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REGISTERED NUMBER: 14301815 (England and Wales)













FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

MARKETPLACER (UK) LIMITED

MARKETPLACER (UK) LIMITED (REGISTERED NUMBER: 14301815)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 30 June 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


MARKETPLACER (UK) LIMITED

COMPANY INFORMATION
for the Year Ended 30 June 2024







DIRECTORS: J A Wyatt
R Brown





SECRETARY: Fieldfisher Secretaries Limited





REGISTERED OFFICE: C/o Fieldfisher Riverbank House
2 Swan Lane
London
EC4R 3TT





REGISTERED NUMBER: 14301815 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

MARKETPLACER (UK) LIMITED (REGISTERED NUMBER: 14301815)

BALANCE SHEET
30 June 2024

30.6.24 30.6.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 3,111 1,928

CURRENT ASSETS
Debtors 5 314,806 180,595
Cash at bank 115,704 130,404
430,510 310,999
CREDITORS
Amounts falling due within one year 6 434,693 313,420
NET CURRENT LIABILITIES (4,183 ) (2,421 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,072

)

(493

)

CAPITAL AND RESERVES
Called up share capital 8 1 1
Capital contribution reserve 9 32,274 -
Retained earnings 9 (33,347 ) (494 )
SHAREHOLDERS' FUNDS (1,072 ) (493 )

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 March 2025 and were signed on its behalf by:





R Brown - Director


MARKETPLACER (UK) LIMITED (REGISTERED NUMBER: 14301815)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 30 June 2024

1. STATUTORY INFORMATION

Marketplacer (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

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

Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate support of the parent company such support being pledged for a period of at least 12 months and 1 day from the date the financial statements are signed. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised in the profit and loss account as follows:

Platform revenue
Software as a Service (Saas) fees are charged in relation to the provision of the Marketplace Platform to the customer. SaaS fees revenue is recognised straight line over the contract period.

Service fee revenue
Service fee revenue is recognised straight line over the contract period as it is not separately identifiable without the platform service.

Intercompany revenue
Intercompany revenue is recognised at the year end and represents intercompany charges between the company and other group companies for services rendered.

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Plant and machinery - 50% straight line

Financial instruments
Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102.


MARKETPLACER (UK) LIMITED (REGISTERED NUMBER: 14301815)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payments
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2023 - 2 ) .

MARKETPLACER (UK) LIMITED (REGISTERED NUMBER: 14301815)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 July 2023 2,615
Additions 4,206
At 30 June 2024 6,821
DEPRECIATION
At 1 July 2023 687
Charge for year 3,023
At 30 June 2024 3,710
NET BOOK VALUE
At 30 June 2024 3,111
At 30 June 2023 1,928

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.6.24 30.6.23
£    £   
Trade debtors 249,151 72,000
Amounts owed by group undertakings 42,959 -
Other debtors 22,696 108,595
314,806 180,595

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30.6.24 30.6.23
£    £   
Trade creditors 32,864 61,253
Amounts owed to group undertakings - 9,696
Taxation and social security 74,519 17,287
Other creditors & accruals 327,310 225,184
434,693 313,420

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
30.6.24 30.6.23
£    £   
Within one year - 897

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 30.6.24 30.6.23
value: £    £   
1 Ordinary £1 1 1

MARKETPLACER (UK) LIMITED (REGISTERED NUMBER: 14301815)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

9. RESERVES
Capital
Retained contribution
earnings reserve Totals
£    £    £   

At 1 July 2023 (494 ) - (494 )
Deficit for the year (32,853 ) (32,853 )
Share-based payments - 32,274 32,274
At 30 June 2024 (33,347 ) 32,274 (1,073 )

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Emma Florentin-Lee (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-
"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 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 a Report of the Auditors 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."

11. ULTIMATE PARENT AND CONTROLLING PARTY

The immediate and ultimate parent company is Marketplacer Holdings Limited incorporated in Sydney, Australia. They are located at Level 3, 80 Market Street, South Melbourne, VIC 3205, Australia. The ultimate parent company heads the smallest and largest group into which Marketplacer (UK) Limited is consolidated. Copies of the consolidated accounts are publicly available and can be obtained from the Australian Securities & Investments Commission or at asic.gov.au.

As at the year end, there is no ultimate controlling party.

MARKETPLACER (UK) LIMITED (REGISTERED NUMBER: 14301815)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 30 June 2024

12. SHARE-BASED PAYMENT TRANSACTIONS

The Company has issued equity settled share incentives with its employees. The equity offered is that of Marketplacer Holdings Limited (incorporated in Australia). These incentives all vest over a period ranging from upon grant to 4 years.

The incentives are presented in the form of an option.

The fair value of the share option is independently determined using the Black Scholes option pricing model that takes into account various factors as discussed in note 2.

The following table summarises the equity settled share options with employees in the period:



Item


Number
Weighted average
exercise price
(AUD$


)
Outstanding at the beginning of the period--
Granted during the year450,0000.69
Forfeited/cancelled during the period--
Exercised during the period--
Expired during the period--
Outstanding at the end of the period450,0000.69

Exercisable at the end of the period51,2500.69

The charge recognised in the year was £32,274 (2023: £nil).

Further details over how the fair value of the goods or services received are measured are given in note 2 to the financial statements.

13. SECURED DEBTS

During the period, a debenture was taken in favour of Amal Trustees Pty Ltd as Trustee of the Longreach Direct Lending Fund (Longreach) over all assets and undertakings of the company, in relation to a Deed of Accession. This debenture is security for a loan provided by Longreach to Marketplacer Holdings Limited, the ultimate parent company.