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Registered number:
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
COMPANY INFORMATION
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QUADRATURE CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
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.
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.
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.
The directors consider that the Company's turnover, profit and financial position are the relevant financial key performance indicators.
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.
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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.
The profit for the year, after taxation, amounted to £410,740k (2024 - £49,572k).
Dividends of £360,037k (2024: £1,329,410k) were paid during the year as set out in note 8 to the accounts.
The directors who served during the year were:
The Company ensures that relationships with suppliers, customers and others are considered throughout the year.
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.
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QUADRATURE CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The 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.
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QUADRATURE CAPITAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
QUADRATURE CAPITAL LIMITED
FOR THE YEAR ENDED 31 JANUARY 2025
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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
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QUADRATURE CAPITAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF
QUADRATURE CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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
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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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
WC2B 5AH
28 May 2025
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QUADRATURE CAPITAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2025.
The notes on pages 12 to 22 form part of these financial statements.
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QUADRATURE CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
Page 10
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QUADRATURE CAPITAL LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
1.Accounting policies
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.
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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
1.Accounting policies (continued)
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.
Functional and presentation currency
Transactions and balances
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
1.Accounting policies (continued)
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
The whole of the turnover is attributable to the Company's principal activity, which was carried out principally in the United Kingdom.
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
7.Taxation (continued)
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%).
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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.
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.
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).
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QUADRATURE CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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.
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