Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-312022-12-31falsefalse2022-01-0141false 13353079 2022-01-01 2022-12-31 13353079 2021-04-23 2021-12-31 13353079 2022-12-31 13353079 2021-12-31 13353079 c:Director1 2022-01-01 2022-12-31 13353079 c:Director2 2022-01-01 2022-12-31 13353079 c:Director3 2022-01-01 2022-12-31 13353079 c:Director4 2022-01-01 2022-12-31 13353079 c:RegisteredOffice 2022-01-01 2022-12-31 13353079 d:OfficeEquipment 2022-01-01 2022-12-31 13353079 d:Goodwill 2022-01-01 2022-12-31 13353079 d:CurrentFinancialInstruments 2022-12-31 13353079 d:CurrentFinancialInstruments 2021-12-31 13353079 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 13353079 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 13353079 d:ShareCapital 2022-01-01 2022-12-31 13353079 d:ShareCapital 2022-12-31 13353079 d:ShareCapital 2021-04-23 2021-12-31 13353079 d:ShareCapital 2021-12-31 13353079 d:SharePremium 2022-01-01 2022-12-31 13353079 d:SharePremium 2022-12-31 13353079 d:SharePremium 2021-04-23 2021-12-31 13353079 d:SharePremium 2021-12-31 13353079 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 13353079 d:RetainedEarningsAccumulatedLosses 2022-12-31 13353079 d:RetainedEarningsAccumulatedLosses 2021-04-23 2021-12-31 13353079 d:RetainedEarningsAccumulatedLosses 2021-12-31 13353079 d:RetainedEarningsAccumulatedLosses 2021-04-23 13353079 c:OrdinaryShareClass1 2022-01-01 2022-12-31 13353079 c:OrdinaryShareClass1 2022-12-31 13353079 c:OrdinaryShareClass1 2021-12-31 13353079 c:FRS102 2022-01-01 2022-12-31 13353079 c:Audited 2022-01-01 2022-12-31 13353079 c:FullAccounts 2022-01-01 2022-12-31 13353079 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 13353079 d:Subsidiary1 2022-01-01 2022-12-31 13353079 d:Subsidiary1 1 2022-01-01 2022-12-31 13353079 d:Subsidiary2 2022-01-01 2022-12-31 13353079 d:Subsidiary2 1 2022-01-01 2022-12-31 13353079 d:Subsidiary3 2022-01-01 2022-12-31 13353079 d:Subsidiary3 1 2022-01-01 2022-12-31 13353079 d:Subsidiary4 2022-01-01 2022-12-31 13353079 d:Subsidiary4 1 2022-01-01 2022-12-31 13353079 d:Subsidiary5 2022-01-01 2022-12-31 13353079 d:Subsidiary5 1 2022-01-01 2022-12-31 13353079 d:Subsidiary6 2022-01-01 2022-12-31 13353079 d:Subsidiary6 1 2022-01-01 2022-12-31 13353079 d:Subsidiary7 2022-01-01 2022-12-31 13353079 d:Subsidiary7 1 2022-01-01 2022-12-31 13353079 c:Consolidated 2022-12-31 13353079 c:ConsolidatedGroupCompanyAccounts 2022-01-01 2022-12-31 13353079 2 2022-01-01 2022-12-31 13353079 6 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 13353079






GCEX HOLDING LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 
GCEX HOLDING LIMITED
 
 
COMPANY INFORMATION


Directors
L B Holst 
R Z Kirketerp-Moller 
J R Petersen 
D S Stojanovic 




Registered number
13353079



Registered office
2nd Floor
75 King William Street

London

United Kingdom

EC4N 7BF




Independent auditors
Calder & Co
Chartered Accountants & Statutory Auditors

30 Orange Street

London

WC2H 7HF





 
GCEX HOLDING LIMITED
 

CONTENTS



Page
Group strategic report
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Consolidated profit and loss account
 
 
9
Consolidated statement of comprehensive income
 
 
10
Consolidated statement of financial position
 
 
11 - 12
Company statement of financial position
 
 
13
Consolidated statement of changes in equity
 
 
14
Company statement of changes in equity
 
 
15
Consolidated statement of cash flows
 
 
16 - 17
Consolidated analysis of net debt
 
 
18
Notes to the financial statements
 
 
19 - 32


 
GCEX HOLDING LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The directors present their strategic report on GCEX (the “Group”) for the period ended 31 December 2022. All narrative and quantitative information is unaudited unless stated otherwise.
Activities 
The Group offers trading and technology services for both financial products (FX and contracts for difference ("CFD")) and digital assets. 
The Group is domiciled in the United Kingdom and the address of its registered office is 75 King William Street, London, EC4N 7BE. There are also entities of the Group in Denmark, Switzerland and the UAE.

Business review
 
The year 2022 was a positive period for the Group as the firm experienced rapid growth, generating a revenue of £5.2m (2021 £1.6m) and achieving a net profit before tax of £1.35m (2021: £0.7m). The Group’s results reflected the increased market acceptance of digital assets, as well as higher trading activity due to market volatility.
The Group aims to reinvest these profits to help the firm develop a strong net equity position and allow for continued investment in trading platform technology, and to source increased liquidity for its client base. 
Despite the challenges posed by the collapse of FTX and other businesses in the industry towards the end of the year, the Group has not experienced any significant loss of its client base. However, trading volume and revenue did drop towards the end of the year. 
The Group has considered the implications of sanctions and the war in Ukraine, and it has not experienced any material impact or interruption to its business. All clients have been screened and checked to confirm that they are not on any current sanctions lists. 
The main risks identified by the Director are dealt with individually below.

Page 1

 
GCEX HOLDING LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Principal risks and uncertainties
 
Systems and controls are in place to manage and mitigate risks at all times. The group monitors its potential risk exposure on an on-going basis. Where relevant, some of the risks are monitored in real time. Where this is not relevant or practical, these are monitored on a daily, weekly or monthly basis. The following are the key risks impacting the Company: Market risk, Counterparty credit risk, Liquidity risk and Operational risk. 
Market risk 
Market risk is defined as the risk of loss arising from an adverse move in the value of assets or liabilities. The risk is managed through appropriate hedging strategies and prudent risk limits. The group policy is to hedge 100% of it's clients' trades and therefore significantly reduces this risk.
Counterparty credit risk 
Counterparty credit risk is the risk of loss due to a counterparty failing to discharge its obligations. The group manages its assets across different institutions and counterparties to minimise the exposure to any one counterparty. Relevant due diligence is performed on all new and existing counterparty relationships to identify any specific risks. 
Liquidity risk 
Liquidity risk is the risk that the company will fail to meet its financial obligations as they fall due. The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable demands. It does this primarily by managing its cash balances and creditor days in an effective manner.

Financial key performance indicators
 
The director believe the following to be the group's financial key performance indicators:
                                            
 2022                   2021
Operating profit (loss)     £1,370,111         £715,263 
Capital and reserves         £7,142,692         £2,465,247
The company's results are in line with management expectations for the year.

Other key performance indicators
 
The director believes that analysis using other key performance indicators for the group in isolation is not necessary or appropriate for an understanding of its development, performance or market position.


This report was approved by the board on 29 September 2023 and signed on its behalf.



L B Holst
Director

Page 2

 
GCEX HOLDING LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Principal activity

The principal activity of the company during the period under review was that of a holding company.

Results and dividends

The profit for the year, after taxation, amounted to £1,137,581 (2021 - £529,013).

The director does not recommend the payment of a dividend.

Page 3

 
GCEX HOLDING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


Directors

The directors who served during the year were:

L B Holst 
R Z Kirketerp-Moller 
J R Petersen 
D S Stojanovic 

Future developments

GCEX Holding Ltd established a number of subsidiaries during the period for the development of the brokage businesses on a global scale: 
GC Exchange A/S, which is authorised by the Danish Financial Supervisory Authority as a Currency Exchange (FTID 45020) and registered as a Virtual Asset Service Provider (FTID 17524) under the AML regulation. 
GC Exchange Fondsmæglerselskab A/S, an investment firm regulated by the Danish Supervisory Authority (FTID 8347). 
GC Exchange FZE, domiciliated in Dubai, UAE in process of obtaining an operational license for a Virtual Asset Service Provider (VASP) with VARA (Virtual Assets Regulatory Authority).

Disclosure of information to auditors

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

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

Auditors

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

This report was approved by the board on 29 September 2023 and signed on its behalf.
 





L B Holst
Director

Page 4

 
GCEX HOLDING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCEX HOLDING LIMITED
 

Opinion


We have audited the financial statements of GCEX Holding Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's profit 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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.


Page 5

 
GCEX HOLDING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCEX HOLDING LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept 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


Page 6

 
GCEX HOLDING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCEX HOLDING LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions were held with the directors with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:
• Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law and Tax and Pensions legislation.
• Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business include GDPR.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations, enquiries with the same concerning any actual or potential litigation or claims, testing the appropriateness of entries in the nominal ledger, including journal entries, reviewing transactions around the end of the reporting period and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
 


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


Page 7

 
GCEX HOLDING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GCEX HOLDING LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Ian Rosmarin (Senior statutory auditor)
for and on behalf of
Calder & Co
Chartered Accountants & Statutory Auditors
30 Orange Street
London
WC2H 7HF

30 September 2023
Page 8

 
GCEX HOLDING LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
  
5,215,820
1,586,350

Cost of sales
  
(759,712)
(204,047)

Gross profit
  
4,456,108
1,382,303

Administrative expenses
  
(3,085,997)
(667,040)

Operating profit
  
1,370,111
715,263

Interest receivable and similar income
  
1,206
-

Interest payable and similar expenses
  
(16,456)
-

Profit before tax
  
1,354,861
715,263

Tax on profit
 6 
(217,280)
(186,250)

Profit for the financial year
  
1,137,581
529,013

Profit for the year attributable to:
  

Owners of the parent
  
1,137,581
529,013

  
1,137,581
529,013

The notes on pages 19 to 32 form part of these financial statements.

Page 9

 
GCEX HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£


Profit for the financial year
  
1,137,581
529,013


Danish development provision
  
59,650
-

Total comprehensive income for the year
  
1,197,231
529,013

Profit for the year attributable to:
  


Owners of the parent Company
  
1,137,581
529,013

  
1,137,581
529,013

Total comprehensive income attributable to:
  


Owners of the parent Company
  
1,197,231
529,013

  
1,197,231
529,013

The notes on pages 19 to 32 form part of these financial statements.

Page 10

 
GCEX HOLDING LIMITED
REGISTERED NUMBER: 13353079

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 7 
1,110,596
1,112,477

Tangible assets
 8 
28,287
41,577

Investments
 9 
100,322
-

  
1,239,205
1,154,054

Current assets
  

Debtors: amounts falling due within one year
 10 
539,013
145,636

Cash at bank and in hand
 11 
25,622,182
18,561,543

  
26,161,195
18,707,179

Creditors: amounts falling due within one year
 12 
(20,257,708)
(17,390,360)

Net current assets
  
 
 
5,903,487
 
 
1,316,819

Total assets less current liabilities
  
7,142,692
2,470,873

Provisions for liabilities
  

Deferred taxation
 14 
-
(5,626)

  
 
 
-
 
 
(5,626)

Net assets excluding pension asset
  
7,142,692
2,465,247

Net assets
  
7,142,692
2,465,247


Capital and reserves
  

Called up share capital 
 15 
26,122
23,253

Share premium account
 16 
5,390,326
1,912,981

Profit and loss account
 16 
1,726,244
529,013

  
7,142,692
2,465,247


Page 11

 
GCEX HOLDING LIMITED
REGISTERED NUMBER: 13353079
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2022

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2023.




L B Holst
Director

The notes on pages 19 to 32 form part of these financial statements.

Page 12

 
GCEX HOLDING LIMITED
REGISTERED NUMBER: 13353079

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 7 
(111,616)
-

Investments
 9 
5,174,000
2,522,491

  
5,062,384
2,522,491

Current assets
  

Debtors: amounts falling due within one year
 10 
100,455
3,044,572

  
100,455
3,044,572

Creditors: amounts falling due within one year
 12 
(65,853)
(3,642,680)

Net current assets/(liabilities)
  
 
 
34,602
 
 
(598,108)

Total assets less current liabilities
  
5,096,986
1,924,383

  

  

Net assets excluding pension asset
  
5,096,986
1,924,383

Net assets
  
5,096,986
1,924,383


Capital and reserves
  

Called up share capital 
 15 
26,122
23,253

Share premium account
 16 
5,390,326
1,912,981

Profit and loss account brought forward
  
(11,851)
-

Loss for the year
  
(307,611)
(11,851)

Profit and loss account carried forward
  
(319,462)
(11,851)

  
5,096,986
1,924,383


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

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2023.


L B Holst
Director

The notes on pages 19 to 32 form part of these financial statements.

Page 13

 
GCEX HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


Comprehensive income for the period

Profit for the period
-
-
529,013
529,013
529,013
Total comprehensive income for the period
-
-
529,013
529,013
529,013


Contributions by and distributions to owners

Shares issued during the period
23,253
1,912,981
-
1,936,234
1,936,234


Total transactions with owners
23,253
1,912,981
-
1,936,234
1,936,234



At 1 January 2022
23,253
1,912,981
529,013
2,465,247
2,465,247


Comprehensive income for the year

Profit for the year
-
-
1,137,581
1,137,581
1,137,581

Other movement
-
-
59,650
59,650
59,650
Total comprehensive income for the year
-
-
1,197,231
1,197,231
1,197,231


Contributions by and distributions to owners

Shares issued during the year
2,869
3,477,345
-
3,480,214
3,480,214


Total transactions with owners
2,869
3,477,345
-
3,480,214
3,480,214


At 31 December 2022
26,122
5,390,326
1,726,244
7,142,692
7,142,692


The notes on pages 19 to 32 form part of these financial statements.

Page 14

 
GCEX HOLDING LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(11,851)
(11,851)
Total comprehensive income for the period
-
-
(11,851)
(11,851)


Contributions by and distributions to owners

Shares issued during the period
23,253
1,912,981
-
1,936,234


Total transactions with owners
23,253
1,912,981
-
1,936,234



At 1 January 2022
23,253
1,912,981
(11,851)
1,924,383


Comprehensive income for the period

Loss for the year
-
-
(307,611)
(307,611)
Total comprehensive income for the year
-
-
(307,611)
(307,611)


Contributions by and distributions to owners

Shares issued during the year
2,869
3,477,345
-
3,480,214


Total transactions with owners
2,869
3,477,345
-
3,480,214


At 31 December 2022
26,122
5,390,326
(319,462)
5,096,986


The notes on pages 19 to 32 form part of these financial statements.

Page 15

 
GCEX HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Profit for the financial year
1,137,581
529,013

Adjustments for:

Amortisation of intangible assets
228,579
100,275

Depreciation of tangible assets
17,053
15,847

Loss on disposal of tangible assets
9,725
-

Interest paid
16,456
-

Interest received
(1,206)
-

Taxation charge
(5,626)
186,250

(Increase) in debtors
(309,967)
(145,636)

Increase in creditors
2,569,807
17,272,133

Increase in provisions
59,650
-

Corporation tax received
214,131
6,182

Net cash generated from operating activities

3,936,183
17,964,064


Cash flows from investing activities

Purchase of intangible fixed assets
(226,698)
(1,265,063)

Purchase of tangible fixed assets
(15,261)
(73,692)

Sale of tangible fixed assets
1,773
-

Purchase of unlisted and other investments
(100,322)
-

Interest received
1,206
-

Net cash from investing activities

(339,302)
(1,338,755)
Page 16

 
GCEX HOLDING LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


2022
2021

£
£



Cash flows from financing activities

Issue of ordinary shares
3,480,214
1,936,234

Interest paid
(16,456)
-

Net cash used in financing activities
3,463,758
1,936,234

Net increase in cash and cash equivalents
7,060,639
18,561,543

Cash and cash equivalents at beginning of year
18,561,543
-

Cash and cash equivalents at the end of year
25,622,182
18,561,543


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
25,622,182
18,561,543

25,622,182
18,561,543


The notes on pages 19 to 32 form part of these financial statements.

Page 17

 
GCEX HOLDING LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2022




At 1 January 2022
Cash flows
At 31 December 2022
£

£

£

Cash at bank and in hand

18,561,543

7,060,639

25,622,182

Debt due within 1 year

(458,959)

457,891

(1,068)


18,102,584
7,518,530
25,621,114

The notes on pages 19 to 32 form part of these financial statements.

Page 18

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

GCEX Holding Limited is a private company limited by share capital, incorporated in England and Wales, registration number 13353079. The address of the registered office 2nd Floor 75 King William Street, London, United Kingdom, EC4N 7BF.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 11 June 2021.

 
2.3

Going concern

The directors considers that it is appropriate for the accounts to be prepared on a going concern basis for this period.

Page 19

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 20

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

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

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 21

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated profit and loss account over its useful economic life.

Other intangible assets

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

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

Page 22

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
20%
/ 25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 23

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily ascertainable from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes may differ from these estimates.
The estimates and underlying assumptions are reviewed on a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.
The key areas of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below:
Prepayments & Accrued Expenditure
The company includes a provision for invoices which are yet to be received from and amounts paid in advance to suppliers. These provisions are estimated based upon the expected values of the invoices which are issued and services received following the period end.

Page 24

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2022
2021
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
10,000
4,800


5.


Employees

2022
2021
£
£

Wages and salaries
1,150,595
212,783

Social security costs
55,405
18,836

Cost of defined contribution scheme
8,981
3,964

1,214,981
235,583


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Directors
21
1
4
1



Staff
13
3
-
-

34
4
4
1

Page 25

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
285,201
6,182


285,201
6,182

Foreign tax


Foreign tax on income for the year
21,116
286

21,116
286

Total current tax
306,317
6,468

Deferred tax


Origination and reversal of timing differences
(89,037)
179,782

Total deferred tax
(89,037)
179,782


Taxation on profit on ordinary activities
217,280
186,250

Factors affecting tax charge for the year/period

The tax assessed for the year/period is the same as (2021 - the same as) the standard rate of corporation tax in the UK of 19% (2021 - 19%) as set out below:

2022
2021
£
£


Profit on ordinary activities before tax
1,354,861
715,263


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
257,424
135,900

Effects of:


Capital allowances for year/period in excess of depreciation
(7,996)
(2,975)

Other timing differences leading to an increase (decrease) in taxation
-
2,161

Other differences leading to an increase (decrease) in the tax charge
(32,148)
51,164

Total tax charge for the year/period
217,280
186,250

Page 26

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Intangible assets

Group and Company





Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2022
520,957
744,106
1,265,063


Additions
226,698
-
226,698



At 31 December 2022

747,655
744,106
1,491,761



Amortisation


At 1 January 2022
152,585
-
152,585


Charge for the year on owned assets
116,963
111,616
228,579



At 31 December 2022

269,548
111,616
381,164



Net book value



At 31 December 2022
478,107
632,490
1,110,597



At 31 December 2021
368,371
744,106
1,112,477



Page 27

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Tangible fixed assets

Group






Office equipment
Other fixed assets
Total

£
£
£



Cost or valuation


At 1 January 2022
73,692
-
73,692


Additions
7,996
7,265
15,261


Disposals
(42,342)
-
(42,342)



At 31 December 2022

39,346
7,265
46,611



Depreciation


At 1 January 2022
32,115
-
32,115


Charge for the year on owned assets
15,614
1,439
17,053


Disposals
(30,844)
-
(30,844)



At 31 December 2022

16,885
1,439
18,324



Net book value



At 31 December 2022
22,461
5,826
28,287



At 31 December 2021
41,577
-
41,577


9.


Fixed asset investments

Group





Other fixed asset investments

£



Cost or valuation


Additions
100,322



At 31 December 2022
100,322




Page 28

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
2,522,491


Additions
2,651,509



At 31 December 2022
5,174,000





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Holding

GC Exchange Limited
UK
100%
GC Technology Limited
UK
100%
GC Exchange A/S
Denmark
100%
GC Technology ApS
Denmark
100%
GCEX Fondsmæglerselskab A/S
Denmark
100%
GC Exchange Switzerland AG
Switzerland
100%
GC Exchange FZE
UAE
100%

The aggregate of the share capital and reserves as at 31 December 2022 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

GC Exchange Limited
6,935,729
1,209,657

GC Technology Limited
(523,926)
363,935

GC Exchange A/S
121,125
73,547

GC Technology ApS
(60,837)
(65,594)

GCEX Fondsmæglerselskab A/S
(646)
(48,224)

GC Exchange Switzerland AG
48,849
(9,166)

GC Exchange FZE
(57,010)
(79,516)

Page 29

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Trade debtors
57,796
8,874
-
-

Amounts owed by group undertakings
-
-
69,602
3,044,572

Other debtors
275,271
94,865
-
-

Prepayments and accrued income
122,535
41,897
30,853
-

Deferred taxation
83,411
-
-
-

539,013
145,636
100,455
3,044,572



11.


Cash and cash equivalents

Group
Group
Company
2022
2021
2022
£
£
£

Cash at bank and in hand
25,622,182
18,561,543
-

25,622,182
18,561,543
-



12.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Trade creditors
182,254
115,038
1,200
-

Amounts owed to group undertakings
-
-
44,653
11,439

Corporation tax
303,724
6,182
-
-

Other taxation and social security
299,971
13,235
-
-

Other creditors
19,352,201
17,196,991
-
3,624,041

Accruals and deferred income
119,558
58,914
20,000
7,200

20,257,708
17,390,360
65,853
3,642,680


Page 30

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Financial instruments

Group
Group
2022
2021
£
£

Financial assets

Financial assets measured at fair value through profit or loss
25,622,182
18,561,543




Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


14.


Deferred taxation


Group



2022


£






At beginning of year
(5,626)


Charged to profit or loss
89,037



At end of year
83,411

Group
Group
2022
2021
£
£

Accelerated capital allowances
(1,411)
(5,626)

Tax losses carried forward
84,822
-

83,411
(5,626)


15.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



2,612,198 (2021 - 2,325,265) Ordinary shares of £0.01 each
26,122
23,253


During the period, the company issued the following Ordinary shares of £0.01 each: 277,457 shares on 24 February 2022 and 9,476 shares on 26 May 2022.

Page 31

 
GCEX HOLDING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

16.


Reserves

Share premium account

The share premium account is non-distributable.

Profit and loss account

The profit and loss reserve is fully distributable.


17.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £8,981 (2021 - £4,663). Contributions totalling £1,068 (2021 - £2,783) were payable to the fund at the balance sheet date and are included in creditors.


18.


Commitments under operating leases

The Group and the Company had no commitments under non-cancellable operating leases at the reporting date.


19.


Related party transactions

The company is exempt from disclosing the details of transactions with other group companies as they are wholly owned subsidiaries.


20.


Controlling party

Lars Holst is the ultimate controlling party.

 
Page 32