Registered number: 09100686
OTCX TRADING LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JUNE 2023
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OTCX TRADING LIMITED
REGISTERED NUMBER: 09100686
BALANCE SHEET
AS AT 30 JUNE 2023
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Creditors: amounts falling due within one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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OTCX TRADING LIMITED
REGISTERED NUMBER: 09100686
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2023
The notes on pages 4 to 12 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
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At 1 July 2021 (as previously stated)
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Prior year adjustment - correction of error
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At 1 July 2021 (as restated)
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At 1 July 2022 (as previously stated)
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Prior year adjustment - correction of error
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At 1 July 2022 (as restated)
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The notes on pages 4 to 12 form part of these financial statements.
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
OTCX Trading Limited is a private company, limited by share capital and, incorporated in England & Wales, registered number 09100686. The registered office is 49 Queen Victoria Street, London, EC4N 4SA.
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 following principal accounting policies have been applied:
The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in 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 Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2.Accounting policies (continued)
Turnover is measured at the fair value of consideration received or receivable net of discount and value added tax.
Fees
OTCX Derivatives are charged transaction fees according to pricing of individual trades. This pricing varies according to notional amount and term of the trade.
Clients trading Structured Products will be charged according to the rate card. In addition, an annual maintenance fee is charged for connectivity to OTCX.
Fees are generally recognised as and when they are incurred. Annual fees received are recognised over a 12 month period.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which management have assessed as 5 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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.
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. The assets are being amortised over 5 years.
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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3 Year straight line basis
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 34 (2022 - 29).
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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At 1 July 2022 (as previously stated)
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At 1 July 2022 (as restated)
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At 30 June 2022 (as restated)
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Amounts owed by group undertakings
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Prepayments and accrued income
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Corporation tax repayable
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Creditors: amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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2 (2022 - 2) Ordinary shares of £1.00 each
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Errors were identified in the financial statements as previously issued for the year ended 30 June 2022. The 2022 comparative figures in these financial statements have been restated to include an increase in administrative expenses of £282,450 which has previosuly been understated for the reasons which are noted below:
An error relating to intangible assets was identified. Costs had been capitalised which did not meet the recognition criteria of FRS 102. As a result of correcting this error, the company increased its administrative costs in 2022 by a further £240,005.
A second error was identified in relation to share options. Share options have been held by OTCX Trading Limited since 2015 but they have not been accounted for in the financial statements. As a result of correcting this error, the Company increased its administrative costs in 2022 by £42,445. Cumulative charges of £107,117 that should have been recognised in periods before 2022 have been recognised in the profit and loss account brought forward at 1 July 2021.
As part of this restatement, changes were made to the presentation and disclosures in the financial statements to accurately reflect this. The impact of this restatement on the prior comparatives is as follows:
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Related party transactions
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During the year, Directors performed consulting services for the company. The amount paid for these services across the year totalled £212,000.
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The Company’s ultimate parent is OTCX Ltd, incorporated in United Kingdom. The registered office address is 49 Queen Victoria Street, London, EC4N 4SA.
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OTCX TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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Post balance sheet events
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On 14 July 2023 the Company issued 1 Ordinary share of £1 par value for a total consideration of £261,700.
On 17 July 2023 the Company entered into a loan agreement with Directors to loan £100,000 at an interest rate of 12% per annum, repayable on demand.
On 19 July 2023 the Company issued 1 Ordinary share of £1 par value for a total consideration of £100,000.
On 19 October 2023 the Company entered into a loan agreement with HSBC to loan £350,000 at a variable interest rate of 4.1% over base rate, repayable over a 3-year term.
The auditors' report on the financial statements for the year ended 30 June 2023 was unqualified.
The audit report was signed on 8 March 2024 by Bernadette King (Senior Statutory Auditor) on behalf of Haysmacintyre LLP.
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