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Registered number: 04015697












ADENZA LIMITED (PREVIOUSLY KNOWN AS CALYPSO TECHNOLOGY LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 

ADENZA LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Directors' report
 
4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Statement of cash flows
 
13
Notes to the financial statements
 
14 - 30

 

ADENZA LIMITED
 
COMPANY INFORMATION


Directors
J Geller 
H Koutsoudakis 




Registered number
04015697



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Independent auditors
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

ADENZA LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The directors present their strategic report on the company for the year ended 31 December 2022.
The principal activity of the company during the year was to provide computer software product development and product implementation services, along with sales and marketing support services, to its parent company, Adenza, Inc. The Adenza group offers financial institutions and corporate treasuries an integrated trading, risk and processing platform for derivatives and treasury products.

Business review
 
The directors regard the performance of the company during the year as being satisfactory and are optimistic about the prospects for the coming years.
Following the invasion of Ukraine by Russia, Adenza concluded that its ongoing presence in Russia was inconsistent with its values as an organization and discontinued all operations in Russia by the end of 2022. Operations in Ukraine are continuing with some employee relocations to Adenza offices in other countries. The Group continues to monitor the situation in Ukraine, with high priority given to the safety of employees and the uninterrupted provision of service to customers.
The Group continues to adapt effectively to the unstable global economic situation, continuing to develop new opportunities and gaining market share from its competitors. Its ability to generate revenues and meet business targets is not expected to be adversely affected.
Beyond all the company’s and group’s economic indicators which are very strong, one of Adenza’s strengths is its ability to adapt and the flexibility of its employees.
The company continues to be remunerated for services provided to fellow Group companies. Such income has contributed to the improved profitability of the company as detailed below in the "financial key performance indicators" section of this report.

Financial key performance indicators
 
Given the nature of the company's operations, the directors consider its cost base, particularly in relation to staff and contractors costs, to be the key performance indicator. During the year under review, the company's staff costs, excluding share-based payments, decreased to £13,399,076 (2021 - £13,763,883). The use of contractors decreased during the year with such expenditure being £208,403 in 2022 and £286,649 in 2021. Other administrative expenses are tightly controlled.
Profit before tax for the year ended 31 December 2022 was £50,658,717 (2021 - £7,712,429).
The company continues to maintain a strong cash position of £1,890,205 at 31 December 2022 (2021 - £726,138). Net assets have increased from £9,605,919 as at 31 December 2021 to £58,941,424 as at 31 December 2022. The increase in assets is mainly driven by the investment of £37,578,508 in group subsidiaries, as part of a group restructuring project undertaken during the year. During the year the Company received dividends totalling £37,561,364 from its subsidiaries AxiomSL Holdings BV and AxiomSL Netherlands BV.
On 1 December 2022, AxiomSL Holdings B.V. was contributed by Adenza Group, Inc. to Adenza, Inc. and then to Adenza Ltd pursuant to a deed of contribution and transfer of shares.
On 30 December 2022, AxiomSL Holdings B.V., a 100% subsidiary of Adenza Limited, transferred it's 100% shareholdings in the legal entities detailed in note 12.

Page 2

 

ADENZA LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Research and development
 
The company has continued its software research and development activities during the year on behalf of the group.
Principal risks and uncertainties
The principal risks and uncertainties facing the business are people risk and business environment and market risks.
People risk
Employees are the company's key asset. The company's success relies on recruiting, retaining and motivating talented employees. The company has appropriate remuneration and staff engagement/development policies to mitigate this risk.

Business environment and market risks

The company's sole customer is its parent undertaking, Adenza Inc., whose revenues are concentrated in the financial markets software industry, which is highly competitive and undergoing change. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the company’s operations. The group continues to invest in software research and development to mitigate these risks.


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



H Koutsoudakis
Director

Date: 31 October 2023
Page 3

 

ADENZA LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Results and dividends

The profit for the year, after taxation, amounted to £49,318,361 (2021 - £6,492,224).

The directors have not recommended the payment of a dividend (2021: £nil).

Directors

The directors who served during the year were:

J Geller 
H Koutsoudakis 

Matters covered in the strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

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'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's auditors are aware of that information.

Post balance sheet events

On 19 January 2023, the entity changed its name from Calypso Technology Limited to Adenza Limited.
On 31 March 2023, the assets and liabilities of its direct subsidiary undertaking, AxiomSL Ltd., were transferred to Adenza Limited by way of an inter group transfer.
On 10 June 2023, Adenza Parent L.P. (Ultimate Holding Company) entered into a definitive Agreement and Plan of Merger to sell the entire capital of Adenza Holdings Inc., its immediate subsidiary undertaking, to Nasdaq Inc., a technology company serving the global financial system. Completion is subject to various regulatory and anti-trust reviews and approvals.

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





H Koutsoudakis
Director

Date: 31 October 2023
Page 4

 

ADENZA LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors are responsible for preparing the strategic report, the directors' report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 

ADENZA LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBER OF ADENZA LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2022

Opinion


We have audited the financial statements of Adenza Limited (the 'company') for the year ended 31 December 2022, which comprise the profit and loss account, the balance sheet, the statement of cash flows, the 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 company's affairs as at 31 December 2022 and of its profit 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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 

ADENZA LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBER OF ADENZA LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 5, 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 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 company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

ADENZA LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBER OF ADENZA LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

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 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:

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 company through discussions with directors and other management, and from our commercial knowledge and experience of the company;
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 company, 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 company’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; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected movements;
reviewed 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; and
enquiring of management as to actual and potential litigation and claims.

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.
 
Page 8

 

ADENZA LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBER OF ADENZA LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

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.





Christopher Shepherd (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

3 November 2023
Page 9

 

ADENZA LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 3 
29,675,787
24,018,268

Administrative expenses
  
(16,716,663)
(16,563,016)

Other operating income
 4 
150,000
259,523

Operating profit
 5 
13,109,124
7,714,775

Income from investments
 7 
37,561,364
-

Interest receivable and similar income
 8 
109
2,093

Interest payable and similar expenses
 9 
(11,880)
(4,439)

Profit before tax
  
50,658,717
7,712,429

Tax on profit
 10 
(1,340,356)
(1,220,205)

Profit for the financial year
  
49,318,361
6,492,224

There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.
Page 10


 
REGISTERED NUMBER:04015697
ADENZA LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 11 
627,934
50,413

Investments
 12 
37,578,508
-

  
38,206,442
50,413

Current assets
  

Debtors: amounts falling due within one year
 13 
23,721,546
14,091,467

Cash at bank and in hand
 14 
1,890,205
726,138

  
25,611,751
14,817,605

Creditors: amounts falling due within one year
 15 
(4,446,260)
(5,034,657)

Net current assets
  
 
 
21,165,491
 
 
9,782,948

Total assets less current liabilities
  
59,371,933
9,833,361

Creditors: amounts falling due after more than one year
 16 
(152,769)
-

Provisions for liabilities
  

Deferred tax
 17 
(130,189)
-

Other provisions
 18 
(147,551)
(227,442)

  
 
 
(277,740)
 
 
(227,442)

Net assets
  
58,941,424
9,605,919


Capital and reserves
  

Called up share capital 
 19 
200
100

Share premium account
 20 
17,044
-

Profit and loss account
 20 
58,924,180
9,605,819

Total equity
  
58,941,424
9,605,919


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2023.




H Koutsoudakis
Director

The notes on pages 14 to 30 form part of these financial statements.
Page 11

 

ADENZA LIMITED

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2021
100
-
2,727,667
2,727,767


Comprehensive income for the year

Profit for the financial year
-
-
6,492,224
6,492,224

Share based payments
-
-
385,928
385,928
Total comprehensive income for the year
-
-
6,878,152
6,878,152



At 1 January 2022
100
-
9,605,819
9,605,919


Comprehensive income for the year

Profit for the financial year
-
-
49,318,361
49,318,361
Total comprehensive income for the year
-
-
49,318,361
49,318,361


Contributions by and distributions to owners

Shares issued during the year
100
17,044
-
17,144


Total transactions with owners
100
17,044
-
17,144


At 31 December 2022
200
17,044
58,924,180
58,941,424
Page 12

 

ADENZA LIMITED

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Profit for the financial year
49,318,361
6,492,224

Adjustments for:

Depreciation of tangible assets
92,189
139,415

Interest paid
11,880
4,439

Interest received
(109)
(2,093)

Dividends received
(37,561,364)
-

Taxation charge
1,340,356
1,125,216

Decrease in debtors
391,658
219,969

(Increase) in amounts owed by groups
(10,021,737)
(9,281,147)

(Decrease)/increase in creditors
(620,844)
866,732

(Decrease)/increase in provisions
(79,891)
4,439

Corporation tax (paid)/received
(874,951)
-

Increase in share based payments
-
385,928

RDEC above the line tax credit
(150,000)
(259,523)

Net cash generated from operating activities

1,845,548
(304,401)


Cash flows from investing activities

Purchase of tangible fixed assets
(669,710)
(40,398)

Sale of tangible fixed assets
-
(4,659)

Purchase of fixed asset investments
(37,578,508)
-

Interest received
109
2,093

Dividends received
37,561,364
-

Net cash from investing activities

(686,745)
(42,964)

Cash flows from financing activities

Issue of ordinary shares
17,144
-

Interest paid
(11,880)
(4,439)

Net cash used in financing activities
5,264
(4,439)

Net increase/(decrease) in cash and cash equivalents
1,164,067
(351,804)

Cash and cash equivalents at beginning of year
726,138
1,077,942

Cash and cash equivalents at the end of year
1,890,205
726,138


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,890,205
726,138

1,890,205
726,138

Page 13

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Adenza Limited acts as a provider of computer software product development and product implementation services, along with: 
 
Provides sales and marketing support to its parent company, Adenza, Inc.
Provide management, governance and oversight services to affiliates which are from time to time providing services to parent company.
Provide services related to general management of global operations, as represented by the Executive of Adenza’s controlled group of companies and such services can include but are not limited to strategic planning, definition of operational processes, development of specific performance measures and long-term financial objectives, and consulting on business strategy.
 
The company is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH and its  principal place of business is 5th floor, 80 Cannon Street, London, EC4N 6AE.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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 United Kingdom and the Republic of Ireland ("FRS102")  and the Companies Act 2006.
 
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
 
Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel
compensation).
Section 26 Share based payments (disclosure of share based payments);

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group. Adenza Limited is a wholly owned subsidiary of Adenza Group Inc. and the results of Adenza Limited are included in the consolidated financial statements of Adenza Group. Inc. which are available upon request from Adenza Group Inc., The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA.

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. The directors consider this basis appropriate as the company has received a letter of financial support from its parent company.

Page 14

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.3

Revenue

Revenue from contracts to provide services is recognised in the period in which the services are provided. Revenue is recognised to the extent that it is probable that the company will receive the consideration due under the contract and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable, excluding value added tax.

 
2.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Leasehold improvements
-
5 years or length of lease whichever is less
Fixtures and fittings
-
33% to 67% straight line
Computer equipment
-
33% to 67% 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.

Page 15

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.5

Financial instruments

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 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.

Page 16

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  

2.5

Financial instruments (continued)

Financial liabilities
Basic financial liabilities, including trade and other creditors, 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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 17

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.7

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.

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

  
2.8

Share capital

Ordinary shares are classified as equity.

 
2.9

Foreign currency translation

Functional and presentation currency

The company'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.

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 'interest receivable and similar income' or 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 18

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Pensions

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.

  
2.12

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss account over the vesting period with a corresponding credit recognised in equity. 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 and loss account over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the profit and loss account is charged with fair value of goods and services received.

 
2.13

Operating leases

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.

 
2.14

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.15

Interest income

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

Page 19

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

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.

 
2.17

Current and deferred taxation

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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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.

  
2.18

Research and development

All research and development expenditure is written off to the profit and loss account in the year in which it is incurred.

Page 20

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Turnover

The whole of the turnover is attributable to the company's principal activity.

Analysis of turnover by country of destination:

2022
2021
£
£

United States of America
27,428,550
24,018,268

Ireland
2,247,237
-

29,675,787
24,018,268



4.


Other operating income

2022
2021
£
£

Research and development expense credit
150,000
259,523



5.


Operating profit

The operating profit is stated after charging:

2022
2021
£
£

Depreciation of tangible fixed assets
92,189
139,415

Exchange differences
37,949
56,431

Other operating lease rentals
519,482
564,711

Defined contribution pension cost
419,781
364,499

Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements
17,850
17,850

Fees payable to the companies auditor and its associates for other services to the group:
 
- Taxation compliance and company secretarial
6,060
2,513

  - Payroll services
21,960
16,612

  - Other services
1,500
12,219



Page 21

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Employees

Staff costs were as follows:


2022
2021
£
£

Wages and salaries
11,401,166
10,861,498

Social security costs
1,578,129
2,537,886

Share based payments
-
385,928

Cost of defined contribution scheme
419,781
364,499

13,399,076
14,149,811


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


        2022
        2021
            No.
            No.







Sales and marketing
11
8



Professional services
14
14



Research and development
30
29



Administration
14
17

69
68

The highest paid director received remuneration of £547,886 (2021: 256,071).


7.


Income from investments

2022
2021
£
£





Dividends received from subsidiary undertakings
37,561,364
-



8.


Interest receivable and similar income

2022
2021
£
£


Other interest receivable
109
2,093

Page 22

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Interest payable and similar expenses

2022
2021
£
£


Interest payable
11,880
4,439


10.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
2,354,814
1,278,955

Adjustments in respect of previous periods
(1,157,792)
(53,739)


Total current tax
1,197,022
1,225,216

Deferred tax


Origination and reversal of timing differences
143,334
(5,011)

Total deferred tax
143,334
(5,011)


Taxation on profit on ordinary activities
1,340,356
1,220,205
Page 23

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2021 -lower than) the standard rate of corporation tax in the UK of 19% (2021 -19%). The differences are explained below:

2022
2021
£
£


Profit on ordinary activities before tax
50,658,717
7,712,429


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 -19%)
9,625,156
1,465,362

Effects of:


Expenses not deductible for tax purposes
(26,507)
(36,614)

Capital allowances for year in excess of depreciation
-
14,947

Non-taxable dividend income
(7,136,659)
-

Adjustments to tax charge in respect of prior periods - current tax
(1,157,201)
(53,739)

Adjustments to tax charge in respect of prior periods - deferred tax
(591)
-

Research and development tax debit/(credit) claim
-
(20,809)

Deferred tax
36,158
(5,011)

Group relief
-
(143,931)

Total tax charge for the year
1,340,356
1,220,205

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements

Page 24

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Total

£
£
£



Cost


At 1 January 2022
1,117,064
644,851
1,761,915


Additions
403,835
265,875
669,710


Disposals
(1,117,064)
(268,931)
(1,385,995)



At 31 December 2022

403,835
641,795
1,045,630



Depreciation


At 1 January 2022
1,117,064
594,438
1,711,502


Charge for the year
36,121
56,068
92,189


Disposals
(1,117,064)
(268,931)
(1,385,995)



At 31 December 2022

36,121
381,575
417,696



Net book value



At 31 December 2022
367,714
260,220
627,934



At 31 December 2021
-
50,413
50,413


12.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
37,578,508



At 31 December 2022
37,578,508




Page 25

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

AxiomSL Holdings B.V.
Gustav Mahlerplein 109-115, 25th floor, 1082 MS Amsterdam, The Netherlands
Ordinary
100%
Adenza Ireland Limited*
Suite 6, Rineanna House, Shannon Free Zone Co. Clare, Shannon, Clare, Ireland
Ordinary
100%
Adenza Colombia S.A.S.*
Calle 6B sur 37, 45 Apto 1303, Medellin, Antiquia, Colombia
Ordinary
100%
AxiomSL Software Spain, S.L.*
Calle Gran Via, 28013, Madrid, Spain
Ordinary
100%
TOV AxiomSL*
Yaroslava Mudroho Street 30/32, Office 1, Kharkiv 61024, Ukraine
Ordinary
100%
Adenza Israel, Ltd.
2 Derech Agudat Sport, HaPo ' el, Jerusalem, 9695102, Israel
Ordinary
100%
AxiomSL Canada, Inc.
333 Bay Street, 2400, Toronto, Ontario, M5H 2T6, Canada
Ordinary
100%
AxiomSL Ltd.
5th Floor, 80 Cannon Street, London, EC4N 6HL, England
Ordinary
100%
Adenza Georgia LLC*
Ilia Chavchavadze Avenue No. 29, Vakedistrict, Tbilisi, Georgia
Ordinary
100%
Adenza Poland SOO Spolka Z Ograniczona Odpowiedzial Noscia
ul. Antoniego Slonimskiego 1/1A, 50-304 Wroclaw, Województwo dolnoslaskie, Poland
Ordinary
100%
AxiomSL, GmbH
Zeil 127, 4 Stock, 60313 Frankfurt am Main, Germany
Ordinary
100%
Adenza Netherlands B.V.
Gustav Mahlerplein - 109-115, 25th floor, 1082 MS Amsterdam, The Netherlands
Ordinary
100%
Adenza Singapore Pte. Ltd
14, Robinson Road, #06-01, Far East Finance Building, 048545, Singapore
Ordinary
100%
AxiomSL KK*
5-27-3, Sendagaya, Shibuya-ku, Tokyo, Japan
Ordinary
100%
AxiomSL Pty. Ltd.*
Nexia Sydney Pty Ltd, PO Box H195, Australia Square, NSW 1215, Australia
Ordinary
100%
Page 26

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

AxiomSL Ltd.*
Baker & McKenzie14th Floor, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong, China
Ordinary
100%
Axioma SD, LTD*
9 Lev Tolstoy Street, Letter A Premises 5-H Office 401, Saint Petersberg, 197022, Russian Federation
Ordinary
100%
* Indirect shareholdings
AxiomSL Ltd, a 100% owned subsidiary of AxiomSL Holdings B.V., which was incorporated in Dubai was held as at 31 December 2022, but dissolved subsequent to the year end. 
During the year, the operations in the Russian Federation were discontinued.

13.


Debtors

2022
2021
£
£


Amounts owed by group undertakings
23,041,008
13,019,271

Other debtors
127,562
479,636

Prepayments and accrued income
552,976
579,416

Deferred taxation
-
13,144

23,721,546
14,091,467



14.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
1,890,205
726,138


Page 27

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Creditors: amounts falling due within one year

2022
2021
£
£

Trade creditors
232,676
58,326

Corporation tax
592,569
277,164

Other taxation and social security
439,455
814,560

Accruals
3,181,560
3,884,607

4,446,260
5,034,657



16.


Creditors: amounts falling due after more than one year

2022
2021
£
£

Accruals
152,769
-


17.


Deferred taxation




2022


£






At beginning of year
13,144


Charged to profit or loss
(143,333)



At end of year
(130,189)

The deferred taxation balance is made up as follows:

2022
2021
£
£


Accelerated capital allowances
(130,189)
13,144

(130,189)
13,144

The net deferred tax liability expected to reverse in 2023 is £130,189.

Page 28

 

ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

18.


Provisions




Dilapidations

£





At 1 January 2022
227,442


Charged to profit or loss
(79,891)



At 31 December 2022
147,551

Dilapidation
A provision has been recognised in respect of costs expected to be incurred in returning the leased property back to its original condition. It is expected that these costs will be incurred at the termination of the lease.


19.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



200 (2021 - 100) Ordinary shares of £1.00 each
200
100

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.


On 1 December 2022 the company issued 100 ordinary shares of £1 each for £171.44 per share, as part of a wider group restructuring exercise.


20.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital.

Profit and loss account

The profit and loss reserve includes all current and prior period retained profits and losses.
21.


Analysis of net debt




At 1 January 2022
Cash flows
At 31 December 2022
£

£

£

Cash at bank and in hand

726,138

1,164,067

1,890,205


726,138
1,164,067
1,890,205
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ADENZA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

22.


Commitments under operating leases

At 31 December 2022 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022
2021
£
£


Not later than 1 year
169,336
357,366

Later than 1 year and not later than 5 years
1,035,390
-

1,204,726
357,366


23.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
The parent company has provided a guarantee in respect of an operating lease entered into by the company.


24.


Post balance sheet events

On January 2023, the entity changed its name from Calypso Technology Limited to Adenza Limited.
On 31 March 2023, the assets and liabilities of its direct subsidiary undertaking, AxiomSL Ltd., were transferred to Adenza Limited by way of an inter group transfer.
On 10 June 2023, Adenza Parent L.P. (Ultimate Holding Company) entered into a definitive Agreement and Plan of Merger to sell the entire capital of Adenza Holdings, Inc., its immediate subsidiary undertaking, to Nasdaq Inc., a technology company serving the global financial system. Completion is subject to various regulatory and anti trust reviews and approvals.


25.


Ultimate parent undertaking and controlling party

The immediate parent undertaking is Adenza, Inc (formerly Calypso Technology. Inc.).
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is Adenza Group, Inc, whose registered office is at , The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA.
The ultimate parent company is Adenza Parent LP, a company incorporated in the United States of America.
In the opinion of the directors there is no ultimate controlling party.
 
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