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Registered number: 11279395 (England and Wales)














BITGO EUROPE LTD

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


 
BITGO EUROPE LTD
 

 
COMPANY INFORMATION


Director
M A Belshe 




Registered number
11279395



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditors
ZEDRA Corporate Reporting Services (UK) Limited






 
BITGO EUROPE LTD
 


CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 7



 
BITGO EUROPE LTD
REGISTERED NUMBER:11279395


BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
9,054
15,308

  
9,054
15,308

Current assets
  

Debtors: amounts falling due within one year
 5 
605,937
190,756

Bank and cash balances
  
112,370
466,769

  
718,307
657,525

Creditors: amounts falling due within one year
 6 
(299,836)
(373,767)

Net current assets
  
 
 
418,471
 
 
283,758

Total assets less current liabilities
  
427,525
299,066

  

Net assets
  
427,525
299,066


Capital and reserves
  

Called up share capital 
  
1
1

Capital contribution reserve
 7 
52,042
40,386

Profit and loss account
  
375,482
258,679

  
427,525
299,066


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: 


M A Belshe
Director

Date: 23 August 2024

The notes on pages 3 to 7 form part of these financial statements.
Page 1


 
BITGO EUROPE LTD
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1
7,456
126,048
133,505



Profit for the year
-
-
132,631
132,631

Share-based payment expense
-
32,930
-
32,930



At 1 January 2023
1
40,386
258,679
299,066



Profit for the year
-
-
116,803
116,803

Share-based payment expense
-
11,656
-
11,656


At 31 December 2023
1
52,042
375,482
427,525
Page 2


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies

 
1.1

Basis of preparation of financial statements

BitGo Europe Ltd is a private company limited by shares and incorporated in England and Wales.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
1.2

Going concern

The Company is in a net asset position primarily supported by amounts owed by group undertakings. Despite this position, due to the Company’s business model being solely a transfer pricing arrangement with the parent company, BitGo Inc., it is reliant upon the continued support of that company in order to remain a going concern.
BitGo Europe Ltd has received written confirmation from its parent company, BitGo, Inc., that it will
continue to provide financial support to the Company for a period of at least 12 months from the date
of signing these financial statements. For these reasons, the director continues to prepare the
financial statements on a going concern basis.

 
1.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover is recognised on a cost plus 6% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the intercompany service agreement; and
the costs incurred under the intercompany service agreement can be measured reliably.
Page 3


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.4

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
1.5

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 balance sheet date in the countries where the Company operates and generates income.

 
1.6

Interest income

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

 
1.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
1.8

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


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)


1.8
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:

Computer equipment
-
3 years

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.

 
1.9

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.

 
1.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.

 
1.11

Creditors

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

 
1.12

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 5


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 27 August 2024 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


3.


Employees

The average monthly number of employees during the year was 11 (2022 - 9).


4.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 January 2023
18,763



At 31 December 2023

18,763



Depreciation


At 1 January 2023
3,455


Charge for the year on owned assets
6,254



At 31 December 2023

9,709



Net book value



At 31 December 2023
9,054



At 31 December 2022
15,308

Page 6


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
515,040
87,684

Other debtors
87,423
100,698

Prepayments and accrued income
3,474
2,374

605,937
190,756



6.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
8,857
19,928

Corporation tax
41,888
1,076

Other taxation and social security
125,144
118,550

Accruals and deferred income
123,947
234,213

299,836
373,767



7.


Capital contribution reserve

Certain employees of the Company along with other group employees have been granted options over the shares in the Company's parent. The options are granted at an independently determined fair value and 25% of the options are exercisable one year after the date of grant, vesting continues monthly thereafter for a further three years. 
An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting
period with a corresponding amount being recognised in the capital contribution reserve.


8.


Controlling party

BitGo Holdings Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 2443 Ash Street, Palo Alto, California, United States, 94304. 


9.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

 
Page 7