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Registered number: 09516131 QUADRATURE CAPITAL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
QUADRATURE CAPITAL LIMITED COMPANY INFORMATION
Directors | S Setiya
| GH Skinner
Registered number | 09516131
Registered office | The Leadenhall Building
| 122 Leadenhall Street
| London
| EC3V 4AB
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| London
| WC2B 5AH
Bankers | HSBC Bank plc
| 8 Canada Square
| London
| E14 5HQ
QUADRATURE CAPITAL LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2025
Introduction
The directors present their strategic report together with the financial statements of Quadrature Capital Limited (the "Company" or "QCL") for the year ended 31 January 2025.
Business review
The results of the Company for the year are shown in the statement of comprehensive income and retained earnings on page 7 and the financial position is set out in the statement of financial position on page 8. The Company receives remuneration for investment management services. Revenue and profitability are driven by the performance and assets of the funds under management.
Principal risks and uncertainties
The principal activity of the Company is the provision of investment management services. A portion of revenue is based on a fixed fee structure, and the rest is calculated by reference to the performance of the funds under management. As a result, the fixed portion is relatively stable, and is sufficient to cover the current operational expenses of the Company. From an operational perspective, the key risks to the Company relate to operational and control errors, which may impact the Company’s investment related activities, and potential non-compliance with applicable regulations. These risks are managed respectively through applicable controls and periodic reviews of the effectiveness of the Company's operational and compliance framework.
Key performance indicators
The directors consider that the Company's turnover, profit and financial position are the relevant financial key performance indicators.
Directors' statement of compliance with duty to promote the success of the Company
The directors have considered the requirements of section 172(1) of the Companies Act 2006 throughout the year. Long term consequences of decisions are considered as well as the impact of decisions on employees, stakeholders, the community and environment. QCL is committed to high standards of business conduct and ensures all members of the company are treated fairly. This report was approved by the board on 27 May 2025 and signed on its behalf.
GH Skinner Director | S Setiya Director
Page 1
QUADRATURE CAPITAL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 JANUARY 2025 The directors present their report and the financial statements for the year ended 31 January 2025.
Principal activity
The principal activity of the Company is the provision of investment management services.
Results and dividends
The profit for the year, after taxation, amounted to £410,740 k (2024 - £49,572 k). Dividends of £360,037k (2024: £1,329,410k) were paid during the year as set out in note 8 to the accounts.
Directors
The directors who served during the year were:
S Setiya
GH Skinner
Political contributions
The company made a donation of £4,000k to the Labour Party during the year.
Engagement with suppliers, customers and others
The Company ensures that relationships with suppliers, customers and others are considered throughout the year.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Company's greenhouse gas emissions and energy consumption are as follows:
|  |  |  | 2025 | 2024
Emissions resulting from the combustion of gas by the Company for its own use (in tonnes of CO2 equivalent) | 96.7 | 124
Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent) | 883.1 | 843
Energy consumed from activities for which the Company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Company for its own use, including for the purposes of transport, in kWh | 4,838,914 | 4,790,168
To calculate green house gas (GHG) emissions QCL have used the HMRC GHG Conversion factors. The intensity ratio used by the Company to track its energy efficiency performance is: Tonnes of CO2 per £ million of income. For the year ended 31 January 2025, the intensity ratio is 0.79 (2024: 1.64). The Company takes responsibility for any direct climate impacts during the period by estimating total carbon emissions, including those from the production of computer hardware. It's our policy to offset total emissions where possible. The Company is very aware of the environmental impact of running a company and strives to reduce this impact as much as possible. Page 2
QUADRATURE CAPITAL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2025
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙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.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 27 May 2025 and signed on its behalf.
GH Skinner Director | S Setiya Director
Page 3
QUADRATURE CAPITAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF QUADRATURE CAPITAL LIMITED FOR THE YEAR ENDED 31 JANUARY 2025
Opinion
We have audited the financial statements of Quadrature Capital Limited (the 'Company') for the year ended 31 January 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the notes to the financial statements, 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). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 January 2025 and of its profit 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 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.
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. Page 4
QUADRATURE CAPITAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF QUADRATURE CAPITAL LIMITED (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2025
Opinion on other matters prescribed by the Companies Act 2006
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.
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: ∙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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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. 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: We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and non-compliance with laws and regulations, our procedures included the following: enquiring of management concerning the Company’s policies with regards identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the Company’s policies detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the Company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the Company operates in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Company. The key laws and regulations we considered in this Page 5
QUADRATURE CAPITAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF QUADRATURE CAPITAL LIMITED (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2025 context included the UK Companies Act 2006, the Financial Services and Markets Act 2000 and applicable tax legislation. One particular focus area was the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the Company for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments. Another focus area was non-compliance with the rules of the Financial Conduct Authority (‘the FCA’). The Company was authorised and regulated by the FCA throughout the period. Our procedures to respond to risks identified included the following: reviewing correspondence between the Company and the FCA, performing analytical review to detect receipts of client money and remaining alert to the possibility of accidental receipt of client monies; and discussion of regulatory matters with the appointed officers of the Company. 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 collusion. 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.
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. Richard Hinton (Senior Statutory Auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street London WC2B 5AH 28 May 2025 Page 6
QUADRATURE CAPITAL LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JANUARY 2025
| 2025 | 2024
Note | £000 | £000
Turnover | 2 | 1,224,817 | 588,202
Administrative expenses |  | (686,012) | (549,656)
Other income |  | 17,751 | -
Operating profit | 4 | 556,556 | 38,546
Fair value movements on investments |  | - | 18,816
Interest receivable and similar income |  | 5,282 | 3,870
Interest payable and similar expenses | 6 | (7,897) | (5,012)
Profit before tax |  | 553,941 | 56,220
Tax on profit | 7 | (143,201) | (6,648)
Profit for the financial year |  | 410,740 | 49,572
There was no other comprehensive income for 2025 (2024:£nil).
The notes on pages 12 to 22 form part of these financial statements.
Page 7
|  | REGISTERED NUMBER:09516131
QUADRATURE CAPITAL LIMITED STATEMENT OF FINANCIAL POSITION AS AT 31 JANUARY 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 9 |  | 186,215 |  | 113,582
|  |  | 186,215 |  | 113,582
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 302,139 |  | 236,347 |
Cash at bank and in hand |  | 68,096 |  | 26,876 |
|  | 370,235 |  | 263,223 |
Creditors: amounts falling due within one year | 11 | (157,629) |  | (130,834) |
Net current assets |  |  | 212,606 |  | 132,389
Total assets less current liabilities |  |  | 398,821 |  | 245,971
Creditors: amounts falling due after more than one year | 12 |  | (64,586) |  | (57,829)
Deferred tax | 14 |  | (26,340) |  | -
Net assets |  |  | 307,895 |  | 188,142
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | - |  | -
Share premium account |  |  | 93,625 |  | 24,575
Profit and loss account |  |  | 214,270 |  | 163,567
|  |  | 307,895 |  | 188,142
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2025.
GH Skinner | S Setiya
Director | Director
The notes on pages 12 to 22 form part of these financial statements. Page 8
QUADRATURE CAPITAL LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £000 | £000 | £000 | £000
At 1 February 2023 | - | 575 | 1,443,405 | 1,443,980
Profit for the year | - | - | 49,572 | 49,572
Dividends: Equity capital | - | - | (1,329,410) | (1,329,410)
Shares issued during the year | - | 24,000 | - | 24,000
At 1 February 2024 | - | 24,575 | 163,567 | 188,142
Profit for the year | - | - | 410,740 | 410,740
Dividends paid in year | - | - | (360,037) | (360,037)
Shares issued during the year | - | 69,050 | - | 69,050
At 31 January 2025 | - | 93,625 | 214,270 | 307,895
| The notes on pages 12 to 22 form part of these financial statements.
Page 9
QUADRATURE CAPITAL LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 JANUARY 2025
|  |  | 2025 | 2024
|  |  | £000 | £000
Cash flows from operating activities |  |
Profit for the financial year | 410,740 | 49,572
Adjustments for: |  |
Depreciation of tangible assets | 45,764 | 17,177
Bad debt write-off | 14 | -
Loss on disposal of tangible assets | 295 | 1,642
Interest expense | 7,898 | 5,013
Interest income | (5,282) | (3,870)
Taxation charge | 143,201 | 6,648
(Increase) in debtors | (90,587) | (11,688)
(Decrease)/increase in creditors | (41,280) | 51,386
Fair value gain on investments | - | (18,816)
Realised FX movements | (7,424) | -
Corporation tax (paid) | (86,571) | (18,415)
Other Interest income received | 1,813 | -
R&D Tax credit | (11,462) | -
Net cash generated from operating activities | 367,119 | 78,649
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (19,836) | (13,438)
Sale of tangible fixed assets | - | 9
Sale of unlisted and other investments | - | 71,100
Interest received | - | 608
Loans repaid by directors | 18,513 | -
Interest income received on directors loans | 761 | -
Net cash from investing activities | (562) | 58,279
Cash flows from financing activities |  |
Issue of ordinary shares | 69,050 | 24,000
Loans made during the year | - | (56,700)
Repayment of hire purchase leases | (34,350) | (22,192)
Dividends paid | (360,037) | (82,938)
Interest paid | - | (3)
Hire purchase interest paid | - | (368)
Net cash used in financing activities | (325,337) | (138,201)
Net decrease in cash and cash equivalents | 41,220 | (1,273)
Cash and cash equivalents at beginning of year | 26,876 | 28,149
Cash and cash equivalents at the end of year | 68,096 | 26,876
Page 10
QUADRATURE CAPITAL LIMITED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2025
|  | 2025 | 2024
|  | £000 | £000
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 68,096 | 26,876
The notes on pages 12 to 23 form part of these financial statements.
Page 11
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 1.Accounting policies
| 1.1 | Basis of preparation of financial statements
Quadrature Capital Limited ('the Company') is a private company limited by shares incorporated in the UK and registered in England & Wales. The company's registered address is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB. 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. Management are also required to exercise judgement in applying the Company's accounting policies. Due to the straight forward nature of the business management consider that no critical judgements have been made in applying the Company's accounting policies.
| 1.2 | Revenue
Revenue comprises fund management advisory fees during the year. Management fees are recognised as they accrue across the year. Performance fees are only recognised on crystallisation.
| 1.3 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. 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. The estimated useful lives are as follows:
|  |  |  | Leasehold improvements | - | 10 years/over the remaining lease term, if shorter
|  |  |  | Motor vehicles | - | 3 years
|  |  |  | Fixtures and fittings | - | 10 years
|  |  |  | Office equipment | - | 4 years
|  |  |  | Computer equipment | - | 3 to 5 years
|  |  |  | Computer software | - | 4 to 5 years
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. Page 12
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 1.Accounting policies (continued)
| 1.4 | Valuation of investments
Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each month end. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period.
| 1.5 | Financial instruments
Excluding investments, all other financial instruments arise directly from the company's operations. All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The Company does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. The Company’s cash holdings comprise on demand balances and balances realisable within 30 days. All cash is held with banks with strong external credit ratings. Lease liabilities are recognised at amortised cost, representing the total discounted lease payments due under the arrangement. Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. As the Company only has short term receivables and payables, its net current asset position is a reasonable measure of its liquidity at any given time.
| 1.6 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Pound Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
| 1.7 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.
| 1.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 13
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 1.Accounting policies (continued)
| 1.9 | Operating leases
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 1.10 | Leased assets
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over the shorter of the lease term and their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 1.11 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
| 1.12 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 1.13 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date. Page 14
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
2. | Turnover
The whole of the turnover is attributable to the Company's principal activity, which was carried out principally in the United Kingdom.
3. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other operating income | 17,751 | -
|  | 17,751 | -
4. | Operating profit
| The operating profit is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Depreciation of tangible fixed assets | 45,764 | 17,177
| Loss on disposal of tangible assets | 295 | 1,642
| Auditors' remuneration: audit services | 36 | 36
| Auditors' remuneration: other services | 137 | 155
| Operating lease rentals - land & buildings | 4,024 | 4,871
| Operating lease rentals - other assets | 82 | 84
| Foreign exchange differences | (2,880) | 2,093
5. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Wages and salaries | 480,196 | 351,291
| Social security costs | 74,361 | 55,496
| Cost of defined contribution scheme | 1,563 | 1,198
|  | 556,120 | 407,985
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 173 | 143
Page 15
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
6. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Finance leases and hire purchase contracts | 1,760 | 368
| Other interest payable | 6,137 | 4,644
|  | 7,897 | 5,012
| Other interest payable is comprised of amounts related to interest paid to HMRC as well as unwinding of interest on deferred bonuses.
7. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| UK Corporation tax on profits for the year | 108,153 | -
| Adjustments in respect of previous periods | 3,019 | (1,463)
|  | 111,172 | (1,463)
| Foreign tax |  |
| Foreign tax on income for the year | 59 | 510
| Total current tax | 111,231 | (953)
| Deferred tax |  |
| Origination and reversal of timing differences | 31,734 | 5,499
| Adjustments to tax charge in respect of prior periods | 236 | 2,102
| Total deferred tax | 31,970 | 7,601
| Taxation on profit on ordinary activities | 143,201 | 6,648
Page 16
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025 7.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year differs from the effective rate of corporation tax for the year in the UK of 25% (2024 - 24.03%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | 553,922 | 56,220
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 24.03%) | 138,481 | 13,510
| Effects of: |  |
| Expenses not deductible for tax purposes | 1,463 | 1,127
| Capital allowances for year in excess of depreciation | 185 | (25)
| Adjustments to tax charge in respect of prior periods | 3,254 | 639
| Non-taxable revaluations of investments | - | (4,522)
| Research and development tax credit | (225) | (1,519)
| Effect of providing for deferred tax at 25% | - | 213
| Effects of overseas tax | 43 | -
| Group relief | - | (2,775)
| Total tax charge for the year | 143,201 | 6,648
| Factors that may affect future tax charges
The company's deferred tax liability at 31 January 2025 has been measured using the enacted tax rate in the UK of 25% (2024: 25%).
8. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Dividends on ordinary shares | 360,037 | 1,329,410
|  | 360,037 | 1,329,410
Page 17
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
9. | Tangible fixed assets
|  | Leasehold improvements | Motor vehicles | Fixtures and fittings | Equipment and software | Total
|  | £000 | £000 | £000 | £000 | £000
| Cost |  |  |  |  |
| At 1 February 2024 | 33,252 | 383 | 1,712 | 125,262 | 160,609
| Additions | 466 | 193 | 10 | 118,025 | 118,694
| Disposals | (465) | - | - | (3,561) | (4,026)
| At 31 January 2025 | 33,253 | 576 | 1,722 | 239,726 | 275,277
| Depreciation |  |  |  |  |
| At 1 February 2024 | 7,255 | 357 | 371 | 39,046 | 47,029
| Charge for the year | 3,363 | 79 | 171 | 42,151 | 45,764
| Disposals | (227) | - | - | (3,504) | (3,731)
| At 31 January 2025 | 10,391 | 436 | 542 | 77,693 | 89,062
| Net book value |  |  |  |  |
| At 31 January 2025 | 22,862 | 140 | 1,180 | 162,033 | 186,215
| At 31 January 2024 | 25,997 | 27 | 1,342 | 86,216 | 113,582
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Motor vehicles | 140 | 27
| Equipment and software | 125,554 | 73,919
Page 18
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
10. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | 92,107 | 14,712
| Amounts owed by group undertakings | 841 | 1,334
| Other debtors | 3,727 | 14,066
| Directors' loans receivable | 144,216 | 160,022
| Tax receivable related to directors' loans | 52,401 | 33,265
| Prepayments | 8,847 | 7,329
| Deferred taxation | - | 5,619
|  | 302,139 | 236,347
| Trade debtors, directors' loans receivable, tax receivable related to directors' loans, prepayments, amounts owed by group undertakings and other debtors (excluding recoverable VAT) constitute the Company's only financial assets measured at amortised cost. The aggregate carrying value was £299,731k (2024: £216,922k)
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other loans | 3,960 | -
| Trade creditors | 2,124 | 898
| Amounts owed to group undertakings | 24,052 | 5
| Corporation tax | 14,033 | -
| Obligations under finance lease and hire purchase contracts | 61,731 | 25,572
| Other creditors | 611 | 741
| Accruals and deferred bonuses | 51,118 | 103,618
|  | 157,629 | 130,834
Page 19
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other loans | 4,101 | -
| Net obligations under finance leases and hire purchase contracts | 51,269 | 34,691
| Other creditors | 2,114 | 2,528
| Accruals and deferred bonuses | 7,102 | 20,610
|  | 64,586 | 57,829
| The Company's financial liabilities measured at amortised cost are comprised of the other loans, trade creditors, other creditors, amounts owed to group undertakings, accruals, deferred bonuses, coporation tax and finance leases. The aggregate carrying value of these liabilities is £222,215k (2024: £188,663k)
13. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Within one year | 57,025 | 25,571
| Between 1-5 years | 61,229 | 34,691
|  | 118,254 | 60,262
14. | Deferred taxation
|  | 2025 | 2024
|  | £000 | £000
| At beginning of year | 5,619 | 13,221
| Charged to the profit or loss account | (31,959) | (7,601)
| At end of year | (26,340) | 5,620
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Accelerated capital allowances | (40,365) | (20,768)
| Expenditure deductible when paid | 14,025 | 26,387
|  | (26,340) | 5,619
Page 20
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
15. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | Enter number 10 Ordinary shares of £1.00 each | 10 | 6
During the year 4 Ordinary shares of £1 each were issued to QC Ventures Limited, a company registered in the Cayman Islands, (the Parent Company) for a total cash consideration of £69,050k.
16. | Related party transactions
Under section 33.1A of FRS102 the company is not required to give details of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member. During the year emoluments of £23,338k (2024: £20,033k) were paid to directors of the company. The directors are considered to be the company's key management personnel and are the Company’s ultimate controlling party. Retirement benefits totalling £20k (2024: £20k) were accrued for two directors in respect of defined contribution pension schemes. The highest paid director received remuneration of £11,688k (2024: £10,019k) and pension contributions of £10k (2024: £10k) were made on his behalf. During the year loans totalling £nil (2024: £56,700k) were made to directors of the company, and repayments of £19,274k (2024: £nil) were received. Interest of £3,469k (2024: £3,262k) was charged on these balances during the year. At 31 January 2025, the outstanding balance was £144,216k (2024: £160,022k). During the year donations of £nil (2024: £67,113k) were made to Quadrature Climate Foundation, a charity of which the directors are trustees.
17. | Pension commitments
The company operates a defined contribution 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 scheme and amounted to £1,567k (2023: £944k). At 31 January 2025 contributions of £138k (2024: £119k) were unpaid and are included in Other creditors (note 11).
18. | Commitments under operating leases
| At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Not later than 1 year | 4,511 | 4,032
| Later than 1 year and not later than 5 years | 14,053 | 5,748
| Later than 5 years | - | 3,097
|  | 18,564 | 12,877
Page 21
QUADRATURE CAPITAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025
| 19. | Analysis of net debt
|  |  | At 1 February 2024 | Cash flows | New finance leases | Other non-cash changes | At 31 January 2025
|  |  | £000 | £000 | £000 | £000 | £000
| Cash at bank and in hand | 26,876 | 41,220 | - | - | 68,096
| Debt due after 1 year | - | - | - | (4,101) | (4,101)
| Debt due within 1 year | - | - | - | (3,960) | (3,960)
| Finance leases | (60,263) | 34,350 | (87,090) | - | (113,003)
|  | (33,387) | 75,570 | (87,090) | (8,061) | (52,968)
20. | Post balance sheet events
Post year-end, the Company entered into several finance leases with minimum lease payments amounting to £99,420k. The leases entered relate to equipment.
21. | Parent undertaking and ultimate controlling party
The immediate parent undertaking is QC Ventures Limited, which is incorporated in the Cayman Islands, and its registered office is PO Box 10250, Grand Pavilion Commercial Centre, Suite 7, 802 West Bay Road, Grand Cayman KY1-1003, Cayman Islands. GH Skinner and S Setiya are deemed to be the ultimate beneficial owners through their respective holding companies, Squad Holdings Limited and Alethia Holdings Limited.
Page 22