Company registration number 15670505 (England and Wales)
GIG SOFTWARE (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
GIG SOFTWARE (UK) LIMITED
CONTENTS
Page
Director's report
1
Balance sheet
2
Notes to the financial statements
3 - 7
GIG SOFTWARE (UK) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The director presents his annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company is that of providing executive management services and performance marketing to the wider GiG Software group of companies.
Results and dividends
There have been no dividends paid in the year and no dividends have been recommended.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr P Richards
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr P Richards
Director
11 September 2026
GIG SOFTWARE (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
4
929,908
62
Cash at bank and in hand
33,603
33,097
963,511
33,159
Creditors: amounts falling due within one year
5
(1,803,015)
(828,079)
Net current liabilities
(839,504)
(794,920)
Capital and reserves
Called up share capital
7
100
100
Other reserves
109,159
38,421
Profit and loss reserves
(948,763)
(833,441)
Total equity
(839,504)
(794,920)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved and signed by the director and authorised for issue on 11 September 2026
Mr P Richards
Director
Company registration number 15670505 (England and Wales)
GIG SOFTWARE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information
GiG Software (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Courtyard, High Street, Ascot, Berkshire, SL5 7HP.
1.1
Reporting period
The Company was incorporated on 23 April 2024. Therefore, the prior financial period represented a shorter period of 8 months.
Consequently, the comparative amounts presented in these financial statements, including the related notes, are not fully comparable with those for the current year of 12 months.
1.2
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
The financial statements have been prepared on a going concern basis as the company's ultimate parent company, GiG Software PLC has provided written confirmation of their willingness to provide continued financial support to the company for the foreseeable future, defined as at least 12 months from the date of signing the GiG Software (UK) Limited financial statements for the period ended 31 December 202true5.
GiG Software PLC have considered a period of at least 12 months from the date of approval of these financial statements and have assessed that the group has sufficient funding and resources available to it to enable the group to meet its forecasted operating expenditure for at least 12 month from the date of signing these financial statements. Based on this support and the financial position of the group, the director considers it appropriate to prepare these financial statements on a going concern basis.
1.4
Turnover
Turnover represents amounts receivable from Group companies in respect of costs recharged in accordance with the Group's transfer pricing policy and intercompany agreements. Revenue is recognised in the period in which the underlying costs are incurred and the related services are provided, with the applicable transfer pricing mark-up applied in accordance with the relevant agreements.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
GIG SOFTWARE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
GIG SOFTWARE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.10
Share-based payments
The company’s employees participate in a share-based payment arrangement where it’s ultimate parent company, GiG Software PLC grants share options to its employees. The company has elected to recognise and measure it’s share based payment expense on the basis of a reasonable allocation of the expense recognised by GiG Software PLC. As the company has no obligation towards the employee, the share-based payment arrangement is an equity-settled scheme.
The directors consider the number of options granted to the company's employees compared to the total number of options granted under the group plan to be reasonable basis for allocating the expense. The corresponding adjustment is made to equity.
1.11
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
10
5
3
Director's remuneration
2025
2024
£
£
Remuneration paid to directors
291,907
139,926
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
4
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
921,928
Other debtors
7,980
62
929,908
62
GIG SOFTWARE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
5
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
1,540
927
Amounts owed to group undertakings
1,687,857
738,753
Taxation and social security
94,368
57,141
Other creditors
19,250
31,258
1,803,015
828,079
6
Share-based payment transactions
The director and certain employees of the company participate in a share option scheme operated by the ultimate controlling entity, GiG Software PLC (Group). At 31 December 2025, 1,361,271 share options (2024: 1,386,271) were held by UK employees. During the year, 25,000 options were forfeited following the departure of a UK employee prior to completion of the vesting period.
The options vest over a three-year period from the commencement of employment, with one-third vesting each year, subject to the employee remaining in employment until the relevant vesting date.
The Company recognises an appropriate allocation of the Group's share-based payment charge attributable to UK employees participating in the Group scheme. The directors consider the allocation to be a reasonable basis for determining the charge attributable to the Company, with the corresponding amount recognised in equity.
The share-based payment expense recognised in the year amounts to £70,738 (2024: £38,421), of which £20,974 (2024: £8,477) relates to a director. The cumulative amount recognised in other reserves at 31 December 2025 was £109,159 (2024: £38,421).
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
100
100
100
100
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 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.
GIG SOFTWARE (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Audit report information
(Continued)
- 7 -
Senior Statutory Auditor:
Andrew Beet
Statutory Auditor:
Kirk Rice LLP
Date of audit report:
14 September 2026
9
Ultimate controlling party
The immediate parent undertaking of GiG Software (UK) Limited is iGamingCloud Limited (Malta). The ultimate parent, the ultimate controlling party, and largest and smallest group of which the company is a member for which group financial statements are drawn up, is GiG Software PLC incorporated in Malta, registered office: @GiG Beach, Triq id-Dragunara, St Julian’s, Malta. Consolidated financial statements for GiG Software PLC can be obtained from the website: https://www.gig.com under the investor relations section.