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Registered number: 13930218









BACASABLE UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
BACASABLE UK LIMITED
 
 
COMPANY INFORMATION


Directors
A J G Madrid 
R W Hong-San Yung 




Registered number
13930218



Registered office
7 Bell Yard

London

WC2A 2JR




Independent auditors
Nyman Libson Paul LLP

124 Finchley Road

London

NW3 5JS





 
BACASABLE UK LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Directors' Responsibilities Statement
6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14 - 15
Company Statement of Changes in Equity
16 - 17
Consolidated Statement of Cash Flows
18 - 19
Consolidated Analysis of Net Debt
20
Notes to the Financial Statements
21 - 43


 
BACASABLE UK LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
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. 

Business review
 
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.

Page 1

 
BACASABLE UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
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..

Financial key performance indicators
 
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.

Page 2

 
BACASABLE UK LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other key performance indicators
 
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.



A J G Madrid
Director

Page 3

 
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.

Results and dividends

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.

Directors

The Directors who served during the year were:

A J G Madrid 
R W Hong-San Yung 

Future developments

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.

Financial instruments

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. 

Page 4

 
BACASABLE UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Matters covered in the Group Strategic Report

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.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

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.

Auditors

Under section 487(2) of the Companies Act 2006Nyman 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 18 August 2025 and signed on its behalf.
 





A J G Madrid
Director

Page 5

 
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 2006They 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.

Page 6

 
BACASABLE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED
 

Opinion


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 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss 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 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.


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.


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.


Page 7

 
BACASABLE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)


Other information


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 ReportOur 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 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.


Matters on which we are required to report by exception
 

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.


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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 6, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
BACASABLE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE UK LIMITED (CONTINUED)


Auditors' 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 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.


Page 9

 
BACASABLE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BACASABLE 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 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.





Paul Taiano (Senior Statutory Auditor)
  
for and on behalf of
Nyman Libson Paul LLP
 
124 Finchley Road
London
NW3 5JS

21 August 2025
Page 10

 
BACASABLE UK LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

Year ended
31 December
Period ended
31 December
2023
2022
Note
$
$

  

Turnover
 4 
19,374,036
7,933,185

Cost of sales
  
(804,912)
(603,186)

Gross profit
  
18,569,124
7,329,999

Administrative expenses
  
(19,587,632)
(11,443,542)

Other operating income
 5 
6,561
2,977

Operating loss
 6 
(1,011,947)
(4,110,566)

Impairment of goodwill
 13 
(21,318,007)
-

Interest receivable and similar income
 10 
108
13

Interest payable and similar expenses
 11 
-
(22)

Loss before taxation
  
(22,329,846)
(4,110,575)

Tax on loss
 12 
(18,883)
-

Loss for the financial year
  
(22,348,729)
(4,110,575)

  

Other comprehensive income
  
(2,394,148)
366,251

Other comprehensive income for the year
  
(2,394,148)
366,251

Total comprehensive income for the year
  
(24,742,877)
(3,744,324)

(Loss) for the year attributable to:
  

Non-controlling interests
  
74
(2,610)

Owners of the parent Company
  
(22,348,803)
(4,107,965)

  
(22,348,729)
(4,110,575)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
74
(2,610)

Owners of the parent Company
  
(24,742,951)
(3,741,714)

  
(24,742,877)
(3,744,324)

The notes on pages 21 to 43 form part of these financial statements.

Page 11

 
BACASABLE UK LIMITED
REGISTERED NUMBER: 13930218

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
$
$

Fixed assets
  

Intangible assets
 13 
441,769
21,949,853

Tangible assets
 14 
1,401,562
293,581

Investments
 15 
3,031,646
1,147,870

  
4,874,977
23,391,304

Current assets
  

Debtors: amounts falling due within one year
 16 
1,379,785
925,602

Cash at bank and in hand
 17 
2,302,457
2,974,633

  
3,682,242
3,900,235

Current liabilities
  

Creditors: Amounts Falling Due Within One Year
 18 
(37,036,958)
(31,028,401)

Net current liabilities
  
 
 
(33,354,716)
 
 
(27,128,166)

Total assets less current liabilities
  
(28,479,739)
(3,736,862)

  

Net liabilities
  
(28,479,739)
(3,736,862)


Capital and reserves
  

Called up share capital 
  
136
136

Foreign exchange reserve
 21 
(2,027,897)
366,251

Profit and loss account
 21 
(26,456,768)
(4,107,965)

Equity attributable to owners of the parent Company
  
(28,484,529)
(3,741,578)

Non-controlling interests
  
4,790
4,716

  
(28,479,739)
(3,736,862)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 August 2025.




A J G Madrid
R W Hong-San Yung
Director
Director

Page 12

 
BACASABLE UK LIMITED
REGISTERED NUMBER: 13930218

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
$
$

Fixed assets
  

Intangible assets
 13 
386,579
-

Investments
 15 
6,790,716
27,237,671

  
7,177,295
27,237,671

Current assets
  

Debtors: amounts falling due within one year
 16 
65,834
121,304

Cash at bank and in hand
 17 
148,211
403,256

  
214,045
524,560

Current liabilities
  

Creditors: Amounts Falling Due Within One Year
 18 
(34,302,593)
(29,335,931)

Net current liabilities
  
 
 
(34,088,548)
 
 
(28,811,371)

Total assets less current liabilities
  
(26,911,253)
(1,573,700)

  

  

Net liabilities
  
(26,911,253)
(1,573,700)


Capital and reserves
  

Called up share capital 
  
136
136

Foreign exchange reserve
 21 
(1,978,474)
419,206

Profit and loss account brought forward
  
(1,993,042)
-

Loss for the year
  
(22,939,873)
(1,993,042)

Profit and loss account carried forward
  
(24,932,915)
(1,993,042)

  
(26,911,253)
(1,573,700)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 August 2025.


A J G Madrid
R W Hong-San Yung
Director
Director

The notes on pages 21 to 43 form part of these financial statements.

Page 13
 

 
BACASABLE UK LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$


At 1 January 2023
136
366,251
(4,107,965)
(3,741,578)
4,716
(3,736,862)





Loss for the year
-
-
(22,348,803)
(22,348,803)
74
(22,348,729)


Exchange differences on translation
-
(2,394,148)
-
(2,394,148)
-
(2,394,148)



At 31 December 2023
136
(2,027,897)
(26,456,768)
(28,484,529)
4,790
(28,479,739)



The notes on pages 21 to 43 form part of these financial statements.

Page 14

 

 
BACASABLE UK LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022



Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$





Loss for the period
-
-
(4,107,965)
(4,107,965)
(2,610)
(4,110,575)


Exchange differences on translation
-
366,251
-
366,251
-
366,251


Shares issued during the period
136
-
-
136
-
136


Non-controlling interest on acquisition
-
-
-
-
7,326
7,326



At 31 December 2022
136
366,251
(4,107,965)
(3,741,578)
4,716
(3,736,862)



The notes on pages 21 to 43 form part of these financial statements.

Page 15
 
BACASABLE UK LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$

At 1 January 2023
136
419,206
(1,993,042)
(1,573,700)



Loss for the year
-
-
(22,939,873)
(22,939,873)

Exchange differences on translation
-
(2,397,680)
-
(2,397,680)


At 31 December 2023
136
(1,978,474)
(24,932,915)
(26,911,253)


The notes on pages 21 to 43 form part of these financial statements.

Page 16

 
BACASABLE UK LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$



Loss for the period
-
-
(1,993,042)
(1,993,042)

Exchange differences on translation
-
419,206
-
419,206

Shares issued during the period
136
-
-
136


At 31 December 2022
136
419,206
(1,993,042)
(1,573,700)


The notes on pages 21 to 43 form part of these financial statements.

Page 17

 
BACASABLE UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
$
$

Cash flows from operating activities
  

Loss for the financial year
  
(22,348,729)
(4,110,575)

Adjustments for:
  

Amortisation of intangible assets
 13 
687,687
1,909,679

Depreciation of tangible assets
 14 
178,677
63,985

Impairments of fixed assets
 13,15 
21,565,653
-

Interest paid
 11 
-
22

Interest received
 10 
(108)
(13)

Taxation charge
 12 
18,883
-

(Increase) in debtors
 16 
(454,183)
(925,602)

(Decrease)/increase in creditors
 18 
(693,752)
12,150,412

Increase in amounts owed to groups
  
6,701,426
18,877,989

Movement in foreign exchange
  
(2,394,148)
366,251

Corporation tax (paid)/received
  
(18,000)
-

Net cash generated from operating activities

  

3,243,406
28,332,148

  

Cash flows from investing activities
  

Purchase of intangible fixed assets
 13 
(497,611)
(25,364,968)

Purchase of tangible fixed assets
 14 
(1,286,658)
-

Purchase of unlisted and other investments
 15 
(2,131,421)
-

Interest received
 10 
108
13

Net cash from investing activities

  

(3,915,582)
(25,364,955)

Cash flows from financing activities
  

Issue of ordinary shares
  
-
136

Interest paid
  
-
(22)

Dividends paid to non-controlling interests
  
-
7,326

Net cash used in financing activities
  
-
7,440
Page 18

 
BACASABLE UK LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023




2023
2022

Note
$
$



Net (decrease)/increase in cash and cash equivalents
  
(672,176)
2,974,633

Cash and cash equivalents at beginning of year
  
2,974,633
-

Cash and cash equivalents at the end of year
  
2,302,457
2,974,633


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
2,302,457
2,974,633

 17 
2,302,457
2,974,633


The notes on pages 21 to 43 form part of these financial statements.

Page 19

 
BACASABLE UK LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
$

$

$

Cash at bank and in hand

2,974,633

(672,176)

2,302,457


2,974,633
(672,176)
2,302,457

The notes on pages 21 to 43 form part of these financial statements.

Page 20

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Bacasable UK Limited Group ("the Group") is a private company limited by shares, incorporated and domiciled in the United Kingdom. The principal activity during the year engaged in investment holding, providing services on various blockchain entertainment and gaming. Details of the nature of its operations are disclosed in the strategic report.
The financial statements presented herein provide a consolidated view of Bacasable UK Limited ("the Company") and its subsidiary entities.
The registered office of Bacasable UK Limited is located at 7 Bell Yard, London, England, WC2A 2JR.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention, modified to include certain investments at fair value 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 Group's presentational currency is USD, to the nearest $. See policy 2.4 for more details.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions

The Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including the Company. The Company has therefore taken advantage of the exemptions from the following disclosure requirements for the parent Company information presented within the consolidated financial statements:  
Section 7 - 'Statement of Cashflows and related notes and disclosures 
Section 11 'Basic Financial instruments' and Section 12 'Other Financial Instrument issues' - disclosures in respect of the Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; and
Section 33 'Related Party Disclosures' - Compensation for the key management personnel

The following principal accounting policies have been applied:

Page 21

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group's accounting policies when preparing the consolidated financial statements.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries that are not held by the group. They are presented in the consolidated balance sheet within equity, separately from the equity attributable to the owners of the parent. 

 
2.3

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The directors draw attention to the statement of changes in equity in the consolidated financial statements which indicates that the company incurred a net loss of $21.2m during the year ended 31 December 2023. The majority of the recorded book loss is non-cash in nature and driven by the write down of intangible assets recorded as part of the German and Uruguayan subsidiaries’ acquisitions in 2022 as outlined in Note 13. 
Management has assessed the Company's ability to continue as a going concern, considering all available information for a period of at least twelve months from the date of approval of these financial statements. The directors have considered the Group’s financial position, cash flow forecasts, and access to funding. The parent entity has significant cash reserves and has confirmed its intention and ability to provide financial support to the Group for at least twelve months from the date of approval of these financial statements. Based on this support, the directors are satisfied that the Group has sufficient resources to meet its obligations as they fall due and to continue in operational existence for the foreseeable future. 

Page 22

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The functional currency of each entity within the Group is determined based on the primary economic environment in which it operates, which influences the pricing of goods and services, the settlement of transactions, and the generation of income. The functional currency reflects the currency that most faithfully represents the economic effects of the underlying transactions, events, and conditions within each entity. The Group's presentational currency is United States Dollar ($) and all figures are rounded to the nearest dollar $.
The entities in the Group have the following functional currencies: 
• Bacasable UK Limited: British Pounds Sterling (£), as the majority of the company’s transactions, revenues, and expenses are denominated in GBP, reflecting its operations within the United Kingdom.
• Cualit Eng. LTDA.: Uruguayan Peso (UYU), as the company operates primarily within Uruguay and its transactions are largely influenced by the local economy, where the UYU is the primary currency for settling transactions.
• The Sandbox Inc.: United States Dollar (USD), as the company’s activities are predominantly conducted in USD, with revenues and major expenses generated in this currency, which reflects the primary economic environment in which it operates.
• Sviper GmbH: Euro (€), as the company operates in Germany, where the Euro is the predominant currency used for transactions and represents the primary economic environment of the entity.
• TSB Japan, LLC: Japanese Yen (¥), as the company operates in Japan, where the Japanese Yen is the predominant currency used for transactions and represents the primary economic environment of the entity.

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.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 23

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 includes intercompany recharges for services provided within the group when all the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group 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

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
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 Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

  
2.9

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

Page 24

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 25

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life, which is 5 years.

Other intangible assets

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Intellectual property
Intellectual property consists of upfront minimum guarantee payments. The asset is initially measured at cost, which includes the minimum guarantee payment and any directly attributable costs necessary to prepare the asset for its intended use.
The asset is amortised over the period in which the economic benefits are consumed and revenue is generated from the related royalties. This approach aligns the amortisation expense with the recognition of royalty income, thereby reflecting the pattern in which the asset's economic benefit's are realised by the company.
Amortisation commences when the asset is available for use, typically when the intellectual property is legally protected and ready to generate royalty revenues. The amortisation method used is the units of production method, where the amortisation charge for each period is determined by the ratio of royalty payments received to the total expected royalty payments over the useful lives of the intellectual property.
The recognised intellectual property is not yet available for use as it is pending the final stages of legal protection and has not begun generating royalty revenues. As such, amortisation has not commenced. The company will reassess the availability for use status at the end of each reporting period or upon significant developments that could affect the asset’s readiness for use.
Software
Software is amortised to the profit and loss account over its estimated economic life of 5 years. Following initial recognition, software is carried at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is recognised in the profit and loss account over the estimated useful life of the software, from the date that it is available for use.
The amortisation method reflects the pattern in which the asset's future economic benefits are expected to be consumed by the company.

Page 26

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Short-term leasehold property improvements
-
15 Years
Plant and machinery
-
5 Years
Fixtures and fittings
-
10 Years
Computer equipment
-
5 Years

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.

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment losses. The investments are assessed for impairment at each reporting period date and any impairment losses are recognised immediately in the profit or loss.

Page 27

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.



 
2.16

Financial instruments

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments i.e. 'SAFE' agreements (Simple agreements for future equity) which are financial instruments offering future equity in the issuing companies under certain predefined conditions, such as equity, liquidity and dissolution events. The assets are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value which is based on the future equity conversion terms and the probability of a triggering event. The changes in fair value are recognised in the profit or loss. 

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial assets have been adversely impacted. The
Page 28

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the assets original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors and loans due to fellow group companies are initially measured at their transaction price. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.



Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Page 29

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The key judgements and estimates that have a significant impact on the amounts recognized in the financial statements include:
• Functional Currency: Determining the functional currency of each entity in the Group involves a judgement based on the primary economic environment in which the entity operates. This includes evaluating the currency that mainly influences sales prices, labour costs, and other inputs.
• Contingent Consideration: The recognition and measurement of contingent liabilities requires judgement regarding the likelihood and timing of potential outflows of resources. These assessments are based on the probability of an event occurring and are adjusted as more information becomes available. The carrying amount of the contingent consideration at the year end was $8,425,937 (2022: $10,445,756).
• Amortisation Rates: The determination of amortisation rates for intangible assets requires judgement regarding the useful lives of those assets. This is based on the anticipated period over which the assets will generate economic benefits, which can involve a degree of estimation, particularly for assets related to technological developments.
• Valuation of SAFE Agreements: The valuation of Simple Agreement for Future Equity (SAFE) agreements requires significant judgement, particularly in determining the fair value of the instruments at reporting date. This involves estimating the future equity conversion terms and the probability of triggering events. Due to the fact that there were no triggering events in the current year, the SAFE Agreements have been recognised at cost. The valuation of the SAFE agreements at the year end was $3,134,116 (2022: $1,147,870).


4.


Turnover

The whole of the turnover is attributable to rendering of services.

Analysis of turnover by country of destination:

Year ended
31 December
Period ended
31 December
2023
2022
$
$

United Kingdom
282,724
117,997

Rest of Europe
4,104,310
95,391

Rest of the world
14,987,002
7,719,797

19,374,036
7,933,185


Page 30

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Other operating income

Year ended
31 December
Period ended
31 December
2023
2022
$
$

Other operating income
6,561
1,496

Sundry income
-
1,481

6,561
2,977



6.


Operating loss

The operating loss is stated after charging:

Year ended
31 December
Period ended
31 December
2023
2022
$
$

Exchange differences
(1,407,059)
36,624


7.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:


Year ended 31 December 2023
Period ended 31 December 2022
$
$



Depreciation
249,287
53,564

Amortisation
5,023,083
1,950,189

Exchange differences
(1,398,357)
36,624

Impairment of unlisted investments
247,645
1,909,679

4,121,658
3,950,056

Page 31

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


Year ended
31 December
Period ended
31 December
2023
2022
$
$

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
56,470
61,845


9.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$


Wages and salaries
13,899,848
5,439,741
618,905
-

Social security costs
1,053,615
432,299
57,082
-

Cost of defined contribution scheme
10,803
-
10,803
-

14,964,266
5,872,040
686,790
-


The average monthly number of employees, including the Directors, during the year was as follows:



Group
Group
Company
Company
      Year ended
     31 December
     Period ended
      31 December
      Year ended
     31 December
     Period ended
      31 December
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
154
84
8
-

Page 32

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest receivable

Year ended
31 December 
Period ended
31 December
2023
2022
$
$


Other interest receivable
108
13

108
13


11.


Interest payable and similar expenses

Year ended
31 December 
Period ended
31 December
2023
2022
$
$


Bank interest payable
-
22

-
22


12.


Taxation


Year ended
31 December
Period ended
31 December
2023
2022
$
$


Foreign tax


Foreign tax on income for the year
18,883
-

18,883
-

Total current tax
18,883
-

Deferred tax

Total deferred tax
-
-


18,883
-
Page 33

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.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 25% (2022 - 19%). The differences are explained below:

Year ended
31 December
Period ended
31 December
2023
2022
$
$


Loss on ordinary activities before tax
(22,329,846)
(4,110,575)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(5,582,462)
(781,009)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
5,329,502
368,576

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
79
-

Depreciation for year/period in excess of capital allowances
44,669
8,183

Unrelieved tax losses carried forward
208,212
404,250

Overseas taxes
18,883
-

Total tax charge for the year/period
18,883
-


Factors that may affect future tax charges

At the end of the reporting period the Company has unused tax losses available for offset against future profits. No deferred tax asset has been recognised due to the unpredictability of future profit streams. These tax losses do not have any expiry date.

Page 34

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets

Group





Computer software
Goodwill
Total

$
$
$



Cost


At 1 January 2023
385,727
23,514,315
23,900,042


Additions
497,611
-
497,611



At 31 December 2023

883,338
23,514,315
24,397,653



Amortisation


At 1 January 2023
10,317
1,939,872
1,950,189


Charge for the year on owned assets
431,252
256,435
687,687


Impairment charge
-
21,318,008
21,318,008



At 31 December 2023

441,569
23,514,315
23,955,884



Net book value



At 31 December 2023
441,769
-
441,769



At 31 December 2022
375,410
21,574,443
21,949,853

Amortisation charge is recognised in administrative expenses in the statement of comprehensive income.
During 2023, the Group conducted a thorough impairment review in accordance with IAS 36 Impairment of Assets, triggered by changes in market conditions and a reassessment of the strategic outlook for the acquired businesses. This analysis was aided by the closure of the Germany subsidiary in mid-2025. The review indicated that the recoverable amounts of the cash-generating units (CGUs) associated with these acquisitions had declined materially, primarily due to increased cost structures and evolving strategic priorities that reduced the valuation of goodwill originally recognized. As a result, a material impairment charge of $21,318,008 was recognized against the carrying value of goodwill during the year. This adjustment reflects a prudent reassessment of the Group’s expectations and aligns the carrying amounts of the CGUs with their recoverable amounts based on updated financial projections and industry aligned discount rates.



Page 35

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           13.Intangible assets (continued)

Company




Computer software

$



Cost


Additions
497,611



At 31 December 2023

497,611



Amortisation


Charge for the year
111,032



At 31 December 2023

111,032



Net book value



At 31 December 2023
386,579



At 31 December 2022
-

Page 36

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Short-term leasehold property improvements
Plant and machinery
Fixtures and fittings
Computer equipment
Total

$
$
$
$
$



Cost or valuation


At 1 January 2023
20,000
218,047
60,979
54,812
353,838


Additions
649,187
160,410
191,682
285,379
1,286,658



At 31 December 2023

669,187
378,457
252,661
340,191
1,640,496



Depreciation


At 1 January 2023
20,000
13,351
2,715
24,191
60,257


Charge for the year on owned assets
15,119
104,046
25,615
33,897
178,677



At 31 December 2023

35,119
117,397
28,330
58,088
238,934



Net book value



At 31 December 2023
634,068
261,060
224,331
282,103
1,401,562



At 31 December 2022
-
204,696
58,264
30,621
293,581




The net book value of land and buildings may be further analysed as follows:


2023
2022
$
$

Short leasehold
634,068
-

634,068
-


Page 37

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Group





Unlisted investments

$



Cost or valuation


At 1 January 2023
1,147,870


Additions
2,131,421



At 31 December 2023

3,279,291



Impairment


Charge for the period
247,645



At 31 December 2023

247,645



Net book value



At 31 December 2023
3,031,646



At 31 December 2022
1,147,870

Page 38

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies
Unlisted investments
Total

$
$
$



Cost or valuation


At 1 January 2023
26,089,801
1,147,870
27,237,671


Additions
24,157
2,131,421
2,155,578



At 31 December 2023
26,113,958
3,279,291
29,393,249



Impairment


Charge for the period
22,354,888
247,645
22,602,533



At 31 December 2023

22,354,888
247,645
22,602,533



Net book value



At 31 December 2023
3,759,070
3,031,646
6,790,716



At 31 December 2022
26,089,801
1,147,870
27,237,671

Page 39

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Cualit Eng Ltda
Juan Díaz de Solis esquina 2 de Febrero. Edificio GalaPuerto local SS 101,Punta del Este, Maldonado,Uruguay
Ordinary
99%
The Sandbox US Inc
9000 Washington Blvd Culver City, CA 90232, USA
Ordinary
100%
Sviper Gmbh
Schanzenstraße 12b, 20357, Hamburg, Germany
Ordinary
100%
TSB Japan, LLC
3-1-3, Minami-Aoyama, Minato-ku, Tokyo, Japan.
Ordinary
100%

TSB Japan, LLC was incorporated on 29 November 2022 and included within additions in this financial year.
During 2023, the Group conducted a thorough impairment review in accordance with IAS 36 Impairment of Assets, triggered by changes in market conditions and a reassessment of the strategic outlook for the acquired businesses. This analysis was aided by the closure of the Germany subsidiary in mid-2025. The review indicated that the recoverable amounts of the cash-generating units (CGUs) associated with these acquisitions had declined materially, primarily due to increased cost structures and evolving strategic priorities that reduced the valuation of goodwill originally recognized. As a result, a material impairment charge of $21,318,007 was recognized against the carrying value of $23,514,314. This adjustment reflects a prudent reassessment of the Group’s expectations and aligns the carrying amounts of the CGUs with their recoverable amounts based on updated financial projections and industry aligned discount rates.


16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$


Trade debtors
88,763
545,668
-
118,920

Other debtors
772,366
349,760
65,834
2,384

Prepayments and accrued income
518,656
30,174
-
-

1,379,785
925,602
65,834
121,304


Page 40

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Cash at bank and in hand
2,302,457
2,974,633
148,211
403,256

2,302,457
2,974,633
148,211
403,256



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Payments received on account
1,317,344
251,900
-
-

Trade creditors
241,374
214,731
44,072
12,186

Amounts owed to group undertakings
25,579,415
18,877,989
25,600,577
18,877,989

Corporation tax
883
-
-
-

Other creditors
9,891,871
11,677,882
8,657,944
10,445,756

Accruals and deferred income
6,071
5,899
-
-

37,036,958
31,028,401
34,302,593
29,335,931


Included in Other creditors in 31 December 2023 was $8,425,937 is in relation to the acquisition of a subsidiary. Bacasable UK Limited are required to make a number of payments over the 3 year earn out period. This amount is recognized as a liability in the consolidated statement of financial position.
Amounts due to group undertakings are unsecured, interest free and repayable on demand.

Page 41

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$

Financial assets

Financial assets measured at fair value through profit or loss
3,134,116
1,147,870
3,134,116
1,147,870




Financial assets measured at fair value through profit or loss comprise various Simple Agreements for future equity ("SAFEs"), these offer potential future equity in the issuing companies under certain predefined conditions, such as Equity Financing, Liquidity Events, and Dissolution Events. As of the reporting date, there have been no triggering events (e.g., equity financing rounds or substantial operational changes) that would prompt a reassessment of the valuation. Therefore, these SAFEs are carried at their cost, which reflects the expenditure incurred in acquiring the instruments. 
This measurement is appropriate in the absence of an active market and given the illiquid nature of the SAFEs, and is justified due to the lack of reliable fair value measurement options.
The valuation of the SAFEs will be reassessed if and when triggering events, such as significant equity financing rounds or substantial operational changes in the issuing entities, occur.


20.


Share Capital

Authorised, allotted, called up and fully paid
1,000,000 (2022 - 1,000,000) Ordinary shares of £0.0001 converted at the historical rate of £1 to $1.36.  
The ordinary shares rank pari passu in all respects. They carry equal rights to dividends, voting, and capital distributions (including upon winding up) and have no special rights or restrictions attached. Each ordinary share carries one vote at a shareholders’ meeting and the right to receive dividends as declared by the board of directors.







21.


Reserves

Foreign Currency translation reserve

The Foreign Currency Translation Reserve arises from the translation of the financial statements of the Group's foreign operations from their functional currencies into the presentation currency (USD). The reserve reflects the cumulative gains and losses from exchange rate differences that occur when translating the net assets of subsidiaries and foreign operations.

Profit and loss account

Cumulative profit and losses of the group.

Page 42

 
BACASABLE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Pension commitments

Pension costs of $10,803 (2022 - $nil) were charged to the profit and loss in relation to a defined contribution scheme.
At the reporting date there was a $nil (2022 - $nil) pension creditor.


23.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
$
$

Not later than 1 year
1,009,562
-

Later than 1 year and not later than 5 years
4,901,881
-

Later than 5 years
2,686,510
-

8,597,953
-


24.


Related party transactions

The Group has taken advantage of the exemption under FRS102 section 33 paragraph 1a and therefore has not reported the related party transactions or balances of companies within the group.


25.


Controlling party

The Groups immediate parent undertaking is Bacasable Global Limited and ultimate parent undertaking is Animoca Brands Corporation Limited. Animoca Brands Corporation Limited holds a majority of voting rights.
There is no ultimate controlling party.

 
Page 43