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Registered number: 08964152
THE BIG EXCHANGE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
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THE BIG EXCHANGE LIMITED
CONTENTS
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Statement of changes in equity
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Notes to the financial statements
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THE BIG EXCHANGE 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:08964152
THE BIG EXCHANGE LIMITED
BALANCE SHEET
AS AT 31 MARCH 2020
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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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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime within Part 15 of the Companies Act 2006 and in accordance with Section 1A of Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The profit and loss account and directors' report have not been filed.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 March 2021.
The notes on pages 4 to 11 form part of these financial statements.
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THE BIG EXCHANGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2020
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Comprehensive income for the year
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Loss for the year (as restated)
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Total comprehensive loss for the year (as restated)
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Shares issued during the year
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Total transactions with owners
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At 31 March 2019 and 1 April 2019 (as restated)
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Shares issued during the year
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Total transactions with owners
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
The Big Exchange Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 113-115 Fonthill Road, London, N4 3HH.
The financial statements are presented in Sterling (£).
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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The company is the parent undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the company as an individual and not about its group.
The following principal accounting policies have been applied:
On 30 January 2020 the World Health Organisation declared Coronavirus (COVID-19) a public health emergency. There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a potential pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak or similar health epidemic is highly uncertain and subject to change.
The company is subject to a number of risks similar to those of other development stage investment platform companies. These risks include, amongst others, generation of revenues from the successful build and launch of the investment platform together with an integrated mobile application. The platform has had a soft launch recently ahead of schedule in advance of the ISA transfer season. Ultimately, the realisation of profitable operations is dependent on future uncertain events which include obtaining adequate financing to fulfil the company’s commercial and development activities and generating a level of revenue adequate to support the company’s cost structure.
The company has reported an operating loss for the year. These losses will continue in the current account year to 31 March 2021.
The company has carried out regular fund-raising exercises to date in order to provide the necessary capital for the company. The directors expect to continue to raise additional funding as and when required to cover the company’s development, primarily from issue of further shares or convertible loans to finance the company’s work programme. Should future fund raisings be lower than anticipated the directors will reduce expenditure as necessary.
The directors estimate that the cash held by the company together with known receivables will be sufficient to support the current level of activities for the year ending 31 March 2022. The directors are continuing to explore sources of finance available and based upon initial discussions with a number of existing and potential investors they have secured sufficient cash inflows for the company to continue its activities for not less than 12 months from the date of approval of these financial statements. Accordingly, they have therefore prepared the financial statements on a going concern basis.
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
Other operating income is recognised to the extent that it is probable that the economic benefits will flow to the company and can be reliably measured. Other operating income is from the receipt of non-equity gifts and is recognised on an accruals basis.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
No amortisation is applied on intangible assets that are not ready for use at the year end.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Investments in subsidiaries are measured at cost less accumulated impairment.
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
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 and cash and bank balances 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.
Financial liabilities
Basic financial liabilities, including trade and other creditors, and other loans 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.
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the balance sheet.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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The average monthly number of employees, including directors, during the year was 4 (2019 - 2).
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At 1 April 2019 (as restated)
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The investment platform development was not ready for use at the year end and subsequently no amortisation has been applied. The intangible asset is expected to be ready for use during the year ending 31 March 2021.
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
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Investments in subsidiary companies
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Called up share capital not paid
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
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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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Shares classified as equity
Allotted, called up and fully paid
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5,420,000 (2019 - 4,800,000) Ordinary shares of £0.001 each
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On 26 September 2019 the company issued 620,000 Ordinary shares of £0.001 each at £1 per share, raising proceeds of £624,800.
Intangible fixed assets totalling £83,002 and consultancy costs totalling £101,978 were omitted from inclusion in the prior year financial statements.
As a result of the correction of this error, administrative expenses reported in the year ended 31 March 2019 have increased by £101,978 and intangible fixed assets reported at the same date increased to £83,002 (see note 4). A corresponding increase in accruals in respect of these items has been recorded totaling £184,980 (see note 7). These transactions have also resulted in a research and development tax credit claim for 2019 which has given rise to restatement of tax recoverable of £23,565 (see Note 6).
The overall impact of these adjustments is an increase of £78,413 to the loss after tax reported for the year ended 31 March 2019 and an increase of the same amount to the profit and loss account brought forward at 1 April 2019.
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THE BIG EXCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
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Post balance sheet events
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On 16 August 2020 the company signed a loan to equity agreement that converted the £150,000 loan to share capital after the year end.
In the opinion of the directors, the company's ultimate controlling party is The Big Issue Group Limited, a company incorporated in England.
The auditor's report on the company's full financial statements was unqualified. Those financial statements were audited by Blick Rothenberg Audit LLP and the auditor's report thereon was signed by Darsh Shah (senior statutory auditor).
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