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Registered number: 14816610


BCM ONE UK INTERNATIONAL LIMITED
REPORT OF THE DIRECTORS AND AUDITED FINANCIAL
INFORMATION FOR FILING WITH THE REGISTRAR
STATEMENTS FOR THE PERIOD 20 APRIL 2023 ENDED 31 DECEMBER 2023


















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Chartered Accountants
2nd Floor, Heathmans House
19 Heathmans Road
London
SW6 4TJ

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BCM ONE UK INTERNATIONAL LIMITED
UNDER SECTION 449 OF THE COMPANIES ACT 2006
 

Opinion


We have audited the financial statements of BCM ONE UK INTERNATIONAL LIMITED (the 'Company') for the Period 20 April 2023 ended 31 December 2023, which comprise  the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the Period 20 April 2023 then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 1

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BCM ONE UK INTERNATIONAL LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 200
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' Report for the financial Period 20 April 2023 for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.


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:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
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; or
we have not received all the information and explanations we require for our audit; or


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 2

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BCM ONE UK INTERNATIONAL LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit, in respect to fraud, are to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant is the Companies Act 2006. In addition, the Company must comply with laws and regulations relating to its operations and health and safety.
We understood how BCM One UK International Limited is complying with those frameworks by making inquiries of management responsible for company legislation and certification procedures.
We corroborated our enquiries through discussion with the Directors to identify any non-compliance with laws and regulations.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by discussion with directors to understand where its considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud.
To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify and unusual or unexpected relationships; investigated the rationale behind significant or unusual transactions; and tested journal entries to identify unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Material misstatement that arises due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations that could materially impact the financial statements. Taking into accounts our understanding of the Company, our procedures involved enquires of management and focussed testing as appropriate with consideration to risk assessment.
 


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 3

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BCM ONE UK INTERNATIONAL LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006


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.





Melissa Bowers FCCA (Senior Statutory Auditor)
  
for and on behalf of
Harts Limited
 
Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

14 March 2025
Page 4

 
BCM ONE UK INTERNATIONAL LIMITED
REGISTERED NUMBER: 14816610

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 4 
27,320,000

  
27,320,000

Current assets
  

Debtors: amounts falling due within one year
 5 
2,052,501

  
2,052,501

Creditors: amounts falling due within one year
  
(30,503,335)

Net current (liabilities)/assets
  
 
 
(28,450,834)

Total assets less current liabilities
  
(1,130,834)

  

Net (liabilities)/assets
  
(1,130,834)


Capital and reserves
  

Called up share capital 
  
100

Profit and loss account
  
(1,130,934)

  
(1,130,834)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 March 2025.




Jesse Austin Klein
Director

The notes on pages 7 to 10 form part of these financial statements.

Page 5

 
BCM ONE UK INTERNATIONAL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 20 APRIL 2023 ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive loss for the Period 20 April 2023

Loss for the Period 20 April 2023

-
(1,130,934)
(1,130,934)


Other comprehensive loss for the Period 20 April 2023
-
-
-


Total comprehensive loss for the Period 20 April 2023
-
(1,130,934)
(1,130,934)


Contributions by and distributions to owners

Shares issued during the Period 20 April 2023
100
-
100


Total transactions with owners
100
-
100


At 31 December 2023
100
(1,130,934)
(1,130,834)

The notes on pages 7 to 10 form part of these financial statements.

Page 6

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 20 APRIL 2023 ENDED 31 DECEMBER 2023

1.


General information

BCM One UK International Limited (CRM: 14816610) is a private company, limited by shares, registered in England & Wales  and its registered office is 89 5th Floor Albert Embankment, London,SE1 7TP.                Also due to the company opening on the 20 April 2023, these set of accounts are a short period up to the 31 December 2023 to align to its subsidiary year end.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.
The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The Directors have considered the Company’s financial position, projected cash flows, and available funding sources in assessing its ability to continue as a going concern.

 
2.3

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.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.6

Creditors

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

Page 7

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 20 APRIL 2023 ENDED 31 DECEMBER 2023

3.


Employees




The average monthly number of employees, including the directors, during the Period 20 April 2023 was as follows:


  20 April 2023 to
     31 December
        2023
            No.






Directors
3


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
27,320,000



At 31 December 2023
27,320,000




In the year the company spent £27.32m to fully acquire Pure IP ltd, so it now owns 100% of Pure IP ltd shareholdings. The registered office of Pure IP ltd is 89 5th Floor, Albert Embankment, London, SE1 7TP.


5.


Debtors

2023
£


Amounts owed by group undertakings
2,052,401

Other debtors
100

2,052,501


Page 8

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 20 APRIL 2023 ENDED 31 DECEMBER 2023

6.


Creditors: Amounts falling due within one year

2023
£

Amounts owed to group undertakings
30,498,135

Accruals and deferred income
5,200

30,503,335



7.


Share capital

2023
£
Allotted, called up and fully paid


100 Ordinary shares of £1.00 each
100





8.


Related party transactions

During the year, the company received £27,320,000 in respect of a loan note from its parent company, BCM One International LLC, a company registered in Delaware, USA. The loan note has no fixed maturity date, and the interest rate is set at 8%. For the year, £1,125,733.70 in interest charges was accrued, payable to the holding company, BCM One International LLC.                                                                                                                  Also in amounts owed to group undertakings under Creditors falling due within one year is a loan from BCM One International LLC. During the year £2,052,401 was received. The balace due is not subject to interest and is repayable on demand.                                                                                                               In Amounts owed by group undertakings under Debtors falling due within one year is a balance by Pure IP Ltd a subsisdery of the company. During the year £2,052,401 was paid to Pure IP Ltd and is still due at the year end. The balance is not subject to interest and is repayable on demand.


9.


Registration of charge

In the year BCM One International LLC, the parent company of BCM One UK international ltd, took out a loan from BMO Harris Bank N.A to aid in the purchase of Pure IP ltd which is now a full subsidiary of BCM One UK international ltd. This loan holds a fixed charge and floating charge over BCM One UK international ltd and also its subsidiary until the loan is repaid in full.






Page 9

 
BCM ONE UK INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 20 APRIL 2023 ENDED 31 DECEMBER 2023

10.


Auditors' information

The auditors' report on the financial statements for the Period 20 April 2023 ended 31 December 2023 was unqualified.

The audit report was signed on 14 March 2025 by Melissa Bowers FCCA (Senior Statutory Auditor) on behalf of Harts Limited.

 
Page 10