ABEX CAPITAL LIMITED


Directors	Erkan Kaya
	Oliver Richards (Appointed on 4 March 2025)
	Sam Senchal
	Peter Sugarman


Company Secretary	Jacques Van Oorschot


Registered Address	Mutual House
	70 Conduit Street
	London
	W1S 2GF


Registered Number	14607492 (England and Wales)

Notes to the Financial Statements
for the year ended 31 December 2024

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	Basis of preparation
	The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Interest income
	Interest income is recognised using the interest accrual method.

	Employee benefits
	Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the company has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the balance sheet because they are expected to be settled wholly within twelve months after the end of the period.

Employee benefits

Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the company has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the balance sheet because they are expected to be settled wholly within twelve months after the end of the period.

	Defined contribution pension plan
	The company operates a defined contribution pension plan for the benefit of its employees. Contributions are recognised as expenses as they become payable. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

Defined contribution pension plan

The company operates a defined contribution pension plan for the benefit of its employees. Contributions are recognised as expenses as they become payable. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

	Share-based payments
	The company provides share-based payment arrangements to certain employees. Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straightline basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest. Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the profit and loss account.

Share-based payments

The company provides share-based payment arrangements to certain employees. Equity-settled arrangements are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straightline basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest.

Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the profit and loss account.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit and loss account.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit and loss account.

	Intangible assets
	Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired. Amortisation is included in 'administrative expenses' in the profit and loss account. The useful life of the intangible asset is 10 years.

	Research and development
	All research costs are expensed. Costs related to the development of products are capitalised when they meet the criteria stated in FRS 102, Section 18 Intangible assets other than Goodwill. All other development expenditure is recognised as an expense in the period in which it is incurred.

	Tangible fixed assets and depreciation
	All fixed assets are initially recorded at cost. Equipment is used in the company's principal activity of the development of a trading platform or for administrative purposes is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows:

Tangible fixed assets and depreciation

All fixed assets are initially recorded at cost. Equipment is used in the company's principal activity of the development of a trading platform or for administrative purposes is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows:


		Straight line (years)
	Office Equipment	2

	Investments
	Investments in subsidiaries are measured at cost less any accumulated impairment losses.

	Cash and cash equivalents
	Cash and cash equivalents comprise cash at bank, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

	Trade and other creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

	Share capital
	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. Preference shares are classified as equity,as they are non-redeemable, non-cumulative preference shares without a fixed dividend entitlement

2.	Average number of employees


		2024		2023
	Average number of employees during the year	11		11

3.	Intangible assets

	Other	Total
	£	£
Cost or valuation
At 01 January 24	1,650,000	1,650,000
At 31 December 24	1,650,000	1,650,000
Amortisation and impairment
At 01 January 24	151,250	151,250
Charge for year	165,000	165,000
At 31 December 24	316,250	316,250
Net book value
At 31 December 24	1,333,750	1,333,750
At 31 December 23	1,498,750	1,498,750

4.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
At 01 January 24	21,555	21,555
Additions	8,803	8,803
At 31 December 24	30,358	30,358
Depreciation and impairment
At 01 January 24	4,995	4,995
Charge for year	11,831	11,831
At 31 December 24	16,826	16,826
Net book value
At 31 December 24	13,532	13,532
At 31 December 23	16,560	16,560

5.	Debtors: amounts due within one year

	2024	2023
	£	£
Amounts owed by group undertakings	70,512	-
Other debtors	1,053,604	114,925
Prepayments and accrued income	135,488	4,027
Total	1,259,604	118,952


	Other debtors is made up of VAT refund receivable and Research & Development Tax credit receivable.

6.	Creditors: amounts due within one year

	2024	2023
	£	£
Trade creditors / trade payables	136,015	24,184
Amounts owed to related parties	50,000	-
Taxation and social security	69,553	51,937
Accrued liabilities and deferred income	136,330	79,704
Total	391,898	155,825

7.	Pension commitments
	The company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date, all contributions were paid.

8.	Share capital
	The share capital is made up of the following: Class A Ordinary Shares at £0.01 per share - £90.10 (£80.66 in 2023) Class A Preference Shares at £1.00 per share - £5,845,323.00 (£4,345,329.00 in 2023) Class B Ordinary Shares at £0.01 per share - £21.08 (£21.08 in 2023) Class B Preference Shares at £1.00 per share - £1,499,960.00 (£1,499,960.00 in 2023) Class C Ordinary Shares at £0.01 per share - £0.37 (£0.00 in 2023) Class C Preference shares at £0.000001 per share - £21.11 (£21.11 in 2023)

Share capital

The share capital is made up of the following:
Class A Ordinary Shares at £0.01 per share - £90.10 (£80.66 in 2023)
Class A Preference Shares at £1.00 per share - £5,845,323.00 (£4,345,329.00 in 2023)
Class B Ordinary Shares at £0.01 per share - £21.08 (£21.08 in 2023) 
Class B Preference Shares at £1.00 per share - £1,499,960.00 (£1,499,960.00 in 2023)
Class C Ordinary Shares at £0.01 per share - £0.37 (£0.00 in 2023) 
Class C Preference shares at £0.000001 per share - £21.11 (£21.11 in 2023)

9.	Parent-subsidiary relationships
	During the year Abex Capital Ltd acquired Abex Capital UK Ltd and Abex Derivatives UK Ltd.

10.	Further information regarding the company's financial position
	INVESTMENTS: - On 2 August 2024 the company acquired 100% of the issued share capital of Rubicon Digital UK Limited, an entity incorporated in England & Wales, for a consideration of £1,251,456. The acquired entity was renamed to ABEX Capital UK Limited; and - On 16 December 2024 the company incorporated ABEX UK Derivatives Limited, with a nominal share capital of £1. 2024 2023 £ £ As at 1 January 2024 - - Additions 1,251,457 - Diposals - - As at 31 December 2024 1,251,457 -

10.

Further information regarding the company's financial position

INVESTMENTS:

- On 2 August 2024 the company acquired 100% of the issued share capital of Rubicon Digital UK Limited, an entity incorporated in England & Wales, for a consideration of £1,251,456. The acquired entity was renamed to ABEX Capital UK Limited; and 
- On 16 December 2024 the company incorporated ABEX UK Derivatives Limited, with a nominal share capital of £1.                                 

                                                          2024               2023
                                                             £                     £
As at 1 January 2024                           -                      -
Additions                                        1,251,457             -
Diposals                                               -                      -
As at 31 December 2024               1,251,457             -

	Notes	2024		2023
		£	£	£	£
Fixed assets
Intangible assets	3		1,333,750		1,498,750
Tangible assets	4		13,532		16,560
Investments			1,251,457		-
			2,598,739		1,515,310
Current assets
Debtors	5	1,259,604		118,952
Cash at bank and on hand		429,150		2,322,238
		1,688,754		2,441,190
Creditors amounts falling due within one year	6	(391,898)		(155,825)
Net current assets (liabilities)			1,296,856		2,285,365
Total assets less current liabilities			3,895,595		3,800,675
Net assets			3,895,595		3,800,675
Capital and reserves
Called up share capital			7,345,416		5,845,412
Share premium			1,001,704		-
Other reserves			2		-
Profit and loss account			(4,451,527)		(2,044,737)
Shareholders' funds			3,895,595		3,800,675