Company registration number 14862932 (England and Wales)
FATELESS LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
FATELESS LTD
CONTENTS
Page
Accountants' report
1
Balance sheet
2
Notes to the financial statements
3 - 6
FATELESS LTD
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF FATELESS LTD FOR THE YEAR ENDED 31 DECEMBER 2025
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In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Fateless Ltd for the year ended 31 December 2025 which comprise, the balance sheet and the related notes from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.
This report is made solely to the board of directors of Fateless Ltd, as a body, in accordance with the terms of our engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Fateless Ltd and state those matters that we have agreed to state to the board of directors of Fateless Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Fateless Ltd and its board of directors as a body, for our work or for this report.
It is your duty to ensure that Fateless Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Fateless Ltd. You consider that Fateless Ltd is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Fateless Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Carpenter Box
24 September 2026
Chartered Accountants
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1RL
FATELESS LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 2 -
2025
2024
Notes
$
$
$
$
Fixed assets
Intangible assets
3
11,270,078
3,990,187
Tangible assets
4
14,012
14,055
11,284,090
4,004,242
Current assets
Debtors
5
65,445
37,676
Cash at bank and in hand
725,597
1,018,775
791,042
1,056,451
Creditors: amounts falling due within one year
6
(159,425)
(174,346)
Net current assets
631,617
882,105
Net assets
11,915,707
4,886,347
Capital and reserves
Called up share capital
8
2,300
1,900
Share premium account
13,994,660
5,999,600
Profit and loss reserves
(2,081,253)
(1,115,153)
Total equity
11,915,707
4,886,347
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered 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 24 September 2026 and are signed on its behalf by:
Mr D J Francis
Director
Company registration number 14862932 (England and Wales)
FATELESS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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1
Accounting policies
Company information
Fateless Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Amelia House, Crescent Road, Worthing, West Sussex, BN11 1QR.
1.1
Accounting convention
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 United States Dollars, 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.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Losses totalling $1,307,565 have been posted for the period, however this is to be expected during the initial development stages of the video game.
1.3
Turnover
Turnover is recognised at the fair value of the consideration receivable for services provided in the normal course of business, and is shown net of VAT.
1.4
Intangible fixed assets other than goodwill
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
Not amortised
1.5
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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer equipment
33% per annum on a straight balance basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
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.
FATELESS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
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1.7
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.
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.
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.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Employees
The average monthly number of persons employed by the company during the year was 3 (2024 - nil).
FATELESS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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3
Intangible fixed assets
Development costs
$
Cost
At 1 January 2025
3,990,187
Additions
7,279,891
At 31 December 2025
11,270,078
Amortisation and impairment
At 1 January 2025 and 31 December 2025
Carrying amount
At 31 December 2025
11,270,078
At 31 December 2024
3,990,187
4
Tangible fixed assets
Computer equipment
$
Cost
At 1 January 2025
16,400
Additions
5,555
At 31 December 2025
21,955
Depreciation and impairment
At 1 January 2025
2,345
Depreciation charged in the year
5,598
At 31 December 2025
7,943
Carrying amount
At 31 December 2025
14,012
At 31 December 2024
14,055
5
Debtors
2025
2024
Amounts falling due within one year:
$
$
Other debtors
65,445
37,676
FATELESS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
6
Creditors: amounts falling due within one year
2025
2024
$
$
Trade creditors
136,414
168,539
Taxation and social security
806
Other creditors
22,205
5,807
159,425
174,346
7
Share-based payment transactions
Liabilities and expenses
During the period to 31 December 2025 the company had a share option plan in operation.
As at 31 December 2025 a total of 82,664 $0.001 ordinary share options in the company have been granted. These options were granted to third parties of Fateless Limited, all with an exercise price of $15.00.
The options can only be exercised following the option date of 1 September 2026 and on the condition that a notice of exercise of option is executed. If the options remain unexercised after the 1 September 2033 or the option holder is no longer engaged under the contract of services signed between Fateless Limited & the option holder the options expire.
The directors have recorded no change within the financial statements on the on the grounds of immateriality.
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of $0.001 each
1,674,239
1,521,198
1,674
1,521
2025
2024
2025
2024
Preference share capital
Number
Number
$
$
Issued and fully paid
Preference shares of $0.001 each
625,534
378,802
626
379
Preference shares classified as equity
626
379
Total equity share capital
2,300
1,900