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Registered number: 04562101














BGB HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 
BGB HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
L Gallucci 
F Borri 
M Bisatto 




Registered number
04562101



Registered office
1st Floor
21-22 Grosvenor Street

London

W1K 4QJ




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
BGB HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated statement of financial position
 
10
Company statement of financial position
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14
Notes to the financial statements
 
15 - 29


 
BGB HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The Director presents his Group strategic report for the year ended 31 December 2024.

Business review
 
In the current year the Group reported a loss before tax of £311,625 (2023 - £88,720) and management and performance fees of £1,202,768 (2023 - £961,163).
The results and the financial position of the Group at the period end were considered satisfactory by the Directors in light of the market and economic conditions. The Directors expect growth in the foreseeable future

Principal risks and uncertainties
 
Market risk
Market risk remains the most important as adverse market conditions will undermine the funds' performance and possibly result in the withdrawal of funds by investors. This risk is mitigated by analysing investment risks and then carefully diversifying investments.
 
Operational risk
The main operational risk involves the Directors being incapacitated and unable to perform fund management duties. This has been mitigated by arrangements in place with the administrators of the funds where necessary.
 
Regulatory risk
The regulatory risk facing the Group is minimal as the Group has employed external regulatory consultants to periodically review its regulatory compliance and provide regulatory advice where necessary.
Foreign currency risk
The Group has a limited exposure to FX risk; its majority incomes are in Euros. The Group is aware of this but currently does not hedge this exposure as a lot of the expenses are in Euros.

Financial key performance indicators
 
The Directors consider the level of fee income to be the key performance indicator for the Group. Given the straightforward nature of the business, the Group's directors are of the opinion that analysis using any other KPIs is not necessary for an understanding of the development, performance or position of the business.

Page 1

 
BGB HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Group
 
The Board of Directors of BGB Holdings Limited consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act) in the decisions taken during the financial year ended 31 December 2024
Consideration of long-term consequences are an inherent part of the Group's decision-making processes. As a privately-owned group, the Board considers that the interests of the Group and its shareholder are aligned in seeking sustainable value creation over the longer term through it's operations, promoting long term strategic decision-making. These factors also drive a continuing focus on the maintenance of durable relationships with stakeholders, built on the Group's reputation with clients and suppliers.
The Group operates in a sector characterised by long term relationships with stakeholders. Maintaining a reputation for high standards of business conduct is vital and the Group expects all members of the supply chain to always act with integrity, acting openly, honestly and ethically. The Group has zero tolerance to fraud and consistently maintains effective oversight and scrutiny processes, executed with independence and impartiality. Integrity is underpinned with policies in relation to bribery and corruption, data protection, equality, diversity and inclusion, modern slavery, fraud and whistleblowing, each of which is reinforced through appropriate measures.


This report was approved by the board on 29 September 2025 and signed on its behalf.





L Gallucci
Director

Page 2

 
BGB HOLDINGS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The Directors who served during the year were:

L Gallucci 
F Borri 
M Bisatto 

Results and dividends

The loss for the year, after taxation, amounted to £255,447 (2023 - loss £74,124).

The Directors do not recommend a final dividend.

Directors' responsibilities statement

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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Future developments

There are no plans which will significantly change the activities and risks of the Group.

Engagement with employees

The Group has continued throughout the year to provide employees with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the Group's performance and of any significant organisational changes.

Page 3

 
BGB HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with suppliers, customers and others

The Group does not confirm to any code or standard regarding payment practice. However, it is the Group's policy to settle the terms of payment with suppliers when business is agreed, to ensure that suppliers are made aware of them and to pay invoices in accordance with these terms.

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

There have been no significant events affecting the Group since the year end. 

Auditors

Under section 487(2) of the Companies Act 2006Sopher + Co 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 29 September 2025 and signed on its behalf.
 





L Gallucci
Director

Page 4

 
BGB HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BGB HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of BGB Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and 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 2024 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.


Emphasis of matter


We draw attention to note 21 of the financial statements, ‘contingent liabilities’, which explains the legal claims made against a subsidiary within the Group. Our opinion is not modified in this respect.


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 5

 
BGB HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BGB HOLDINGS LIMITED (CONTINUED)

Other information


The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 3, 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 6

 
BGB HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BGB HOLDINGS 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: 
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of similar businesses;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation:
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the Group’s remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the Group’s legal advisors.

 
Page 7

 
BGB HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BGB HOLDINGS LIMITED (CONTINUED)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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.


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.





Sean Brennan FCCA (Senior statutory auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

29 September 2025
Page 8

 
BGB HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
1,202,768
961,163

Cost of sales
  
(536,462)
(552,685)

Gross profit
  
666,306
408,478

Administrative expenses
  
(1,113,297)
(616,068)

Other operating income
 5 
126,109
105,160

Operating loss
 6 
(320,882)
(102,430)

Interest receivable and similar income
 11 
9,257
13,710

Loss before taxation
  
(311,625)
(88,720)

Tax on loss
 12 
56,178
14,596

Loss for the financial year
  
(255,447)
(74,124)

  

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(255,447)
(74,124)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 15 to 29 form part of these financial statements.

Page 9

 
BGB HOLDINGS LIMITED
REGISTERED NUMBER:04562101

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
As restated 2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
-
-

Tangible assets
 15 
14,746
17,175

  
14,746
17,175

Current assets
  

Debtors due after more than 1 year
 16 
22,318
22,318

Debtors due within 1 year
 16 
677,558
956,177

Bank and cash balances
  
176,185
412,580

Current liabilities
  
876,061
1,391,075

Creditors: amounts falling due within one year
 17 
(862,355)
(1,124,351)

Net current assets
  
 
 
13,706
 
 
266,724

Net assets
  
28,452
283,899


Capital and reserves
  

Called up share capital 
 19 
100
100

Profit and loss account
 20 
28,352
283,799

  
28,452
283,899


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.




L Gallucci
Director

The notes on pages 15 to 29 form part of these financial statements.

Page 10

 
BGB HOLDINGS LIMITED
REGISTERED NUMBER:04562101

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
As restated 2023
Note
£
£

Fixed assets
  

Investments
 14 
113,000
113,000

Current assets
  

Debtors
 16 
579,960
521,768

Bank and cash balances
  
1,316
84

  
581,276
521,852

Current liabilities
  

Creditors: amounts falling due within one year
 17 
(658,933)
(604,150)

Net current liabilities
  
 
 
(77,657)
 
 
(82,298)

  

  

Net assets
  
35,343
30,702


Capital and reserves
  

Called up share capital 
 19 
100
100

Profit and loss account
 20 
35,243
30,602

  
35,343
30,702


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.




L Gallucci
Director

The notes on pages 15 to 29 form part of these financial statements.

Page 11

 
BGB HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


At 1 January 2023
100
357,923
358,023
358,023



Loss for the year
-
(74,124)
(74,124)
(74,124)



At 1 January 2024
100
283,799
283,899
283,899



Loss for the year
-
(255,447)
(255,447)
(255,447)


At 31 December 2024
100
28,352
28,452
28,452


The notes on pages 15 to 29 form part of these financial statements.

Page 12

 
BGB HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
100
23,548
23,648



Profit for the year
-
7,054
7,054



At 1 January 2024
100
30,602
30,702



Profit for the year
-
4,641
4,641


At 31 December 2024
100
35,243
35,343


The notes on pages 15 to 29 form part of these financial statements.

Page 13

 
BGB HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(255,447)
(74,124)

Adjustments for:

Depreciation of tangible assets
4,474
5,283

Profit on disposal of tangible assets
(209)
-

Interest received
(9,257)
(13,710)

Taxation charge
(56,178)
(14,596)

Decrease in debtors
334,797
62,055

(Decrease) in creditors
(303,941)
(423,576)

Corporation tax received
-
3,040

Net cash generated from operating activities

(285,761)
(455,628)


Cash flows from investing activities

Purchase of tangible fixed assets
(3,560)
-

Sale of tangible fixed assets
1,725
-

Interest received
9,257
13,710

Net cash from investing activities

7,422
13,710

Cash flows from financing activities

Other new loans
41,944
296,871

Net cash used in financing activities
41,944
296,871

Net (decrease) in cash and cash equivalents
(236,395)
(145,047)

Cash and cash equivalents at beginning of year
412,580
557,627

Cash and cash equivalents at the end of year
176,185
412,580


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
176,185
412,580

176,185
412,580


The notes on pages 15 to 29 form part of these financial statements.

Page 14

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

BGB Holdings Limited is a limited company incorporated and domiciled in England and Wales, with its registered office address at 1st Floor, 21-22 Grosvenor Street, London, W1K 4QJ.
The principal activity of the Company during the year was that of a holding Company. The principal activity of the Group is that of investment advisory services.

2.Accounting policies

 
2.1

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of Group and its own subsidiaries ("the Group") as they formed 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 Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Turnover

Turnover comprises revenue recognised by the Group in respect of services supplied, exclusive of Value Added Tax.
Income is derived from two sources:
Management and advisory fees are recognised in the period in which services are provided.
Performance related fees are recognised in the period in which they become payable.

Page 15

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

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 Income Statement over its useful economic life.

 
2.5

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. 

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
-
over the period of the lease
Fixtures and fittings
-
15% straight line

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.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. 

Page 16

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Financial instruments

The Group only enters into transactions that result in basic financial instruments such as trade and other debtors, trade and other creditors, cash at bank and in hand, loans to related parties.
Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties.
Interest bearing borrowings, such bank loans, classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Thereafter they are stated at amortised cost using the effective interest method.
Cash and cash equivalents comprise cash balances and call deposits.

 
2.9

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is £ sterling.

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.

 
2.10

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.

 
2.11

Interest income

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

 
2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 17

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Provisions for liabilities

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.

 
2.14

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 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; 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 reporting date.


Page 18

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the accounting policies described above, management are required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may be different.
These estimates are reviewed on an ongoing basis. Revisions to these estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of revision and future periods if the revision affects both future and current periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Depreciation
Depreciation has been calculated on the fixed assets; the residual value and life of the asset has been estimated by the directors.
Accruals
Directors review the expected expenses based on their knowledge of the business and provide for these accordingly. 


4.


Turnover

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
105,080
-

Rest of Europe
1,097,688
961,163

1,202,768
961,163



5.


Other operating income

2024
2023
£
£

Other operating income
126,109
105,160


Page 19

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
4,474
5,283

Exchange differences
7,723
825

Other operating lease rentals
63,056
55,541

Defined contribution pension cost
3,430
3,296


7.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
22,000
15,963

Fees payable to the Company's auditors and their associates in respect of:

All non-audit services not included above
17,622
9,047

Page 20

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
217,197
171,555

Social security costs
22,182
14,001

Cost of defined contribution scheme
3,430
3,559

242,809
189,115


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Directors
3
3
3
3



Management and administration
2
4
2
4

5
7
5
7


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
127,500
15,000

Group contributions to defined contribution pension schemes
1,145
263

128,645
15,263



10.


Key management compensation

Key management is made up solely of the Directors and compensation paid to them during the year totaled £128,645 (2023 - £15,263)


11.


Interest receivable

2024
2023
£
£


Other interest receivable
9,257
13,710

Page 21

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Taxation


2024
2023
£
£



Deferred tax


Origination and reversal of timing differences
(56,178)
(14,596)


Taxation on loss on ordinary activities
(56,178)
(14,596)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 19% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(311,625)
(88,720)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2023 - 19%)
(59,209)
(16,857)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,913
3,601

Capital allowances for year in excess of depreciation
175
1,004

Utilisation of tax losses
(882)
(1,340)

Unrelieved tax losses carried forward
56,003
13,592

Movement in deferred tax
(56,178)
(14,596)

Total tax charge for the year
(56,178)
(14,596)


Factors that may affect future tax charges

At the balance sheet date the Group has estimated tax losses of £398,925 (2023 – £108,811) available to carry forward against future taxable profits.

Page 22

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2024
(393,626)



At 31 December 2024

(393,626)



Amortisation


At 1 January 2024
(393,626)



At 31 December 2024

(393,626)



Net book value



At 31 December 2024
-



At 31 December 2023
-



Page 23

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024 (as previously stated)
139,060


Prior Year Adjustment

(26,060)


At 1 January 2024 (as restated)
113,000



At 31 December 2024
113,000






Net book value



At 31 December 2024
113,000



At 31 December 2023 (as restated)
113,000


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Principal activity

Class of shares

Holding

BGB Weston Limited
Investment advisory services
Ordinary
100%

Page 24

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Tangible fixed assets

Group






Short-term leasehold property
Fixtures and fittings
Total

£
£
£



Cost


At 1 January 2024
12,492
97,812
110,304


Additions
-
3,560
3,560


Disposals
-
(1,515)
(1,515)



At 31 December 2024

12,492
99,857
112,349



Depreciation


At 1 January 2024
5,205
87,923
93,128


Charge for the year on owned assets
1,874
2,601
4,475



At 31 December 2024

7,079
90,524
97,603



Net book value



At 31 December 2024
5,413
9,333
14,746



At 31 December 2023
7,286
9,889
17,175

Page 25

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Debtors

Group
Group
Company
Company
2024
2023
As restated
2024
2023
As restated
£
£
£
£

Due after more than one year

Other debtors
22,318
22,318
-
-

22,318
22,318
-
-

Due within one year

Trade debtors
188,314
633,931
-
-

Amounts owed by group undertakings
-
-
353,039
291,450

Other debtors
267,919
229,421
192,848
200,058

Called up share capital not paid
100
100
100
100

Prepayments and accrued income
146,296
73,974
30,554
26,741

Deferred taxation
74,929
18,751
3,419
3,419

699,876
978,495
579,960
521,768



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Other loans
638,779
596,834
658,933
604,150

Trade creditors
122,956
183,700
-
-

Other taxation and social security
9,104
48
-
-

Other creditors
4,096
40,144
-
-

Accruals and deferred income
87,420
303,625
-
-

862,355
1,124,351
658,933
604,150


Page 26

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Deferred taxation


Group



2024


£






At beginning of year
18,751


Charged to profit or loss
56,178



At end of year
74,929

Company


2024


£






At beginning of year
3,419



At end of year
3,419

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
15,332
4,155
-
-

Tax losses carried forward
59,597
14,596
3,419
3,419

74,929
18,751
3,419
3,419


19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1 each
100
100



20.


Reserves

Profit and loss account

The profit and loss reserve contains the cumulative balance of retained profit and losses since the Company started trading. It is a distributable reserve.

Page 27

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Prior year adjustment

Prior year adjustment arose from the Company's holding in KH S.R.L. held as an investment disposed at cost. 


22.


Contingent liabilities

The Company's subsidiary, BGB Weston Limited, currently has ongoing legal claims made against it by third parties. Up to the date these financial statements were approved, the Directors do not believe that the claims will have any material financial impact on the Company and therefore, no provision is required to be recognised.


23.


Pension commitments

The Group contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £3,430 (2023 - £3,559). Contributions totaling £291 (2023 - £303) were payable to the fund at the Statement of Financial Position  date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
74,392
74,392

Later than 1 year and not later than 5 years
30,997
105,389

105,389
179,781
Page 28

 
BGB HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Related party transactions

At 31 December 2024, the Company owed £611,077 (2023 - £412,991) to Mechanema Investments Limited. Mechanema Investments Limited has a material interest held in the Company.
At 31 December 2024, the Company owed £47,855 (2023 - £47,855) to Spitfire Investment Holdings Limited. Spitfire Investments Holdings Limited has a material interest held in the Company.
At 31 December 2024, the Company was owed £27,550 (2023 - £26,060) by BGB Energy Ltd, a company in which M Bisatto and L Gallucci (resigned on 16/4/25) are also a directors.
At 31 December 2024, BGB Weston Limited was due £29,647 (2023 - £29,647) from Cordis Holdings Limited, a company in which L Gallucci is also a director.
At 31 December 2024, BGB Weston Limited was due £17,122 (2023 - £nil) from The Hub Minds Limited, a company in which L Gallucci was also a director (resigned on 24/02/25).
At 31 December 2024, BGB Weston Limited was due £44,010 (2023 - £140,233) to Lightbox Technologies S.A, a company in which F Borri is also a director.
The Company forms part of a wholly-owned group for which consolidated financial statements are publicly available and accordingly has taken advantage of the exemption allowed under section 33.1A of FRS 102 not to disclose transactions with other group companies.

 
Page 29