FXPRO UK LIMITED

Company Registration Number:
06925128 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2023

Period of accounts

Start date: 1 January 2023

End date: 31 December 2023

FXPRO UK LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

FXPRO UK LIMITED

Directors' report period ended 31 December 2023

The directors present their report with the financial statements of the company for the period ended 31 December 2023

Principal activities of the company

The Company is an online financial services provider regulated by the Financial Conduct Authority (‘FCA’) and acts as the principal and market maker to its customers in Contracts for Difference (“CFDs”) and financial spread betting on currency pairs, futures on indices, commodities and energy, as well as spot indices, shares and metals. The revenue of the Company derives from commission income received from affiliated entities (FxPro Financial Services Limited and FxPro Global Markets Limited).

Additional information

The Board of Directors presents its report together with the audited financial statements of the Company for the year ended 31 December 2023. General Information FxPro UK Limited is incorporated and domiciled in the England and Wales as a private company with limited liability under the UK Company Law. Its registered office is at 13-14 Basinghall Street, EC2V 5BQ, London. The Company is directly controlled by FxPro Group Limited, registered in Guernsey, which owns 100% of the Company’s shares and is controlled by a number of individuals, none of whom has a controlling interest. The Company operates under the license no. 509956 granted by the UK Financial Services Authority (“FSA” now Financial Conduct Authority or “FCA”). Branches The Company did not operate through any branches during the year ended 31 December 2023 (2022: none). Future developments of the Company The Board of Directors do not expect any significant changes or developments in the operations and financial position of the Company in the foreseeable future other than discussed elsewhere. The Company is expected to offer to its clients the dealing of physical shares in 2024. Results and dividends The Company’s results for the year ended 31 December 2023 are shown on page 11. During the year 2023, the Company did not declare any dividends to its sole shareholder. Capital management The Company is required by the FCA to prepare an Internal Capital Adequacy and Risk Assessment (“ICARA”) which replaced the Internal Capital Adequacy Assessment Process (“ICAAP”). As at the statement of financial position date the Company’s regulatory capital resources were £3,561,445 (2022: £3,408,342) which comprise solely of issued share capital and retained earnings. The Company held adequate capital resources and did not breach any regulatory capital requirements during the year. Remuneration policy The Company employed 4 employees at the end of 2023 (2022: 5 employees). The principles of the Company's remuneration policy adhere to the FCA's Remuneration Code which was introduced with effect from 1 January 2011. The Company's policy is to ensure that executive rewards are linked to performance, to provide an incentive to achieve the key business aims and deliver an appropriate link between reward and performance whilst ensuring base salary levels are not set at an artificially low level. The Company operates a discretionary bonus policy correlated, amongst others, to the annual profitability of the Company. Share capital The Company has 1,400,000 ordinary shares in issue as at 31 December 2023. No change in the authorised or issued share capital of the Company took place during the year ended 31 December 2023 (2022: 1,400,000 ordinary shares, no changes). Board of Directors The directors of the Company who were in office during the year and up to the date of signing the financial statements are shown on page 1. All of them were directors of the Company throughout the year 2023, except Mr Pavlos Argyrou who resigned on 11 April 2023. Events after the statement of financial position date There were no post statement of financial position events that require adjustments or disclosure in these financial statements. Statement of Directors’ responsibilities in respect of the financial statements The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with UK- adopted international accounting standards. Under Company Law, 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 the financial statements, the directors are required to: -select suitable accounting policies and then apply them consistently; -state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; -make judgements and accounting estimates that are reasonable and prudent; and -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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also 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 enable them to ensure that the financial statements comply with the Companies Act 2006. Directors’ confirmations In the case of each director in office at the date the Directors’ Report is approved: so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information. Independent Auditors The Independent Auditors, PricewaterhouseCoopers LLP, have expressed their willingness to continue in office. A resolution giving authority to the Board of Directors concerning their reappointment will be proposed at the Annual General Meeting.



Directors

The directors shown below have held office during the whole of the period from
1 January 2023 to 31 December 2023

Denis Sukhotin
Avril Millar
Marios Demetriades


The director shown below has held office during the period of
1 January 2023 to 11 April 2023

Pavlos Argyrou


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
23 April 2024

And signed on behalf of the board by:
Name: Denis Sukhotin
Status: Director

FXPRO UK LIMITED

Profit And Loss Account

for the Period Ended 31 December 2023

2023 2022


£

£
Turnover: 1,369,892 1,112,665
Cost of sales: 0 0
Gross profit(or loss): 1,369,892 1,112,665
Distribution costs: ( 331,517 ) ( 212,780 )
Administrative expenses: ( 1,182,292 ) ( 1,511,382 )
Other operating income: 237,200 0
Operating profit(or loss): 93,283 (611,497)
Interest receivable and similar income: 0 0
Interest payable and similar charges: ( 3,670 ) ( 3,061 )
Profit(or loss) before tax: 89,613 (614,558)
Tax: 63,490 0
Profit(or loss) for the financial year: 153,103 (614,558)

FXPRO UK LIMITED

Balance sheet

As at 31 December 2023

Notes 2023 2022


£

£
Fixed assets
Intangible assets: 3 29,704 182,409
Tangible assets: 4 778,359 261,662
Investments:   0 0
Total fixed assets: 808,063 444,071
Current assets
Stocks:   0 0
Debtors: 5 1,254,183 1,215,615
Cash at bank and in hand: 3,609,861 2,566,687
Total current assets: 4,864,044 3,782,302
Prepayments and accrued income: 148,223 107,793
Creditors: amounts falling due within one year: 6 ( 2,258,885 ) ( 925,824 )
Net current assets (liabilities): 2,753,382 2,964,271
Total assets less current liabilities: 3,561,445 3,408,342
Creditors: amounts falling due after more than one year:   0 0
Provision for liabilities: 0 0
Accruals and deferred income: 0 0
Total net assets (liabilities): 3,561,445 3,408,342
Capital and reserves
Called up share capital: 1,400,000 1,400,000
Share premium account: 0 0
Other reserves: 0 0
Profit and loss account: 2,161,445 2,008,342
Total Shareholders' funds: 3,561,445 3,408,342

The notes form part of these financial statements

FXPRO UK LIMITED

Balance sheet statements

For the year ending 31 December 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 23 April 2024
and signed on behalf of the board by:

Name: Denis Sukhotin
Status: Director

The notes form part of these financial statements

FXPRO UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Turnover policy

    Revenue Recognition and measurement Revenue represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to the customer, excluding amounts collected on behalf of third parties (for example, value-added taxes); the transaction price. The Company recognises revenue when the parties have approved the contract (in writing, orally or in accordance with other customary business practices) and are committed to perform their respective obligations, the Company can identify each party’s rights and the payment terms for the goods or services to be transferred, the contract has commercial substance (i.e. the risk, timing or amount of the Company’s future cash flows is expected to change as a result of the contract), it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer and when specific criteria have been met for each of the Company’s activities as described below. Revenue earned by the Company is recognised on the following bases: Trading revenue Trading revenue arises from the provision of online financial services in the ordinary course of the Company’s activities- clients’ trading in CFDs and financial spread betting- whereby the Company acts as the counterparty to the trades undertaken by its clients, and from the transactions undertaken to hedge the risks associated with client trading. Trading revenue includes gains and losses on trading in these financial instruments as well as swap interest income and commission charged on CFDs and financial spread betting. Open client positions and hedging positions are measured at fair market value. Gains and losses arising on this valuation as well as gains and losses realised on closed positions are recognised in revenue. The Company acts as a matched principal broker to its clients’ trades. All trades between the Company and its clients are hedged by entering into off-set trades between the Company and FxPro Financial Services Limited up until 31 May 2023 and FxPro Global Markets for the period between 1 June 2023 to 31 December 2023. Commission income The Company receives commission income, on a monthly basis, from FxPro Financial Services Limited until 31 May 2023 and FxPro Global Markets Limited from 1 June 2023. The commission income received from FxPro Financial Services Limited is based on the total trading volume of all its clients’ trading activity, while the commission income received from FxPro Global Markets Limited is based on the actual costs incurred. Revenue based on commission income is recognised at a point in time when the Company satisfies its performance obligations. Income from inactive accounts Income from inactive accounts consists of charges to clients for inactive accounts as per the terms described in the client agreement. Foreign currency translation Functional and presentation currency Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in Pound Sterling (£), which is the Company's functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income within “other gains/(losses) – net”. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are recognised in the statement of comprehensive income, as part of their fair value gain or loss. Current income tax The tax expense for the year comprises current tax only. The current income tax is based on the taxable profit for the year and is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the UK which is the country in which the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. If applicable tax regulation is subject to interpretation, it establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Dividend distribution Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the year in which the dividends are appropriately authorised and are no longer at the discretion of the Company. More specifically, interim dividends are recognised as a liability in the period in which these are authorised by the Board of Directors and in the case of final dividends, these are recognised in the period in which these are approved by the Company's shareholders.

    Tangible fixed assets depreciation policy

    Plant and equipment Plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributed to the acquisition of plant and equipment. Depreciation on plant and equipment is calculated using the straight-line method. The annual depreciation rates are as follows: 2023 2022 Office equipment 20% 20% Furniture & Fittings 20% 20% Computer hardware 33% 33% Motor vehicles 33% 33% Depreciation on leasehold improvements is recognised for the period of shorter of useful life and the term of the underlying lease. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposal of plant and equipment are determined by comparing proceeds with carrying amount and are recognised in “other gains/(losses) - net” in the statement of comprehensive income. Expenditure for repairs and maintenance of plant and equipment is charged to the statement of comprehensive income of the year in which they were incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably

    Other accounting policies

    Leases The Company is the lessee Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company, with limited exceptions as set out below. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: -fixed payments (including in-substance fixed payments), less any lease incentives receivable; -payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Company’s incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Lease payments are allocated between principal and finance cost. The finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability and any lease payments made at or before the commencement date less any lease incentives received. Any remeasurement of the lease liability arising if the cash flows change based on the original terms and conditions of the lease results in a corresponding adjustment to the right-of-use asset. The adjustment can be positive or negative. Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. In determining the lease term, management of the Company considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the Company. Right-of-use assets are reviewed for impairment in accordance with the Company’s accounting policy for impairment of non-financial assets. As an exception to the above, payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short- term leases are leases with a lease term of 12 months or less. Right-of-use assets and associated lease liabilities are presented as separate lines on the face of the statement of financial position. Impairment of non-financial assets Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

FXPRO UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

  • 2. Employees

    2023 2022
    Average number of employees during the period 5 6

FXPRO UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

3. Intangible assets

Goodwill Other Total
Cost £ £ £
At 1 January 2023 182,409 182,409
Additions
Disposals
Revaluations
Transfers
At 31 December 2023 182,409 182,409
Amortisation
At 1 January 2023 0 0
Charge for year 152,705 152,705
On disposals
Other adjustments
At 31 December 2023 152,705 152,705
Net book value
At 31 December 2023 29,704 29,704
At 31 December 2022 182,409 182,409

FXPRO UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

4. Tangible assets

Land & buildings Plant & machinery Fixtures & fittings Office equipment Motor vehicles Total
Cost £ £ £ £ £ £
At 1 January 2023 48,750 331,038 82,121 13,381 97,898 573,188
Additions 0 744,380 0 0 0 744,380
Disposals
Revaluations
Transfers
At 31 December 2023 48,750 1,075,418 82,121 13,381 97,898 1,317,568
Depreciation
At 1 January 2023 8,570 151,912 43,659 9,487 97,898 311,526
Charge for year 33,544 185,150 8,197 792 0 227,683
On disposals
Other adjustments
At 31 December 2023 42,114 337,062 51,856 10,279 97,898 539,209
Net book value
At 31 December 2023 6,636 738,356 30,265 3,102 0 778,359
At 31 December 2022 40,180 179,126 38,462 3,894 0 261,662

FXPRO UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

5. Debtors

2023 2022
£ £
Other debtors 1,254,183 1,215,615
Total 1,254,183 1,215,615

FXPRO UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

6. Creditors: amounts falling due within one year note

2023 2022
£ £
Amounts due under finance leases and hire purchase contracts 155,349
Trade creditors 2,258,885 770,475
Total 2,258,885 925,824

FXPRO UK LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

7. Off balance sheet arrangements

In order to render investment services to clients, the Company holds clients’ money in designated bank accounts for this purpose. The assets in these accounts are held by the Company in a fiduciary capacity and are not recognised in the statement of financial position. As at 31 December 2023 there were clients’ accounts with banks held in a fiduciary capacity amounting to £7457335 (2022: £8191041). The client bank accounts are segregated from the bank accounts of the Company. Credit quality: 2023 2022 A1 7457335 8191041 Currencies: Pound Sterling - functional and presentation currency 5253212 4292800 Euro 207934 182061 US Dollar 1918037 3620254 Other currencies 78152 95926 Total 7457335 8191041