and are classified as financial assets measured at fair value through the profit or loss. For full detail on how these investments are valued refer to note 2.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.1.26

31.1.25

31.1.26

31.1.25

£

Trade debtors

62,637

55,214

62,637

54,820

Amounts owed by connected companies

-

96,551

272,642

Other debtors

125,557

186,257

98,543

176,824

188,194

241,471

257,731

504,286

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.1.26

31.1.25

31.1.26

31.1.25

£

Trade creditors

28,571

144,932

51,142

192,571

Amounts owed to connected companies

-

20,441

22,569

Taxation and social security

23,336

71,911

23,336

37,869

Other creditors

418,635

261,650

411,508

253,256

470,542

478,493

506,427

506,265

10.	RELATED PARTY DISCLOSURES

Amounts owed to (+) / from (-) related parties

Group

Company

2026

2025

2026

2025

Company director and shareholder

(18,990

)

(8,388

)

1,284

Connected party of a director and
shareholder

1,284

(17,706

)

(7,104

)

2,568

The group has taken advantage of the exemption available in FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertakings.

Amounts owed by company director

Sidequest VR Spain entered into a loan with one of the directors during the year, which accrues interest at 3.25%. The amount due is broken down as follows:

Opening balance on 1 February 2025

8,388

Foreign exchange

474

Issue of new loans

30,384

Interest charged

630

Repayments made

(20,886

)

Closing balance on 31 January 2026

18,990

11.	SHARE OPTIONS

During the year 1,717 (2025 - 268) share options at a weighted average price of £1.729 (2025 - £0.352) lapsed. The number of share options outstanding at the year end is 162,628 (2025 - 166,192).

The weighted average share price represents the total of each category of share option weighted by its respective share price, divided by the total number of options carried forward.

Sidequest Ltd has granted share options to employees in the United Kingdom, Spain, and the United States under its established share option scheme.

Category

Exercise
Price

Share Price
at the date
of grant

Expected
Volatility

Expected
Dividend
Yield

Expected
Life

A

£0.00001

£3.01

35%

Nil

10 Years

B

£1.01

£8.75

35%

Nil

10 Years

C

£0.00001

£7.20

35%

Nil

10 Years

D

£2.38

£7.20

35%

Nil

10 Years

The weighted average price in respect of the options subsisting at the year-end was £1.729 (2025 - £0.352) per share with a weighted average life of 10 years (2025 - 10 years).

Net share-based payment charges arising from the share option scheme during the year totalled £6,305 (2025 - (£34,215)).

During the year, the company received $250,000 under a convertible funding arrangement. The funding is convertible into equity on the occurrence of a future qualifying funding event, at a discount to the price per share applicable in that event. Until conversion, the instrument does not confer any equity or voting rights. The instrument is recognised as a financial liability and is included within creditors: amounts falling due within one year.

12.	RESTRICTED SHARES

During the year, Sidequest Limited entered into a restricted share agreement with an advisor, under which 27,976 restricted shares were granted. The restricted shares vest over a 24 month service period, subject to continued service. 8,157 shares vested during the year.

The fair value of the vested restricted shares was measured at grant date using the Adjusted Net Asset Value (ANAV) model, incorporating a 20% going concern premium.

The share based payment expense recognised in profit or loss for the year in respect of this arrangement was £11,803 (2025: £nil).

13.	CONSOLIDATION

These financial statements are consolidated for Sidequest Ltd and its wholly owned subsidiaries, Sidequest VR Limited and Sidequest VR Spain Sociedad Limitada.

Sidequest VR Limited is incorporated in the United States and its registered office address is 600 N Broad Street, Suite 5 #3665, Middletown, DE 19709, United States.

Sidequest VR Spain Sociedad Limitada is incorporated in Spain and its registered office address is La Hoyeta, Pol 005, Parcela 117, Chellaia, Valencia, 46821, Spain.

14.	GOING CONCERN

The directors have prepared the financial statements on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.

In assessing the appropriateness of the going concern assumption, the directors have considered the Company’s current financial position, cash flow forecasts, and available funding facilities for a period of at least 12 months from the date of approval of these financial statements. The forecasts take into account reasonably possible changes in trading performance, including sensitivities around revenue levels, cost inflation, and working capital requirements. The directors have also considered the impact of external factors, including economic conditions and market uncertainties, on the Company’s operations and liquidity.

Based on this assessment, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.