Caseware UK (AP4) 2024.0.164 2024.0.164 2023-12-312023-12-312023-01-017370truetruetruefalseThe principal activity of the company for the period was providing sales support to its parent undertaking.falsefalsefalse 06237847 2023-01-01 2023-12-31 06237847 2022-01-01 2022-12-31 06237847 2023-12-31 06237847 2022-12-31 06237847 2022-01-01 06237847 1 2023-01-01 2023-12-31 06237847 1 2022-01-01 2022-12-31 06237847 1 2023-01-01 2023-12-31 06237847 e:CompanySecretary1 2023-01-01 2023-12-31 06237847 e:Director1 2023-01-01 2023-12-31 06237847 e:Director1 2023-12-31 06237847 e:Director3 2023-01-01 2023-12-31 06237847 e:Director3 2023-12-31 06237847 e:Director4 2023-01-01 2023-12-31 06237847 e:Director4 2023-12-31 06237847 e:Director5 2023-01-01 2023-12-31 06237847 e:Director5 2023-12-31 06237847 e:Director6 2023-01-01 2023-12-31 06237847 e:Director7 2023-01-01 2023-12-31 06237847 e:Director8 2023-01-01 2023-12-31 06237847 e:RegisteredOffice 2023-01-01 2023-12-31 06237847 d:Buildings d:LongLeaseholdAssets 2023-01-01 2023-12-31 06237847 d:Buildings d:LongLeaseholdAssets 2023-12-31 06237847 d:Buildings d:LongLeaseholdAssets 2022-12-31 06237847 d:FurnitureFittings 2023-01-01 2023-12-31 06237847 d:FurnitureFittings 2023-12-31 06237847 d:FurnitureFittings 2022-12-31 06237847 d:FurnitureFittings d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 06237847 d:ComputerEquipment 2023-01-01 2023-12-31 06237847 d:ComputerEquipment 2023-12-31 06237847 d:ComputerEquipment 2022-12-31 06237847 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 06237847 d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 06237847 d:CurrentFinancialInstruments 2023-12-31 06237847 d:CurrentFinancialInstruments 2022-12-31 06237847 d:Non-currentFinancialInstruments 2023-12-31 06237847 d:Non-currentFinancialInstruments 2022-12-31 06237847 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 06237847 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 06237847 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 06237847 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 06237847 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 06237847 d:ReportableOperatingSegment1 2022-01-01 2022-12-31 06237847 d:UKTax 2023-01-01 2023-12-31 06237847 d:UKTax 2022-01-01 2022-12-31 06237847 d:ForeignTax 2023-01-01 2023-12-31 06237847 d:ForeignTax 2022-01-01 2022-12-31 06237847 d:ShareCapital 2023-01-01 2023-12-31 06237847 d:ShareCapital 2023-12-31 06237847 d:ShareCapital 2022-01-01 2022-12-31 06237847 d:ShareCapital 2022-12-31 06237847 d:ShareCapital 2022-01-01 06237847 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 06237847 d:RetainedEarningsAccumulatedLosses 2023-12-31 06237847 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 06237847 d:RetainedEarningsAccumulatedLosses 2022-12-31 06237847 d:RetainedEarningsAccumulatedLosses 2022-01-01 06237847 e:OrdinaryShareClass1 2023-01-01 2023-12-31 06237847 e:OrdinaryShareClass1 2023-12-31 06237847 e:OrdinaryShareClass1 2022-12-31 06237847 e:FRS102 2023-01-01 2023-12-31 06237847 e:Audited 2023-01-01 2023-12-31 06237847 e:FullAccounts 2023-01-01 2023-12-31 06237847 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 06237847 d:Subsidiary1 2023-01-01 2023-12-31 06237847 d:Subsidiary1 1 2023-01-01 2023-12-31 06237847 d:WithinOneYear 2023-12-31 06237847 d:WithinOneYear 2022-12-31 06237847 d:BetweenOneFiveYears 2023-12-31 06237847 d:BetweenOneFiveYears 2022-12-31 06237847 d:PlantEquipmentOtherAssetsUnderOperatingLeases 2023-12-31 06237847 d:PlantEquipmentOtherAssetsUnderOperatingLeases 2022-12-31 06237847 d:PlantEquipmentOtherAssetsUnderOperatingLeases d:WithinOneYear 2023-12-31 06237847 d:PlantEquipmentOtherAssetsUnderOperatingLeases d:WithinOneYear 2022-12-31 06237847 d:PlantEquipmentOtherAssetsUnderOperatingLeases d:BetweenOneFiveYears 2023-12-31 06237847 d:PlantEquipmentOtherAssetsUnderOperatingLeases d:BetweenOneFiveYears 2022-12-31 06237847 3 2023-01-01 2023-12-31 06237847 6 2023-01-01 2023-12-31 06237847 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 06237847 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 06237847 d:TaxLossesCarry-forwardsDeferredTax 2023-12-31 06237847 d:TaxLossesCarry-forwardsDeferredTax 2022-12-31 06237847 d:OtherDeferredTax 2023-12-31 06237847 d:OtherDeferredTax 2022-12-31 06237847 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 06237847









BRIGHTCOVE UK LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
BRIGHTCOVE UK LTD
 
 
COMPANY INFORMATION


Directors
L Ferrari 
M Maharaj 
S E Odrezin 




Company secretary
Taylor Wessing Secretaries Limited



Registered number
06237847



Registered office
5 New Street Square

London

EC4A 3TW




Independent auditor
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

RG6 1RB





 
BRIGHTCOVE UK LTD
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 8
Profit and Loss Account
9
Balance Sheet
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 27


 
BRIGHTCOVE UK LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report with the report of the directors and financial statements of the Company for the year ended 31 December 2023.

Business review
 
Brightcove Inc., (Parent Company), is a global leader in cloud-based streaming technology and services with a vision to be the world's most trusted streaming technology company. Brightcove’s software platform and suite of solutions include a breadth and depth of offerings that meet the needs of media and enterprise customers in a variety of industries across the globe with their use of streaming video, and serve as a guide in optimising and maturing their streaming strategies. Leading companies across industries rely on our products, solutions, services, and industry expertise to grow their streaming businesses, monetize their content via streaming use-cases, expand and engage their audiences (both external and internal), and reduce the cost and complexity associated with storing, publishing, delivering, distributing, measuring, and monetizing content across streaming channels and devices.  With deep industry expertise and an understanding of how streaming video helps generate positive business outcomes, our proven platform combines functionality designed to meet the needs and goals of our customers with the additional flexibility for customers to customise solutions to meet their own unique requirements.
The principal activity of the Company in the year under review was that of sales and customer success support and research & development.

Principal risks and uncertainties
 
The Company's operations expose it to a variety of financial risks that include, liquidity risk, currency risk and credit risk. The key business risks are set out below:
Liquidity Risk
The Company monitors and retains sufficient cash levels to ensure it has funds available for its operations. All cash investments are reviewed and approved by the group treasurer to ensure liquidity is maintained.
Interest Rate Risk
The Company has cash balances which earn interest at a variable rate. The directors consider the interest rate risk to be minimal due to low interest rates in the UK.
Currency Risk
The Company has transaction currency exposures which arise from purchases in currencies other than its functional currency. Management monitor foreign currency balances and ensure the balances are cleared down regularly to minimise the risk over time.

Financial key performance indicators
 
The directors oversee the operations of the group at the Company's parent level, of which the Company is included. The directors of the Company do not believe the use of financial KPI's are appropriate for assessing the performance or position of the Company. 

Page 1

 
BRIGHTCOVE UK LTD
 

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


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



................................................
M Maharaj
Director

Date: 24 March 2025

Page 2

 
BRIGHTCOVE UK LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the 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 of the profit or loss of the Company for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £208,462 (2022 - £303,314).

The directors have not recommended the payment of dividends (2022 - £nil).

Directors

The directors who served during the year and to the date of this report were:

C Keenan (resigned 28 February 2025)
D E Plotkin (resigned 28 February 2025)
J B Wagner (appointed 10 April 2024, resigned 28 February 2025)
R J Noreck (resigned 10 April 2024)
L Ferrari (appointed 28 February 2025)
M Maharaj (appointed 28 February 2025)
S E Odrezin (appointed 28 February 2025)

Future developments

In February 2025, Brightcove Inc., the group of the Company, and all related subsidiaries were acquired by Bending Spoons, an Italian technology firm who specialises in digital technology. The acquisition is not expected to have an impact on the Brightcove UK business. There are no other significant future developments to note.

Page 3

 
BRIGHTCOVE UK LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Branches outside the United Kingdom

The Company has branches in France and Malaysia.

Matters covered in the Strategic Report

As permitted by Section414c(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 Regulations 2008', in the Strategic report and have done so in respect of risks and uncertainties.

Disclosure of information to auditor

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

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

Post balance sheet events

On 4 February 2025 the parent company, Brightcove Inc., was acquired by Bending Spoons S.P.A., a company headquartered in Italy.

Auditor

The auditor, Nortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
M Maharaj
Director

Date: 24 March 2025

Page 4

 
BRIGHTCOVE UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRIGHTCOVE UK LTD
 

Opinion


We have audited the financial statements of Brightcove UK Ltd (the 'Company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 5

 
BRIGHTCOVE UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRIGHTCOVE UK LTD (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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 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 the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

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


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


Page 6

 
BRIGHTCOVE UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRIGHTCOVE UK LTD (CONTINUED)


Auditor's 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 these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows:  

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
 
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussion with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. 
 
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation. 


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 Auditor's Report.


Page 7

 
BRIGHTCOVE UK LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BRIGHTCOVE UK LTD (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.





Karen Cairns (Senior Statutory Auditor)
for and on behalf of
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor
Second Floor
NOW Building
Thames Valley Park
Reading
RG6 1RB

24 March 2025
Page 8

 
BRIGHTCOVE UK LTD
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
11,025,974
10,061,011

Administrative expenses
  
(11,433,845)
(10,391,675)

Other operating income
 5 
931,014
806,136

Operating profit
 6 
523,143
475,472

Interest payable and similar expenses
 9 
(12,579)
-

Profit before tax
  
510,564
475,472

Tax on profit
 10 
(302,102)
(172,158)

Profit for the financial year
  
208,462
303,314

There are no items of other comprehensive income for 2023 or 2022 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
BRIGHTCOVE UK LTD
REGISTERED NUMBER: 06237847

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
37,386
32,160

Investments
 12 
10,091
10,091

  
47,477
42,251

Current assets
  

Debtors: amounts falling due after more than one year
 13 
-
77,007

Debtors: amounts falling due within one year
 13 
4,265,498
4,730,992

Cash at bank and in hand
 14 
996,164
704,830

  
5,261,662
5,512,829

Creditors: amounts falling due within one year
 15 
(1,729,902)
(1,746,594)

Net current assets
  
 
 
3,531,760
 
 
3,766,235

Total assets less current liabilities
  
3,579,237
3,808,486

Creditors: amounts falling due after more than one year
 16 
-
(437,711)

Net assets
  
3,579,237
3,370,775


Capital and reserves
  

Called up share capital 
 18 
1,000
1,000

Profit and loss account
 19 
3,578,237
3,369,775

  
3,579,237
3,370,775


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



................................................
M Maharaj
Director
Date: 24 March 2025

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
BRIGHTCOVE UK LTD
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1,000
3,066,461
3,067,461


Comprehensive income for the year

Profit for the year
-
303,314
303,314
Total comprehensive income for the year
-
303,314
303,314



At 1 January 2023
1,000
3,369,775
3,370,775


Comprehensive income for the year

Profit for the year
-
208,462
208,462
Total comprehensive income for the year
-
208,462
208,462


At 31 December 2023
1,000
3,578,237
3,579,237


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Brightcove UK Ltd (the Company) is a company incorporated in the United Kingdom under the Companies Act.
The Company is a private company limited by shares and is registered in England and Wales. The Company's registered office is 5 New Street, London, EC4A 3TW.
The principal activity of the Company in the year under review was that of sales and customer success support and research & development.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Brightcove Inc. as at 31 December 2023 and these financial statements may be obtained from https://investor.brightcove .com/.

 
2.3

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

Page 12

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The Company meets the majority of its day-to-day working capital requirements though support from its ultimate parent company. Brightcove Inc., a company incorporated in the United States of America. Brightcove Inc. has confirmed to the Directors that it will continue to support the company for the foreseeable future.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest £.

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.

  
2.6

Turnover

Turnover comprises revenue recognised by the company in respect of amounts charged to the parent company under a sales and marketing agreement. Turnover is recognised when costs are incurred. Turnover is attributable to this one principal activity of the company.  

 
2.7

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.8

Operating leases: the Company as lessee

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

Page 13

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.10

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.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.11

National Insurance on share options

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

Page 14

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

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.

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.


 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
straight line over 5 years
Fixtures and fittings
-
straight line over 5 years
Computer equipment
-
straight line over 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

Page 15

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 16

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. There are no estimates and assumptions that are deemed to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.

Page 17

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Intercompany revenue
11,025,974
10,061,011


All turnover arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Net rents receivable
931,014
806,136



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
1,912
3,623

Other operating lease rentals
1,399,877
965,957

Share-based payment
597,528
709,244


7.


Auditor's remuneration

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


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
11,000
10,200

Page 18

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
7,895,421
7,207,150

Social security costs
1,083,791
1,028,229

Cost of defined contribution scheme
207,229
150,246

9,186,441
8,385,625


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


        2023
        2022
            No.
            No.







Sales
30
29



Professional services and support
25
27



Marketing
4
3



Research and development
11
9



General and administration
3
2

73
70

All director remuneration has been borne by Brightcove, Inc. the group company. The director’s services to the Company do not occupy a significant amount of their time, and as such, they do not consider that they have received remuneration for their incidental services to the Company for the year ended 31 December 2023 or 31 December 2022. 


9.


Interest payable and similar expenses

2023
2022
£
£


Other interest payable
12,579
-

Page 19

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
234,238
175,970

Adjustments in respect of previous periods
24,425
(27,047)


258,663
148,923

Foreign tax


Foreign tax on income for the year
12,983
5,765

Total current tax
271,646
154,688

Deferred tax


Origination and reversal of timing differences
30,456
17,470

Total deferred tax
30,456
17,470


Tax on profit
302,102
172,158

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 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
510,564
475,472


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
120,085
90,340

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
141,470
144,816

Adjustments to tax charge in respect of prior periods
24,425
(27,047)

Tax deduction arising from exercise of employee options
(73,529)
(61,705)

Other differences leading to an increase (decrease) in the tax charge
89,651
25,754

Total tax charge for the year
302,102
172,158

Page 20

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Tax rate changes

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2023, the current weighted averaged tax rate was 23.52%.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.


11.


Tangible fixed assets





Leasehold improve-
ments
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
47,574
86,953
329,893
464,420


Additions
-
-
33,762
33,762



At 31 December 2023

47,574
86,953
363,655
498,182



Depreciation


At 1 January 2023
47,574
86,953
297,733
432,260


Charge for the year on owned assets
-
-
28,536
28,536



At 31 December 2023

47,574
86,953
326,269
460,796



Net book value



At 31 December 2023
-
-
37,386
37,386



At 31 December 2022
-
-
32,160
32,160

Page 21

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
10,091



At 31 December 2023
10,091





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Brightcove FZ-LLC
Dubai, United Arab Emirates
Sales Support
Ordinary
100%

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:

Name
Aggregate of share capital and reserves

Brightcove FZ-LLC
(186,959)

Brightcove FZ-LLC has not traded during the year and thus made neither a profit or loss.

Page 22

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
-
77,007


2023
2022
£
£

Due within one year

Trade debtors
349,812
276,591

Amounts owed by group undertakings
3,413,680
3,960,156

Other debtors
57,145
45,241

Prepayments and accrued income
398,511
372,198

Deferred taxation
46,350
76,806

4,265,498
4,730,992


Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


14.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
996,164
704,830


Included in cash and cash equivalents is £437,711 held under a rent deposit deed in respect of the sub-lease as detailed in note 22. This balance is secured in favour of the Company by way of a fixed charge given by the tenant. 

Page 23

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
26,559
4,522

Corporation tax
286,374
115,805

Other taxation and social security
106,638
104,252

Other creditors
437,711
-

Accruals and deferred income
872,620
1,522,015

1,729,902
1,746,594


The amount of £437,711 (2022: £nil) included in other creditors relates to the rent deposit deed in respect of the sub-lease as detailed in note 22. This balance is secured in favour of the Company by way of a fixed charge given by the tenant.


16.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other creditors
-
437,711


The amount of £nil (2022: £437,711) included in other creditors relates to the rent deposit deed in respect of the sub-lease as detailed in note 22. This balance is secured in favour of the Company by way of a fixed charge given by the tenant. 


17.


Deferred taxation




2023


£






At beginning of year
76,806


Charged to profit or loss
(30,456)



At end of year
46,350

Page 24

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
17.Deferred taxation (continued)

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(9,319)
(7,991)

Share based payments
51,704
81,349

Other
3,965
3,448

46,350
76,806


The net deferred tax asset expected to reverse in the next 12 months is £50,491.


18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary shares of £1.00 each
1,000
1,000

The Company has one class of ordinary shares which carry no right to fixed income.



19.


Reserves

Profit and loss account

Profit and losses reserves represents cumulative profits and losses.

Page 25

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Share-based payments

As at 31 December 2021 the Company's parent, Brightcove Inc. had six share based compensation plans in which employees of the Company participate:
The Amended and Restated 2004 Stock Option and Incentive Plan (the 2004 Plan). The 2004 Plan and the 2012 Plan provided for the issuance of incentive and non-qualified stock options, restricted stock, and other equity awards to the Company’s employees, officers, directors, consultants and advisors. In conjunction with the effectiveness of the 2012 Plan, the Board voted that no further stock options or other equity-based awards may be granted under the 2004 Plan.
The 2012 Stock Incentive Plan (the 2012 Plan). In 2012, the Company adopted the RSU Plan in connection with the acquisition of Zencoder. The restricted stock units were settled in shares of the Company’s common stock upon vesting.
The Brightcove Inc. 2012 RSU Inducement Plan (the RSU Plan). The number of shares reserved and available for issuance under the 2012 Plan automatically increases each January 1, beginning in 2013, by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee subject to an overall overhang limit of 30%. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization.
The Brightcove Inc. 2014 Stock Option Inducement Plan (the 2014 Stock Inducement Plan). In 2014, the Company adopted the 2014 Stock Inducement Plan in connection with the Unicorn asset purchase agreement.
The 2018 Inducement Plan (the 2018 plan). Effective April 11, 2018, the Company adopted the 2018 Plan. The 2018 Plan provides for the issuance of stock options and restricted stock units to the Company’s Chief Executive Officer (“CEO”).
On March 25, 2021, the Board adopted, the Brightcove Inc. 2021 Stock Incentive Plan (the “2021 Plan”) which was approved by the shareholders on May 11, 2021. The maximum number of shares of stock reserved and available for issuance under the 2021 Plan is 6,200,000 shares.
Restricted Stock Units
The Company has entered into restricted stock unit (RSU) agreements with certain of its employees pursuant to the 2012 Plan and the 2021 Plan. Vesting occurs periodically at specified time intervals, ranging from three months to four years, and in specified percentages. Upon vesting, the holder will receive one share of the Company’s common stock for each unit vested.


21.


Pension commitments

The Company 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 the Company to the fund and amounted to £207,229 (2022 - £150,246). Contributions totalling £34,140 (2022 - £28,563) were payable to the fund at the balance sheet date and are included in creditors.

Page 26

 
BRIGHTCOVE UK LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Commitments under operating leases

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

2023
2022
£
£


Not later than 1 year
1,007,772
960,303

Later than 1 year and not later than 5 years
588,613
1,634,360

1,596,385
2,594,663

At 31 December 2023 the Company had future minimum lease receipts due under non-cancellable operating sub-lease for each of the following periods:

2023
2022

£
£


Not later than 1 year
732,120
775,922

Later than 1 year and not later than 5 years
-
732,120

732,120
1,508,042


23.


Post balance sheet events

On 4 February 2025 the parent company, Brightcove Inc., was acquired by Bending Spoons S.P.A., a company headquartered in Italy.


24.


Controlling party

At the year end the company was a wholly owned subsidiary of Brightcove Inc., a company incorporated in the United States of America and registered at 290 Congress St, 4th Floor, Boston, MA 02210.
The largest and smallest group for which accounts have been prepared is that headed by Brightcove Inc. Copies of the group accounts can be obtained from www.brightcove.com. 
After the year end Bending Spoons S.P.A., a company headquartered in Italy, became the ultimate parent Company.

 
Page 27