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REGISTERED NUMBER: 10157450 (England and Wales)














ABRIDGED UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

1 JANUARY 2023 TO 30 DECEMBER 2023

FOR

UCAPITAL LTD

UCAPITAL LTD (REGISTERED NUMBER: 10157450)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023










Page

Company Information 1

Abridged Balance Sheet 2

Notes to the Financial Statements 4


UCAPITAL LTD

COMPANY INFORMATION
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023







DIRECTORS: Mr G Feleppa
Ms E M Feleppa





REGISTERED OFFICE: C/o Michael Filiou Ltd
Salisbury House
81 High Street
Potters Bar
Hertfordshire
EN6 5AS





REGISTERED NUMBER: 10157450 (England and Wales)





ACCOUNTANTS: Michael Filiou Ltd
Chartered Certified Accountants
www.michaelfiliou.com
Salisbury House
81 High Street
Potters Bar
Hertfordshire
EN6 5AS

UCAPITAL LTD (REGISTERED NUMBER: 10157450)

ABRIDGED BALANCE SHEET
30 DECEMBER 2023

2023 2022
Notes €    €    €   
FIXED ASSETS
Intangible assets 5 54,760,000 -
Tangible assets 6 10,350 13,050
Investments 7 20,151,405 4,653,662
Investment property 8 1,335,000 -
76,256,755 4,666,712

CURRENT ASSETS
Debtors 3,432,627 1,507,455
Investments 3,000 3,000
Cash at bank 763,594 418,249
4,199,221 1,928,704
CREDITORS
Amounts falling due within one year 2,361,168 643,380
NET CURRENT ASSETS 1,838,053 1,285,324
TOTAL ASSETS LESS CURRENT
LIABILITIES

78,094,808

5,952,036

CREDITORS
Amounts falling due after more than one year 456,259 546,751
NET ASSETS 77,638,549 5,405,285

UCAPITAL LTD (REGISTERED NUMBER: 10157450)

ABRIDGED BALANCE SHEET - continued
30 DECEMBER 2023

2023 2022
Notes €    €    €   
CAPITAL AND RESERVES
Called up share capital 9 339,153 82,693
Share premium 10 79,239,487 5,265,947
Retained earnings 10 (1,940,091 ) 56,645
SHAREHOLDERS' FUNDS 77,638,549 5,405,285

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 30 December 2023.

The members have not required the company to obtain an audit of its financial statements for the period ended 30 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

All the members have consented to the preparation of an abridged Balance Sheet for the period ended 30 December 2023 in accordance with Section 444(2A) of the Companies Act 2006.

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 10 April 2025 and were signed on its behalf by:





Mr G Feleppa - Director


UCAPITAL LTD (REGISTERED NUMBER: 10157450)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023


1. STATUTORY INFORMATION

Ucapital Ltd 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 Euro (€).


2. STATEMENT OF COMPLIANCE

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.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements
The financial statements contain information about Ucapital Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated 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.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of nil years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - Over the term of lease

Investments in subsidiaries and associates
Investments in subsidiary and associate undertakings are recognised at cost.

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.


UCAPITAL LTD (REGISTERED NUMBER: 10157450)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023


3. ACCOUNTING POLICIES - continued
Taxation
Taxation for the period 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 period 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 Euro at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into Euro at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

4. EMPLOYEES AND DIRECTORS

The average number of employees during the period was 2 (2022 - 2 ) .

5. INTANGIBLE FIXED ASSETS
Totals
€   
COST
Additions 54,760,000
At 30 December 2023 54,760,000
NET BOOK VALUE

At 30 December 2023 54,760,000

In February 2023, the company purchased the Fintech platform created and managed by Feleppa Investments Ltd at the cost of €25,000,000 in exchange for 925,925,926 new ordinary shares of €0.000113 each in Ucapital Ltd.

In July 2023, the company purchased the Ucapital Sparks platform also created and managed by Feleppa Investments Ltd at the cost of €25,000,000 in exchange for 960,000,000 new ordinary shares of €0.000113 each in Ucapital Ltd.

UCAPITAL LTD (REGISTERED NUMBER: 10157450)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023


6. TANGIBLE FIXED ASSETS
Totals
€   
COST
At 1 January 2023
and 30 December 2023 16,200
DEPRECIATION
At 1 January 2023 3,150
Charge for period 2,700
At 30 December 2023 5,850
NET BOOK VALUE
At 30 December 2023 10,350
At 31 December 2022 13,050

7. FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:
Totals
€   
COST
At 1 January 2023 4,653,662
Additions 15,497,743
At 30 December 2023 20,151,405
NET BOOK VALUE
At 30 December 2023 20,151,405
At 31 December 2022 4,653,662

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries


Ucapital S.R.L.
Registered office: Via Dei Piatti 11, Milan 20123, Italy
Nature of business: Computer programming
%
Class of shares: holding
Ordinary €1 100.00

UCAPITAL LTD (REGISTERED NUMBER: 10157450)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023


7. FIXED ASSET INVESTMENTS - continued

Ucapital Investment Ltd
Registered office: C/O Michael Filiou Limited, Salisbury House, 81 High Street, Potters Bar, Hertfordshire EN6 5AS, U.K.
Nature of business: Asset management and investment
%
Class of shares: holding
Ordinary 100.00

Ucapital24 S.P.A.
Registered office: Via Dei Piatti 11, Milan 20123, Italy
Nature of business: Computer programming
%
Class of shares: holding
Common and voting 71.85

Ucapital24 SPA is listed in the AIM Italia, which is regulated and managed by Borsa Italiana but is not a regulated market in EEA under the EU EMIR (European Market Infrastructure Regulation).

Associated companies

Ucapital Global PLC (Formerly Aleph Finance Group PLC)
Registered office: 2 Salisbury Road, London, N4 1JZ
Nature of business: Asset management and brokerage
%
Class of shares: holding
Ordinary 49.93

Trade Capital Italia S.P.A.
Registered office: Corso Giacomo Matteotti 1, Milan 20121, Italy
Nature of business: Fintech asset brokerage
%
Class of shares: holding
Ordinary 30.00

8. INVESTMENT PROPERTY
Total
€   
FAIR VALUE
Additions 1,335,000
At 30 December 2023 1,335,000
NET BOOK VALUE
At 30 December 2023 1,335,000

UCAPITAL LTD (REGISTERED NUMBER: 10157450)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023


9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: €    €   
3,001,357,508 Ordinary €0.000113 339,153 -
73,180 Ordinary €1.13 - 82,693
339,153 82,693

During February 2023, 1,800 ordinary shares of €1.13 each were redeemed and cancelled. The total shares in issue of 71,380 ordinary shares were then subdivided into 10,000 ordinary shares of €0.000113 each for every 1 ordinary share of €1.13 each.

The company issued 2,287,557,508 ordinary shares of €0.000113 each after the subdivision of the ordinary shares.

The total shares in issue at 31 December 2023 is 3,001,357,508 ordinary shares of €0.000113 each, of which the aggregate nominal value is €339,153 with share premium of €79,239,487.

10. RESERVES
Retained Share
earnings premium Totals
€    €    €   

At 1 January 2023 56,645 5,265,947 5,322,592
Deficit for the period (1,996,736 ) (1,996,736 )
Cash share issue - 6,158,099 6,158,099
Payment in kind - 67,815,441 67,815,441
At 30 December 2023 (1,940,091 ) 79,239,487 77,299,396

UCAPITAL LTD (REGISTERED NUMBER: 10157450)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2023 TO 30 DECEMBER 2023


11. RELATED PARTY DISCLOSURES

Ucapital Investment Ltd
Ucapital Investment Ltd is an immediate subsidiary company incorporated in United Kingdom in which Mr G Feleppa is a director and sole shareholder. At the balance sheet date, Ucapital Investment Ltd owed €86,550 (2022 - €80,850) to the company. This is an unsecured interest-free loan which is repayable on demand.

Ucapital S.R.L.
Ucapital SRL is an immediate subsidiary company incorporated in Italy in which Mr G Feleppa is a director. At the balance sheet date, Ucapital SRL owed €381,173 (2022 - €359,173) to the company. This is an unsecured interest-free loan which is repayable on demand.

Ucapital24 S.P.A.
Ucapital24 SPA is an immediate subsidiary company incorporated in Italy in which Mr G Feleppa is a director. At the balance sheet date, Ucapital24 SPA owed €1,744,263 (2022 - €142,391) to the company. This is an unsecured interest-free loan which is repayable on demand.

Ucapital24 Ltd
Ucapital24 Ltd is a wholly owned subsidiary company of Ucapital24 SPA, and incorporated in United Kingdom in which Mr G Feleppa is a director. At the balance sheet date, Ucapital24 Ltd owed €5,790 (2022 - €2,100) to Ucapital Ltd. This is an unsecured interest-free loan which is repayable on demand.

12. ULTIMATE CONTROLLING PARTY

The controlling party is Mr G Feleppa.

He is considered to be the controlling party by virtue of his majority shareholding, directly and indirectly, in the issued share capital of the company.