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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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BACASABLE UK LIMITED
COMPANY INFORMATION
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BACASABLE UK LIMITED
CONTENTS
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BACASABLE UK LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their strategic report for the period ended 31 December 2023.
Bacasable UK Limited primarily functions as a service entity within the group, providing administrative services to various subsidiaries engaged in blockchain entertainment and gaming. The company supports these operations by managing key administrative and operational tasks, which is critical for smooth functioning of the group's diversified activities.
In 2023, Bacasable UK Limited continued its pivotal role in supporting the group's growth and operational efficiency through its administrative services. The company generated revenues of $19,374,036, predominantly from intercompany service charges. However, a net loss of $22,348,803 was reported, primarily attributable to impairment charges recognised on prior year investments, underscoring the cost-intensive nature of providing high-quality administrative support within the dynamic blockchain sector.
During the year, Bacasable UK Limited strategically expanded its operations to enhance its capabilities within the blockchain entertainment and gaming industry. This included the acquisition of TSB Japan, LLC, which commenced trading at the start of the year. This acquisition has significantly bolstered the company's asset base and is anticipated to drive long-term value through synergistic opportunities and market expansion.
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BACASABLE UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The company's operations are subject to key risks, including the rapid pace of technological innovation, the evolving regulatory framework governing the blockchain industry, and potential fluctuations in the internal demand for its administrative services from other group entities. To mitigate these, our strategic risk management framework emphasizes the regular review and agile adaptation of both operational and financial strategies, ensuring responsiveness to changing industry standards and the specific needs of the wider group.
To mitigate these risks, the company invests in continuous monitoring of regulatory developments, maintains close collaboration with external legal and compliance experts, and adopts scalable technologies to stay ahead of innovation cycles. Additionally, internal processes and policies are periodically reviewed and adapted to maintain service efficiency and responsiveness to group needs. (a) Legislative and Regulatory risks The Company is subject to numerous laws and regulations in multiple jurisdictions covering a wide range of matters. Failure to comply could have financial or reputational implications and could materially affect the Company’s ability to operate. The Company has embedded operating policies and procedures to ensure compliance with existing legislation. (b) Market and competition The Company operates in a highly competitive environment and faces competition from various other entities. Technological developments also have the ability to create new forms of quickly evolving competition. An effective, coherent and consistent strategy to respond to competitors and changing markets enables the Company to sustain its market share and its profitability. The Company continues to focus on service quality and performance in managing this risk. (c) Brand and reputation risk Damage to the Company's reputation could ultimately impede the Company's ability to execute its corporate strategy. To mitigate this risk, the Company strives continually to build its reputation through a commitment to sustainability, transparency, effective communication and best practices. (d) Talent and skills Failure to engage and develop the Company's existing employees or to attract and retain talented employees could hamper the Company's ability to deliver in the future. Regular reviews are undertaken of the Company's resource requirements and acted upon promptly..
The company closely monitors key performance indicators (KPIs) relevant to its service provision, including service delivery efficiency, cost management metrics. These indicators are crucial for assessing the effectiveness of services rendered and informing necessary adjustments to operational strategies.
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BACASABLE UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Beyond financial metrics, the company also tracks non-financial key performance indicators vital for operational and strategic alignment. These include internal process efficiency, such as times for administrative tasks and automation adoption rates, which directly impact the group's overall agility. Additionally, we monitor employee training and development metrics to ensure our team possesses the skills required in the evolving blockchain sector, reinforcing our capacity to provide high-quality, specialized support to our group entities.
This report was approved by the board on 18 August 2025 and signed on its behalf.
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BACASABLE UK LIMITED
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.
The loss for the year, after taxation and minority interests, amounted to $22,348,803 (2022 - loss $4,107,965).
Consequently, the directors do not recommend the payment of a dividend for the year. The company remains focused on reinvesting in its operational capabilities and infrastructure to support anticipated growth and address the evolving demands within the group.
The Directors who served during the year were:
The Group is focused on enhancing profitability and refining its service delivery capabilities through several strategic initiatives:
Revenue Optimization: Implementing a strategic markup on expenses recharged to group entities, anticipated to significantly improve profit margins. Technological Advancement: Continuing investments in advanced IT and administrative systems to drive greater operational efficiency and scalable service delivery. Service Portfolio Expansion: Enhancing existing and developing new service offerings to fully leverage the company's central and integral role within the group's operations.
The Group manages financial risks, including market risk (foreign currency and interest rate), credit risk, and liquidity risk, through policies approved by the Board. Our primary objective is to maintain sufficient liquidity while mitigating adverse impacts on performance from market fluctuations.
We use a combination of natural hedges and, where appropriate, financial instruments, with a clear policy for hedging major cross-border transactions in the pipeline to reduce cash flow volatility. Exposure to foreign currency risk arises from the international nature of the group’s operations, managed by matching revenues and expenses where possible. Interest rate risk is managed by minimizing exposure to external borrowing, and where required, implementing a stringent asset and liability management policy. Credit risk on receivables and cash is managed through credit limits and dealing with highly-rated institutions. Liquidity risk is addressed by maintaining adequate reserves and continuously monitoring intercompany cash flows to ensure funding continuity.
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BACASABLE UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The Group has chosen in accordance with the Companies Act 2006, s.414C(11) to set out in the Group’s Strategic report information required by Large and Medium-sized Companies and Groups Regulations 2008, Sch.7 to be contained in the Directors’ report. It has done so in respect of the business, key performance indicators, principal risks and uncertainties and future outlook.
During 2025, the Group undertook a strategic review of its operational footprint and made the decision to close its wholly-owned subsidiary in Germany. This decision was driven by a shift in strategic priorities and a redirection of focus towards core markets that offer stronger alignment with the company’s long-term growth objectives. The closure was completed in an orderly manner, with all regulatory and compliance obligations duly fulfilled.
Under section 487(2) of the Companies Act 2006, Nyman Libson Paul LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
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BACASABLE UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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BACASABLE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED
We have audited the financial statements of BACASABLE UK LIMITED (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The 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).
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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.
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 Group's or the parent 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.
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BACASABLE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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BACASABLE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)
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 Auditors' 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 Group 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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and review of accounting estimates. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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 Auditors' Report.
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BACASABLE UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)
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 an Auditors' 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.
for and on behalf of
124 Finchley Road
NW3 5JS
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BACASABLE UK LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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BACASABLE UK LIMITED
REGISTERED NUMBER: 13930218
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
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BACASABLE UK LIMITED
REGISTERED NUMBER: 13930218
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 21 to 43 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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