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Registered number: 09823112









NCHAIN UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
NCHAIN UK LIMITED
 
 
COMPANY INFORMATION


Directors
S R Matthews (resigned 2 December 2024)
C E Ager-Hanssen (resigned 28 September 2023)
A A Moody (resigned 28 September 2023)
E A Spiers-King (appointed 1 December 2024)




Registered number
09823112



Registered office
28-30 Market Place

London

W1W 8AP




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
NCHAIN UK LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 5
Independent Auditors' Report
 
 
6 - 8
Consolidated Statement of Comprehensive Income
 
 
9
Consolidated Statement of Financial Position
 
 
10 - 11
Consolidated Statement of Changes in Equity
 
 
14
Company Statement of Changes in Equity
 
 
15
Consolidated Statement of Cash Flows
 
 
16 - 17
Notes to the Financial Statements
 
 
18 - 39


 
NCHAIN UK LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Located in the centre of London, one of the world’s technology capitals, and founded in 2015, nChain UK Ltd (“The Company”) advances the potential of blockchain technology through ongoing research and development of inventions within the group (“nChain Group”).
The nChain Group has established its reputation as a pioneering technology firm, having been included in the LexisNexis top 100 most innovative companies (Innovation Momentum Report 2023 – lexisnexisip.com) for the third consecutive year. 
nChain UK LTD works with customers and partners to construct, maintain, and improve the open-source software essential for operating the BSV blockchain, the foundational platform for its products and solutions. Together with our partners, we are driven by a fervent commitment to deliver scalable blockchain solutions for businesses, governments and consumers around the globe.
Our core mission is to drive the peer-to-peer economy forward and each year brings us closer to the realisation of these goals. 

Business review
 
If not quite stretching to the level of annus horribilis, 2023 was indeed one of nChain’s more consequential years. The abrupt departure of two directors in September under less than optimal circumstances presented unique challenges. But these challenges have been successfully addressed and the company’s forward progress continues unimpeded.
Following these unplanned departures, the company initiated a third-party independent review of its governance processes and procedures, that concluded that there were no residual concerns stemming from this unfortunate distraction. 
Reflecting nChain Group’s capacity to make the most of any and all opportunities, the group used its executive turnover to build a new professional management team. This team is fully committed to furthering nChain’s goal of expanding the adoption of enterprise blockchain technology. 
Indeed, it is a testament to nChain’s core team that 2023’s disruptions did not have greater impact on the company’s operations. Our team members’ resiliency, dedication, and ability to ‘keep calm and carry on’ was exemplary and bodes well for our future endeavours. 

Principal risks and uncertainties
 
Blockchain Technology is increasingly being accepted by Governments and Industry. Adoption and mainstream acceptance of the technology and the enhancements it offers to traditional operations is progressing, with revenues expected to follow. The greatest risks to nChain’s success are client appetite and Government attitude.

Page 1

 
NCHAIN UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
In large measure due to the aforementioned executive turnover, 2023 saw administrative expenses surge as we brought in new thought leaders and top talent globally. These additions are helping nChain Group prepare for the next phase in its growth cycle, establish new commercial departments, and devise go-to-market strategies.
nChain’s focused product team continues to introduce exciting new offerings, including the Product Suite Platform supporting the development, deployment and installation of Web3 infrastructure and applications in an easy-to-use manner. 
Having successfully weathered a personnel storm in 2023, nChain is happy to be back doing what it does best: focusing on client-driven solutions.


This report was approved by the board and signed on its behalf.







E A Spiers-King
Director

Date: 23 December 2024

Page 2

 
NCHAIN UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The purpose of the Company is to enable enterprise-level organisations to add blockchain based capabilities to their existing business services through the provision of commercial blockchain and IT products and services.
The Company is engaged in the development, maintenance, marketing and service delivery of blockchain products using it’s world-leading research and engineering resources.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £8,375,056 (2022 - loss £7,274,229).

No dividends were declared during the year (2022: £NIL).

Directors

The directors who served during the year were:

S R Matthews (resigned 2 December 2024)
C E Ager-Hanssen (resigned 28 September 2023)
A A Moody (resigned 28 September 2023)

Page 3

 
NCHAIN UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Political contributions

A donation of £70,000 (2022: £NIL) was made to the Conservative Party.

Future developments

In 2023, nChain experienced a period of consolidation in preparation for an upcoming growth cycle of commercialisation. With this process now behind us, the group expanded into new markets and formulated innovative business models to propel ourselves forward into 2024.
In a market characterized by high-interest rates and inflation, we anticipate a significant shift, as numerous large enterprises are reaching out to us to comprehend the value potential of transitioning from Web2 to Web3. We believe this transition will prove as significant as the shift from Web1 to Web2, with the added benefit of restoring the internet’s original peer-to-peer model, returning control over individuals’ data, and permitting heretofore economically unfeasible models of digital commerce. 

Research and development activities

nChain’s R&D department continues to push the boundaries of what is achievable using blockchain technology. We have identified multiple areas in which the intersection of blockchain technology and existing IT systems will allow key business sectors to reduce their overhead, improve efficiency, and gain new traction with customers. nChain sees its role as helping to facilitate these transitions, charting a course and smoothing the path toward a brighter future. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

The Company disposed of three investments after the balance sheet date.  
The Company is in the process of an asset sale and employee transfer under the TUPE regulations to a company incorporated in England & Wales. The Company will remain active with reduced operational capacities for the foreseeable future. 
Events after the report period have been evaluated up to the date of audited financial statements were approved and authorised for issue by the Board of nChain UK Limited and there are no events to be disclosed or adjusted in these audited financial statements, except those noted above.

Auditors

Under section 487(2) of the Companies Act 2006BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 4

 
NCHAIN UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the board and signed on its behalf.
 







E A Spiers-King
Director

Date: 23 December 2024

Page 5

 
NCHAIN UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NCHAIN UK LIMITED
 

Disclaimer of opinion


We were engaged to audit the financial statements of nChain UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 accompanying 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 these financial statements.


Basis for disclaimer of opinion


Due to the outcome of recent court cases involving persons who served as directors of the company during the period under review,  we, as auditors, did not consider it appropriate to place reliance on representations made by or on behalf of the board. As a result of this we were unable to satisfy ourselves over the reliability of the financial statements as a whole.






Opinion on other matters prescribed by the Companies Act 2006
 

Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 6

 
NCHAIN UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NCHAIN UK LIMITED (CONTINUED)


Matters on which we are required to report by exception
 

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the Group Strategic report or the Group Directors’ report.
Arising from the limitation of our work referred to above:
 
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and 
we were unable to determine whether adequate accounting records have been kept.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
 
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the basis for disclaimer of opinion section of our  report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an  audit opinion on these financial statements.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard.


Page 7

 
NCHAIN UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NCHAIN UK LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.







Nick Bishop FCA (Senior Statutory Auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditor
  
London

23 December 2024
Page 8

 
NCHAIN UK LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
26,015,932
22,416,508

Gross profit
  
26,015,932
22,416,508

Administrative expenses
  
(33,149,726)
(29,759,791)

Operating loss
 5 
(7,133,794)
(7,343,283)

Amounts written off investments
  
(2,000,000)
-

Interest receivable and similar income
 9 
295,435
125,422

Interest payable and similar expenses
 10 
(380,473)
(182,986)

Loss before taxation
  
(9,218,832)
(7,400,847)

Tax on loss
 11 
-
126,618

Loss for the financial year
  
(9,218,832)
(7,274,229)

(Loss) for the year attributable to:
  

Non-controlling interests
  
(843,776)
-

Owners of the parent Company
  
(8,375,056)
(7,274,229)

  
(9,218,832)
(7,274,229)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 18 to 39 form part of these financial statements.

Page 9

 
NCHAIN UK LIMITED
REGISTERED NUMBER: 09823112

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
651,971
-

Tangible assets
 13 
720,668
960,090

Investments
 14 
11,074,912
-

  
12,447,551
960,090

Current assets
  

Stocks
 15 
58,959
70,595

Debtors: amounts falling due after more than one year
 16 
30,559,548
14,030,329

Debtors: amounts falling due within one year
 16 
4,550,194
8,843,137

Cash at bank and in hand
  
4,177,901
1,116,741

  
39,346,602
24,060,802

Creditors: amounts falling due within one year
 17 
(60,820,510)
(24,172,990)

Net current liabilities
  
 
 
(21,473,908)
 
 
(112,188)

Total assets less current liabilities
  
(9,026,357)
847,902

Creditors: amounts falling due after more than one year
 18 
(504,362)
(1,414,291)

Provisions for liabilities
  

Net liabilities
  
(9,530,719)
(566,389)


Capital and reserves
  

Called up share capital 
 19 
1
1

Share premium account
 20 
551,092
551,092

Other reserves
 20 
4,418,628
5,043,790

Profit and loss account
 20 
(14,536,328)
(6,161,272)

Equity attributable to owners of the parent Company
  
(9,566,607)
(566,389)

Non-controlling interests
  
35,888
-

  
(9,530,719)
(566,389)


Page 10

 
NCHAIN UK LIMITED
REGISTERED NUMBER: 09823112
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 






E A Spiers-King
Director

Date: 23 December 2024

The notes on pages 18 to 39 form part of these financial statements.

Page 11

 
NCHAIN UK LIMITED
REGISTERED NUMBER: 09823112

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
713,392
960,090

Investments
 14 
10,757,269
-

  
11,470,661
960,090

Current assets
  

Stocks
 15 
58,959
70,595

Debtors: amounts falling due after more than one year
 16 
30,559,548
14,030,329

Debtors: amounts falling due within one year
 16 
4,505,550
8,843,137

Cash at bank and in hand
  
4,030,133
1,116,741

  
39,154,190
24,060,802

Creditors: amounts falling due within one year
  
(60,766,618)
(24,172,990)

Net current liabilities
  
 
 
(21,612,428)
 
 
(112,188)

Total assets less current liabilities
  
(10,141,767)
847,902

  

Creditors: amounts falling due after more than one year
  
(504,365)
(1,414,291)

  

Net liabilities
  
(10,646,132)
(566,389)


Capital and reserves
  

Called up share capital 
 19 
1
1

Share premium account
 20 
551,092
551,092

Other reserves
 20 
4,418,628
5,043,790

Profit and loss account brought forward
  
(6,161,272)
1,112,957

Loss for the year

  

(9,454,581)
(7,274,229)

Profit and loss account carried forward
  
(15,615,853)
(6,161,272)

  
(10,646,132)
(566,389)


Page 12

 
NCHAIN UK LIMITED
REGISTERED NUMBER: 09823112
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 






E A Spiers-King
Director

Date: 23 December 2024

The notes on pages 18 to 39 form part of these financial statements.

Page 13
 

 
NCHAIN UK LIMITED


 

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



Called up share capital
Share premium account
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£



At 1 January 2022
1
-
-
1,112,957
1,112,958
-
1,112,958



Comprehensive income for the year


Loss for the year
-
-
-
(7,274,229)
(7,274,229)
-
(7,274,229)

Total comprehensive income for the year
-
-
-
(7,274,229)
(7,274,229)
-
(7,274,229)


Shares issued during the year
-
551,092
-
-
551,092
-
551,092


Share based payment transactions
-
-
5,043,790
-
5,043,790
-
5,043,790





At 1 January 2023
1
551,092
5,043,790
(6,161,272)
(566,389)
-
(566,389)



Comprehensive income for the year


Loss for the year
-
-
-
(8,375,056)
(8,375,056)
(843,776)
(9,218,832)

Total comprehensive income for the year
-
-
-
(8,375,056)
(8,375,056)
(843,776)
(9,218,832)


Share based payment transactions
-
-
(625,162)
-
(625,162)
-
(625,162)


NCI on acquisition
-
-
-
-
-
879,664
879,664



At 31 December 2023
1
551,092
4,418,628
(14,536,328)
(9,566,607)
35,888
(9,530,719)



The notes on pages 18 to 39 form part of these financial statements.

Page 14

 

 
NCHAIN UK LIMITED


 

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



Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity


£
£
£
£
£



At 1 January 2022
1
-
-
1,112,957
1,112,958



Comprehensive income for the year


Loss for the year
-
-
-
(7,274,229)
(7,274,229)

Total comprehensive income for the year
-
-
-
(7,274,229)
(7,274,229)


Shares issued during the year
-
551,092
-
-
551,092


Share based payment transactions
-
-
5,043,790
-
5,043,790





At 1 January 2023
1
551,092
5,043,790
(6,161,272)
(566,389)



Comprehensive income for the year


Loss for the year
-
-
-
(9,454,581)
(9,454,581)

Total comprehensive income for the year
-
-
-
(9,454,581)
(9,454,581)


Share based payment transactions
-
-
(625,162)
-
(625,162)



At 31 December 2023
1
551,092
4,418,628
(15,615,853)
(10,646,132)



The notes on pages 18 to 39 form part of these financial statements.

Page 15
 
NCHAIN UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(9,218,832)
(7,274,229)

Adjustments for:

Amortisation of intangible assets
65,795
-

Depreciation of tangible assets
366,264
303,129

Loss on disposal of tangible assets
4,826
-

Interest paid
380,473
182,986

Interest received
(295,435)
(125,422)

Taxation charge
-
(126,618)

Decrease/(increase) in stocks
11,636
(66,971)

Decrease/(increase) in debtors
3,499,931
(2,462,977)

(Increase) in amounts owed by groups
(16,222,682)
(13,542,378)

Increase in creditors
1,061,515
2,381,132

Increase in amounts owed to groups
35,160,275
11,560,828

Corporation tax received
2,276
-

Share based payment transactions
(625,162)
5,043,790

Impairment of investments
2,000,000
-

Movement in NCI
879,665
-

Net cash generated from operating activities

17,070,545
(4,126,730)


Cash flows from investing activities

Purchase of intangible fixed assets
(717,766)
-

Purchase of tangible fixed assets
(131,669)
(88,074)

Purchase of unlisted and other investments
(13,074,912)
-

Interest received
295,435
125,422

Net cash from investing activities

(13,628,912)
37,348

Cash flows from financing activities

Issue of ordinary shares
-
551,092

Interest paid
(380,473)
(182,986)

Net cash used in financing activities
(380,473)
368,106
Page 16

 
NCHAIN UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Net increase/(decrease) in cash and cash equivalents
3,061,160
(3,721,276)

Cash and cash equivalents at beginning of year
1,116,741
4,838,017

Cash and cash equivalents at the end of year
4,177,901
1,116,741


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,177,901
1,116,741

4,177,901
1,116,741


The notes on pages 18 to 39 form part of these financial statements.

Page 17

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The principal activity of nChain Limited ("the Company") is to enable enterprise-level organisations to add blockchain based capabilities to their existing business services through the provision of commercial blockchain and IT products and services.  The Company is engaged in the development, maintenance, marketing and service delivery of blockchain products using it’s world-leading research and engineering resources. The principal activity of the group is those of development, maintenance, marketing and service delivery of blockchain products and investing in, and providing training to, investment companies.
The Company is limited by shares and is incorporated in England and Wales.
The registered office is 30 Market Place, London, W1W 8AP.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.


The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 18

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due. The directors are satisfied that the company has sufficient funds to continue to trade for the foreseeable future.
The Group has made a loss before tax of £9,218,832 in the year and has net current liabilities of £21,473,908 at the year end. The Group is dependent on the support of continued funding from its ultimate shareholders. A shareholder of the parent has indicated their willingness to provide continuing support for the foreseeable future. 

 
2.4

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.

 
2.5

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Turnover is recognised in the period to which it relates. 

Page 19

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

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

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Pensions

Defined contribution pension plan

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

Page 20

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

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 reporting 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 Group 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.

 
2.12

National Insurance on share options

To the extent that the share price at the reporting date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000, provision for any National Insurance contributions has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 21

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.

 
2.15

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.

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:

Fixtures and fittings
-
20%
Office equipment
-
25%
Computer equipment
-
20%

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.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Other fixed asset investments comprise investments in unlisted company shares which do not fulfil the definition of associates. These are accounted for at fair value with any changes going through profit and loss. 

  
2.17

Digital assets held as inventories

Digital assets held for the company's trade are recognised in stock at their fair value as it is considered a more relevant measure of the entity's performance.

Page 22

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 23

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.20

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors and amounts owed by and to group undertakings.
(i) Financial assets
Basic financial assets, including trade debtors, and amounts due from group undertakings, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Statement of Income and Retained Earnings.
(ii) Financial liabilities
Basic financial liabilities, including trade creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and 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. 

Page 24

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
1) Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including historical experience.
2) Valuation of investments
The Company makes an estimate of any potential impairment of the carrying value of investments. When assessing the potential impairment, management considers factors the results of the subsidiaries and future expected profits.
3) Share based payments
Certain employees in the Group have been granted share options by the Company, that require a fair value methodology to value the options at the date of grant as detailed in accounting policy note 2.11 and note 21. 
4
) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of the tangible assets, and accounting policy note 2.15 for the useful economic lives of each class of asset.

Page 25

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

2023
2022
£
£

Sales
26,015,932
22,416,508


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
512,655
32,000

Rest of Europe
-
8,600

Rest of the world
25,503,277
22,375,908

26,015,932
22,416,508



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Research & development charged as an expense
7,102,378
5,491,760

Exchange differences
436,494
701,604

Other operating lease rentals
536,886
564,542

Depreciation
357,871
303,129


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
66,500
21,700

Page 26

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
10,985,847
14,629,378
10,343,179
14,629,378

Social security costs
836,173
2,192,226
768,551
2,192,226

Cost of defined contribution scheme
541,727
562,894
529,117
562,894

12,363,747
17,384,498
11,640,847
17,384,498


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
117
106
103
106



Directors
2
3
1
3

119
109
104
109


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
228,750
439,375

Group contributions to defined contribution pension schemes
15,055
-

243,805
439,375


During the year retirement benefits were accruing to 1 director (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £228,750 (2022 - £254,375).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15,055 (2022 - £5,025).

During the year NIL directors received shares under the long-term incentive schemes (2022 -1)

Page 27

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
205,097
116,350

Other interest receivable
90,338
9,072

295,435
125,422


10.


Interest payable and similar expenses

2023
2022
£
£


Loans from group undertakings
380,473
182,986

380,473
182,986


11.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
(126,618)

Total deferred tax
-
(126,618)


Taxation on profit/(loss) on ordinary activities
-
(126,618)
Page 28

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(9,218,832)
(7,400,847)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(2,166,426)
(1,406,161)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
626,832
958,320

Capital allowances for year in excess of depreciation
(142)
(97,917)

Short term timing difference leading to an increase (decrease) in taxation
-
198,096

Unrelieved tax losses carried forward
1,539,736
221,044

Total tax charge for the year
-
(126,618)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 29

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group and Company





Goodwill

£



Cost


Additions
717,766



At 31 December 2023

717,766



Amortisation


Charge for the year
65,795



At 31 December 2023

65,795



Net book value



At 31 December 2023
651,971



At 31 December 2022
-

Goodwill arose on the acquisition of Block Dojo Limited on 1 February 2023. 



Page 30

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Total

£
£
£



Cost 


At 1 January 2023
915,032
790,221
1,705,253


Additions
4,930
126,738
131,668


Disposals
-
(8,643)
(8,643)



At 31 December 2023

919,962
908,316
1,828,278



Depreciation


At 1 January 2023
375,582
369,581
745,163


Charge for the year on owned assets
175,652
190,612
366,264


Disposals
-
(3,817)
(3,817)



At 31 December 2023

551,234
556,376
1,107,610



Net book value



At 31 December 2023
368,728
351,940
720,668



At 31 December 2022
539,450
420,640
960,090

Page 31

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible fixed assets (continued)


Company






Fixtures and fittings
Computer equipment
Total

£
£
£

Cost 


At 1 January 2023
915,032
790,221
1,705,253


Additions
3,100
108,073
111,173



At 31 December 2023

918,132
898,294
1,816,426



Depreciation


At 1 January 2023
375,582
369,581
745,163


Charge for the year on owned assets
175,324
182,547
357,871



At 31 December 2023

550,906
552,128
1,103,034



Net book value



At 31 December 2023
367,226
346,166
713,392



At 31 December 2022
539,450
420,640
960,090






Page 32

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments

Group





Unlisted investments
Other fixed asset investments
Total

£
£
£



Cost 


Additions
317,643
12,757,269
13,074,912



At 31 December 2023

317,643
12,757,269
13,074,912



Impairment


Charge for the period
-
2,000,000
2,000,000



At 31 December 2023

-
2,000,000
2,000,000



Net book value



At 31 December 2023
317,643
10,757,269
11,074,912



At 31 December 2022
-
-
-

Page 33

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies
Other fixed asset investments
Total

£
£
£



Cost 


Additions
1,633,333
12,757,269
14,390,602



At 31 December 2023
1,633,333
12,757,269
14,390,602



Impairment


Charge for the period
1,633,333
2,000,000
3,633,333



At 31 December 2023

1,633,333
2,000,000
3,633,333



Net book value



At 31 December 2023
-
10,757,269
10,757,269



At 31 December 2022
-
-
-


15.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Digital assets
58,959
70,595
58,959
70,595


Page 34

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
29,835,543
13,426,613
29,835,543
13,426,613

Other debtors
724,005
603,716
724,005
603,716

30,559,548
14,030,329
30,559,548
14,030,329


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
3,346,347
5,733,645
3,344,547
5,733,645

Amounts owed by group undertakings
86,024
272,272
86,023
272,272

Other debtors
368,690
409,019
335,108
409,019

Prepayments and accrued income
749,133
2,428,201
739,872
2,428,201

4,550,194
8,843,137
4,505,550
8,843,137



17.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Trade creditors
2,859,325
3,552,044
2,827,332
3,552,044

Amounts owed to group undertakings
54,302,290
19,628,490
54,302,289
19,628,490

Corporation tax
2,276
-
2,276
-

Other taxation and social security
297,027
694,482
279,148
694,482

Other creditors
112,056
48,351
110,274
48,351

Accruals and deferred income
3,247,536
249,623
3,245,299
249,623

60,820,510
24,172,990
60,766,618
24,172,990


Page 35

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due after more than one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Accruals and deferred income
504,362
1,414,291
504,365
1,414,291

504,362
1,414,291
504,365
1,414,291





19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,250 (2022 - 1,250) Ordinary shares of £0.001 each
1
1



20.


Reserves

Share premium account

Included in the share premium account are all amounts paid for shares above their nominal value. 

Other reserves

Other reserves consist of the fair value of share options issued as part of the share based payment schemes run by the parent company.

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 36

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Share-based payments

During 2022 the ultimate parent company, HEH Holding AG granted 414,457 share options to ten nChain UK Limited employees. 

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

0.1

419,846

 
-
 
Granted during the year

0

-

.01
 
414,457
 
Forfeited during the year

0.1

(391,106)

.01
 
5,389
 
Outstanding at the end of the year
0.1

28,740

0.1
 
419,846
 

Financial Impact
The income recognised for share based payments in respect of services received during the period to 31 December 2023 is £625,162 (2022: £5,043,790 expense).
Information on measurement of fair value of share based payments
The fair value of employees share options is measured using a binomial model. Measurement inputs include the share price on the measurement date, the exercise price of the instrument, expected volatility, expected term of the instruments, expected dividends, and the risk-free interest rate.
The parameters used in the measurement of the fair values at grant date of the equity-settled share based payments were as follows:

2023
2022

Weighted average share price (CHF)


55.67

55.67
 
Exercise price (CHF)


.01

.01
 
Weighted average contractual life (days)


865

865
 
Expected volatility


140%

140%
 
Expected dividend growth rate


0%

0%
 
Risk-free interest rate


1.61%

1.61%
 


Page 37

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Prior year adjustment

In the prior year a loan was incorrectly classified as due within greater than one year. In the current financial statements this has been classified as due within one year. The effect is a decrease in creditors due in greater than one year of £19,628,490 and an increase in creditors due within one year of £19,628,490. This presentational prior period adjustment has no effect on net assets or profit and loss for the year.


23.


Contingent liabilities

The Company has ongoing legal matters with individuals who were previously employed with the Company. Where future costs can be reliably anticipated, these have been included in these accounts. Where no future costs are expected or cannot be reliably measured, no adjustment has been made. 


24.


Financial commitments


At 31 December 2023 the Company had commitments as follows:

2023
2022
£
£


Contracted for but not provided in these financial statements
-
184,379


25.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund.  The pension cost charge represents contributions payable by the Company  to the fund and amounted to £529,117 (2022 - £562,894). Contributions totalling £83,605 (2022 - £80,183) were payable to the fund at the reporting date and are included in creditors.


26.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
675,036
630,036
630,036
630,036

Later than 1 year and not later than 5 years
3,150,180
2,520,144
3,150,180
2,520,144

Later than 5 years
630,036
1,890,108
630,036
1,890,108

4,455,252
5,040,288
4,410,252
5,040,288

Page 38

 
NCHAIN UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Related party transactions

Where possible, the company has taken advantage of the exemption conferred by Section 33.1A of Financial Reporting Standard number 102: Related Party Disclosures, from the requirement to disclose transactions with other wholly-owned group undertakings.
Key management remuneration has been disclosed in note 8.
Loans receivable of £2,187,673 (2022: £NIL) was due from associated companies to the Company at year end. Interest of £65,907 (2022: £NIL) was received from these associated companies during the year.


28.


Controlling party

The immediate parent company is nChain AG, a company incorporated in Switzerland.
The ultimate controlling party is DW Discovery Selection Fund.

 
Page 39