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Registered number: 08773570









FLAME DIGITAL LIMITED







UNAUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
FLAME DIGITAL LIMITED
 
 
  
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF FLAME DIGITAL LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Flame Digital Limited for the year ended 31 December 2023 which comprise the Statement of Financial Position 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 Flame Digital Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Flame Digital Limited and state those matters that we have agreed to state to the Board of Directors of Flame Digital Limited, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Flame Digital Limited and its Board of Directors, as a body, for our work or for this report. 

It is your duty to ensure that Flame Digital Limited 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 Flame Digital Limited. You consider that Flame Digital Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or review of the financial statements of Flame Digital Limited. 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.

  



Nyman Libson Paul
 
Chartered Accountants
  
Regina House
124 Finchley Road
London
NW3 5JS
11 July 2024
Page 1

 
FLAME DIGITAL LIMITED
REGISTERED NUMBER: 08773570

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
$
$

Fixed assets
  

Investments
 5 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 6 
105,390
92,819

Cash at bank and in hand
 7 
126,893
142,934

  
232,283
235,753

Creditors: amounts falling due within one year
 8 
(259,526)
(222,130)

Net current (liabilities)/assets
  
 
 
(27,243)
 
 
13,623

Total assets less current liabilities
  
(27,242)
13,624

Creditors: amounts falling due after more than one year
 9 
(18,925)
(30,971)

  

Net liabilities
  
(46,167)
(17,347)


Capital and reserves
  

Called up share capital 
  
160
160

Profit and loss account
  
(46,327)
(17,507)

  
(46,167)
(17,347)


Page 2

 
FLAME DIGITAL LIMITED
REGISTERED NUMBER: 08773570
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

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 financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with 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 by: 

Christopher Humby
Director

Date: 11 July 2024

The notes on pages 4 to 11 form part of these financial statements.

Page 3

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Flame Digital Limited is a company limited by shares and incorporated in England & Wales. The address of its registered office is 20-22 Wenlock Road, London, N1 7GU.
The principal activity of the company during the year was the provision of digital marketing services. 

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.3

Revenue

Revenue comprises digital marketing services receivable and is recognised in the Statement of Comprehensive Income in the period it is contractually generated.

 
2.4

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.

Page 4

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.4
Tangible fixed assets (continued)

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
-
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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.7

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.

 
2.8

Financial instruments

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

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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.

Page 5

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.8
Financial instruments (continued)

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

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not
Page 6

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.8
Financial instruments (continued)

classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.9

Creditors

Short term creditors are measured at the transaction price.

 
2.10

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.11

Interest income

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

 
2.12

Taxation

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 operates and generates income.

Page 7

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.13

Consolidation

In the opinion of the directors, the company and its subsidiary comprises a small group. The group therefore has taken advantage of the exemption provided by section 398 of the Companies Act 2006 not to provide group accounts.


3.


Employees

The average monthly number of employees, including directors, during the year was 2 (2022 - 2).


4.


Tangible fixed assets





Office equipment

$



Cost or valuation


At 1 January 2023
1,751



At 31 December 2023

1,751



Depreciation


At 1 January 2023
1,751



At 31 December 2023

1,751



Net book value



At 31 December 2023
-



At 31 December 2022
-

Page 8

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Fixed asset investments





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2023
1



At 31 December 2023
1





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Zinc Ads EOOD
Bulgaria
Ordinary shares
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

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

Zinc Ads EOOD
20,811
20,612

Page 9

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Debtors

2023
2022
$
$


Trade debtors
58,143
38,290

Amounts owed by group undertakings
8,851
18,829

Other debtors
38,396
35,700

105,390
92,819



7.


Cash and cash equivalents

2023
2022
$
$

Cash at bank and in hand
126,893
142,934

Less: bank overdrafts
(24,895)
(25,579)

101,998
117,355



8.


Creditors: Amounts falling due within one year

2023
2022
$
$

Bank overdrafts
24,895
25,579

Bank loans
12,938
12,253

Trade creditors
92,787
129,041

Amounts owed to group undertakings
85,657
15,642

Other taxation and social security
301
1,150

Accruals and deferred income
42,948
38,465

259,526
222,130



9.


Creditors: Amounts falling due after more than one year

2023
2022
$
$

Bank loans
18,925
30,971

18,925
30,971


Page 10

 
FLAME DIGITAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Related party transactions

During the year the company obtained services totalling $248,444 (2022: $239,820) from its subsidiary Zinc Ads EOOD. All transactions were carried out at arms length. At the statement of financial position date the company owed $26,899 (2022: $12,868) to Zinc Ads EOOD. The loan is repayable on demand and not interest bearing.
During the year the company obtained services totalling $104,967 (2022: $199,899) from Flat Rock Technology Limited, a company of which  Ran Gazit-Berger is also a director. All transactions were carried out at arms length. At the statement of financial position date the company owed $60,043 (2022: $106,603) to Flat Rock Technology Limited. The loan is repayable on demand and not interest bearing.
During the year the company provided services totalling $144,910 (2022: $173,813) and made sales totalling $10 (2022: $5,658) to Ads Plus Limited, a company of which Ran Gazit-Berger and Idit Gazit-Berger, spouse of Ran Gazit-Berger are directors. During the year the company also made purchases totalling $nil (2022: $nil) from Ads Plus Limited. All transactions were carried out at arms length. At the statement of financial position date the company was owed $8,851 (2022: $18,012) from Ads Plus Limited. The loan is repayable on demand and not interest bearing. 
During the year the company obtained services totalling $10,964 (2022: $13,609) and made purchases totalling $Nil (2022: $5,800) from Purify Digital Limited, a company of which  Ran Gazit-Berger is also a director. During the year the company also made sales totalling $3,020 (2022: $4,559) to Purify Digital Limited. All transactions were carried out at arms length. At the statement of financial position date the company owed $58,757 (2022: $2,774) to Purify Digital Limited. The loan is repayable on demand and not interest bearing. All transations were carried out at arm's length. 


11.


Controlling party

The company's parent company is Flame Group Limited, a company incorporated and registered in The British Virgin Islands. Ran Gazit-Berger and Idit Gazit-Berger each own 50% of Flame Group Limited and hold a controlling interest in Flame Digital Limited.

 
Page 11