The director presents the strategic report for the year ended 31 January 2025.
The group’s principal activity during the year continued to be that of a premium footwear and apparel retailer, trading online and in-store.
Revenue for the year ending 31 January 2025 was £5.0m (2024: £16.5m).
The group realised operational efficiencies during the year, including closing the remaining physical store locations by January 2025. These changes incurred one-off costs and reduced margin due to stock clearance. This shift allowed the company to focus long-term on sustainably profitable sales channels, with a lower cost base.
Following the closure of the physical store in Italy, in September 2024 the Italian subsidiary, Kickgame S.R.L., formally appointed liquidators and control ceased on this date.
During the year, a change in shareholder control accelerated business improvement initiatives, including the appointment of a new management team, new brand partnerships and a new, high profile brand ambassador.
The director has not recommended a dividend (2024: £nil).
The principal risk that could materially affect the business, revenue, net income, net assets or liquidity is general economic and counterparty risk.
Credit risk
Credit risk represents the potential for loss due to the default or deterioration in the credit quality of a counterparty. Credit risk is managed by reviewing the credit quality of the counterparties. The group’s maximum exposure to credit risk is equivalent to the carrying value of its receivables. The group’s credit exposures are described further below:
Cash at bank: To mitigate the risk of credit loss, the group places substantially all of its deposits with highly-rated banks.
Trade and other receivables: The group is exposed to credit risk from its amounts due from third parties. As at 31 January 2025, the group expected payment in full of trade and other receivables.
Currency risk
Currency risk is the risk that the group is exposed to fluctuations in foreign exchange rates leading to losses or variation of trade receivables and payables values (transaction and translation currency risk). The risk is managed by regular reviews of the foreign currency positions.
Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group seeks to manage liquidity risk by regularly forecasting future cashflows to ensure sufficient funds are available to meet the group’s financial obligations for the foreseeable future.
Interest rate risk
Interest rate risk is the risk that the group will incur higher costs due to increases in market interest rates on borrowing. The director does not consider the company to be exposed to significant interest rate risk due to the short term nature of its borrowing facilities.
The group’s key performance indicators are revenue, gross profit margin and EBITDA.
Revenue was £5.0m (2024: £16.5m), gross profit margin was 20.3% (2024: 18.1%) and EBITDA was (£3.7m) (2024: (£5.6m)), reflecting the business changes described above.
On behalf of the board
The director presents the annual report and financial statements for the year ended 31 January 2025.
The results for the year are set out on page 9.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
No preference dividends were paid. The director does not recommend payment of a final dividend.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
In October 2025 the company changed inventory management system to a third party provider and will no longer utilise the internally developed software. As a result, software development costs capitalised as intangible assets at the reporting date no longer have a future economic benefit. Accordingly, this asset (as detailed in note 14) has been fully derecognised during the year ended 31 January 2026.
Subsequent to the year end, amendments were made to the Company's Convertible Loan Note agreements. The Automatic Conversion Date was extended from 31 December 2025 to 31 December 2027 and the Aggregate Principal Notes Limit was increased from £5,000,000 to £10,000,000. After the year end a further £1,270,000 was issued.
In addition, after the year end the company received further loans from fund entities managed by VGC Partners LLP totalling £190,000.
Following the reporting date, the company entered into a number of funding arrangements with Shopify. The company has continued to meet all repayment requirements under the facilities in accordance with the agreed terms.
The auditor, Shaw Gibbs (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The group have chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's Strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so with respect to financial risk management and future developments.
In preparing these financial statements, the director has reviewed trading and cashflow forecasts for a 3 year period from the date of approval of the financial statements. These forecasts are based on a prudent estimate of trading income and take into consideration cost reduction initiatives identified and implemented, further available mitigating actions, losses incurred, the new management team, new brand partnership and further funds raised to date.
As detailed further in note 28 further loans of £1,460,000 were received from funds managed by VGC Partners LLP.
Taking the above into consideration, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for at least 12 months from the approval of these accounts. Thus, the director continues to adopt the going concern basis of accounting in preparing the financial statements.
We have audited the financial statements of KickGame Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.
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.
At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the group and company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.
During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.
We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:
Reviewing the controls set in place by management;
Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;
Challenging management assumptions with regard to accounting estimates; and
Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Loss for the financial year is all attributable to the owners of the parent company.
The total comprehensive expense for the year is all attributable to the owners of the parent company. Further details of the discontinued operations can be found in note 13.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £4,304,232 (2024: £6,351,249).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
KickGame Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Office 102, 120 New Cavendish Street, London, W1W 6XX.
The group consists of KickGame Limited and all of its subsidiaries.
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, including the provisions applicable to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
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 £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption in Section 33 of FRS 102 and has not disclosed transactions and outstanding balances with and between its wholly (both directly and indirectly) owned subsidiary undertakings.
The company is a qualifying entity for the purpose of FRS 102, being a member of a group where the parent of that group (being this company) prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosures requirements for parent company information presented within the consolidated financial statements:
Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;
Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues': The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(A(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b)and 12.29A;
Section 33 'Related Party Disclosures': Compensation for key management personnel.
The company has taken advantage of the exemption in Section 408 of the Companies Act 2006 from disclosing its individual profit and loss account.
The consolidated group financial statements consist of the financial statements of the parent company KickGame Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
During September 2024, a liquidator was appointed to Kickgame S.R.L. As a consequence of the appointment, the Group ceased to have control over the financial and operating policies of the entity from that date.
Accordingly, Kickgame S.R.L. was deconsolidated from the Group financial statements from the date control ceased. The results of the subsidiary have been included in the consolidated financial statements up to the date of loss of control. The loss of control has been accounted for as a disposal of the subsidiary, with the resulting gain or loss recognised in the consolidated profit and loss account.
In preparing these financial statements, the director has reviewed trading and cashflow forecasts for a 3 year period from the date of approval of the financial statements. These forecasts are based on a prudent estimate of trading income and take into consideration cost reduction initiatives identified and implemented, further available mitigating actions, losses incurred, the new management team, new brand partnership and further funds raised to date.
As detailed further in note 28 further loans of £1,460,000 were received from funds managed by VGC Partners LLP.
Taking the above into consideration, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for at least 12 months from the approval of these accounts. Thus, the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Turnover represents the fair value of the consideration receivable for goods and services provided in the ordinary course of business, net of VAT, returns, trade discounts and other similar allowances.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. This is considered to be the point of sale for in-store sales and dispatch for online sales.
Where the company acts as the agent turnover represents the commission or margin receivable, excluding amounts collected on behalf of the principal, and is recognised when significant risks and rewards of ownership of the goods have passed to the buyer in line with the above.
Where payment is received from customers before the transfer of goods, the consideration received is recognised as deferred income within creditors until such time as the company’s performance obligation is satisfied, at which point the revenue is recognised in turnover.
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 recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and 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 estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's and company's balance sheet when the group/company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include trade and other 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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group/company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group/company after deducting all of its liabilities.
Basic financial liabilities, including trade and other creditors, bank loans, and amounts owed to group undertakings, 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.
Financial liabilities are derecognised when the group's/company's contractual obligations expire or are discharged or cancelled.
Convertible loan notes are classified as financial liabilities where the terms of the instrument do not give rise to an equity component under FRS 102. The loan notes are initially recognised at the fair value of the consideration received, net of transaction costs, and are subsequently measured at amortised cost using the effective interest method. Interest expense, including the amortisation of any discount and transaction costs, is recognised in profit or loss over the term of the instrument.
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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the year and contributions actually paid are shown as other creditors.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes methodology. The fair value determined at the grant date is expensed over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the reporting date. All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income.
Assets and liabilities of overseas subsidiaries are translated into the group's presentation currency at the rate ruling at the reporting date. Income and expenses of overseas subsidiaries are translated at the average rate for the year as the directors consider this to be a reasonable approximation to the rate at the date of the transaction. Translation differences are recognised in other comprehensive income and accumulated in equity.
Capital contribution reserve
The capital contribution reserve represents the benefit arising on the initial recognition of interest-free loans received from a related party.
In accordance with Section 11 of FRS 102, the loans have been measured on initial recognition at the present value of future cash flows discounted using a market rate of interest for a similar debt instrument. The difference between the fair value of the loans on initial recognition and the proceeds received has been recognised as a capital contribution from the related party and presented within equity as a capital contribution reserve.
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount 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.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
The group has opted to capitalise relevant expenses incurred relating to the development of its internally generated software. Included in these expenses is an estimation for employee time. The director makes this estimate based on each employee role and the expected time spent on the development of the software. For further details see note 14.
The useful economic lives of the intangible assets have been derived from the judgement of the director, using their best estimate of the write down period. For further details see note 14.
The useful economic lives of the tangible fixed assets have been derived from the judgement of the director, using their best estimate of the write-down period. For further details see note 15.
Stocks are valued at the lower of cost and estimated selling prices less costs to complete and sell. Cost is determined using the first-in-first-out (FIFO) method. Estimated selling price less costs to complete and sell, includes, where necessary, provisions for slow moving and obsolete stocks. The calculation of these provisions takes into consideration the forecasted customer demand, the promotional, competitive and economic environment as well as the ageing of stock. These variables are monitored by the director. At the reporting date, the group has a provision of £121,837 (2024: £380,345) in regard to slow moving and obsolete stock.
The company operates an employee share option scheme which is equity settled. The options are valued using the Black Scholes methodology with a charge to the profit and loss account and a corresponding increase in the equity being computed each year. The cost of this scheme and the fair value of the obligation depends on a number of factors, including: the value of the company's shares at each grant date, the company's risk free interest rate, the time until the expiration of the options and the company's volatility. Management estimate these factors in determining the fair value, based on historic and benchmarked information.
The turnover is attributable to the principal activity of the group.
The above costs relate to the closure of various retail shops.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).
As mentioned in note 2 of these financial statements, a portion of wages costs (including directors remuneration) has been capitalised due to time spent on the development of the internal software. The above total directors remuneration includes an adjustment of £49,737 (2024: £164,919) relating to capitalised remuneration, thereby reducing the amount disclosed. This has not been taken into account for the disclosure of highest paid director.
In September 2024, Kickgame S.R.L went into liquidation and subsequently the group's control was lost. At that date, the company had external net liabilities of £212,925.
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The discontinued operations relate to the subsidiaries in Netherlands and Italy, which ceased trading during the previous financial year.
Amortisation of intangible assets is included within Administrative expenses in the group statement of comprehensive income.
As detailed in note 28, after the year end the company is no longer utilising the internally developed software and it no longer generates future economic benefit and as such has been derecognised in the 2026 financial year.
The company's investment in subsidiaries was written off in the prior year.
Details of the company's subsidiary at 31 January 2025 are as follows:
Registered office addresses:
Conance Limited holds a security by way of a fixed and floating charge covering all the property or undertaking of the company. This charge was created on 30 August 2023.
Other loans relate to amounts due to Conance Limited which are repayable on demand.
Loans from group undertakings are unsecured, do not bear interest and are repayable on 31 December 2026.
The liability component is measured at amortised cost, the loan notes mature in December 2025 and consist of £3,458,000 capital and £271,902 interest at the reporting date. The loan notes accrue interest at 10% per annum.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the 2022 financial period, the company established an Enterprise Management Incentive share option plan under which it has granted rights for its equity instruments to some of its employees. The share options vest evenly on a monthly basis over a 2-4 year period from the option grant date. If options remain unexercised after a period of 10 years from the date of grant, the options expire. The weighted average remaining life of the options is nil years.
The fair value of options expensed in the year was £nil (2024: £83,105). During the year, the company reversed previously recognised share option expenses of £208,538 (2024: £nil) due to forfeitures.
Ordinary shares carry voting, dividend and capital distribution rights. They do not confer any rights of redemption.
Preference shares carry voting, dividend and capital distribution rights. They also carry rights to a 3% per annum preferred dividend and priority on distributions of capital.
Distributions of capital are allocated to the Preference shareholders in the first instance and any excess will be distributed pro rata to all shareholders.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
In October 2025 the company changed inventory management system to a third party provider and will no longer utilise the internally developed software. As a result, software development costs capitalised as intangible assets at the reporting date no longer have a future economic benefit. Accordingly, this asset (as detailed in note 14) has been fully derecognised during the year ended 31 January 2026.
Subsequent to the year end, amendments were made to the Company's Convertible Loan Note agreements. The Automatic Conversion Date was extended from 31 December 2025 to 31 December 2027 and the Aggregate Principal Notes Limit was increased from £5,000,000 to £10,000,000. After the year end a further £1,270,000 was issued.
In addition, after the year end the company received further loans from fund entities managed by VGC Partners LLP totalling £190,000.
Following the reporting date, the company entered into a number of funding arrangements with Shopify. The company has continued to meet all repayment requirements under the facilities in accordance with the agreed terms.
At the year end, a former director had an overdrawn loan account of £5,714 (2024: £23,056). The loan is interest free and has no fixed repayment date. The relevant director resigned on 11 June 2024.
At the year end, the company owed a former director £nil (2024: £1,907). The loan is interest free and has no fixed repayment date. The relevant director resigned on 11 June 2024.
During the year, the company paid fees of £679,167 (2024: £40,000) to an entity controlled by the director, in respect of operational management, corporate finance, legal, and accounting fees incurred in connection with the fundraising, operational and investment activities undertaken by the company during the year. At the year end, the company owed £nil (2024: £24,000) to that entity.
During the year, the company paid consultancy fees of £nil (2024: £12,750) to Greyson Whitley Limited, a company whereby the director has an interest. At the year end, there were no balances owed to Greyson Whitley Limited.
During the year the company issued convertible loan notes to a fund entity managed by VGC Partners LLP, a partnership in which the director has an interest. The relevant amounts are disclosed in note 22. In addition, during the year the company received loans from fund entities managed by VGC Partners LLP. The relevant amounts are disclosed in note 21.
The company has taken advantage of the exemption provided by FRS102 Section 33, not to disclose transactions and outstanding balances with its 100% directly or indirectly controlled subsidiary undertakings which form part of the Kickgame Group.