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Registered number: 13792900
LIQUIDITY CAPITAL UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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LIQUIDITY CAPITAL UK LIMITED
CONTENTS
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Statement of changes in equity
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Notes to the financial statements
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LIQUIDITY CAPITAL UK LIMITED
COMPANY INFORMATION
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Blick Rothenberg Audit LLP
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Chartered Accountants & Statutory Auditor
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REGISTERED NUMBER:13792900
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LIQUIDITY CAPITAL UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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REGISTERED NUMBER:13792900
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LIQUIDITY CAPITAL UK LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
The notes on pages 5 to 17 form part of these financial statements.
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LIQUIDITY CAPITAL UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Foreign currency reserve movement and share option charge
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Foreign currency reserve movement and share option charge
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 5 to 17 form part of these financial statements.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Liquidity Capital UK Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 27 Kingly Street, London, W1B 5QE.
The financial statements are presented in US Dollars ($). The functional currency of the company is Sterling (£). Monetary amounts in these financial statements are rounded to the nearest $.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
∙the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 74A(b) of IAS 16
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Liquidity Capital M.C Ltd as at 31 December 2024 and these financial statements may be obtained from Derech Menachem Begin 154, Tel Aviv-Yafo Israel.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The company provides sales and marketing support services to Liquidity Capital M.C. Ltd, its ultimate parent company, and as such is inextricably linked, both operationally and financially to its parent. The directors of the company have received assurances from the company's parent company confirming its intention to support the company for a period of at least twelve months from the date of approval of these financial statements. Having considered the financial results and position of the parent and after having made enquiries of the directors of the parent undertaking, the directors have a reasonable expectation that the parent undertaking will continue to be able to provide financial support to the company.
Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements
Revenue represents amounts receivable for services. The services are rendered to Liquidity Capital M.C. Ltd, the company's ultimate parent undertaking, under a cost plus arrangement in relation to certain expenses.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional currency is Sterling (£). This differs from the presentational currency which is USD ($). The reason for the difference is to align the presentational currency to that of the parent company.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
At the inception of the contract, the company assesses whether a contract is, or contains, a lease, based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The company recognises a right-of-use asset and a lease liability at the commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement day and any initial direct costs, less any lease incentives received. The assets are depreciated over the shorter period of the lease term and useful life of the underlying asset on a straight line basis. The lease term includes periods covered by an option to extend if the company is reasonably certain to exercise that option.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, then the company uses its incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising in rate, extension or termination options.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.
Interest income is recognised in profit or loss using the effective interest method.
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.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The group to which this company belongs issues equity settled options over the ultimate parent company's equity to employee of the company. The company measures the services received from its employees in accordance with the requirements applicable to equity-settled share-based payment
transactions, and recognises a corresponding increase in equity as a contribution from the parent. Share options are measured for fair value at the date of grant.
Where share options are awarded to employees, the fair value of the options at the date of the grant is charged to profit or loss over the vesting period, calculated on a grading vesting basis. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 balance sheet date.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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Leasehold property assets
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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.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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 company after deducting all of its liabilities.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Ordinary shares are classified as equity.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the company’s accounting policies, which are described in note 2, the following
judgments and key estimates have been made by the directors:
Share based payments
The company participates in an equity settled share based payment arrangement in which share options in its ultimate parent company are issued to employees of the company. The fair value of the options is calculated using the binomial option methodology, and the market value of the shares at the grant date is estimated using a market valuation approach. The assumptions used in this valuation are set out in note 13 to the financial statements.
Incremental borrowing rate
The company makes an estimate of the incremental borrowing rate which is used to calculate the present value of lease obligations on agreements entered into that do not contain an implicit interest rate. When assessing the incremental borrowing rate, management consider current interest rates on group loans and interest rates available in the market place. Any adjustment to the discount rate would have an impact on the value of the financial liabilities. See note 9 for the future minimum lease payments and the present value of minimum lease payments.
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The average monthly number of employees, including the directors, during the year was as follows:
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Long-term leasehold property
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Short-term leasehold assets
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Charge for the year on owned assets
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Charge for the year on right-of-use assets
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Long-term leasehold property comprises right-of-use assets.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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Other debtors includes a deposit in relation to the property lease.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Company as a lessee
At 31 December 2024, the company is committed to $3,686,977 (2023: $918,105) of future lease payments, none of which relates to short-term leases. The carrying amount of the lease liabilities approximates to the fair value.
The company's obligations are secured by the lessors' title to the leased office which has a carrying value of $2,996,721 (2023: $772,641). The company does not face a significant liquidity risk with regard to its lease liabilities and these are monitored as part of the overall process of managing cash flows.
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Impact of foreign currency translation
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Amounts recognised in profit or loss
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Depreciation of right of use asset
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Interest expense on lease liabilities
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Accelerated capital allowances
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Foreign currency revaluation
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Allotted, called up and fully paid
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100 (2023 - 100) Ordinary shares of £1.00 each
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Foreign exchange reserve
Foreign exchange reserve comprises the total foreign exchange differences arising on the translation of assets, liabilities and equity from functional to reporting currency.
Other reserves
Other reserves comprise equity settled share option charges.
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LIQUIDITY CAPITAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The company participates in an equity settled share based payment arrangement in which share options in its ultimate parent company are issued to employees of the company.
The fair value determined at the grant date is expensed on a graded vesting basis over the vesting period. The fair value of the options is calculated using the binomial option methodology.
The market value of the shares at the grant date is estimated using a market valuation approach, using some of the following assumptions:
- risk free rates ranging between 1.64% and 4.85%,
- volatility rates ranging between 27.62% and 30.03%, and
- a retention rate of 100%.
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Related party transactions
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As permitted by FRS 101 the company has taken advantage of the exemption contained in IAS 24 Related Party Disclosures to not disclose related party transactions entered into between two or more members of a group, provided that any a subsidiary which is a party to the transaction is wholly owned by such a member.
Besides transactions between the company's parent, there were no other transactions with related parties.
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Post balance sheet events
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On 22 January 2025, the Company exited its lease for the office space at 2nd Floor, 27 Kingly Street, London, W1B 5QD, as the company secured new leasehold office space prior to the year end. The estimated financial effect of the lease exit is a gain of $8,722, which includes the derecognition of the lease liability and right-of-use asset, net of early termination expenses.
The smallest group for which consolidated financial statements are drawn up is headed by Liquidity Capital M.C Ltd, whose registered office address is Derech Menachem Begin 154, Tel Aviv-Yafo, Israel. Liquidity Capital M.C Ltd
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 3 March 2025 by Simon Mayston (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
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