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REGISTERED NUMBER: 14102646 (England and Wales)















Financial Statements for the Year Ended 31 December 2023

for

BIOCATCH (EMEA) LIMITED

BIOCATCH (EMEA) LIMITED (REGISTERED NUMBER: 14102646)

Contents of the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


BIOCATCH (EMEA) LIMITED

Company Information
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: G Mazor
G V Stockett
A M Katz





REGISTERED OFFICE: 4th Floor, St. James House
St. James Square
Cheltenham
GL50 3PR





REGISTERED NUMBER: 14102646 (England and Wales)





AUDITORS: Zome Audit Limited (Statutory Auditor)
5th Floor
111 Charterhouse Street
London
EC1M 6AW

BIOCATCH (EMEA) LIMITED (REGISTERED NUMBER: 14102646)

Balance Sheet
31 DECEMBER 2023

2023 2022
Notes £    £    £   
FIXED ASSETS
Tangible assets 4 18,864 -

CURRENT ASSETS
Debtors 5 993,725 -
Cash at bank 331,609 100
1,325,334 100
CREDITORS
Amounts falling due within one year 6 751,024 -
NET CURRENT ASSETS 574,310 100
TOTAL ASSETS LESS CURRENT
LIABILITIES

593,174

100

CAPITAL AND RESERVES
Called up share capital 100 100
Other reserves 357,538 -
Retained earnings 235,536 -
593,174 100

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 14 April 2025 and were signed on its behalf by:





G V Stockett - Director


BIOCATCH (EMEA) LIMITED (REGISTERED NUMBER: 14102646)

Notes to the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

Biocatch (EMEA) 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.

The presentation currency of the financial statements is the Pound Sterling (£) and the financial statements have been rounded to the nearest pound (£).

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
The directors have sought and received response from the parent company that financial support will be forthcoming for the next 12 months after signature of these financial statements. On this basis, the director continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Turnover
Turnover is derived from recharged expenses to the parent company and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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 the assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives are as follows:

- Computer equipment 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 significant change since the last reporting date.

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


BIOCATCH (EMEA) LIMITED (REGISTERED NUMBER: 14102646)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


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.

Debtors
Short term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on Debtors.

Creditors
Short term creditors are measured at the transaction price.

BIOCATCH (EMEA) LIMITED (REGISTERED NUMBER: 14102646)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Share based payments
The parent company, Biocatch Limited, issues equity-settled share options to certain employees. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation. 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.

The fair value of options offered under equity settled share based payment schemes is determined at grant date and expensed in the profit and loss account over the vesting period with a corresponding credit to retained earnings.

Where vesting conditions apply, the expense is allocated over the vesting period, based on
the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable.

Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current period.

The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.

Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to the share capital of Biocatch Limited, up to the nominal value of the shares issue.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2022 - 3 ) .

BIOCATCH (EMEA) LIMITED (REGISTERED NUMBER: 14102646)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
Additions 26,481
Disposals (1,505 )
At 31 December 2023 24,976
DEPRECIATION
Charge for year 7,260
Eliminated on disposal (1,148 )
At 31 December 2023 6,112
NET BOOK VALUE
At 31 December 2023 18,864

5. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Amounts owed by group undertakings 798,844 -
Other debtors 7,909 -
VAT 60,776 -
Prepayments 122,767 -
990,296 -

Amounts falling due after more than one year:
Other debtors 3,429 -

Aggregate amounts 993,725 -

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 111,354 -
Amounts owed to group undertakings 248,170 -
Corporation tax 26,365 -
Social security and other taxes 17,188 -
Accrued expenses 347,947 -
751,024 -

BIOCATCH (EMEA) LIMITED (REGISTERED NUMBER: 14102646)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 7,832 -

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

The Report of the Auditors was unqualified.

Roy Davis FCA (Statutory Auditor)
for and on behalf of Zome Audit Limited (Statutory Auditor)

9. RELATED PARTY DISCLOSURES

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.

10. ULTIMATE CONTROLLING PARTY

The Company is a wholly owned subsidiary of Biocatch Limited, in Israel.

The smallest group in which the results of the company are consolidated is that headed by Biocatch Limited.

The address of the registered office of Biocatch Limited is 136 Menachem Begin rd., Tel-Aviv, 6701104, Israel.

11. SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for all employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant.

The company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.