Cadastra Global & Co Limited
Financial Statements
For the period ended 31 December 2023
Pages for Filing with Registrar
Company Registration No. 14439662 (England and Wales)
Cadastra Global & Co Limited
Contents
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
Cadastra Global & Co Limited
Balance Sheet
As at 31 December 2023
Page 1
2023
Notes
£
£
Fixed assets
Investments
3
3,807,145
Current assets
-
Creditors: amounts falling due within one year
5
(926,321)
Net current liabilities
(926,321)
Net assets
2,880,824
Capital and reserves
Called up share capital
6
10,000
Caital contribution reserve
2,870,824
Total equity
2,880,824
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 15 January 2025 and are signed on its behalf by:
G R Bacchin
Director
Company Registration No. 14439662
Cadastra Global & Co Limited
Statement of Changes in Equity
For the period ended 31 December 2023
Page 2
Share capital
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 24 October 2022
-
-
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
-
146,652
146,652
Issue of share capital
6
10,000
-
-
10,000
Dividends
-
-
(146,652)
(146,652)
Capital contribution
-
2,870,824
2,870,824
Balance at 31 December 2023
10,000
2,870,824
2,880,824
Cadastra Global & Co Limited
Notes to the Financial Statements
For the period ended 31 December 2023
Page 3
1
Accounting policies
Company information
Cadastra Global & Co Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor Charlotte Building, 17 Gresse Street, London, United Kingdom, W1t 1QL.
1.1
Reporting period
The company was incorporated on 24 October 2022 and will prepare accounts in line with Digital Ethos Limited's year end to 31 December 2023. This is the first period the company is preparing accounts, therefore this will run from 24 October 2022 to 31 December 2023 which will be a period of more than 12 months.
1.2
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 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.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.3
Going concern
At the balance sheet date, the company had net current liabilities of £926,321 which was primarily made up of amounts due to its subsidiary. Since the balance sheet date, this liability has been settled against dividends receivable from the subsidiary.true
The company's primary activity is that of a non-trading intermediary holding company and has no operating expenses therefore is not dependent on funding requirements to continue its primary activity. However, the company's parent, Digital Branding Group Participacoes LTDA, has confirmed that it will provide financial support to Cadastra Global & Co Limited to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the company 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.
1.4
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.
Cadastra Global & Co Limited
Notes to the Financial Statements (Continued)
For the period ended 31 December 2023
1
Accounting policies
(Continued)
Page 4
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 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 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.
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.
Cadastra Global & Co Limited
Notes to the Financial Statements (Continued)
For the period ended 31 December 2023
Page 5
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
Number
Total
2
3
Fixed asset investments
2023
£
Shares in group undertakings
3,807,145
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 24 October 2022
-
Additions
3,807,145
At 31 December 2023
3,807,145
Carrying amount
At 31 December 2023
3,807,145
Since the balance sheet date, an impairment provision has been recognised in relation to the investment in the subsidiary.
Cadastra Global & Co Limited
Notes to the Financial Statements (Continued)
For the period ended 31 December 2023
Page 6
4
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Digital Ethos Limited
UK
Marketing services
Ordinary
100.00
-
Digital Ethos Marketing Inc
Canada
Dormant
Ordinary
-
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Westgate House, 9 Holborn, London, EC1N 2LL
2
60 Columbia Way, Suite 818 Markham, Ontario, Canada, L3R 0C9
5
Creditors: amounts falling due within one year
2023
£
Amounts owed to group undertakings
926,321
6
Called up share capital
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A of £1 each
5,859
5,859
Ordinary B of £1 each
4,141
4,141
10,000
10,000
On incorporation, the company issued 1 Ordinary of £1 at par.
During the year, the company issued a further 5,858 Ordinary shares of £1 each at par.
The company redesignated 5,859 Ordinary A shares of £1 each to 5,859 Ordinary shares of £1 each.
4,141 Ordinary shares B of £1 each were issued at par during the year.
The Ordinary A shares and Ordinary B shares rank pari passu except that dividends can be declared in respect of one share of shares only.
Cadastra Global & Co Limited
Notes to the Financial Statements (Continued)
For the period ended 31 December 2023
Page 7
7
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 qualified and the auditor reported as follows:
Disclaimer of opinion on financial statements
We were engaged to audit the financial statements of Cadastra Global & Co Limited (the 'company') for the period ended 31 December 2023 which comprise , the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the financial statements of the company. Because of the significance of the matter described in the Basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements.
Basis for disclaimer of opinion on financial statements
The audit evidence available to us was limited because we were unable to sufficiently verify the carrying value of the investment in subsidiary of £3,807,145. If a provision for impairment adjustment were required, the carrying value of the investment in subsidiary would need to be amended together with the impairment provision.
Senior Statutory Auditor:
Amar Shah
Statutory Auditor:
Moore Kingston Smith LLP
Cadastra Global & Co Limited
Notes to the Financial Statements (Continued)
For the period ended 31 December 2023
Page 8
8
Related party transactions
The company has taken the exemption available under FRS102 section 33 and not disclosed transactions with 100% group companies.
During the year the company received a capital contribution by its ultimate parent entity totalling £2,870,824 in order to facilitate the acquisition of a subsidiary.
9
Ultimate controlling entity
The ultimate controlling entity is Digital Branding Group Participacoes LTDA by virtue of their majority shareholding.