|
Registered number: 07043809
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
AUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
REGISTERED NUMBER:07043809
|
BALANCE SHEET
AS AT 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
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 statement of income and retained earnings 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 2 to 10 form part of these financial statements.
Page 1
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
B3 S.A. - Brasil, Bolsa, Balcao UK Ltd is a private company, limited by shares and incorporated in England and Wales, registration number 07043809. The registered office address is Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are rounded to nearest £.
The following principal accounting policies have been applied:
|
|
|
Compliance with accounting standards
|
The financial statements have been prepared using FRS102, the financial reporting standard applicable in the UK and Republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from that standard.
The financial statements have been prepared on a going concern basis because the parent company and sole customer will continue to require the services of the Company for the forseeable future. In addition the parent company will not seek repayment of its loan to the detriment of the Company being able to continue as a going concern.
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 discounts, rebates, value added tax and other sales taxes.
The Company provides marketing services to its parent at a mark up. Revenue is recognised in the period the related expenses are incurred.
Page 2
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
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 the statement of income and retained earnings.
|
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to statement of income and retained earnings on a straight-line basis over the lease term.
Interest income is recognised in the statement of income and retained earnings using the effective interest method.
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.
Page 3
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. 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.
|
|
|
Current and deferred taxation
|
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.
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.
Page 4
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
|
Tangible fixed assets (continued)
|
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:
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.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Page 5
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) 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.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. 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.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
Page 6
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In preparing these financial statements, management is required to make judgements, estimates and
assumptions which affect expected reported income, expenses, assets and liabilities and disclosure of
contingent assets and liabilities. Use of available information and application of judgement are inherent in
the formation of estimates, together with past experience and expectations of future events that are
believed to be reasonable under the circumstances. Actual results in the future could differ from such
estimates.
Management do not consider the Company to have any key sources of estimation uncertainty nor
significant judgements or assumptions in preparing these financial statements.
|
|
The average monthly number of employees, including directors, during the year was 5 (2023 - 5).
|
Page 7
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are interest free and repayable on demand.
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax losses carried forward
|
|
|
Page 8
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
1 (2023 - 1) Ordinary share of £100.00
|
|
|
Other reserves
Other reserves represents capital contribution made by the parent company. Other reserves are distributable.
Profit and loss account
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
|
|
|
|
|
The Company operates a share based payment plan for employees. Participants are granted awards under the plan in the form of an option with an exercise price of £nil. The option awards are subject to ongoing service and vest equally over a four year period. The Company has the choice of settlement in cash or shares of the parent undertaking.
The number of shares options outstanding at the start of the period amounted to 274,687 (2023 - 263,925) shares granted during the period was 98,768 (2023 - 111,025).
No shares were forfeited or expired during the period and there was no modifications to share awards in the period. The number of shares exercised in the period was 88,006 (2023 - 68,366).
The total expense recognised in the profit and loss account, in respect of the share award, for the year was £149,880 (2023 - £199,914). The liability at the year end arising from share-based payment transactions amounted to 149,880 (2023 - £199,914). The liability is paid in full in January following the period end.
The fair value of the share awards was determined by management using the stock market closing price on the fifth business day of the year.
|
|
|
Commitments under operating leases
|
|
|
At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
Page 9
|
|
|
|
|
B3 S.A. - BRASIL, BOLSA, BALCAO UK LTD
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Related party transactions
|
|
|
The Company has taken advantage of FRS 102 Section 33 paragraph 1A not to disclose transactions and balances with wholly owned group members.
|
|
|
Post balance sheet events
|
In January 2025 the Company declared a dividend of £500,000 to be paid from distributable reserves.
The parent undertaking is B3 S.A. – Brasil, Bolsa Balcão, a company incorporated in Brazil and registered address and place of business is Praca Antonio Prado, 48 Sáo Paulo, Sáo Paulo 01010-901 Brazil.
The smallest and largest group of undertakings into which the results of the Company are consolidated is
headed by B3 S.A. – Brasil, Bolsa Balcão. The consolidated financial statements can be obtained from its registered office.
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 8 September 2025 by Thomas Clark ACA (Senior Statutory Auditor) on behalf of Wellden Turnbull Limited.
Page 10
|