Company registration number 10219924 (England and Wales)
ZEAL CAPITAL MARKET (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
ZEAL CAPITAL MARKET (UK) LIMITED
COMPANY INFORMATION
Directors
P J Chenery
Y Chen
Company number
10219924
Registered office
1 Royal Exchange
London
England
EC3V 3DG
Auditor
Fisher, Sassoon & Marks
43-45 Dorset Street
London
W1U 7NA
Business address
1 Royal Exchange
London
England
EC3V 3DG
ZEAL CAPITAL MARKET (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 22
ZEAL CAPITAL MARKET (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present the strategic report for the year ended 30 June 2024.

Review of the business

The company has established its highly diversified liquidity pool and prime brokerage relation over the past few years. It has put the company in a highly competitive position to remain a matched principal broker offering CFD trading services exclusively to professional clients.

 

With very well controlled cost basis, the business model and market segment have been proven effective for a firm of its size, and allow it to generate sustainable revenue based on its refined price point, and nimble yet highly scalable operations.

Principal risks and uncertainties

As a matched principal broker, the company faces a range of risks and uncertainties, even though it primarily operates by matching trades between buyers and sellers and avoids holding positions in its own right. The principal risks and uncertainties faced by the company are stated below:

Credit Risk

There is a risk that one party (typically a liquidity provider or prime broker) in the transaction might default, leaving the company financially exposed, especially if the company has already fulfilled its obligations to the other party.

Regulatory and Compliance Risk

· FCA Breaches: Non-compliance with FCA regulations, such as reporting requirements, regulatory capital requirements, or anti-money laundering (AML) rules, can result in fines, penalties, or reputational damage.

· MiFID II Compliance: Failing to comply with MiFID II obligations, including best execution and transaction reporting, can lead to significant regulatory penalties.

· AML/KYC Failures: Inadequate checks on clients for money laundering or fraud can result in breaches of anti-money laundering regulations. The company also screen against onboarding any politically exposed persons (PEP), as individuals with high profile political roles, or someone who has been entrusted with a prominent public function may represent a higher risk of involvement in money laundering and/or terrorist financing because of the position they hold.

Liquidity Risk

· Liquidity Shortfall: Although trading as a matched principal broker, the company does not hold proprietary positions, and therefore it still needs to manage operational liquidity. In times of market stress, liquidity could become an issue, which may affect the competitive pricing the company usually enjoys.

· Client Margin and Leverage: In the context of margin trading, clients' inability to meet margin calls could create financial exposure for the company. The company may be indirectly exposed to sharp market movements that could cause significant losses for clients and affect the company's liquidity, however our cash balances should be enough to insulate us from this.

ZEAL CAPITAL MARKET (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -

Legal and Contractual Risk

· Client Disputes: Clients may challenge the execution of trades or the terms of service, potentially leading to costly legal disputes.

· Breach of Contract: Failure to meet contractual obligations with counterparties or clients could result in financial penalties or legal consequences.

Cybersecurity Risk

· Cyber Attacks: The risk of cyberattacks such as hacking, data breaches, or ransomware can expose the company to significant operational disruptions and reputational damage.

· Data Breach: If client or trading data is compromised, the company could face regulatory penalties and legal challenges under data protection laws, such as GDPR.

The directors have recognised these potential risks and uncertainties and will monitor the measures already instituted in anticipation of the need to adapt and evolve in response to the company’s needs. The directors also ensure that the company is well-capitalised to a level significantly in excess of the regulatory requirements with effective implementation of policies and procedures.

Development and performance

During the year the turnover was £802,437 (2023: £883,639). At the year end the company had net assets of £2,500,229 (2023: £2,286,885), inclusive of cash balances of £369,109 (2023: £87,723).

Key performance indicators

The directors monitor the progress of the company by reference to the following:

 

Non key performance indicators

The directors did not monitor the non key performance indicators during the year ended 30 June 2024.

ZEAL CAPITAL MARKET (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Directors' statement of compliance with duty to promote the success of the Company

The directors of the company have acted in accordance with their duties under section 172 of the Companies Act 2006. They have consistently upheld the principle of promoting the success of the company for the benefit of its shareholders, employees, and clients as a whole. In doing so, the directors have carefully considered a range of factors and key stakeholder interests. Specifically:

 

 

By carefully considering these factors in our decision-making processes, the directors aim to achieve sustainable, long-term success for the company, while balancing the needs and interests of all stakeholders.

 

On behalf of the board

Y Chen
Director
17 October 2024
ZEAL CAPITAL MARKET (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the company continued to be that of a execution broker in contract for differences.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P J Chenery
Y Chen
Financial instruments
Liquidity risk

The company manages its cash requirements ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Foreign currency risk

The company’s principal foreign currency exposures arise from trading foreign currency. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

Regulatory risks

The company's main business activity is regulated by FCA and the company provides its services strictly according to current UK legislation, but there is always a risk of changing a regulatory landscape which can affect the company's business. The company aims to be very flexible and react immediately in case of any significant changes in legislation and other regulatory issues, in order to adapt quickly to new business environments.

 

In accordance with the rules of the Financial Conduct Authority, the Company has published information on its risk management objectives and policies on its regulatory capital requirements and resources. These disclosures can be reviewed at the registered office.

Future developments

The company will continue to service its existing client base of professional clients whose trades are facilitated on a matched-principal basis via straight-through processing (STP), an automated process by maintaining a high standard with an aim to exceed clients’ expectations.

 

The company recognises that continued investment is key to ensuring that the company continues to offer trading services backed by proprietary technology. In the new financial year, the company is looking to revamp a few key elements including its client management system, client interface and website. The company will also continue to invest in the retention of the key personnel who contribute to the company’s success.

 

The company will closely monitor developments associated with known significant events, in particular the 2024 US Presidential election, changes in rate cycles, and ongoing conflicts taking place in Ukraine and the Middle East, and prepare itself for any potential impacts on its operations to ensure the best possible outcome for the company and the clients it serves.

ZEAL CAPITAL MARKET (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
Auditor

Fisher, Sassoon & Marks were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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). 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:

 

 

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 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Y Chen
Director
17 October 2024
ZEAL CAPITAL MARKET (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ZEAL CAPITAL MARKET (UK) LIMITED
- 6 -
Opinion

We have audited the financial statements of Zeal Capital Market (UK) Limited (the 'company') for the year ended 30 June 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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).

In our opinion the financial statements:

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 UK, including the FRC’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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

ZEAL CAPITAL MARKET (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZEAL CAPITAL MARKET (UK) LIMITED
- 7 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

ZEAL CAPITAL MARKET (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZEAL CAPITAL MARKET (UK) LIMITED
- 8 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

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. 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 through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.

Jonathan Marks
Senior Statutory Auditor
For and on behalf of Fisher, Sassoon & Marks
17 October 2024
Chartered Accountants
Statutory Auditor
43-45 Dorset Street
London
W1U 7NA
ZEAL CAPITAL MARKET (UK) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
802,437
883,639
Administrative expenses
(514,307)
(681,321)
Profit before taxation
288,130
202,318
Tax on profit
8
(74,786)
(50,910)
Profit for the financial year
213,344
151,408

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ZEAL CAPITAL MARKET (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
2024
2023
£
£
Profit for the year
213,344
151,408
Other comprehensive income
-
-
Total comprehensive income for the year
213,344
151,408
ZEAL CAPITAL MARKET (UK) LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
708
11,722
Current assets
Debtors
11
10,564,348
10,530,182
Cash at bank and in hand
369,109
87,723
10,933,457
10,617,905
Creditors: amounts falling due within one year
12
(8,433,936)
(8,342,742)
Net current assets
2,499,521
2,275,163
Net assets
2,500,229
2,286,885
Capital and reserves
Called up share capital
14
2,095,164
2,095,164
Profit and loss reserves
405,065
191,721
Total equity
2,500,229
2,286,885
The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
Y Chen
Director
Company registration number 10219924 (England and Wales)
ZEAL CAPITAL MARKET (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2022
2,095,164
40,313
2,135,477
Year ended 30 June 2023:
Profit and total comprehensive income
-
151,408
151,408
Balance at 30 June 2023
2,095,164
191,721
2,286,885
Year ended 30 June 2024:
Profit and total comprehensive income
-
213,344
213,344
Balance at 30 June 2024
2,095,164
405,065
2,500,229
ZEAL CAPITAL MARKET (UK) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
19
332,296
(473,256)
Income taxes paid
(50,910)
(2,524)
Net cash inflow/(outflow) from operating activities
281,386
(475,780)
Investing activities
Purchase of tangible fixed assets
-
0
(1,333)
Net cash used in investing activities
-
(1,333)
Net increase/(decrease) in cash and cash equivalents
281,386
(477,113)
Cash and cash equivalents at beginning of year
87,723
564,836
Cash and cash equivalents at end of year
369,109
87,723
ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
1
Accounting policies
Company information

Zeal Capital Market (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Royal Exchange, London, England, EC3V 3DG.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is measured at net consideration received / paid on all realised positions and net fair market value of open CFD positions with clients and all other counterparties.

 

 

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33.33%

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

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

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9
Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

Payments to pension contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The directors do not consider there to be any critical judgements or key sources of estimation uncertainty involved in the preparation of the company's financial statements.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Brokerage income
802,437
883,639
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
802,437
883,639
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(28,621)
163,089
Depreciation of owned tangible fixed assets
11,014
47,707
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
14,000
14,000
ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Directors
2
2
Administration and operations
3
3
Total
5
5

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
301,500
287,417
Social security costs
30,331
29,370
Pension costs
5,238
5,294
337,069
322,081
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
114,000
112,000
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
74,786
50,910
ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
8
Taxation
(Continued)
- 20 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before tax
288,130
151,887
-
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: UK of 19.00% & 25.00% split)
72,033
41,467
-
Tax effect of expenses that are not deductible in determining taxable profit
2,753
9,443
Taxation charge for the year
74,786
50,910
9
Tangible fixed assets
Computers
£
Cost
At 1 July 2023 and 30 June 2024
237,760
Depreciation and impairment
At 1 July 2023
226,038
Depreciation charged in the year
11,014
At 30 June 2024
237,052
Carrying amount
At 30 June 2024
708
At 30 June 2023
11,722
10
Financial instruments
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
10,547,271
10,513,840
Carrying amount of financial liabilities
Measured at amortised cost
8,359,150
8,291,832
ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
10,540,171
10,507,120
Other debtors
11,577
10,393
Prepayments and accrued income
12,600
12,669
10,564,348
10,530,182
12
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
632,129
565,209
Corporation tax
74,786
50,910
Other creditors
7,710,820
7,710,423
Accruals and deferred income
16,201
16,200
8,433,936
8,342,742

Trade creditors include customers net equity balances of £627,401 (2023: £557,974). The corresponding amounts are included in trade debtors.

 

Other creditors includes the amount of £7,710,271 (2023: £7,710,423) due to Zeal Capital Market(Seychelles) Limited, a company under the common control of Zeal Holdings Limited.

13
Retirement benefit schemes
2024
2023
Pension contribution schemes
£
£
Charge to profit or loss in respect of pension contribution schemes
5,238
5,294

The company operates a pension contribution scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,095,164
2,095,164
2,095,164
2,095,164
15
Financial commitments, guarantees and contingent liabilities

At the reporting end date, the company had outstanding commitments for future minimum rental licence payments under the contract. The amount due within one year £7,880 (2023: £7,690).

ZEAL CAPITAL MARKET (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
16
Related party transactions

Included within turnover are sales of £751,117 (2023: £694,292) to Zeal Capital Market (Seychelles) Limited, a company under the common control of Zeal Holdings Limited.

17
Events after the reporting date

There are no events to report.

 

18
Ultimate controlling party

The parent company of Zeal Capital Markets (UK) Limited is Zeal Holdings Limited, a company registered in British Virgin Islands and the controlling party is Yun Chen.

 

Registered address office of Zeal Holdings Limited is at Vistra Corporate Services Centre, Wickhams Cay II,Road Town, Tortola VG1110, British Virgin.

 

19
Cash generated from/(absorbed by) operations
2024
2023
£
£
Profit for the year after tax
213,344
151,408
Adjustments for:
Taxation charged
74,786
50,910
Depreciation and impairment of tangible fixed assets
11,014
47,707
Movements in working capital:
Increase in debtors
(34,166)
(826,675)
Increase in creditors
67,318
103,394
Cash generated from/(absorbed by) operations
332,296
(473,256)
20
Analysis of changes in net funds
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
87,723
281,386
369,109
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