BIDX1 (UK) LIMITED

Company Registration Number:
11108272 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2023

Period of accounts

Start date: 1 January 2023

End date: 31 December 2023

BIDX1 (UK) LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

BIDX1 (UK) LIMITED

Directors' report period ended 31 December 2023

The directors present their report with the financial statements of the company for the period ended 31 December 2023

Principal activities of the company

The principal activities of the company are that of an online property agent, auctioneer and property dealer.

Additional information

DIRECTORS' REPORT FOR THE YEAR ENDED 31st DECEMBER, 2023 The directors present their report and the financial statements for the year ended 31st December 2023. The financial statements have been prepared in accordance with FRS 102, Section 1A for small entities. Principal activity The principal activities of the company are that of an online property agent, auctioneer and property dealer. Results and dividends The profit for the year, after taxation, amounted to £323,522 (2022 - £253,762). The directors recommend that no dividend be paid (2022 - £Nil). Directors The directors who served during the year were: Mark Horgan (appointed 28 November 2024) Jonathan Fenn (appointed 22 March 2023) Tadhg Dolly (appointed 22 March 2023 and resigned 28 November 2024) Stephen McCarthy (resigned 22 March 2023) Michael Patrick Murphy (resigned 22 March 2023) Neither director held any interests in the company at the beginning or end of the year, or the prior year. Going concern The Company’s ability to continue as a going concern for the foreseeable future is dependent on the continuation of Bidx1 Acquisitions Group. Pollen Street Capital, the Group’s principal strategic investor since 2018, have committed to provide financial support to the group to enable Bidx1 Acquisitions Limited and its subsidiary undertakings meet all obligations as they fall due for a period of at least one year from the date of approval of the financial statements. Accordingly, the directors have prepared the Company’s financial statements on Going Concern Basis. Future developments There are no planned future developments for the company. It will operate under the same model. 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'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's auditors are aware of that information. Post balance sheet events In November 2024, Bidx1 Acquisitions Group received an additional cash injection of £1.25 million from Pollen Street Capital by way of a share issue. This funding was secured to support both working capital requirements and restructuring initiatives aimed at improving operational efficiency and long-term financial stability. There were no other significant events between the balance sheet date and the date of signing of the financial statements, affecting the company, which require adjustment to or disclosure in the financial statements.



Directors

The director shown below has held office during the whole of the period from
1 January 2023 to 31 December 2023

Mark Horgan


The directors shown below have held office during the period of
22 March 2023 to 31 December 2023

Jonathan Fenn
Tadhg Dolly


Secretary Jonathan Fenn

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
13 March 2025

And signed on behalf of the board by:
Name: Mark Horgan
Status: Director

BIDX1 (UK) LIMITED

Profit And Loss Account

for the Period Ended 31 December 2023

2023 2022


£

£
Turnover: 3,857,443 2,996,382
Cost of sales: ( 2,248,932 ) ( 1,588,832 )
Gross profit(or loss): 1,608,511 1,407,550
Administrative expenses: ( 1,284,212 ) ( 1,151,821 )
Operating profit(or loss): 324,299 255,729
Interest payable and similar charges: ( 777 ) ( 1,967 )
Profit(or loss) before tax: 323,522 253,762
Profit(or loss) for the financial year: 323,522 253,762

BIDX1 (UK) LIMITED

Balance sheet

As at 31 December 2023

Notes 2023 2022


£

£
Fixed assets
Tangible assets: 3 1,195 1,613
Total fixed assets: 1,195 1,613
Current assets
Debtors: 4 275,607 195,073
Cash at bank and in hand: 422,437 172,017
Total current assets: 698,044 367,090
Creditors: amounts falling due within one year: 5 ( 5,033,072 ) ( 5,015,938 )
Net current assets (liabilities): (4,335,028) (4,648,848)
Total assets less current liabilities: (4,333,833) ( 4,647,235)
Creditors: amounts falling due after more than one year: 6 ( 15,622 ) ( 25,742 )
Total net assets (liabilities): (4,349,455) (4,672,977)
Capital and reserves
Called up share capital: 1 1
Profit and loss account: (4,349,456 ) (4,672,978 )
Total Shareholders' funds: ( 4,349,455 ) (4,672,977)

The notes form part of these financial statements

BIDX1 (UK) LIMITED

Balance sheet statements

For the year ending 31 December 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

This report was approved by the board of directors on 13 March 2025
and signed on behalf of the board by:

Name: Mark Horgan
Status: Director

The notes form part of these financial statements

BIDX1 (UK) LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Turnover policy

    Revenue Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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.

    Tangible fixed assets depreciation policy

    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 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.

    Other 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 Section 1A of 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 management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied: 2.2 Going concern The Company’s ability to continue as a going concern for the foreseeable future is dependent on the continuation of Bidx1 Acquisitions Group. Pollen Street Capital, the Group’s principal strategic investor since 2018, have committed to provide financial support to the group to enable Bidx1 Acquisitions Limited and its subsidiary undertakings meet all obligations as they fall due for a period of at least one year from the date of approval of the financial statements. Accordingly, the directors have prepared the Company’s financial statements on Going Concern Basis. 2.3 Revenue Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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. 2.4 Operating leases: the Company 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. 2.5 Borrowing costs All borrowing costs are recognised in profit or loss in the year in which they are incurred. 2.6 Taxation 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 operates and generates income. 2.7 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 - 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. 2.8 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. 2.9 Exceptional items The Company has adopted an accounting policy and Income Statement format that seeks to highlight specific significant items of income and expense within the Company results for the year. The Company considers items which are significant either because of their size or their nature, and which are non-recurring. For items to be considered significant, it must initially meet at least one of the following criteria: Non-recurring items – these are events/transactions that are infrequent and unusual, or one-off in nature. These include items such as restructuring and integration projects, litigation costs and settlements, impairment of assets, acquisition related costs, and gains/losses from the sale of assets or businesses. Inconsistent items – these are items which are inconsistent amounts year on year (where applicable) such as revaluation gains/losses. For an item to be deemed exceptional, it must have a significant effect on the Company’s profitability and should therefore be separately disclosed. If an item meets at least one of the criteria, the Directors then exercise judgement evaluated based on the above criteria as to whether the item meets the Company definition of significant. 2.10 Government grants Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure. 2.11 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. 2.12 Financial instruments The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date. Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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. For financial assets at amortised costs, gains and losses are recognised in the statement of comprehensive income when the asset is derecognise, modified or impaired. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred and qualifies for derecognition. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the consolidated statement of profit and loss and other comprehensive income. 2.13 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. 2.14 Interest income Interest income is recognised in the Statement of comprehensive income using the effective interest method.

BIDX1 (UK) LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 2. Employees

    2023 2022
    Average number of employees during the period 10 12

BIDX1 (UK) LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

3. Tangible assets

Land & buildings Plant & machinery Fixtures & fittings Office equipment Motor vehicles Total
Cost £ £ £ £ £ £
At 1 January 2023 1,883 16,979 18,862
Additions
Disposals
Revaluations
Transfers
At 31 December 2023 1,883 16,979 18,862
Depreciation
At 1 January 2023 311 16,938 17,249
Charge for year 377 41 418
On disposals
Other adjustments
At 31 December 2023 688 16,979 17,667
Net book value
At 31 December 2023 1,195 0 1,195
At 31 December 2022 1,572 41 1,613

BIDX1 (UK) LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

4. Debtors

2023 2022
£ £
Trade debtors 234,909 52,130
Prepayments and accrued income 40,698 142,943
Total 275,607 195,073

BIDX1 (UK) LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

5. Creditors: amounts falling due within one year note

2023 2022
£ £
Bank loans and overdrafts 10,140 9,891
Trade creditors 490,108 334,866
Taxation and social security 87,253 54,411
Accruals and deferred income 118,077 61,771
Other creditors 4,327,494 4,554,999
Total 5,033,072 5,015,938

BIDX1 (UK) LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

6. Creditors: amounts falling due after more than one year note

2023 2022
£ £
Bank loans and overdrafts 15,622 25,742
Total 15,622 25,742

BIDX1 (UK) LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

7. Financial Commitments

Commitments under operating leases At 31st December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods: Not later than 1 year 2023 (Nil) 2022 (£48,458)