Caseware UK (AP4) 2023.0.135 2023.0.135 2023-06-302023-05-022024-05-242023-05-022024-05-242023-06-30false77trueNo description of principal activitytruefalse2022-07-0164true 10865682 2022-07-01 2023-06-30 10865682 2021-01-01 2022-06-30 10865682 2023-06-30 10865682 2022-06-30 10865682 2021-01-01 10865682 1 2022-07-01 2023-06-30 10865682 1 2021-01-01 2022-06-30 10865682 5 2022-07-01 2023-06-30 10865682 5 2021-01-01 2022-06-30 10865682 6 2022-07-01 2023-06-30 10865682 6 2021-01-01 2022-06-30 10865682 d:Director1 2022-07-01 2023-06-30 10865682 d:Director1 2023-06-30 10865682 d:Director2 2022-07-01 2023-06-30 10865682 d:Director2 2023-06-30 10865682 d:Director3 2022-07-01 2023-06-30 10865682 d:Director3 2023-06-30 10865682 d:Director4 2022-07-01 2023-06-30 10865682 d:Director4 2023-06-30 10865682 d:Director5 2022-07-01 2023-06-30 10865682 d:Director5 2023-06-30 10865682 d:RegisteredOffice 2022-07-01 2023-06-30 10865682 e:ComputerEquipment 2022-07-01 2023-06-30 10865682 e:ComputerEquipment 2023-06-30 10865682 e:ComputerEquipment 2022-06-30 10865682 e:ComputerEquipment e:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 10865682 e:CurrentFinancialInstruments 2023-06-30 10865682 e:CurrentFinancialInstruments 2022-06-30 10865682 e:CurrentFinancialInstruments e:WithinOneYear 2023-06-30 10865682 e:CurrentFinancialInstruments e:WithinOneYear 2022-06-30 10865682 e:ReportableOperatingSegment1 2022-07-01 2023-06-30 10865682 e:ReportableOperatingSegment1 2021-01-01 2022-06-30 10865682 f:UnitedKingdom 2022-07-01 2023-06-30 10865682 f:UnitedKingdom 2021-01-01 2022-06-30 10865682 e:UKTax 2022-07-01 2023-06-30 10865682 e:UKTax 2021-01-01 2022-06-30 10865682 e:ShareCapital 2023-06-30 10865682 e:ShareCapital 2022-06-30 10865682 e:ShareCapital 2021-01-01 10865682 e:SharePremium 2023-06-30 10865682 e:SharePremium 2022-06-30 10865682 e:SharePremium 2021-01-01 10865682 e:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 10865682 e:RetainedEarningsAccumulatedLosses 2023-06-30 10865682 e:RetainedEarningsAccumulatedLosses 2021-01-01 2022-06-30 10865682 e:RetainedEarningsAccumulatedLosses 2022-06-30 10865682 e:RetainedEarningsAccumulatedLosses 2021-01-01 10865682 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-06-30 10865682 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-06-30 10865682 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2023-06-30 10865682 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:ListedExchangeTraded 2022-06-30 10865682 e:AcceleratedTaxDepreciationDeferredTax 2023-06-30 10865682 e:AcceleratedTaxDepreciationDeferredTax 2022-06-30 10865682 d:OrdinaryShareClass1 2022-07-01 2023-06-30 10865682 d:OrdinaryShareClass1 2023-06-30 10865682 d:OrdinaryShareClass1 2022-06-30 10865682 d:FRS102 2022-07-01 2023-06-30 10865682 d:Audited 2022-07-01 2023-06-30 10865682 d:FullAccounts 2022-07-01 2023-06-30 10865682 d:PrivateLimitedCompanyLtd 2022-07-01 2023-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 10865682









CONSENSYS SYSTEMS UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

 
CONSENSYS SYSTEMS UK LIMITED
 
 
COMPANY INFORMATION


Directors
J S Millar (resigned 24 November 2024)
J Uddin (appointed 2 May 2023, resigned 24 May 2024)
S A Khattak (appointed 1 October 2023, resigned 31 January 2025)
P T McEvoy (appointed 25 October 2024)
J Jassal (appointed 12 November 2024)




Registered number
10865682



Registered office
Building 4
Foundation Park

Roxborough Way

Maidenhead

England

SL6 3UD




Independent auditor
MHA

Building 4

Foundation Park

Roxborough Way

Maidenhead

SL6 3UD





 
CONSENSYS SYSTEMS UK LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditor's Report
6 - 9
Statement of Income and Retained Earnings
10
Balance Sheet
11
Statement of Changes in Equity
12
Notes to the Financial Statements
13 - 26

 
CONSENSYS SYSTEMS UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023

Business review
 
ConsenSys Software & Systems UK is part of the leading Ethereum software group of companies. We enable developers, enterprises, and people worldwide to build next-generation applications, launch modern financial infrastructure, and access the decentralized web. Our product suite, composed of Infura, Quorum, Truffle, Codefi, MetaMask, and Diligence, serves millions of users, supports billions of blockchain-based queries for our clients, and has handled billions of dollars in digital assets. Ethereum is the largest programmable blockchain in the world, leading in business adoption, developer community usage, and DeFi activity. On this trusted, open source foundation, we are building the digital economy of tomorrow.

Financial key performance indicators

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Strategic initiatives and new specialism

During 2023 and 2024 we have continued to promote and develop MetaMask as a leading self-custodial wallet for over 100 million users annually.  A strong focus has also been the development and building capabilities for the Web3 development with products such as Infura/Truffle/Diligence/Linea. All Consensys Software & Systems UK activity is directed to being a no risk service provider to its parent company and though the parent to the overall Consensys group of companies.

Page 1

 
CONSENSYS SYSTEMS UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

Principal risks and uncertainties
 
The continued growth of the business and the execution of the Company's strategy are subject to a number of risks. Many of these risks are common in other companies. Careful risk management is fundamental to the ability of the business to execute its strategic objectives.

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Summary and Current Trading
 
The board is please with the strong performance in 2023 and particularly through the pandemic we managed to continue to grow and build for the future. There has been an improvement in the market conditions and positively carried on into 2024.
The board believes the company is strongly positioned for 2024 and beyond.

Page 2

 
CONSENSYS SYSTEMS UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023


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



J Jassal
Director

Date: 24 March 2025
Page 3

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023

The directors present their report and the financial statements for the Year ended 30 June 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 judgements 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 £521,890 (2022 - £178,470).

Directors

The directors who served during the Year were:

J S Millar (resigned 24 November 2024)
J Uddin (appointed 2 May 2023, resigned 24 May 2024)
S A Khattak (appointed 1 October 2023, resigned 31 January 2025)
P T McEvoy (appointed 25 October 2024)
J Jassal (appointed 12 November 2024)

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.

Page 4

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

Auditor

The auditor, MHAwill 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.
 





J Jassal
Director

Date: 24 March 2025
Page 5

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONSENSYS SYSTEMS UK LIMITED
 

Opinion


We have audited the financial statements of Consensys Systems UK Limited (the 'Company') for the Year ended 30 June 2023, which comprise the Statement of Income and Retained Earnings, 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 30 June 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. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included reviewing budgets and forecasts for the next 12 months, and obtaining written confirmation of financial support from Consensys Software Inc, the parent company.


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 6

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONSENSYS SYSTEMS UK LIMITED (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 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.


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 4, 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 7

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONSENSYS SYSTEMS UK LIMITED (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:
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of entity staff in finance and compliance functions to identify any instances of non compliance with laws    and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and revieing accounting estimates for bias, and;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 8

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONSENSYS SYSTEMS UK LIMITED (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.





Jason Mitchell MBA BSc FCA (Senior Statutory Auditor)
  
for and on behalf of
MHA
 
Statutory Auditors
  
Maidenhead, United Kingdom

Date: 
 
 
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
25 March 2025
Page 9

 
CONSENSYS SYSTEMS UK LIMITED
 
 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 JUNE 2023

Year ended
30 June
18 month period ended
30 June
2023
2022
Note
£
£
(Restated)

  

Turnover
 4 
13,973,855
18,208,046

Cost of sales
  
(12,120,380)
(14,828,250)

Gross profit
  
1,853,475
3,379,796

Administrative expenses
  
(1,392,015)
(3,034,506)

Operating profit
 5 
461,460
345,290

Interest payable and similar expenses
  
-
(9,196)

Profit before tax
  
461,460
336,094

Tax on profit
 10 
60,430
(157,624)

Profit after tax
  
521,890
178,470

  

  

Retained earnings at the beginning of the Year
  
948,964
285,576

Profit for the year / period (see below)
  
521,890
178,470

Share-based payment movement in the year / period
  
203,858
484,918

Retained earnings at the end of the Year
  
1,674,712
948,964

Profit for the period

18 month  period ended 30 June 2022
£



Profit for the period (as previously reported)
663,388

Prior year adjustment - share-based payment charge for the period (Note 19)
(484,918)

178,470

The notes on pages 13 to 26 form part of these financial statements.

Page 10

 
CONSENSYS SYSTEMS UK LIMITED
REGISTERED NUMBER: 10865682

BALANCE SHEET
AS AT 30 JUNE 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
36,929
55,173

  
36,929
55,173

Current assets
  

Debtors: amounts falling due within one year
 12 
848,119
1,193,486

Cash at bank and in hand
 13 
4,247,310
4,528,608

  
5,095,429
5,722,094

Creditors: amounts falling due within one year
 14 
(2,499,343)
(3,870,000)

Net current assets
  
 
 
2,596,086
 
 
1,852,094

Total assets less current liabilities
  
2,633,015
1,907,267

  

Net assets
  
2,633,015
1,907,267


Capital and reserves
  

Called up share capital 
 17 
1
1

Share premium account
  
958,302
958,302

Profit and loss account
  
1,674,712
948,964

  
2,633,015
1,907,267


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




J Jassal
Director

Date: 24 March 2025

The notes on pages 13 to 26 form part of these financial statements.
Page 11

 
CONSENSYS SYSTEMS UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2021
1
958,302
285,576
1,243,879



Profit for the period
-
-
178,470
178,470

Share-based payment movement in the period
-
-
484,918
484,918



At 1 July 2022
1
958,302
948,964
1,907,267



Profit for the Year
-
-
521,890
521,890

Share-based payment movement in the year
-
-
203,858
203,858


At 30 June 2023
1
958,302
1,674,712
2,633,015


The notes on pages 13 to 26 form part of these financial statements.
Page 12

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

1.


General information

Consensys Systems UK Limited is a private company limited by shares which was incorporated in England and Wales on 14 July 2017. Its principal place of business is 2 Leonard Circus, 62 Paul St, London EC2A 4NA, and the company number is 10865682.

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 judgement 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 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Consensys Software Inc. as at 31 December 2023 and these financial statements may be obtained from 49 Bogart Street, Brooklyn, New York 11206, United States..

 
2.3

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Based on the management assessment and having regard to the resources available to the entity, the directors have concluded that the Company can continue to adopt the going concern basis.
Based on these assessments and having regard to the resources available to the entity, the directors have concluded that the Company can continue to adopt the going concern basis.

Page 13

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Revenue

The revenue arises from the recharge of the Company's costs to its parent. 
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 14

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

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.

 
2.9

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:

Computer equipment
-
20%

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

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

 
2.10

Debtors

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

 
2.11

Cash and cash equivalents

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

Page 15

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.12

Creditors

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

 
2.13

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.

 
2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 16

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Company's accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the times when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Critical judgments in applying the Company's accounting policies 
The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impaired assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(ii) Recoverability of receivables
The company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the ageing of receivables, past experience of recoverability, and the credit profile of individuals or groups of customers.

Page 17

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

4.


Turnover

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


Year ended
30 June
18 month period ended
30 June
2023
2022
£
£

Services to the parent company
13,973,855
18,208,046


Analysis of turnover by country of destination:

Year ended
30 June
18 month period ended
30 June
2023
2022
£
£

United Kingdom
13,973,855
18,208,046



5.


Operating profit

The operating profit is stated after charging:

Year ended
30 June
18 month period ended
30 June
2023
2022
£
£

Loss on disposal of fixed assets
-
1,575

Exchange differences
1,320
(3,391)

Depreciation
18,577
30,466


6.


Auditor's remuneration

Year ended
30 June
18 month period ended
30 June
2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
10,000
8,000

Page 18

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Year ended
30 June
18 month period ended
30 June
2023
2022
£
£

Wages and salaries
11,328,013
12,366,699

Social security costs
535,119
1,943,023

Cost of defined contribution scheme
257,248
518,528

12,120,380
14,828,250


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


      Year ended
        30 June
18 month period ended
         30 June
        2023
        2022
            No.
            No.







Employee
77
64


8.


Directors' remuneration

Year ended
30 June
18 month period ended
30 June
2023
2022
£
£

Directors' emoluments
411,966
824,869

Company contributions to defined contribution pension schemes
17,894
41,217

429,860
866,086


During the Year retirement benefits were accruing to 2 directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £386,132 (2022 - £824,869).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £17,894 (2022 - £41,218).

Page 19

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

9.


Interest payable and similar expenses

Year ended
30 June
18 month period ended
30 June
2023
2022
£
£


Other interest payable
-
9,196


10.


Taxation


Year ended
30 June
18 month period ended
30 June
2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
146,762

Adjustments in respect of previous periods
(99,093)
9,687


(99,093)
156,449


Total current tax
(99,093)
156,449

Deferred tax


Origination and reversal of timing differences
38,663
11,873

Changes to tax rates
-
(12,129)

Adjustments in respect of previous periods
-
1,431

Total deferred tax
38,663
1,175


Tax on profit
(60,430)
157,624
Page 20

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the Year/period is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 20.5% (2022 - 19%). The differences are explained below:

Year ended
30 June
18 month period ended
30 June
2023
2022
£
£


Profit on ordinary activities before tax
461,460
336,094


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 20.5% (2022 - 19%)
94,580
155,992

Effects of:


Expenses not deductible for tax purposes
67,841
1,748

Fixed asset differences
(672)
(1,954)

Reliefs relating to share incentives
(640,283)
-

Losses carried back
92,426
-

Movement in deferred tax not recognised
509,621
-

Adjustments to tax charge in respect of previous periods - corporate tax
(99,093)
9,687

Adjustments to tax charge in respect of previous periods - Deferred tax
-
1,431

Deferred tax recognised at different rate
-
2,849

Changes in tax rate
(84,850)
(12,129)

Total tax charge for the year/period
(60,430)
157,624

Page 21

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

11.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 July 2022
119,357


Additions
16,723


Disposals
(49,453)



At 30 June 2023

86,627



Depreciation


At 1 July 2022
64,184


Charge for the year
18,577


Disposals
(33,063)



At 30 June 2023

49,698



Net book value



At 30 June 2023
36,929



At 30 June 2022
55,173


12.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
-
163,703

Other debtors
822,957
956,324

Prepayments and accrued income
25,162
34,796

Deferred taxation
-
38,663

848,119
1,193,486


Page 22

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
4,247,310
4,528,608



14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
26,112
447,989

Amounts owed to group undertakings
2,068,068
-

Corporation tax
48,465
147,558

Other taxation and social security
301,325
3,188,245

Other creditors
52,280
83,115

Accruals and deferred income
3,093
3,093

2,499,343
3,870,000



15.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at face value
4,247,310
4,528,608

Financial assets measured at amortised cost
822,957
1,120,027

5,070,267
5,648,635


Financial liabilities


Financial liabilities measured at amortised cost
(2,146,460)
(531,104)


Financial assets measured at amortised cost comprises other debtors  and amounts due form related parties.


Financial assets measured at fair value comprises cash and security deposits paid.


Financial liabilities measured at amotised cost comprises trade payables, amounts due to related parties and other payables.

Page 23

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

16.


Deferred taxation




2023
2022


£

£






At beginning of year
38,663
39,838


Charged to profit or loss
(38,663)
(1,175)



At end of year
-
38,663

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
-
38,663

Page 24

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1



18.


Share-based payments

The Company and Group for which it is a member has established a stock option plan under which
options over 2021 Equity Incentive Plan ("EIP") have been granted to certain employees. The Scheme is equity-settled share based payment arrangements whereby the employees are granted share options over the equity instruments of Consensys Software Inc., the parent company of the Company.
.
There were 711,451 options outstanding at the year end (2022 - 774,411) in the scheme.
Option awards typically vest over four years while the options have a 10-year life. The effective option date window of the options is dependent on specific terms set out within the employee share option scheme rules. The fair values were calculated using a Black-Scholes model. The inputs for the model were as follows:
Fair value of share price                £0.53 - £1.53
Exercise price                                 £0.92 - £2.5
Expected volatility        68% - 72%
Risk free rate        3.9%
Expected dividend yield       Nil
Expected volatility was determined using as a base the share price movements recorded over the period of the options.
The expected life used in the model has been adjusted, based on management's best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. 
 





2023
2022
£
£


Equity-settled schemes
203,858
484,918

Page 25

 
CONSENSYS SYSTEMS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

19.


Prior year adjustment

The financial statements for the period ended 30 June 2022 did not include a share-based payment charge. An amount of £484,918 relating to prior year has been provided.
The comparative figures have been restated to reflect this adjustment, which has had the effect of reducing the profit after tax for the period in 2022 from £663,388 to £178,470 with no effect on the net assets in 2022. 


20.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held seperately 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 £257,248 (2022: £518,528). 


21.


Controlling party

The company's parent is Consensys Software Inc, with it's registered office at 49 Bogart Street, Brooklyn, New York, 11206, United States.

 
Page 26