Company Registration No. 11500330 (England and Wales)
Galaxy Digital UK Limited
Financial statements
for the year ended 30 December 2023
Pages for filing with the registrar
Galaxy Digital UK Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
Galaxy Digital UK Limited
Statement of financial position
As at 30 December 2023
30 December 2023
1
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
6
-
0
689,108,711
Current assets
Debtors
8
16,235,527
2,029,803
Cash at bank and in hand
144,484
21,957
16,380,011
2,051,760
Creditors: amounts falling due within one year
9
(9,195,265)
(7,115,356)
Net current assets/(liabilities)
7,184,746
(5,063,596)
Total assets less current liabilities
7,184,746
684,045,115
Capital and reserves
Called up share capital
11
1
1
Distributions
(125,932,651)
(21,234,447)
Capital contribution
126,047,435
21,349,231
Profit and loss reserves
7,069,961
683,930,330
Total equity
7,184,746
684,045,115

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 23 September 2024 and are signed on its behalf by:
Jason Urban
Director
Company Registration No. 11500330
Galaxy Digital UK Limited
Statement of changes in equity
For the year ended 30 December 2023
2
Share capital
Distribution
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 31 December 2021
1
(21,234,447)
21,349,231
70,015,655
70,130,440
Year ended 30 December 2022:
Loss for the year
-
-
-
(4,520,391)
(4,520,391)
Other comprehensive income:
Adjustment to fair value of subsidiaries
-
-
-
618,435,066
618,435,066
Total comprehensive income for the year
-
0
-
0
-
0
613,914,675
613,914,675
Balance at 30 December 2022
1
(21,234,447)
21,349,231
683,930,330
684,045,115
Year ended 30 December 2023:
Profit for the year
-
-
-
12,248,342
12,248,342
Other comprehensive income:
Adjustment to fair value of subsidiaries
-
-
-
(689,108,711)
(689,108,711)
Total comprehensive income for the year
-
0
-
0
-
0
(676,860,369)
(676,860,369)
Distributions
11
-
0
(104,698,204)
-
-
0
(104,698,204)
Capital contribution
12
-
-
104,698,204
-
0
104,698,204
Balance at 30 December 2023
1
(125,932,651)
126,047,435
7,069,961
7,184,746
Galaxy Digital UK Limited
Notes to the financial statements
For the year ended 30 December 2023
3
1
Accounting policies
Company information

Galaxy Digital UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Swallow Place, London, United Kingdom, W1B 2AF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, the functional currency for the company is US Dollars. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group 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 disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Galaxy Digital Holdings LP. These consolidated financial statements are available from its principal address, 300 Vesey Street, 13th Floor, New York, NY 10282.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Galaxy Digital UK Limited is a wholly owned subsidiary of Galaxy Digital Holdings LP and the results of Galaxy Digital UK Limited are included in the consolidated financial statements of Galaxy Digital Holdings LP which are available from www.galaxy.com

Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
1
Accounting policies (continued)
4
1.2
Going concern

The Company generally funds its operations and investments through resources from its trueultimate parent company, Galaxy Digital Holdings LP. A letter of support was provided by the parent company confirming that it will continue to support the Company for a period of at least 12 months from the date of signing and that it has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue is recognised on the date the invoice is raised and relates to transfer pricing revenue allocated among the Galaxy Digital entities in connection with the provision of global integrated intercompany trading services among related Galaxy Digital entities.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value are recognised in other comprehensive income except to the extent that a gain reverses a loss previously recognised in profit or loss, or a loss exceeds the accumulated gains recognised in equity; such gains and loss are recognised in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

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 debtors, 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.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
1
Accounting policies (continued)
5
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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.

1.7
Equity instruments

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 company.

1.8
Derivatives

As part of its trading activities, the Company enters into derivatives. Derivatives are instruments that derive their value from changes in an underlying reference outside the control of the Company in this case the price of a digital asset. Realized gains or losses from trading with counterparties are recognized once terms of the trade have been mutually agreed and confirmed.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
1
Accounting policies (continued)
6
1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Fair value of subsidiaries

Interest in subsidiaries is to be initial measured at transaction price, excluding transaction costs, and subsequently measured at fair value at each reporting date. The fair value of the subsidiaries has been calculated as the net asset position at the end of the reporting date, this is consistent with fair value accounting guidance in accordance with FRS102, fair value accounting rules.

Functional currency

The Company's functional currency has been assessed by management with consideration given to the currency and economic factors that mainly influence the Company's business and investments, operating costs and related transactions. Specifically, the Company considers the currencies in which its investments are most commonly denominated, the currencies in which its expenses are settled, as well as the currency in which the Company may receive or raise financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company's functional currency. The judgement regarding the presentational currency is based on the main costs and activity that goes through the entity, which are wages, rent and legal and professional fees, the majority of which are denominated in pound sterling.

 

 

 

 

Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
7
3
Turnover

An analysis of the company's turnover is as follows:

2023
2022
£
£
Turnover analysed by class of business
Trading income
27,480,502
2,543,115
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
28
18
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
32,000
30,540
6
Fixed asset investments
2023
2022
£
£
Investments in subsidiaries
-
0
689,108,711
Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
6
Fixed asset investments (continued)
8
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 31 December 2022
689,108,711
Restructure of UK group
(689,108,711)
At 30 December 2023
-
Carrying amount
At 30 December 2023
-
At 30 December 2022
689,108,711

During the reporting period, Galaxy Digital UK was part of a group restructure which resulted in the company no longer holding investments in the subsidiaries.

Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
9
7
Subsidiaries

Details of the company's subsidiaries at 30 December 2023 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
Office
shares held
Direct
GDS Crypto Technologies Israel Limited
Israel
computer systems design
Ordinary
100.00
0

Registered office addresses:

c/o Frisch Daniel 3, Tel Aviv - Jaffa, Israel
Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
10
8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
94,846
99,537
Amounts owed by group undertakings
15,804,147
1
Other debtors
64,549
152,807
15,963,542
252,345
Deferred tax asset
770
1,506,243
15,964,312
1,758,588
2023
2022
Amounts falling due after more than one year:
£
£
Rent Deposit
271,215
271,215
Total debtors
16,235,527
2,029,803

During the year ended 30 December 2023 the deferred tax asset of £1.5m was fully utilised against taxable profits.

Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
11
9
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
4,561,227
5,784,788
Corporation tax
2,854,586
-
0
Other creditors
1,779,452
1,330,568
9,195,265
7,115,356

Amounts owed to group undertakings are interest free and repayable on demand.

10
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
71,273
23,770

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Galaxy Digital UK Limited
Notes to the financial statements (continued)
For the year ended 30 December 2023
12
11
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
1 Ordinary of £1 each
1
1

The company has one ordinary share which was issued on 3 August 2018 at a nominal value of £1.

12
Reserves

Distribution and capital redemption reserves represent contributions/distributions arising from transactions with fellow group companies. These reserves are deemed to be non-distributable in nature in accordance with The Companies Act.

13
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Stuart Macdougall
Statutory Auditors:
Saffery LLP
Date of audit report:
23 September 2024
14
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
1,520,290
2,605,150
15
Ultimate parent company

The immediate parent company of Galaxy Digital UK Limited is Galaxy Digital LLC which is registered in 1209 Orange St. Wilmington, DE 19801.

The smallest and largest entity in which Galaxy Digital UK Limited is consolidated is Galaxy Digital Holdings LP, registered in the Cayman Islands of which Mike Novogratz has ultimate control. These are available at https://www.galaxy.com

2023-12-302022-12-31false23 September 2024CCH SoftwareCCH Accounts Production 2023.300No description of principal activityThis audit opinion is unqualifiedChristopher FerraroTim GrantJason UrbanAlexander RoyleLeon Marshallfalse2024-09-23115003302022-12-312023-12-30115003302023-12-30115003302022-12-3011500330core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3011500330core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3011500330core:CurrentFinancialInstruments2023-12-3011500330core:CurrentFinancialInstruments2022-12-3011500330core:ShareCapital2023-12-3011500330core:ShareCapital2022-12-3011500330core:CapitalRedemptionReserve2023-12-3011500330core:CapitalRedemptionReserve2022-12-3011500330core:OtherMiscellaneousReserve2023-12-3011500330core:OtherMiscellaneousReserve2022-12-3011500330core:RetainedEarningsAccumulatedLosses2023-12-3011500330core:RetainedEarningsAccumulatedLosses2022-12-3011500330core:ShareCapital2021-12-3011500330core:CapitalRedemptionReserve2021-12-3011500330core:OtherMiscellaneousReserve2021-12-3011500330core:RetainedEarningsAccumulatedLosses2021-12-30115003302021-12-3011500330bus:Director32022-12-312023-12-3011500330core:RetainedEarningsAccumulatedLosses2021-12-312022-12-30115003302021-12-312022-12-3011500330core:RetainedEarningsAccumulatedLosses2022-12-312023-12-3011500330core:ShareCapital2021-12-312022-12-3011500330core:CapitalRedemptionReserve2021-12-312022-12-3011500330core:OtherMiscellaneousReserve2021-12-312022-12-3011500330core:ShareCapital2022-12-312023-12-3011500330core:CapitalRedemptionReserve2022-12-312023-12-3011500330core:OtherMiscellaneousReserve2022-12-312023-12-3011500330core:WithinOneYear2023-12-3011500330core:WithinOneYear2022-12-3011500330core:AfterOneYear2023-12-3011500330core:AfterOneYear2022-12-3011500330bus:PrivateLimitedCompanyLtd2022-12-312023-12-3011500330bus:SmallCompaniesRegimeForAccounts2022-12-312023-12-3011500330bus:FRS1022022-12-312023-12-3011500330bus:Audited2022-12-312023-12-3011500330bus:Director12022-12-312023-12-3011500330bus:Director22022-12-312023-12-3011500330bus:Director42022-12-312023-12-3011500330bus:Director52022-12-312023-12-3011500330bus:FullAccounts2022-12-312023-12-30xbrli:purexbrli:sharesiso4217:GBP