Company registration number 12071985 (England and Wales)
BCB DIGITAL LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
BCB DIGITAL LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
BCB DIGITAL LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
4
93,684
208,138
Investments
5
50
50
93,734
208,188
Current assets
Debtors
6
3,999,629
4,513,232
Cash at bank and in hand
99,574
198,843
4,099,203
4,712,075
Creditors: amounts falling due within one year
7
(26,351,341)
(16,774,747)
Net current liabilities
(22,252,138)
(12,062,672)
Total assets less current liabilities
(22,158,404)
(11,854,484)
Provisions for liabilities
8
(51,963)
(51,963)
Net liabilities
(22,210,367)
(11,906,447)
Capital and reserves
Called up share capital
10
10
Profit and loss reserves
(22,210,377)
(11,906,457)
Total equity
(22,210,367)
(11,906,447)

The directors of the company have elected not to include a copy of the profit and loss account 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 1 October 2024 and are signed on its behalf by:
Mr O Tonkin
Director
Company registration number 12071985 (England and Wales)
BCB DIGITAL LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
10
-
(2,142,908)
(2,142,898)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(9,763,549)
(9,763,549)
Share-based payments expense
-
321,238
-
0
321,238
Capital Contribution from Parent Company
-
(321,238)
-
(321,238)
Balance at 31 December 2022
10
-
(11,906,457)
(11,906,447)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(10,303,920)
(10,303,920)
Balance at 31 December 2023
10
-
(22,210,377)
(22,210,367)
BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

BCB Digital Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 5 Merchant Square, London, W2 1AS.

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, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The company has net current liabilities of £22,252,138 which suggests that the going concern basis may not be appropriate.

 

The financial statements are prepared on a going concern basis as the directors have confirmed the intention, ability and willingness of the ultimate parent undertaking, BCB Group Holdings Limited, to maintain its financial support to enable the company to meet its liabilities as they fall due.

 

The directors of the ultimate parent undertaking are satisfied that the group and the ultimate parent undertaking have the resources to continue in business for the foreseeable future (which has been taken as 12 months from the date of approval of these financial statements). In making this assessment the directors have considered a wide range of information relating to present and future market conditions, revenue and profitability forecasts and cash flow projections.

1.3
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue is recognised based on the intercompany managed services between BCB Digital Ltd and other group subsidiaries including parent company. The revenue is measured based on the specific terms within the agreement and it is recognised on a monthly basis as the expenses are incurred.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
33.33% Straight line
Computers
33.33% Straight line
BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.8
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 balance sheet 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 and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. 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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies, are initially recognised at transaction price. 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.

1.9
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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset 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.

1.10
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.11
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.

1.12
Retirement benefits

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

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate valuation methodology. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
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 that affect the amounts reported in the balance sheet and income statement. However, the nature of estimation means that actual outcomes could differ from these estimates. The critical accounting judgements, estimates and associated assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The following critical judgements and estimates had a significant effect on the amounts recognised in the financial statements:

 

Critical judgements

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

Going concern

As stated in note 1.2, the financial statements are prepared on a going concern basis. In making this assessment the directors have considered a wide range of information relating to the future. The group operates in fast moving digital assets markets that, during 2022, experienced adverse market and regulatory sentiment. As a series A business, the group’s success is dependent on revenue growth that is difficult to forecast with certainty, particularly in turbulent market conditions. In addition, the group and the digital assets markets have a limited track record on which to base such forecasts. Accordingly, while the decision to adopt the going concern basis is founded on realistic forecasts, these forecasts are subject to significant uncertainty and actual performance is likely to be different.

3
Employees

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

2023
2022
Number
Number
Total
90
98
BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
4
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2023
5,543
340,732
346,275
Additions
-
0
539
539
Disposals
-
0
(6,441)
(6,441)
At 31 December 2023
5,543
334,830
340,373
Depreciation and impairment
At 1 January 2023
544
137,593
138,137
Depreciation charged in the year
1,848
109,383
111,231
Eliminated in respect of disposals
-
0
(2,679)
(2,679)
At 31 December 2023
2,392
244,297
246,689
Carrying amount
At 31 December 2023
3,151
90,533
93,684
At 31 December 2022
4,999
203,139
208,138
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
50
50
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
11,052
5,400
Corporation tax recoverable
755,921
227,389
Amounts owed by group undertakings
2,516,848
3,593,382
Other debtors
715,808
687,061
3,999,629
4,513,232
BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
As restated
Trade creditors
631,902
567,726
Amounts owed to group undertakings
24,746,896
15,326,863
Taxation and social security
272,939
474,868
Other creditors
699,604
405,290
26,351,341
16,774,747
8
Provisions for liabilities
2023
2022
£
£
Other provisions
51,963
51,963

The other provisions represent the best estimates by the directors of the company’s exposure to penalties on a tax dispute in 2021.

9
Share-based payment transactions

The group operates share-based payment schemes for more senior employees to enable them to share in the future growth in value of the business. In the prior year, the schemes included tax advantaged and unapproved share option plans over ordinary shares. In the current year, the schemes include tax advantaged and unapproved share option plans over ordinary and ordinary 2 shares as well as a growth share plan over Z shares. All schemes related to equity instruments of the parent company.

 

Options are generally granted with an exercise price matching the prevailing market price of the underlying equity instrument. Options vest over three years from grant subject to continued employment by the group and expire ten years after the date of grant. Generally, options are only exercisable upon exit subject to customary exemptions. Employees are not entitled to dividends until the options are exercised. 

 

In the prior year, the group policy was to disclose the options issued by the parent and recognise an expense based on what the directors considered to be a fair allocation of the share based payment expense. In the current year, the parent company levied an intra-group recharge for share-based payment expense relating to the employees of each subsidiary, the cost of which offsets the capital contribution arising.

 

The group is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year was determined using an Options Pricing Model (OPM) to allocate the total equity value to individual ownership classes in the parent company's capital structure. The OPM used the Black-Scholes model to calculate the fair value of each equity tranche and option grant. The Black-Scholes model is internationally recognised as being appropriate to value employee share schemes similar to the group's plans.

 

During the year, the parent company issued 277,008 (2022: 586,360) share-based options at a weighted average exercise price of £18.98 (2022: £34.31). The obligation to settle these options lies with the parent company.

 

The number of shares options and the weighted average price of such shares within BCB Group Holdings Limited is as follows:

BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Share-based payment transactions
(Continued)
- 10 -
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
1,193,360
760,800
17.49
1.21
Granted
277,008
586,360
18.98
34.31
Exercised
-
0
(74,000)
-
0
0.91
Lapsed
(96,132)
(79,800)
20.82
1.26
Outstanding at 31 December 2023
1,374,236
1,193,360
17.04
17.49
Exercisable at 31 December 2023
-
0
-
0
-
0
-
0
Liabilities and expenses

During the period, the company recognised total share-based payment expenses of £72,948 (2022: £321,238) which related to equity settled share based payment transactions.

10
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:
Daniel Rose
Statutory Auditor:
Gravita Audit II Limited
Date of audit report:
1 October 2024
11
Operating lease commitments
Lessee

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

2023
2022
£
£
Within one year
152,610
960,060
12
Financial commitments, guarantees and contingent liabilities

During 2022, the company received notice of a potential claim against it relating to matters existing before 31 December 2021. The timing of any payment in respect of this claim was subject to an uncertain future event occurring and the amount of any such claim could not then be reliably measured. As at the balance sheet date, the claim remained subject to legal proceedings. However, after the balance sheet date, the company received confirmation that the potential claim was no longer likely.

 

BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
13
Parent company

The parent company and the ultimate controlling party of the company is BCB Group Holdings Limited, incorporated in England and Wales (Company number 11312470). Its registered office address is 5 Merchant Square, London, England, W2 1AS.

BCB DIGITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
14
Prior period adjustment
Reconciliation of changes in equity
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Social security contributions
-
(215,056)
Equity as previously reported
(2,142,898)
(11,691,391)
Equity as adjusted
(2,142,898)
(11,906,447)
Analysis of the effect upon equity
Profit and loss reserves
-
(215,056)
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Social security contributions
(215,056)
Loss as previously reported
(9,548,493)
Loss as adjusted
(9,763,549)
Notes to reconciliation

In preparing these financial statements, the directors identified an error in the previous years reported figures. The error related to the understatement of social security liabilities totaling £215,056. As a result of this, a prior year adjustment was required which has increased administrative expenses, and consequently the loss for the year to 31 December 2022. This adjustment has also increased the tax and social security creditors by £215,056 in the comparative figures.

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