Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
CONTENTS
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
COMPANY INFORMATION
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their strategic report in respect of the year ended 31 December 2023.
A key focus during FY2023 was to position the company in the best possible way to achieve a sale of the entity. In order to do this a significant restructuring plan and cost saving exercise was developed and executed in Q3 2023. Due to the strategic decision by the wider group to sell the company and another EU based CFD business, there was limited focus towards growing the business, and rather a shift to maintaining core operations and compliance with regulatory requirements, which has impacted the overall revenues which have resulted in a decrease in revenue to £843k (2022: £1,523k) turning the overall result into a loss of £2,994k (2022: loss of £2,259k).
There has been planned attrition of the UK client base during the year and subsequently to the year-end, as the cost cutting measures involved migrating all customers off the existing trading platform to reach a pause on trading activities before the sale of the company.. Subsequent to the year-end, on 17 May 2024 a share sale and purchase agreement was entered into followed by completion in July 2024 of the acquisition of the company by Asseta Holding Limited, a company incorporated in Abu Dhabi, United Arab Emirates. Following the acquisition of the company, the directors plan to launch a new trading platform and develop a new customer base in the UK under the APM Markets brand with support from Asseta Holding Limited.
The Directors are responsible for identifying principal risks and for proposing suitable mitigating strategies. The company seeks to mitigate its risks through the proactive identification of such risks and by applying robust controls and hedging tools so that the risks are deemed to be acceptable to the business.
It should be noted that the company has in place a Risk Committee (including various sub-committees) which meets at least every quarter or as regularly as required. The Directors have identified the principal risks and uncertainties involved with the business as follows:
The company’s activities are regulated by the Financial Conduct Authority and are subject to strict regulation and legislation. The company has a compliance operation which oversees the elements of the company’s operations that are subject to these regulations. The regulatory framework of the FCA is changing continuously and it is essential that the company’s policies and procedures evolve with and adapt to changes in the regulatory environment.
As an FCA registered firm, APM Capital Markets Limited (formerly Bux Financial Services Limited) is also subject to various capital adequacy reporting directives. It is essential that the company remains adequately capitalised at all times. Capital requirements are calculated from market risk, counterparty risk, credit risk and operational risk perspectives in line with the Investment Firms Prudential Regime (‘IFPR’). The company maintains it’s ICARA which is updated on at least an annual basis and specifically following material changes to the business. Capital adequacy is monitored on an ongoing basis and forms part of the internal Daily Compliance Reports to Senior Management.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Market risk is the risk of loss from adverse market movements. The company determines and reviews on a continuous and automated basis, the way it allocates market risk exposure limits. APM Capital Markets Limited’s internal market risk systems monitor the volatility and liquidity of all financial instruments; this is achieved through real-time modelling. For example, as a financial instrument becomes more volatile, the associated risk limit of the particular product will decrease, forcing the company to reduce its exposure or to take on less exposure in future. Risk limits are allocated at global, geographic, sector and single name level in relation to equity products. APM Capital Markets Limited also runs very detailed analysis of actual risk/trading model performance versus allocated risk limits and policy is amended continuously in order to maximise efficiency and reduce/intelligently increase risk accordingly. Naturally, there is also a strong correlation between risk limits and company capital. APM Capital Markets Limited allocates a defined percentage of its total capital as market risk capital and the overall amount of market risk capital available will be strongly dependent on total available company capital.
The Directors continue to attain best practice within the market risk framework. The trading and risk team continue to develop, evolve and deliver complex risk solutions, allowing the business to continue mitigating risk and increasing its revenue capture at every possible opportunity.
The principal currencies in which the company transacts client trades are British Pounds (GBP), Euro (EUR) and US Dollars (USD). Any foreign exchange balances that arise as a result of trading desk activities are labelled as trading book exposures and are incorporated into trading desk exposure and managed accordingly. The company does acquire non-trading book risk, however. This non-trading book foreign currency risk is separated from trading book risk and is reported independently. The company has a very low tolerance for non-trading book FX balances and ensures that all balances where possible are held in the relevant currency to match the exposure liability (for example, the company would hold EUR against its EUR client money requirement) with any excess being held in GBP. All non-trading book foreign currency exposures are reported daily in a dedicated report. Any resulting non-trading book FX exposure is then hedged.
In summary, the company feels well placed to mitigate such risks arising from foreign currency. The framework in place has been validated historically as a result of the significant fluctuation in global FX rates observed during the past few years.
The business is highly dependent on the functionality and the reliability of its IT systems. Notwithstanding the redundant set up in the company’s systems, interruptions in the systems in the short-term, or permanent loss of data or software can severely compromise its business and result in, including without limitations, loss of confidence, reduced income and number of transactions and damage to its brand/image. Business can also be negatively impacted by interruption of the electronic trading service due to external circumstances that is beyond its control. The company endeavours to limit third party involvement where possible or to ensure that adequate SLAs/support is available for business critical hardware and software; redundancy is preferred where possible. It should also be noted that the company reviews and updates a business continuity plan on a regular basis.
Should a failure of certain business critical systems occur, the company has contingency plans in place to counter many different scenarios.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
APM Capital Markets Limited (formerly Bux Financial Services Limited) still remains dependent on key personnel to some (but an increasingly lesser) extent. A number of staff have been employed in the company since inception and have a substantial knowledge of the technology, procedures and strategies adopted by the company. Some staff assume roles that are key to the ongoing success of the company and in the event of their departure, although not catastrophic, the situation would cause some inconvenience. It is therefore essential that the company continues to incentivise and retain such employees.
The Directors seek wherever possible, to improve employee benefits when and where appropriate. As a follow-up to the salary benchmarking exercises carried out in 2019 and 2021, a further salary benchmarking exercise was undertaken in order to ensure that results continue to remain consistent. The exercise also served as a way to standardise employees' pay within the company, against employees (of comparable role and seniority) within the wider BUX group prior to the acquisition by Asseta Holding Limited. Finally, the benchmarking exercise was structured in a way to ensure that roles are comparatively remunerated against similar roles in similar companies within the wider industry. The exercise resulted in an uplift in both title and salary for a small number of employees.
At any point in time, the company may be dependent on a small number of key customers that generate a large percentage of the received returns. A departure or default in any of such key customers is a risk and should be considered carefully.
Nevertheless, this risk from such concentration became less apparent as the company's client base became less relevant during the year and given subsequent closure of all customer accounts prior to the sale of the company.
Notwithstanding that the company has taken prudent measures to prevent fraudulent activities, there is no guarantee that such risk is completely non-existent and will remain so in the future. Fraud risk can potentially result in liabilities or other forms of negative impact on the company.
The Directors are aware of their important role in the prudent management of these risks however the development of the business may also be subject to unforeseen future events outside of their control. The company’s Pillar 3 Disclosure may be found in the last section of the audited financial statements. The audited financial statements are available for download from the Companies House website.
The loss for the year was £2,994k. For the comparable 12 month period the company made a loss of
£2,259k. The key reason for the increase in the loss is due to a decline in revenue as the customer base reduced as planned in preparation for the sale of the business. Turnover for the period decreased by 45% to £843k. Turnover for the comparable 12 month period turnover was£1,523k. A key reason for this was due to a reduction in the client base as well as a transfer of EU clients to the wider Bux group where an appropriate arrangement was in place. During 2023 the company strategy shifted towards a sale of the business without a transfer of existing customers and therefore there was a planned reduction in business. Going forward the company will execute a new business strategy, developing a trading platform and customer base in new markets with support from Asseta Holding Limited, its new parent company.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The company continues to invest in research and development, relating to the continuing development of their IT Platform.
Future events The company remains focused on being proactive and ahead of the curve when it comes to regulatory change. New regulation for financial services has come into force in 2023 which brings further scrutiny that the company welcomes, while remaining compliant itself. Sale of the company was completed in July 2024 and the directors are excited to embark on a new business strategy and path to sustainable growth. Directors' statement of compliance with duty to promote the success of the Company The directors of the company have acted in good faith and in the best interests of the company, the employees and the clients throughout the year. The activities described above and below during the year align with the the company's strategy to execute its long-term plan for the success of the company. During the year the company has mainly focused on implementing the new Consumer Duty requirements which have been applied across the industry. Despite the reduction in operating activities the company, and its directors, continue to place key focus on regulatory compliance. The company has spent the latter part of the year focusing on its long-term business strategy and prospects under new ownership, with a key aspect being to achieve profitability and sustainable growth under the central tenet of adherence to regulatory compliance. The directors have taken feedback and surveys from employees to keep engagement high. They have implemented a hybrid working model which aligns to the employees wants and needs. The company also offers multiple avenues for engagement and mental health care for employees to use at their own discretion keeping in mind remote working can be more isolating. The company also maintains regard to other key stakeholders, including clients and suppliers, as well as managing internal processes to reduce its environmental impact.
Subsequent to the year-end, a share sale and purchase Agreement (SPA) was signed on 17 May 2024, followed by change in control approved from the FCA and completion of the acquisition of the company in July 2024. Following acquisition, the company's name changed to APM Capital Markets Limited (formerly Bux Financial Services Limited) under the ownership of Asseta Holding Limited, a company incorporated in Abu Dhabi, United Arab Emirates. The directors believe that the company will benefit from new ownership and a fresh growth strategy.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The company remains in a net asset position at year-end of £1,434k (2022: £3,228k) notwithstanding the loss for the year of £2,993k (2022: £2,259k), and has cash at year end excluding client funds of £2,765k (2022: £4,167k).
The changes to the company’s business activities during 2023 and 2024 and key future developments are set out in the strategic report. On 17 May 2024 the company was acquired by Asseta Holding Limited, a company incorporated in Abu Dhabi, United Arab Emirates, and following the acquisition of the company the directors plan to launch a new trading platform and develop a new customer base in the UK under the APM Markets brand with support from Asseta Holding Limited. There are inherent uncertainties ahead implementing a new brand, business strategy and development of a new trading platform, however the directors are confident that with the benefit of new ownership the company has access to sufficient financial and operational support to successfully execute its business plan. The directors consider that the entity is a going concern on the basis that it has received a letter of support and injection of cash post year-end from Asseta Holding Limited, the acquiring parent entity, and they are satisfied through their enquiries as to the intention and ability of the parent to provide support for the foreseeable future being a period of at least 12 months from the date of approval of the financial statements. This report was approved by the board and signed on its behalf.
This report was approved by the board and signed on its behalf.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 2006. They 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.
The company is authorised and regulated by the Financial Conduct Authority (FCA). The company's FCA Register Number is 184333; for details see www.fca.org.uk/register. The directors are not aware, at the date of this report, of any changes to the company's activities in the forthcoming year, although they continue to look for opportunities to grow the business.
The loss for the year, after taxation, amounted to £2,993,957 (2022 - loss £2,259,242).
Turnover for the year has decreased to £842,938 (2022: £1,523,424). The driver for the decrease in turnover in FY 2023 was primarily due to the sale of the BUX EU client base.
The directors do not recommend that a dividend be paid in respect of the period.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors who served during the year were:
The company’s financial instruments comprise financial assets and liabilities, cash at bank and in hand, and various receivables and payables that arise directly from its operations.
The company has financed its operations principally through the issue of the share capital. Where necessary the company considers the use of derivative instruments to manage its exposure to interest rate fluctuations; however there are no such instruments in place at the balance sheet date.
The company monitors credit risk closely and considers that its current policies of credit checks meet its objectives of managing exposure to credit risk. There is a small credit risk associated with cash balances deposited with reputable UK financial institutions.
Amounts shown in the balance sheet best represent the maximum credit risk exposure in the event other parties fail to perform their obligations under financial instruments. None of the company’s financial assets are considered overdue at the balance sheet date.
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation. Sufficient liquidity is ensured by the financial support provided by the ultimate parent company and its shareholders. Such support will allow the company to continue in operational existence for the foreseeable future and cover the payment of any funding shortfall that may otherwise arise.
The key measure used by the company for managing liquidity risk is the level of total available liquidity.
The company’s financial assets and liabilities are primarily denominated in GBP, EUR and USD. The company eliminates currency risk by matching the currency profile of assets and liabilities held at any given time. Numerical currency risk disclosures have not been made as the directors believe the net exposure of the group to be immaterial.
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to set out in the company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Director's report. It has done so in respect of additional risk narrative, important events which have occurred since the end of the financial year, future developments of the company along with its activities in the field of research and development.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the board and signed on its behalf.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
FOR THE YEAR ENDED 31 DECEMBER 2023
We have audited the financial statements of APM Capital Markets Limited (formerly Bux Financial Services Limited) (the 'company') for the year ended 31 December 2023, 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 policies. The 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).
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.
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.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED) (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
The other information comprises the information included in the annual report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
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.
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.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED) (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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 Auditor's 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;
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditor's 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 2006. Our 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 Auditor's 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 35 form part of these financial statements.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BUX Financial Services Limited carries out the provision of financial services, specifically financial Spread Betting and Contract for Difference services to retail and professional clients. The product offerings currently include Spread Betting and CFD trading on single equities, stock indices, foreign exchange, commodity and interest rate products.
The company is a private company limited by shares and incorporated in England and Wales (registered number 03148972). The address of its registered office is 16 Great Queen Street, London, WC2B 5AH. The company's principal place of business is 8 Albemarle Way, London, EC1V 4JB. The financial statements are presented in Sterling (£), monetary amounts are rounded to the nearest pound.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
As at 31 December 2023, the company was a wholly-owned subsidiary of BUX Holding B.V., a company incorporated in the EEA, whose registered address is Spuistraat 114 B, Amsterdam, 1012VA, Netherlands. Subsequent to the year-end the company was acquired by Asseta Holding Limited.
BUX Financial Services Limited is included in the consolidated financial statements of BUX Holding B.V. for the year ended 31 December 2023. These financial statements are publicly available and can be obtained upon request from the above registered office address.
The following principal accounting policies have been applied:
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The company remains in a net asset position at year-end of £1,434k (2022: £3,228k) notwithstanding the loss for the year of £2,993k (2022: £2,259k), and has cash at year end excluding client funds of £2,765k (2022: £4,167k).
The changes to the company’s business activities during 2023 and 2024 and key future developments are set out in the strategic report. On 17 May 2024 the company was acquired by Asseta Holding Limited, a company incorporated in Abu Dhabi, United Arab Emirates, and following the acquisition of the company the directors plan to launch a new trading platform and develop a new customer base in the UK under the APM Markets brand with support from Asseta Holding Limited. There are inherent uncertainties ahead implementing a new brand, business strategy and development of a new trading platform, however the directors are confident that with the benefit of new ownership the company has access to sufficient financial and operational support to successfully execute its business plan. The directors consider that the entity is a going concern on the basis that it has received a letter of support and injection of cash post year-end from Asseta Holding Limited, the acquiring parent entity, and they are satisfied through their enquiries as to the intention and ability of the parent to provide support for the foreseeable future being a period of at least 12 months from the date of approval of the financial statements. Trading income includes gains and losses on the operation of the spread trading markets and trading in financial markets, and foreign exchange gains and losses on positions. Open positions are carried at fair market value and gains and losses arising on this valuation are recognised in revenue together with gains and losses realised on positions that have closed. amount outstanding and is charged at the effective interest rate applicable. The effective interest rate is the amount that exactly discounts the future expected cash flows to the book value of the liability. Issue costs are included in the determination of the effective interest rates. Interest receivable and interest payable to the extent it relates to client financing income is disclosed net as part of net financing income or expense. All other interest is shown separately as interest income or interest expense.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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 estimated useful lives range as follows:
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:
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.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial assets
Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors and amounts owed to group companies 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.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below: Useful economic lives of intangible and tangible fixed assets Intangible assets are amortised over their estimated useful economic lives. Future results are impacted by the amortisation periods adopted and, potentially, any differences between estimated and actual circumstances related to individual intangible assets. At the date of capitalising tangible fixed assets, the company estimates the useful economic life of the asset based on management’s judgement and experience. The useful economic lives and residual values for both the company's intangible and tangible fixed assets are re assessed annually. Doubtful debt provisions Provisions for doubtful debts are based on the directors’ prudent expectations of clients' likelihood of default. Intra-group receivables are provided for on the same basis. These expectations are based on the directors' past experience by comparing amounts provided for, to the amounts recovered, their knowledge of the market along with a review of balances at a group level. Rebate accruals Rebate accruals are based on the revenues generated by customers who have come through introductory brokers, at their agreed revenue share percentage. These reports are obtained from within the companies TradeHub system, with the costs incurred, being provided for on a monthly basis. These are subsequently released once the company has received an invoice from the broker. Impairment of intangible assets In preparing these financial statements, the directors have exercised judgement in determining whether there are indicators of impairment of the company's intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Turnover represents the value of the net trading results, fees and rebates received during the year.
Analysis of turnover by country of destination:
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 26
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
The company has substantial accumulated tax losses which may be available as a reduction against future taxable profits. No deferred tax asset has been recognised due to uncertainty as to whether these tax losses will be utilised. The unrecognised deferred tax asset at the year end is estimated to be £5.1m (2022: £4.5m). Total unrelieved tax losses were £20.4m (2022: £18.3m).
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 28
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 29
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 30
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
During the year the company issued 1,200,000 (2022: 493,842) new ordinary shares at par value of £1 each for a total consideration of £1,200,00 (2022: £493,842).
The company manages its capital through ongoing reviews of working capital and continuous monitoring of client activity against proprietary positions to ensure that the company has sufficient funds in place moving forward to meet payment requirements as they arise. The company has historically relied on equity investment from its controlling party, previously BUX Holding B.V., currently Asseta Holding Limited to maintain a minimum capital requirement, enforced by the Financial Conduct Authority (FCA). There have been no instances of failing to meet the regulated capital requirement in the current or preceding year.
Management monitor projected trading cashflows and establish capital requirements well in advance of additional equity investment. The company adopts an ordinary approach to defining capital thereby including share capital, share premium, other equity reserves and retained earnings within total capital. The directors are fully satisfied that the capital management procedures are appropriately implemented and that controls are operating effectively.
Page 31
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Page 32
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £40,130 (2022 - £42,785). Contributions totalling £3,502 (2022 - £Nil) were payable to the fund at the balance sheet date.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
As at 31 December 2023, the immediate parent company is BUX Holding BV, a company incorporated in Netherlands. The parent company of the smallest and largest group of undertakings for which group financial statements are drawn up and of which the company is a member is BUX Holding BV, whose registered office is at Spuistraat 114B, Amsterdam, 1012VA, Netherlands. Copies of these group financial statements are available to the public from its registered office.
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APM CAPITAL MARKETS LIMITED (FORMERLY BUX FINANCIAL SERVICES LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
27.Analysis of net debt (continued)
Page 35
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