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Registered number: 12511349












BALLINGER GROUP HOLDINGS (UK) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

BALLINGER GROUP HOLDINGS (UK) LTD

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 5
Group directors' report
 
6 - 7
Group directors' responsibilities statement
 
8
Independent auditors' report
 
9 - 11
Consolidated profit and loss account
 
12
Consolidated balance sheet
 
13
Company balance sheet
 
14
Consolidated statement of changes in equity
 
15
Company statement of changes in equity
 
16
Consolidated statement of cash flows
 
17 - 18
Notes to the financial statements
 
19 - 50


 

BALLINGER GROUP HOLDINGS (UK) LTD
 
COMPANY INFORMATION


Directors
O J Bridgen (Chief Operating Officer) 
T M Dudderidge (Chief Executive Officer) 
T Hallinan (Trading Director) 
P Ronane (Managing Director) 
W P Tracey (Executive Chairman) 




Registered number
12511349



Registered office
65 Curzon Street

London

W1J 8PE




Independent auditors
Forvis Mazars LLP

30 Old Bailey

London

EC4M 7AU




Page 1

 

BALLINGER GROUP HOLDINGS (UK) LTD
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors of Ballinger Group Holdings (UK) Ltd (the “Company”) present the annual report and financial statements of the Ballinger Group Holdings (UK) Ltd and its subsidiaries (the “Group”) and the Company for the period ended 31 December 2023. The Group's strategic report is provided to be read with other parts of the following report, including the financial statements and notes.  

Business review
 
The Group consists of the following entities:

Ballinger Group Holdings (UK) Ltd.
Ballinger & Co. Ltd: a London based, FCA regulated payments institution.
Ballinger Europe Limited and Ballinger Markets Limited: both regulated in Malta.
Ballinger Risk Management Limited: currently a dormant company. 
Ballinger Group Holding (Jersey) Limited: a holding company incorporated in Jersey, Channel Islands.
Ballinger Payments BV: incorporated in the Netherlands.

Ballinger Group Holdings (UK) Ltd was founded in 2020. The Company’s principal activity in 2023 was of the holding company. The principal activity of the main trading entity, Ballinger & Co. Limited in the same financial period was providing foreign currency payments services to individual and institutional clients. The Maltese entities were not operational during 2023 and they booked their first trade in first quarter of 2024. The only revenue generating entity within the Group in 2023 was Ballinger & Co. Ltd. 
In 2023, the Group achieved a turnover of £29.70 million, an increase from £18.60 million in 2022. The gross value of currency transactions sold in 2023 is £5.255 billion (2022: £4.618 billion), the corresponding gross value of the currency transactions purchased is £5.225 billion (2022: £4.599 billion).  
The profit before tax margin stands at 35% up from 13% in 2022. The Group is experiencing rapid growth and is actively using its available capital to reshape the market for clients who need deep, competitive liquidity, along with flexible credit terms, efficient onboarding, and competitive terms for foreign currency contracts. 
The board and management routinely review and update the Group's business forecasts and model to ensure they account for recent macroeconomic and microeconomic changes. The Directors of the Group are satisfied with the overall performance of the group entities in the current financial year and are confident that the Group has sufficient knowledge and experience to achieve its targets.
Going concern
The Directors have assessed the Group’s and Company's ability to continue as a going concern. Management reviewed its day-to-day working capital needs, the current economic conditions, and investments in platform and technology development. Based on these analyses, they concluded that the Group has sufficient financial resources and professional team and is expected to continue operating for at least 12 months from the date of approval of the financial statements. The Group’s annual financial statements are prepared on a going concern basis.

Risks and uncertainties
 
The Group face both internal and external risks and uncertainties, including legal and regulatory factors specific to the industry in which the Group operates. The main risk areas identified by the Group are as follows:
Credit Risk – This risk arises when a customer or counterparty fails to meet its obligations by the maturity date. To mitigate this risk, management evaluates potential customers before onboarding and regularly reviews existing customers. The counterparty credit risk is considered low since they are well-established and reputable financial institutions.
 
Page 2

 

BALLINGER GROUP HOLDINGS (UK) LTD

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


Liquidity Risk – Liquidity risk relates to the Group’s ability to maintain sufficient liquid funds to meet its liabilities. The Group frequently reviews financial forecasts against actual performance to detect risks early. Additionally, the Group has established financing facility agreements to mitigate liquidity risk.

Foreign Currency Risk – The Group engages in revenue generation and purchases in foreign currencies, making it subject to fluctuations in foreign exchange rates. This risk is mitigated through offsetting trades with customers and financial institutions. The foreign currency risk associated with purchases is minimal, as most vendors invoice the Group in the entity’s base currency.
Operational Risk – The Group maintains a comprehensive risk registry, allowing management to identify and document risks and take appropriate action.
Management acknowledges that the risks listed above are not exhaustive. A key aspect of the Group's overall risk management strategy is ensuring that both management and staff receive relevant training on legal, regulatory, and professional development areas.

Macro and micro economic conditions and key risks

The Group considers the following macroeconomic and microeconomic conditions that may directly impact the business. The factors listed below present both risks and opportunities for the business. They may generate demand for certain currencies and products, influence market preferences for long-term or short-term contracts, and impact the Company’s ability to access market liquidity.
 
Interest Rates
Economic Indicators: GDP growth, employment rates, and manufacturing output can affect currency values. Strong economic performance often leads to a stronger currency.
Political Stability and Performance: 
Inflation Rates: 
Market Speculation: Speculators buying and selling currencies can create fluctuations in exchange rates. Market sentiment and speculative activities can drive short-term currency movements.
Global Economic Events: financial crises, pandemics, and significant geopolitical events can cause volatility and impact currency exchange rates.
Monetary Policies:
Capital Flows: Movements of capital in and out of a country (investment opportunities and economic conditions, can affect exchange rates)
Commodity Prices: (e.g., oil, gold), changes in global commodity prices can influence their currency value.
Government Debt: 
Market Liquidity:
 
Management discusses global economic and political events to ensure that the team is informed and up to dated on key developments. Additionally, Ballinger shares its expert knowledge and analysis with external stakeholders through publicly available daily newsletters.
The management identifies the following key business risks: 
 
Loss of major customer(s)
Revenue concentration, when a small number of clients generate the majority of the revenue
Withdrawal or reduction of the counterparty credit line
Customer defaults
Exposure to few currencies
Sector concentration (e.g. focusing on retail or logistics industries)
Failure to recruit the best talent for the sales, dealing teams and support function.

To address the above-listed risks, management prioritises recruiting top talent, providing regular training, and encouraging professional development. Management also designs and continuously reviews incentive structures
Page 3

 

BALLINGER GROUP HOLDINGS (UK) LTD

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

to ensure they address revenue, sector, and currency concentration risks. Additionally, the Group diversifies and expands its partnerships with liquidity providers to mitigate liquidity risks.
The sales procedures, technology development, and incentive schemes are designed to provide management with high-quality data to identify key trends and issues, allowing them to devise quick and efficient solutions.

Directors' duty to promote the success of the Company and its subsidiaries

The Group has quickly established itself as the go-to non-bank foreign exchange payments provider for clients with large and complex requirements. The team re-formed at Ballinger & Co. Ltd to create a fiercely independent firm, funded by our Executive Chairman Will Tracey, our founders and Directors, the CEO’s Family Office, and a well-known financial services investor Darren Carter (Chairman of investment bank Peel Hunt). The Group has been profitable since inception, with all profit retained in the business to fuel growth of the business and its balance sheet.
 
The Directors identified that access to the best technology portfolio is critical for the Company’s steady growth and effective operational risk management. The Group leverages a sophisticated and integrated technology portfolio to enhance operational efficiency, streamline processes, and drive business growth. The board has agreed to allocate resources for technology development. 
The Group is subject to environmental legislation in accordance with applicable law in the United Kingdom. The Group's operations have minimal environmental impact.
The Group encourages and supports employees in their professional development. Many employees pursue well-recognised and highly regarded qualifications and regularly attend training sessions and seminars. The Group provides both financial assistance and other necessary support.

Financial key performance indicators
 
The Group monitors the following key performance indicators:

Turnover increase on monthly and quarterly basis
Increase of the gross profit and net profit margin
New customers onboarded and traded
Diversifying its revenue

In Q1, the Group achieved a turnover of £3,228,148, which grew steadily to £5,214,948 in Q2. Q3 saw a significant increase to £8,543,434, and by Q4, turnover reached £12,713,004, marking a strong 49% growth from the previous quarter. Overall, the Group experienced consistent growth throughout the year, driven by strategic initiatives and seasonal demand.
The gross profit margin remained above the 50% target for most of the year but declined slightly to 45% in Q3. This decline was primarily due to accounting for potential losses from early drawdowns by a single client. The Group also recorded a steady increase in trade bookings, rising from 1,697 in Q1 to 2,186 in Q4. The net profit margin increased from 11% in 2022 to 15% in Q1 2023, reaching 34% in Q4.

Page 4

 

BALLINGER GROUP HOLDINGS (UK) LTD

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

Financial review
 
The headline consolidated financial performance for the financial years 2023 and 2022 is summarised below:

2023
2022
Year on Year evolution
Year on Year Change
        £

Gross value of currency transactions sold

5,254,857,165

4,617,586,366

637,270,799
 
14%
 
Gross value of currency transactions purchased

(5,225,157,630)

(4,598,985,755)

(626,171,875)
 
14%
 
Turnover

29,699,535

18,600,611

11,098,924
 
60%
 
Profit before taxation for the financial year

10,367,806

2,368,695

7,999,111
 
338%
 
Profit before taxation margin

       35%

       13%

22%
 
174%
 


The increase in turnover in 2023 was driven by several factors, including growth in the number of active clients and an improvement in the blended average spread margin from 0.40% in 2022 to 0.56% in 2023. In the final quarter of 2024, 97 clients generated a turnover of £12.7 million, compared to 215 clients in 2022 delivering £5 million. This indicates a significant shift in business performance and client value. Despite having fewer clients in Q4 of 2023, turnover more than doubled compared to the same period in 2022. Furthermore, 2023 saw the addition of new clients with large trade volumes across multiple currencies, underscoring the Group’s capacity to meet the complex needs of its clients.

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



On behalf of the board


O J Bridgen (Chief Operating Officer)
Director
Date: 19 March 2025

Page 5

 

BALLINGER GROUP HOLDINGS (UK) LTD

GROUP DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors of Ballinger Group Holdings (UK) Ltd present their report and the audited consolidated and separate financial statements for the year ended 31 December 2023.

Results and dividends

The profit for the financial year amounted to £7,834,506 (2022 - £1,881,140).

The directors do not recommend the payment of a dividend (2022: £nil).

Directors

There were no changes from the previous year. The directors who served during the year were:

O J Bridgen (Chief Operating Officer) 
T M Dudderidge (Chief Executive Officer) 
T Hallinan (Trading Director) 
P Ronane (Managing Director) 
W P Tracey (Executive Chairman) 

The highest paid director's total compensation was £830,000 in 2023 (2022 - £650,879). Additional information related to directors' remuneration is provided in note 5.

Future developments

The Group's principal activity, along with that of its main subsidiaries, is to provide foreign currency payment services to both private and institutional clients. The Maltese entities are regulated in accordance with local and EU regulations, enabling the Group to extend its full range of services to EU clients. One of the Group’s subsidiaries, Ballinger Markets Limited, is a MiFID-regulated entity and provides investment products to its clients.
In 2024, the Maltese entities became fully operational, which is expected to enhance the Group’s global reach and enable the introduction of new services through its Malta-based operations. Additionally, the Group made significant investments in platform and technology development in 2023, which are expected to improve operational efficiency and support long-term growth.

Matters covered in the Group strategic report

As permitted by s414c (11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

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.

Page 6

 

BALLINGER GROUP HOLDINGS (UK) LTD

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


Post balance sheet events

The Group has entered into a settlement agreement concerning ongoing litigation with a client, with the settlement funds received in late December 2024. 
Ballinger & Co. Ltd declared dividends sufficient to offset the Company’s accumulated losses and establish adequate distributable reserves for the repurchase of its own shares.
In 2023 and 2024, the Company attempted to repurchase its own shares from two shareholders. Following legal advice, the Directors concluded that the Company lacked sufficient distributable reserves at the time of the buybacks, rendering both repurchases void.
Subsequently, in accordance with professional guidance, new buybacks were successfully completed in January 2025 for the original considerations.
There have been no other significant events impacting the Group since the year end. 
Additional details regarding post balance sheet events are provided in Note 27 – Subsequent Events.

Auditors

The new auditors, Forvis Mazars LLP, were appointed in May 2024. The directors of the Company will propose for reappointment of auditor, Forvis Mazars LLP, in accordance with section 485 of the Companies Act 2006.

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

On behalf of the board
 




O J Bridgen (Chief Operating Officer)
Director

Date: 19 March 2025


Page 7

 

BALLINGER GROUP HOLDINGS (UK) LTD
 
GROUP DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Group strategic report, the Directors' report and the Group and the Company  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 judgments 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.

Page 8

 

BALLINGER GROUP HOLDINGS (UK) LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALLINGER GROUP HOLDINGS (UK) LTD
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion

We have audited the financial statements of Ballinger Group Holdings (UK) LTD (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2023 which comprise the Consolidated profit and loss account, the Consolidated balance sheet, the Parent Company balance sheet, the Consolidated statement of changes in equity, the Parent Company statement of changes in equity, Consolidated statement of cash flows and notes to the financial statements, including material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's and parent company's profit for the year 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 “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the group and the parent 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, 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 group's and the parent 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.

Other information

The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.  Our 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.

Page 9

 

BALLINGER GROUP HOLDINGS (UK) LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALLINGER GROUP HOLDINGS (UK) LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, 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.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 8 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 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 auditor’s 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 the financial statements. 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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. 

Based on our understanding of the group and the parent company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, and anti-money laundering regulation.
 
Page 10

 

BALLINGER GROUP HOLDINGS (UK) LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALLINGER GROUP HOLDINGS (UK) LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
 
Inquiring of management and, where appropriated, those charged with governance, as to whether the group and the parent company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and 
Considering the risk of acts by the group and the parent company which were contrary to applicable law and regulations, including fraud.
 
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, the Companies Act 2006. 
In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the valuation of derivatives, revenue recognition, and significant one-off or unusual transactions. 
Our audit procedures in relation to fraud included but were not limited to:
 
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risk of fraud; and
Addressing the risk of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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.

Use of the audit 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 2006. Our 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 auditor’s 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.




Pauline Pélissier (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
Address: 30 Old Bailey, London EC4M 7AU

19 March 2025
Page 11

 

BALLINGER GROUP HOLDINGS (UK) LTD
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 3 
29,699,535
18,600,611

Cost of sales
  
(13,292,836)
(11,704,913)

Gross profit
  
16,406,699
6,895,698

Administrative expenses
  
(6,473,327)
(4,229,729)

Operating profit
 4 
9,933,372
2,665,969

Interest receivable and similar income
 6 
827,446
125,739

Interest payable and similar expenses
 7 
(393,012)
(423,013)

Profit before taxation
  
10,367,806
2,368,695

Tax on profit
 8 
(2,533,300)
(487,555)

Profit for the financial year
  
7,834,506
1,881,140

Profit for the year attributable to:
  

Owners of the parent
  
7,834,506
1,881,140

  
7,834,506
1,881,140

There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 12


 
REGISTERED NUMBER:12511349
BALLINGER GROUP HOLDINGS (UK) LTD

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
 2022
Note
£
£

Non-current assets
  

Intangible assets
 11 
302,767
336,000

Tangible fixed assets
 10 
416,881
194,008

Deferred taxation
 9 
126,664
10,410

  
846,312
540,418

Current assets
  

Debtors: amounts receivable within one year
 14 
29,676,811
12,297,063

Derivative financial assets
 18 
2,512,590
1,054,425

Cash and cash equivalents
 15 
9,316,255
4,563,690

  
41,505,656
17,915,178

Current liabilities
  

Creditors: amounts falling due within one year
 16 
(23,010,066)
(10,617,992)

Derivative financial liabilities
 18 
(4,057,307)
(978,571)

Net current liabilities
  
 
 
(27,067,373)
 
 
(11,596,563)

  

Total assets less current liabilities
  
15,284,595
6,859,033

Non-current liabilities
  

Other provisions
 17
(2,228,862)
(2,228,862)

Deferred taxation
  9 
(158,543)
(132,502)

  
 
 
(2,387,405)
 
 
(2,361,364)

Net assets
  
12,897,190
4,497,669


Capital and reserves
  

Called up share capital 
  19
6
6

Share premium account
  20
2,361,836
2,261,836

Share options reserve
  20
506,655
41,640

Retained earnings
  20
10,028,693
2,194,187

Equity attributable to owners of the parent Company
  
12,897,190
4,497,669


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

O J Bridgen (Chief Operating Officer)
Director

Date: 19 March 2025

The notes on pages 19 to 50 form part of these financial statements.

Page 13


 
REGISTERED NUMBER:12511349
BALLINGER GROUP HOLDINGS (UK) LTD

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
As restated 2022 (*)
Note
£
£

Non current assets
  

Investments
 12 
4,209,974
3,744,959

 
Current assets
  

Debtors: amounts receivable within one year
 14 
1,162,154
3,019,061

Cash at bank and in hand
 15 
80
-

  
1,162,234
3,019,061

Creditors: amounts falling due within one year
 16 
(3,483,610)
(5,025,095)

Net current liabilities
  
 
 
(2,321,376)
 
 
(2,006,034)

Total assets less current liabilities
  
1,888,598
1,738,925

  

Net assets
  
1,888,598
1,738,925


Capital and reserves
  

Called up share capital 
  19
6
6

Share premium account
  20
2,361,836
2,261,836

Share options reserve
  20
506,655
41,640

Accumulated losses
  20
(979,899)
(564,557)

Total equity
  
1,888,598
1,738,925


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

On behalf of the board




O J Bridgen (Chief Operating Officer)
Director

Date: 19 March 2025

The notes on pages 19 to 50 form part of these financial statements.
(*) Refer to note 21 for the prior year adjustments.

Page 14

 

BALLINGER GROUP HOLDINGS (UK) LTD

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


Called up share capital
Share premium account
Share options reserve
Retained earnings
Total equity 

£
£
£
£
£


At 1 January 2022
6
2,261,836
18,613
313,047
2,593,502



Profit for the financial year
-
-
-
1,881,140
1,881,140

Equity settled share based payment charge
-
-
23,027
-
23,027



At 1 January 2023
6
2,261,836
41,640
2,194,187
4,497,669



Profit for the financial year
-
-
-
7,834,506
7,834,506

Equity settled share based payment charge
-
-
465,015
-
465,015

Shares issued during the year
-
100,000
-
-
100,000


At 31 December 2023
6
2,361,836
506,655
10,028,693
12,897,190


The notes on pages 19 to 50 form part of these financial statements.

Page 15

 

BALLINGER GROUP HOLDINGS (UK) LTD

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


Called up share capital
Share premium account
Share options reserve (restated)
Accumulated losses (restated)
Total equity (restated)

£
£
£
£
£


At 1 January 2022 (as previously stated) (*)
6
2,261,836
-
(248,315)
2,013,527

Adjustment to opening share option reserve
-
-
18,613
-
18,613


At 1 January 2022 (as restated)
6
2,261,836
18,613
(248,315)
2,032,140



Loss for the year
-
-
-
(316,242)
(316,242)

Capital contribution in subsidiary
-
-
23,027
-
23,027



At 1 January 2023
6
2,261,836
41,640
(564,557)
1,738,925



Loss for the year
-
-
-
(415,342)
(415,342)

Capital contribution in subsidiary
-
-
465,015
-
465,015

Shares issued during the year
-
100,000
-
-
100,000


At 31 December 2023
6
2,361,836
506,655
(979,899)
1,888,598


The notes on pages 19 to 50 form part of these financial statements.
(*) Refer to note 21 for the prior year adjustments.

Page 16

 

BALLINGER GROUP HOLDINGS (UK) LTD

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

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
7,834,506
1,881,140

Adjustments for:

Amortisation of intangible assets
95,040
86,400

Depreciation of tangible assets
73,867
30,145

Interest paid
393,012
423,013

Interest received
(827,446)
(125,739)

Taxation charge
2,533,300
487,555

(Increase) in debtors
(16,978,993)
(8,995,074)

Increase/(decrease) in creditors
13,443,260
(1,954,985)

Corporation tax (paid)
(275,934)
(183,643)

Foreign exchange
(106,331)
56,137

Derivative financial liability fair value movement
3,078,736
(1,036,104)

Derivative financial asset fair value movement
(1,458,165)
1,051,396

Share options scheme
465,015
41,640

Net cash generated from/(used in) operating activities

8,269,867
(8,238,119)

Cash flows from investing activities

Purchase of intangible fixed assets
(61,807)
(129,600)

Purchase of tangible fixed assets
(296,260)
(178,489)

Interest received
827,446
125,739

Net cash generated from/(used in) investing activities

469,379
(182,350)

Cash flows from financing activities

Issue of ordinary shares
100,000
-

New secured loans
-
3,500,000

Repayment of other loans
(3,500,000)
-

Interest paid
(393,012)
(423,013)

New loans to shareholders
(300,000)
-

Net cash (used in)/generated from financing activities
(4,093,012)
3,076,987

Net increase/(decrease) in cash and cash equivalents
4,646,234
(5,343,482)
Page 17

 

BALLINGER GROUP HOLDINGS (UK) LTD

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


2023
2022

£
£



Cash and cash equivalents at beginning of year
4,563,690
9,963,309

Foreign exchange gains and losses
106,331
(56,137)

Cash and cash equivalents at the end of year
9,316,255
4,563,690


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
9,316,255
4,563,690

9,316,255
4,563,690


The notes on pages 19 to 50 form part of these financial statements.

Page 18

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Ballinger Group Holdings (UK) Ltd is a private company limited by shares, incorporated in England & Wales. The address of the registered office is 65 Curzon Street, London, England, W1J 8PE. Its principal activity is that of a holding company. 
The Group consolidated and Company financial statements are presented in Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
Ballinger Group Holdings (UK) Ltd primarily serves as the holding company for the Ballinger Group companies. Ballinger Group comprises Ballinger & Co. Ltd, a London-based, FCA regulated payments institution, as well as Ballinger Europe Ltd and Ballinger Markets Ltd, both regulated in Malta. Other companies include Ballinger & Co Risk Management Limited (a dormant company), Ballinger Group Holdings (Jersey) Limited and Ballinger Payments B.V. (Netherlands).
The principal accounting policies for the Group are summarised below. They have all been applied consistently throughout the year and preceding year.
The principal activities of the Company and its subsidiaries ("the Group") together with the nature of the Group’s operations are set out in the strategic report on pages 2 to 5.
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.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The Group and Company 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 financial statements of two subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. As both subsidiaries remained non-operational throughout the reporting period, and given that their operational expense bases are similar to those under Financial Reporting Standard 102 (FRS 102), management has concluded that the financial results would not differ materially if the statements were prepared in accordance with FRS 102, the applicable financial reporting framework in the UK and the Republic of Ireland, in conjunction with the Companies Act 2006.

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 balance sheet, 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 profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
 

Page 19

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.3

Exemptions for qualifying entities under FRS 102

FRS 102 section 1.12 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no object to, the use of exemptions by the Company's shareholders.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements. Included within the consolidated statement of profit and loss is a loss of £415,342 attributable to the Company.
The Company has taken advantage of the exemption allowed under FRS 102, paragraph 1.12(b), which allows a qualifying entity to be exempt from preparing a separate statement of cash flows if it is included in publicly available consolidated financial statements intended to give a true and fair view.

 
2.4

Going concern

The Group's Directors have assessed the Group’s ability to continue as a going concern.  Management reviewed its day-to-day working capital needs, the current economic conditions, and investments in platform and technology development. Based on these analyses, they concluded that the Group has sufficient financial resources and professional team and is expected to continue operating for at least 12 months from the date of approval of the financial statements. The Group’s annual financial statements are prepared on a going concern basis.
The Company primarily serves as the holding company for the Ballinger Group companies. In addition to its holding company activities, the company has entered into loan facility agreements with external parties to provide capital for collateral and business development purposes. The Company’s annual financial statements are prepared on a going concern basis. 
The Directors of the Company has reviewed the overall forecasts and concluded that there are no internal or external factors that could negatively affect the Company’s ability to operate in forceable future, for at least 12 months from the date of approval of the financial statements.

Page 20

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.5

Turnover

The Group generated revenue from providing domestic and foreign currency payment services to individual and institutional customers. The revenue comprised of the difference between gross value of currency transactions sold and gross value of currency transactions purchased. 
The revenue is recognised when:
(a) the gross value of sold currency and gross value of purchased currency can be measured reliably,
(b) there is an agreed and accepted contract between the Group and customer, 
(c) and to the extent that it is probable that the economic benefits will flow to the Group. 
The revenue from the spot contracts is recognised at the time a contract is entered into and accepted by the customer and the Group. The Group also provides foreign currency forward contracts, and the revenue is recognised at the point when both the Group and the customer agree and accept the contract terms. 
Foreign currency forward contracts can include provisions for early drawdowns which allow clients execute trades fully or partially before the agreed settlement date. In some cases, early drawdown may generate losses. To reliably model and adjust recognised revenues under such contracts, management should assess whether sufficient historical data and client insights are available as at the reporting date.
Management evaluates open forward contracts as of the reporting date and applies various scenarios to assess expected cash flows from early drawdowns.
When client insights are available, management models an indicative monthly drawdown schedule to estimate expected gains or losses based on the remaining contract duration.
This adjustment to turnover is reflected on the balance sheet through the fair value movement of derivative financial assets.

  
2.6

Cost of sales

The Group incurs costs directly related to its revenue-generating activities, primarily consisting of commissions, bank charges, and costs related to market fluctuations. Commissions are accrued in the same period in which the associated revenue is recognised, while bank charges and market-related costs are recognised as they arise. 

Page 21

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Foreign currency translation

Functional and presentation currency

The functional and presentation currency of the Company and its subsidiaries is Sterling (£), except for Ballinger Europe Limited, Ballinger Markets Limited, and Ballinger Payments B.V., whose functional and presentation currency is Euro (€).

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.8

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 22

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.8
Tangible fixed assets (continued)

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:

Motor vehicles
-
5 years
Fixtures and fittings
-
3 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed annually, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the Group will assess the tangible fixed assets for impairment and recognise the cost in profit or loss statement. 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.9

Intangible assets

Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights.
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives, as follows: 
Computer software - 5 years
The Group recognises the computer software intangible asset in relation to software configuration and enhancement to incorporate critical features and bring the software into service.
 
Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the Group will test the assets for impairment and recognise the cost in profit or loss statement.


2.10

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. 
 
The Group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Page 23

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)




Financial instruments (continued)

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
As of the reporting date, management applies various scenarios to analyse expected gains or losses from early drawdowns. They assess expected net cash flows. When client insights and reliable data are available, management uses detailed model to estimate gains or losses from early or partial settlement. Financial assets are adjusted for estimated losses from early drawdowns, with corresponding entries posted to turnover.
The Group in some circumstances may hold collateral against trade receivables, with corresponding liability. Apart from this, the Group does not trade in financial instruments and all such instruments arise directly from operations. All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The Group may hold the collateral against its trade receivables if clients are not within agreed margin facility. In all other circumstances its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. As the Company only has short term receivables and payables, its net current asset position is a reasonable measure of its liquidity at any given time.

Derivative financial instruments  
Derivative foreign exchange contracts are standalone, non-hedging derivative financial assets and liabilities. They are measured at fair value as of the reporting date, with any changes in fair value recognised in profit or loss.
 
Page 24

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)




Financial instruments (continued)

Impairment of financial assets
Financial assets 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 cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
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.
In these financial statements, where the Group has the right to settle outstanding debtor and creditor balances with the broker on a net basis, those balances have been offset in the balance sheet.

 
2.11

Valuation of investments

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 profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. 

Page 25

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

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.

 
2.13

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.

 
2.14

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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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.
Page 26

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)



Current and deferred taxation (continued)

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 balance sheet date.
A deferred tax asset is recognised in respect of share options granted in 2021 and 2023. Typically, tax relief for the cost of share option grants is provided as a deduction in the accounting period when the shares are acquired (as per s.1013 CTA 2009). This creates a deferred tax asset due to the recognition of the cost of equity-settled transactions over the vesting period. Management believes that the profit projections indicate that the Group can sustain the deferred tax asset.

  
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the balance sheet.

  
2.17

Share capital

Ordinary shares are classified as equity. Where the total consideration received exceeds the nominal value of the allotted shares, the Group records the excess as share premium. From time to time, the Company's management may consider purchasing its own shares. 

  
2.18

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 balance sheet 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 Company 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.
 

Page 27

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.19

Provisions, contingent liabilities and contingent assets

The directors make estimates and assumptions that may impact the financial statements. These estimates include provisions and contingent liabilities. Actual results could be different from the initial assumptions and estimates. 
Provisions are recognised in the financial statements when it is probable that an outflow of economic benefits will be required to settle a present obligation for which the estimation of the amount of the obligation can be made reliably. 
A contingent liability is either a possible but uncertain obligation or a present obligation that is not recognised because either an outflow of economic benefits is not probable or the amount of the obligation cannot be reliably made.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognised. 

  
2.20

Finance costs

Finance costs are recognised in profit or loss in the year in which they are incurred.

  
2.21

Judgements and key sources of estimation uncertainty

The preparation of financial statements involves directors making estimates and assumptions that impact the reported values of assets, liabilities, and the disclosure of contingent assets and liabilities as of the financial statement date, as well as the reported revenue and expenses throughout the year. Actual results may differ from these estimates.
Items that require significant management estimates include the fair value of financial instruments, provisions related to ongoing litigation, and share-based payments. Management bases these estimates on historical experience, current market conditions, and other factors deemed reasonable under the circumstances, in accordance with the Group's accounting policies. Further details on these estimates are provided in the relevant accounting policies and disclosures. The Group collaborates with various experts, including legal and valuation consultants, to ensure that appropriate assumptions are applied.

Page 28

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Turnover

2023
2022
£
£

Sales
29,699,535
18,600,611


Analysis of turnover by country of destination:

2023
2022
£
£

Switzerland
16,537,101
3,541,371

United Kingdom
5,588,565
4,068,213

Germany
2,517,781
1,424,658

Isle of Man
1,189,567
1,938,313

Nigeria
848,485
768,995

Other
3,018,036
6,859,061

29,699,535
18,600,611


The Group acts as a riskless principal broker between the buyer and seller, with all contracts agreed upon and accepted by customers being booked back-to-back with a counterparty.
As of the reporting date, management reviewed open forward contracts and applied various scenarios to assess expected cash flows from early drawdowns. 
These cash flows include both client settlements and transactions with counterparties. After the analysis, management concluded that there were no indications for fair value adjustments to the open forward contracts.
Where sufficient and reliable client data was available, management modelled early drawdown scenarios to assess expected gains or losses. The model was based on the remaining contract duration and assumed fixed monthly drawdowns. The analysis indicated a total reduction of £1,822,316 to account for potential losses from early drawdowns (2022: Nil).


4.


Operating profit

The operating profit of £9,933,372 (2022: £2,665,969) is stated after charging:

2023
2022
£
£

Audit fees payable to the Group's auditor
102,000
85,000

Exchange differences
106,330
(55,237)

Other operating lease rentals
576,862
381,042

Depreciation and amortisation
168,427
116,545

Page 29

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Employment cost

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


Group
2023
No.
Group
2022
No.
Company
2023
No.
Company
2022
No.
Employees including directors

40

27

-
 
-
 


Employees


2023
2022

£
£

Wages and salaries 
 6,473,122
 5,701,806

Social security costs
 823,616
 785,439

Cost of contributions to pension schemes
 36,818
 30,499

Share-based payment
 465,015
 41,640

 
 

 7,798,571
 6,559,384


Directors 


2023
2022

£
£

Wages and salaries
 3,555,000
 3,224,397

Social security costs
 484,314
 487,314

Cost of contributions to pension schemes
 6,604
 7,265

Share-based payment
 368,964
 6,349

 
 

 4,414,882
 3,725,325

The highest paid director's total compensation was £830,000 in 2023 (2022 - £650,879). 



6.


Interest receivable and similar income

2023
2022
£
£


Bank interest receivable
827,446
125,739

Page 30

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
393,012
423,013


8.


Taxation

2023
2022
£
£

Corporation tax


Current tax on profits for the year
2,623,513
429,771

Deferred tax

Movement in temporary differences

(84,872)

28,482

Effects of changes in tax rate

(5,341)

29,302


(90,213)

57,784



Tax on profit

2,533,300

487,555


The corporation tax on profits for the year has been calculated after surrendering Company's losses to a qualifying associated UK subsidiary. In 2023, the Company surrendered £414,682 in group relief (2022: £315,490). There were no group relief claim for non-UK losses.

Page 31

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


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
£
£



Profit on ordinary activities before tax
10,367,806
2,368,695


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)

2,438,508

450,052

Effects of:



Overseas loss not obtaining tax relief

90,103

4,566

Client entertainment

9,813

2,975

Pension contributions adjustments

-

489

Effect of changes in tax rates

(5,124)

29,473

Total tax charge for the year

2,533,300

487,555


Factors that may affect future tax charges

In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted. The 23.5% rate used above reflects 9 months of this new rate and 3 months of the previous rate of 19%. The 25% rate is used to measure UK deferred taxes in 2023 (and in 2022 to the extent the related timing differences were expected to reverse after 1 April 2023).


9.


Deferred taxation


Deferred tax asset


2023
2022

£
£

At beginning of year
 10,410
 -

Charged to profit or loss
 109,372
 7,912

Corporation tax rate change 
 6,882
 2,498

 
 

At end of year
 126,664
 10,410

Page 32

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.

Deferred taxation (continued)

Deferred tax liability


2023
2022

£
£

At beginning of year
 (132,502)
 (64,308)

Charged to profit or loss
 (24,500)
 (36,394)

Corporation tax rate change 
 (1,541)
 (31,800)

 
 

At end of year
 (158,543)
 (132,502)


Deferred tax asset


2023
2022

£
£

Share-based payment
 126,664
 10,410

 
 

At 31 December
 126,664
 10,410





Deferred taxation 

Deferred tax liability


2023
2022

£
£

Accelerated capital allowances
 (158,543)
 (132,502)

 
 

At 31 December
 (158,543)
 (132,502)

The Group has no unused tax losses or credits
The net reversal of deferred tax liabilities expected in 2024 is £36,655. This is expected to rise as the depreciation and amortisation is anticipated to be higher than the available capital allowances. 
The Group does not expect reversal of deferred tax asset in 2024.

Page 33

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Tangible fixed assets



Group






Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost 


At 1 January 2023
118,592
23,974
104,940
247,506


Additions
150,000
85,476
60,784
296,260



At 31 December 2023

268,592
109,450
165,724
543,766



Accumulated depreciation


At 1 January 2023
-
9,642
43,856
53,498


Charge for the year
31,218
4,185
37,984
73,387



At 31 December 2023

31,218
13,827
81,840
126,885



Net book value



At 31 December 2023
237,374
95,623
83,884
416,881



At 31 December 2022
118,592
14,332
61,084
194,008

The Company has no tangible fixed assets during the year. There are registered charges against the Company's tangible fixed assets.

Page 34

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets



Group 





Computer software

£



Cost


At 1 January 2023
475,200


Additions - internal
61,807



At 31 December 2023

537,007



Amortisation


At 1 January 2023
139,200


Charge for the year on owned assets
95,040



At 31 December 2023

234,240



Net book value



At 31 December 2023
302,767



At 31 December 2022
336,000

Amortisation charge for 2022 was £86,400. There was no indication for intangible assets impairment in the current financial period. The Company has no intangible fixed assets during the year. There are registered charges against the Company's intangible fixed assets.



Page 35

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Investments

Investments in subsidiary companies.


Company
2023
Company 2022 (as restated)
£
£

Cost


At 1 January
3,744,959
1,518,613

Additions during the year
465,015
2,226,346

At 31 December
4,209,974
3,744,959

Additional information related to prior period adjustments is disclosed in note 21.

Page 36

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


The following were subsidiary undertakings of the Company:
ole399f.png
All the above subsidiaries are included in the consolidation. The Company’s investment in Ballinger Markets Limited is indirect ownership.
Management estimated the market value of the investments at historical cost less impairment. 
Management evaluates direct and indirect investments in subsidiaries for signs of impairment, focusing on each subsidiary’s ability to generate economic benefits as an independent cash-generating unit. As of the balance sheet date, the only cash-generating unit is Ballinger & Co. Ltd. Ballinger EU Limited and Ballinger Markets Limited became operational in 2024. After reviewing financial forecasts and considering both macroeconomic and microeconomic factors, management concluded that there are no indicators of impairment.

Page 37

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.

Subsidiary undertaking

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking was as follows:


Aggregate of share capital and reserves 2023
Profit / (Loss)
2023
Aggregate of share capital and reserves 2022
Profit / (Loss)
2022

£
£
£
£

Ballinger & Co. Ltd (2022 comparatives are restated)
 15,383,473
 8,632,939
 6,285,519
 2,221,559

Ballinger Markets Limited
 691,542
 (131,753)
 622,975
 -

Ballinger EU Limited
 422,290
 (277,680)
 290,722
 -

Ballinger Group Holdings (Jersey) Limited
 (103,044)
 (20,013)
 (89,689)
 (31,808)

Ballinger Payments B.V. (Netherland)
 (5,744)
 (3,645)
 (2,226)
 (1,923)

Ballinger & Co Risk Management Limited
 1
 -
 1
 -






At the time the 2022 Annual Report and Financial Statements for the year ended 31 December 2022 of the Company were approved by the directors, the comparative aggregate figures for share capital and reserves, as well as profit/(loss), for Ballinger Group Holdings (Jersey) Limited and Ballinger Payments B.V. (Netherlands) were still in draft form.
The finalised aggregate figures for 2022 are as follows:
- Share capital and reserves: (£83,031) for Ballinger Group Holdings (Jersey) Limited and (£2,100) for Ballinger Payments B.V. (Netherlands).
- Profit/(loss): (£21,933) for Ballinger Group Holdings (Jersey) Limited and (£2,101) for Ballinger Payments B.V. (Netherlands).



14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022 (as restated)
£
£
£
£


Due within one year

Amounts owed by group undertakings (restated)
-
-
756,259
3,019,058

Other debtors
29,161,074
12,245,995
3
3

Shareholder loan
300,000
-
300,000
-

Tax (s455) receivable on shareholders loan
101,250
-
101,250
-

Prepayments and accrued income
114,487
51,068
4,642
-

29,676,811
12,297,063
1,162,154
3,019,061


Page 38

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.Debtors (continued)

Amounts owed by parent company undertakings are unsecured, interest-free, have no fixed date of repayment and are repayable on demand. Included in other debtors are total collateral balances of £29,063,882 (2022: £12,139,739) held with counterparties. In 2022 the Company provided interest free loan of EUR 725,000 to Ballinger Group Holdings (Jersey) Limited for the investment in Ballinger Market Limited.
In 2023, the Company repurchased its own shares from a shareholder for a total consideration of £300,000. After reviewing the transaction and obtaining legal advice, the Directors concluded that the Company did not have sufficient distributable reserves at the time of the buyback, rendering the repurchase void. As a result, the transaction is reclassified and recognised as a loan equal to the amount of cash paid to the shareholder, on the basis that the loan is treated as repayable on demand. 
A tax charge of 33.75% (£101,250) has been applied to the full loan amount in accordance with CTA10/S455. This tax will be claimed once the loan is permanently repaid or if the buyback is completed again. In such cases, the amounts owed by the Company will be netted against the amounts owed by the shareholder. Additional details are provided in the Share Capital and Subsequent Events notes.
Additional details are provided in the share capital note 19 and subsequent events note 27. Additional information related to prior period adjustments in the is disclosed in note 21.


15.


Cash and cash equivalents

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

Cash at bank and in hand
9,316,255
4,563,690
80
-



16.


Creditors: amounts falling due within one year

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


Trade creditors
6,700,958
2,712,008
6,000
-

Corporation tax
2,670,842
323,263
-
-

Tax (s455) payable on shareholders loan
101,250
-
101,250
-

Other taxation and social security
2,236,613
1,032,674
-
-

Pension contributions
7,813
6,781
-
-

Amounts owed to group undertakings
-
-
1,861,561
-

Other creditors
1,517,350
5,030,321
1,514,799
5,025,095

Accruals
9,775,240
1,512,945
-
-

23,010,066
10,617,992
3,483,610
5,025,095

Page 39

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Creditors: amounts falling due within one year (continued)

Amounts owed by the Company are unsecured, interest-free, have no fixed date of repayment and are repayable on demand.
Trade creditors include business payable balances and client sell currency receivables, netted against client buy currency payables as of the reporting date. Client receivable and payable balances are offset on the basis that the asset is realised and the liability is settled simultaneously.
Amounts owed by the Company are unsecured, interest-free, have no fixed repayment date, and are repayable on demand.


17.

Other provisions

The Group had the following provisions during the year:

Group
2023
Group
2022
Company 2023
Company 2022
        £
        £
        £
        £
At 1 January

2,228,862

-

-
 
-
 
Additions

-

2,228,862

-
 
-
 
At 31 December

2,228,862

2,228,862

-
 
-
 

As of 31 December 2022, two provisions have been recognised and reflect management’s best estimate based on all available information at the time they were made.
One provision of £1,931,481 relates to ongoing litigation with a client. The litigation is still active. Management believes this provision should remain unchanged as of 31 December 2023.
The second provision of £ 297,381 pertains to a contractual dispute with a client. Mediation efforts ceased in 2023 when the client formally ended the process. Management believes the client terminated mediation to allow the litigation to proceed. Management believes this provision should remain unchanged as of 31 December 2023.

Page 40

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument.
A financial instrument is an agreement that creates a financial asset for one entity and a financial liability or equity interest for another. These instruments are recorded when the Group enters into the contractual terms associated with them. Their importance stems from their influence on a company’s financial condition, operational outcomes, and risk exposure. Key financial instruments for the Company typically include cash, bank deposits with trading bank counterparties, client margin accounts, trade receivables and payables, accruals, provisions, and derivatives instruments. 
Carrying values of financial instruments
The following table sets out the carrying values of the main financial assets and financial liabilities.   





Financial assets held at amortised cost


Group
 2023
Group
 2022 
Company
2023
Company
2022

£
£
£
£

Deposits with trading bank counterparties
 29,063,882
 12,139,739
 -
 -

Cash
 9,316,254
 4,563,689
 80
 -

 
 
 
 

 38,380,136
 16,703,428
 80
 -

Deposits held with trading bank counterparties are included in the Balance Sheet under 'Debtors: amounts receivable within one year'. Further details are provided in note 14.







Financial liabilities held at amortised cost

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

9,775,519

1,512,945

-
 
-
 
Other provisions

2,228,862

2,228,862

-
 
-
 

12,004,381

3,741,807

-
 
-
 

Page 41

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Financial instruments (continued)

Accruals are included on the Balance Sheet under 'Creditors: amounts falling due within one year'. Further details are provided in note 16.
Other provisions are shown on the Balance Sheet under non-current liabilities. Further details are available in note 17.
Management believes that the carrying amounts of the above financial instruments closely approximate their fair values, primarily due to their short-term maturity.
Offsetting financial instruments
The Group offsets financial assets and liabilities, reporting the net amount on the balance sheet when an enforceable right to offset exist, and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
The financial assets and liabilities subject to offsetting include client sell currency receivables and client buy currency payables as of the reporting date. These balances are offset based on the principle that the asset is realised and the liability is settled simultaneously. The net amounts are presented on the balance sheet under "Creditors: amounts falling due within one year."

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


Netted financial assets and financial liabilities
(6,228,228)
(2,711,008)
-
-

Fair value measurement 
The fair value reflects the net amount the Group would settle if the foreign currency exchange contracts were terminated on the reporting date. 
The valuation is derived from publicly available quoted prices for open foreign exchange contracts. The Company obtains these quotes either directly through its platform or from open sources like Bloomberg. The fair value charges are recognised by the Company on the reporting date.
The foreign exchange forward and SWOP contracts fall into Level 2 of the fair value hierarchy: ‘Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. The following table sets out derivative financial instruments net change in relation to foreign exchange open contracts:

Page 42

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.

Financial instruments (continued)

2023
Group
2022 
Company 2023
Company 2022
        £
        £
        £
        £
Derivative financial asset

2,512,590

1,054,425

-
 
-
 
Derivative financial liability

(4,057,307)

(978,571)

-
 
-
 
Fair value net change charged to profit or loss

(1,544,717)

75,854

-
 
-
 

The fair value net change charged to profit or loss is presented in the Profit and Loss account under administrative expenses. As of the reporting date, management reviewed open forward contracts and, where sufficient and reliable client data was available, modelled early drawdown scenarios to assess expected gains or losses. The model was based on the remaining contract duration, assuming fixed monthly drawdowns while keeping interest rates and foreign exchange spot rates unchanged. This analysis resulted in a total reduction of £1,822,316 to account for potential losses from early drawdowns (2022: Nil).
Financial risk management
Credit risk analysis
Credit risk refers to the potential loss that may occur if a client fails to meet their contractual obligations on the settlement date. The Group expects its clients to meet these obligations and has implemented strong client onboarding and credit risk management processes. These measures include setting credit facility limits, requiring cash collateral, and terminating relationships with high-risk clients. The Group has a negligible history of client defaults.
The credit risk associated with liquidity providers is considered very low, as they are well-established financial institutions with extensive access to global financial markets.
Liquidity risk analysis
Liquidity risk is the risk that the Group may not have sufficient funds to meet its obligations in a timely manner. The Group manages this risk by regularly reviewing its working cap0tal requirements and forecasts. The risk team provides management with weekly cash position reports, allowing for ongoing review and analysis of liquidity risks.
Market risk analysis
Market risk refers to the Group’s exposure to fluctuations in market prices. The Group's market risk management includes credit facility agreements tailored to each client, along with initial and variation margin limits. As of the reporting date, the Group held total margins of £31,572,397 (2022: £11,837,305) against clients' open positions. These margins are primarily held in GBP, EUR, CHF, and USD. Other debtors include cash collateral of £29,063,882 (2022: £12,139,739), representing deposits with trading bank counterparties for open positions held with those banks. The cash collaterals with the trading bank counterparties are held in GBP and CHF. 

Page 43

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Financial instruments (continued)

On the reporting date, management modelled various scenarios and assessed the net cash flows required if open trades were terminated on different dates. The model assumed trades were settled at the Bank of England’s spot rates, with no changes to interest rates.
The model indicates that, in highly unlikely scenarios, the Group may incur minimal market losses. Where sufficient and reliable client data was available, management modelled early drawdown scenarios to assess expected gains or losses. The model was based on the remaining contract duration and assumed fixed monthly drawdowns. The analysis indicated a total reduction of £1,822,316 to account for potential losses from early drawdowns (2022: Nil).
Capital management
The Group manages its capital to ensure its ability to operate as a going concern while maximising returns. Additionally, it must manage its capital to comply with regulatory capital adequacy requirements. The capital structure comprises fully paid share capital, the share premium account, the share-based payment reserve, and retained earnings. The board periodically reviews and monitors the capital in alignment with management reporting processes.


19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



24,092 (2022 - 24,092) B ordinary shares of £0.0001 each
2.41
2.41
4,040 (2022 - 4,040) Deferred shares of £0.0001 each
0.40
0.40
2,338 (2022 - 2,338) A2 ordinary shares of £0.0001 each
0.23
0.23
8,666 (2022 - 8,666) A1 ordinary shares of £0.0001 each
0.87
0.87
14,678 (2022 - 14,678) A3 ordinary shares of £0.0001 each
1.47
1.47
10,842 (2022 - 10,592) C ordinary shares of £0.0001 each
1.08
1.06

6.46

6.44


During the year the Company issued 250 C ordinary shares of nominal value of £0.0001 each for a total consideration of £100,000.
In 2023, the Company made an attempt to repurchase its own shares from a shareholder for a total consideration of £300,000. After reviewing the transaction and obtaining legal advice, the Directors concluded that the Company did not have sufficient distributable reserves at the time of the buyback, rendering the repurchase void.
The transaction was reclassified and recognised as a loan equal to the amount of cash paid to the shareholder, on the basis that the loan is treated as repayable on demand. The Company updated the registrar and removed incorrect shares cancelation before attempting a new buyback.  
Following professional guidance and advice obtained in January 2025, Ballinger & Co. Ltd declared dividends to the Company sufficient to replenish accumulated losses and create adequate distributable reserves for the buyback. The new buyback was successfully completed in 2025 for the original consideration of £300,000.



Page 44

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Reserves

Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.


Group
2023
Group
2022
Company
2023
Company
2022
        £
        £
        £
        £
At 1 January

2,261,836

2,261,836

2,261,836
 
2,261,836
 
New share issue

100,000

-

100,000
 
-
 
At 31 December

2,361,836

2,261,836

2,361,836
 
2,261,836
 


Retained earnings/(accumulated losses)

The retained earnings account includes all current and prior period retained profit and losses.


Group
2023
Group
2022
Company
2023
Company
2022
        £
        £
        £
        £
At 1 January

2,194,187

313,047

(564,557)
 
(248,315)
 
Profit/(loss) for the financial year

7,834,506

1,881,140

(415,342)
 
(316,242)
 
At 31 December

10,028,693

2,194,187

(979,899)
 
(564,557)
 

Page 45

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Reserves (continued)

Share options reserve
The Share options reserve represents the cumulative amounts charged to the profit and loss in respect of the share based payment arrangements detailed below. The cost of share-based payment is fully allocated to Ballinger & Co. Ltd on the bases that all eligible option holders are employees of Ballinger & Co. Ltd. 
The Company recognised full cost of share based payments as an investment in Ballinger & Co. Ltd. 
Two rounds of option grants were made, in 2021 and 2023 respectively, with the valuation and fixed exercise price per share agreed with HMRC for each round. The options are granted to eligible employees according to government-defined participation rules and company eligibility criteria. Management has established the conditions under which the options can be exercised. Further details regarding share-based payments are provided in Note 20.

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Page 46

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


20.


Reserves (continued)

Group
2023
Group
2022
Company  2023
Company  2022
(as restated)
Company  2021
(as restated)
        £
        £
        £
        £
        £

At 1 January (restated)

41,640

18,613

41,640
 
18,613
 
-

Equity settled share based payment charge

465,015

23,027

-
 
-
 
-

Capital contribution in subsidiary (restated)

-

-

465,015
 
23,027
 
18,613

At 31 December

506,655

41,640

506,655
 
41,640
 
18,613


Additional information related to prior period adjustments is disclosed in note 21.



Basis of Valuation
The valuation is based on assessing the fair market value of the options on the grant dates. Market value is defined as the price an asset ‘might reasonably be expected to fetch on a sale in the open market,’ as per s272(1) of the Taxation of Chargeable Gains Act 1992.
There are several valuation methodologies which may be used to value businesses including the price earnings method, the net asset method, the investment method, the discounted cashflow valuation, the dividend yield method and relative valuations.
The management has adopted EBITDA (earnings before interest, tax, depreciation and amortisation) relative valuation method in valuing the Company. Relative valuation methods derive valuations by comparing financial characteristics of businesses. Turnover valuations are generally used to value businesses that have a steady level of turnover.
Vesting requirements
The options can be vested only on or following a listing, an asset sale or share sale in accordance with the term of the share option contracts. If the option holder ceased to hold employment, the directors shall have a discretion to permit option to be exercised to any extent or remain in force to such an extent and subject to such conditions of exercise as they shall determine.
 

Page 47

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Reserves (continued)

Maximum term of options granted
This option shall immediately lapse and cease to be exercisable on the expiry of ten years after the date of grant.
Method of settlement
The options are settled in the equity of Ballinger Group Holdings (UK) Ltd, the holding company of Ballinger & Co. Ltd.
Basis of the cost allocation
The cost of share-based payment is fully allocated to Ballinger & Co. Ltd on the bases that all eligible option holders are employees of Ballinger & Co. Ltd.


21.


Prior period adjustment, reclassifications and error corrections in Company

Investments
A prior period adjustment has been recognised for the capital contribution in a subsidiary in relation to equity settled share based arrangements for employees of a subsidiary. The total cumulative impact of this adjustment results in an increase of £41,640 in the investment related to the group equity settled scheme, along with a corresponding increase in the Share options reserve. Of the total adjustment, £18,613 pertains to the financial year ended 31 December 2021, while £23,027 relates to the financial year ended 31 December 2022.
Other debtors 
Other debtors have been adjusted to reflect a £13,206 foreign exchange currency translation correction related to intercompany EUR balances and investment in a subsidiary. This correction had no impact on net assets.





Company adjustment 2022
Company as restated 2022
Company adjustment 2021
Company as restated 2021
        £
        £
        £
        £
Share option reserves

(23,027)

(23,027)

(18,613)
 
(18,613)
 
Investments

23,027

23,027

18,613
 
18,613
 
Other debtors

13,206

13,206

-
 
-
 
Investments

(13,206)

(13,206)

-
 
-
 


22.


Pension commitments

Ballinger & Co. Ltd operates a defined contribution 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 Ballinger & Co. Ltd to the fund and amounted to £36,818 (2022 - £30,499). Contributions totalling £7,813 (2022 - £6,781) were payable to the fund at the balance sheet date and are included in creditors.

Page 48

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Commitments under operating leases

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


Group
Group
2023
2022
£
£

No later than 1 year
385,000
420,000

Later than 1 year and not later than 5 years
-
385,000

385,000
805,000

24.


Related party transactions

Related party transactions for the Company
Ballinger Group Holdings (UK) Ltd has a loan facility agreement with a director. The drawn down balance as at 31 December 2023 is £1,500,000 (2022: £1,500,000). Interest payable on the loan was £218,719 (2022: £157,870). 
From March 2021, the Company has a credit facility provided by a close relative of a director. £5,000,000 is available for the Company to draw down. At the year end £nil (2022: £3,500,000) was outstanding. Interest payable on the facility was £174,293 (2022: £157,459). 
The Loan facility contains fixed and floating charges. Credit facility contains fixed and floating charges. Floating charges cover all the property of the Company. The debentures are published on the Companies House website. 
In 2023, the Company sought to repurchase its own shares from a shareholder for a total consideration of £300,000. However, after reviewing the transaction and obtaining legal advice, the Directors determined that the Company lacked sufficient distributable reserves at the time of the buyback, rendering the repurchase invalid. As a result, the transaction was reclassified as a loan equivalent to the amount paid to the shareholder. The loan is interest free and deemed repayable on demand. 
Related party transactions for the Group
The monthly interest on both loan facilities with a director and a close relative is paid by a subsidiary of the Company and recorded as an intercompany loan. As of the year end, the outstanding interest was nil (2022: £nil). Both facilities are provided to the Company’s subsidiary as an intercompany loan at no cost.
Key management personnel compensation
The key management personnel of the Group are considered to be the directors and heads of departments. Directors' total remuneration is disclosed in note 5.


25.


Controlling party

There is no ultimate controlling party.

Page 49

 

BALLINGER GROUP HOLDINGS (UK) LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Contingent asset

The Group was engaged in ongoing litigation with a former client as at 31 December 2023. Subsequent to year end, the parties reached a settlement agreement, and funds were received from the former client on 24 December 2024. The settlement will be reflected in the 2024 financial statements.


27.


Subsequent events

Subsequent events concerning the Group
Ongoing litigation
In 2024, Ballinger & Co. Ltd signed a settlement agreement for an ongoing litigation, with the settlement proceeds received on 24 December 2024. No contingent asset was recognised during the reporting period.
Dividend declaration
Following professional guidance, Ballinger & Co. Ltd declared £1,700,000 dividends in January 2025 sufficient to offset the Company’s accumulated losses and establish adequate distributable reserves for the repurchase of its own shares.
Subsequent events concerning the parent Company
Repurchase of own shares
In 2023, the Company attempted to repurchase its own shares from a shareholder for £300,000. A further repurchase from a Company director for a consideration of £0.0001 was attempted in 2024. After reviewing these transactions and obtaining legal advice, the Directors determined that the Company did not have sufficient distributable reserves at the time of the buybacks, rendering both repurchases void. The buybacks were successfully completed in January 2025 for the original considerations of £300,000 and £0.0001, respectively.
No other significant events occurred after the balance sheet date and before the issuance of the financial statements that would have a material impact on the financial results of the Group or the Company.

Page 50