The directors present the strategic report for the year ended 31 December 2024.

Introduction

CPT Markets UK Limited (CPT UK’, us’, we’, our, the Firm’) is a Firm registered in England and Wales under Firm number 06707165 and is authorised and regulated by the Financial Conduct Authority ('the FCA') as an investment Firm under FRN 606110. During the year, the Firm has continued to generate revenue through providing our customers with access to trading in contracts for difference ('CFDs') in forex, commodities and indices on a non-advisory and execution-only basis.

The board continues to develop, strengthen and embed its governance structures and arrangements as a regulated Firm. As such it maintains robust risk management procedures in proportion to the nature, scale and complexity of its business. Accordingly, the Firm has continued to focus on delivering and maintaining its business in a professional manner and with effective practices using experienced regulatory resources, whilst developing the commercial potential of its position as a regulated Firm.

The Firm continues to implement and develop a sustainable business model to support its future plans and ambitions, allowing it to successfully conduct and grow its business as a regulated Firm. It can act as an agent or principal and trade on its own account.

The Firm’s principal activity is to provide its customers with access to trading in CFDs in forex, commodities and indices on a non-advisory and execution-only basis.

During the year, the Firm offered CFD trading platforms to retail and professional clients around the world to enable them to trade forex, commodities and indices on an execution-only basis. The Firm generates its remuneration from the turnover of its clients' trading activities.

Revenue generated from operations was £351,378 (2023: £1,155,002), a fall of 70% on the previous year.

2024 was a very difficult year for the Firm, as the numbers reflect. The two main contributing factors were an over-reliance on a small number of clients for the bulk of the Firm’s revenue, and a long delay in the provision of an LP requested by some new clients. These two factors combined in certain months, resulting in very low top line revenue.  Two of the Firm’s larger clients effectively had a trading hiatus last year but have since returned to trading regularly. However, the management understand the importance of diluting the reliance on this revenue.

The Firm, in consultation with the UBO (Ultimate Beneficial Owner), reviewed the structure of the management team, and implemented some changes in personnel, culminating in the promotion of Mike Greenhalgh to CEO (subject to FCA regulatory approval). In line with the new CEO’s more institutional background, the focus for new clients will be on small to mid-size funds and proprietary traders, and an increase in the minimum investment size for retail clients. 

The two new salesmen, who joined the Firm last year are utilising our improved liquidity by generating and converting more leads.

Additional salespeople will be added when circumstances permit.

CPT will also provide liquidity to other brokers (B2B), to further diversify and improve revenue.

The product suite will be constantly reviewed and improved, whereby the Firm’s longer-term objective is to enable clients to trade in equities, fixed income and futures and option products, in addition to the existing range of products, on an execution-only basis.

The return on assets, calculated as loss for the year divided by net assets, was -111% (2023: -2.5%).

The directors have set targets for revenue growth and an increased return on assets as the key performance indicator for the next financial year. The management information is generated by the senior management and regularly reviewed by the directors at the quarterly board meetings.

The net assets at year-end were £788,826 (2023: £958,102).

The principal risk the Firm faces is fluctuation in market conditions and changes to the regulatory landscape, resulting in clients electing not to trade.

The Firm also has a credit risk with its liquidity providers. The risk to the Firm is a liquidity provider defaulting on its payments, going into insolvency, or simply ceasing to provide markets on the Firm's trading platform. The Firm has mitigated these risks by arranging to have alternative liquidity providers in place to dissipate the exposure to a single entity.

The Firm also has a market risk that the value of its foreign currency assets and liabilities will change due to adverse moves in market factors. Although the Firm does not directly enter into speculative proprietary positions, as an IFPRU approved £750k Firm, the effect of client trades can result in the Firm retaining a net market risk. The Firm has a formal risk policy and a methodology for setting limits for every financial market that it trades. These limits determine the net exposure arising from client activity and hedging which the Firm is prepared to carry. If the Firm’s exposure exceeds these limits, the policy requires that sufficient hedging is carried out to bring the exposure back within defined limits. The Firm therefore has exposure to market risk in that it can have a residual un-hedged, or un-matched, position

CPT Markets UK Limited seeks to identify the key risks that impact on the Firm's objectives in order to manage those risks effectively, for example, by reducing the probability of failure, or reducing the impact of such failure.

Impact of economic downturn/recession:

The directors of the Firm have considered the impact of the current economic environment on the Firm's operations, with a particular focus on its effect on its customers, suppliers and employees, and on the availability of financial support from its parent undertaking and ultimate controlling party.

The directors do not consider this to be a cause for material uncertainty in respect of the Firm's ability to continue as a going concern. The Firm is not overexposed to interest rate fluctuations, and we consider that the Firm has sufficient financial resources to continue for the foreseeable future, despite the current economic situation.

Future developments

Given the aforementioned discussions with the UBO (Ultimate Beneficial Owner) around the change in infrastructure within the Firm, a substantial capital injection was provided in Feb 2025, alongside the approval of additional funds if required, to enable the new CEO to act on the outlined strategies and enable the Firm to recruit further sales staff as and when required

The staff continue to work under a hybrid model of working environment, incorporating work from both home and the office.

In addition, the new regulatory environment and the economic downturn present both opportunities and challenges to which we are adjusting rapidly. We are confident that our team will successfully navigate this period, and the Firm will emerge a stronger and better business as a result, along with identifying exciting global opportunities for future growth.

Directors' statement of compliance with duty to promote the success of the Firm

As the Board of the Firm, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the Firm’s success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the Firm and its stakeholders.

This statement addresses the ways in which we as a Board act on this responsibility.

Promoting the Firm’s success for its members.

The Firm was incorporated in 2008. In 2019 the Firm became a wholly owned subsidiary of Allen Market Ltd, another UK limited Firm. In 2021, the ownership of the Firm was transferred to CPT Holdings Ltd, although the Ultimate Beneficial Owner remains the same. The directors run the Firm for the benefit of its shareholder and the Firm is tasked with delivering good returns on its investment, whilst ensuring that client protection is always maintained.

We aim to grow our customer base in a crowded market, dominated by big global brands, by providing an excellent service to our customers.

We acknowledge that, in order to progress to the next phase in the Firm’s future, we will explore adding additional asset classes to our existing product range and expanding our service proposition to clients. In doing so, our twin aims are to maximise the Firm’s ability to grow profits and market share whilst returning the highest possible value to the shareholder.

We make strategic decisions based on long-term objectives. In particular, this has meant significant investment in expanding our product range, alongside our efforts to increase our sales staff. At the same time, as part of the decision-making process the Board always aims for the Firm to maintain a reputation for high standards of business.

Our employees

The success of the Firm depends upon our employees and their innate abilities. This is achieved by recruiting experienced management and skilled employees with a deep understanding of the business.

We aim to provide a renowned customer service, which requires us to adapt to last-minute requests and tight turnarounds.

We cannot achieve this without our team. Recruitment and retention of staff is therefore a critical business activity. We help to engage with team members by:

• setting remuneration at competitive rates.

• providing regular training and

• ensuring that staff are regularly appraised of management meetings and are consulted for significant decisions

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The loss for the year, after taxation, amounted to £874,276 (2023 - loss £23,489)

The directors did not declare a dividend in the current or prior year.

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

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:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for 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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) 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 directors' report. It has done so in respect of risk exposure, future developments, and engagement with suppliers, customers and others.

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.

We have audited the financial statements of CPT Markets UK Limited (the 'company') for the year ended 31 December 2024 which comprise 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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:

• 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 and the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report.

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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

-Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation, FCA legislation, GDPR.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed

Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

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

CPT Markets UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Level 7 One Canada Square, Canary Wharf, London, United Kingdom, E14 5AA.

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. The principal accounting policies adopted are set out below.

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.

Turnover represents profit derived from the company's principal activity and is recognized on the execution of trades.

Turnover is recognized to the extent that it is probable that economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Turnover from a contract to provide services is recognized in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

1) the amount of turnover can be measured reliably;

2) it is probable that the company will receive the consideration due under contract;

3) the stage of completion of the contract at the end of the reporting period can be measured reliably; and

4) the costs incurred and the costs to complete the contract can be measured reliably

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

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:

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.

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.

Client bank accounts

The company operates segregated client bank accounts in accordance with the Client Money regulations of the FCA. These funds are recognized on the company's Statement of financial position.

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, 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.

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, 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.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

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

All turnover arose within the United Kingdom.

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

Their aggregate remuneration comprised:

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

Included in other creditors are amounts due to clients in respect of client funds of £2,246,869 (2023: £1,219,700).

At year end, CPT Markets UK Limited held £338,682 (2023: £152,891) in client accounts which was not available for use.

Included within cash at bank are also amounts relating to non segregated client funds held within the company's own bank accounts.

During the year the company issued 705,000 ordinary shares at the nominal value and consideration of £705,000 was received.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

There were no members of key management other than the directors in the current, or prior year.

The immediate and ultimate parent undertaking is CPT Group Holding Limited, an entity incorporated in the Cayman Islands. The registered office address of CPT Group Holding Limited is at the Office of Sertus Incorporation (Cayman) Limited, Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands.

The ultimate controlling party is considered to be Mr Zhijian Wang by virtue of his 100% ownership of all the shares in CPT Group Holding Limited.