| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| INFINOX CAPITAL LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| INFINOX CAPITAL LIMITED |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 6 |
| Report of the Independent Auditors | 8 |
| Statement of Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Cash Flow Statement | 14 |
| Notes to the Cash Flow Statement | 15 |
| Notes to the Financial Statements | 16 |
| INFINOX CAPITAL LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Statutory Auditor |
| 20 Havelock Road |
| Hastings |
| East Sussex |
| TN34 1BP |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| The directors present their strategic report for the year ended 31 March 2025. |
| REVIEW OF BUSINESS |
| INFINOX Capital Limited is authorised and regulated by the Financial Conduct Authority (FCA), with registration number 501057. Further information is available at www.fca.gov.uk/register. |
| The 2025 financial year marked a continued period of strategic focus and operational refinement for the Company. Following its transition away from the retail segment and consolidation of efforts under the institutional IXO Prime brand, the Company continued to operate on a leaner, more targeted business model. |
| Revenue for the year was £2.3 million (2024: £3.7 million), reflecting the winding down of legacy retail operations. Gross profit remained strong at £2.1 million (2024: £3.3 million), with a gross margin of nearly 100%, due to minimal direct costs under the current model. Administrative expenses were reduced by 16%, which helped maintain profitability. |
| Operating profit for the year was £0.3 million, and the Company reported a pre-tax profit of £0.3 million (2024: £0.9 million). A deferred tax credit of £0.6 million led to a total comprehensive income of £0.9 million, slightly above the previous year. |
| The directors consider the results satisfactory and remain confident in the Company's long-term positioning within the institutional trading sector. |
| Key Performance Indicators |
| The Company uses the following key performance indicators to measure its financial and operational performance on delivering the strategic goals of the business. |
| - Revenue |
| - Gross profit |
| - Profit before tax |
| - Client assets under management |
| The following table shows the key performance indicators at 31 March 2025 against the same period in the prior year: |
| KPI | 31.3.25 | 31.3.24 |
| Revenue | £ 2.32m | £ 3.69m |
| Gross profit | £ 2.19m | £ 3.31m |
| Profit before tax | £ 0.28m | £ 0.90m |
| Profit for the year | £ 0.91m | £ 0.90m |
| Client assets under management | £ 4.99m | £ 5.40m |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks and uncertainties to which the Company is exposed could each have a material impact on the Company's long-term performance and achievement of its strategic goals. The Company's risk appetite is set by the Board and is documented in the Enterprise Risk Management Framework document. |
| The purpose of the Enterprise Risk Management Framework (ERMF) is to provide the Board with assurance that the firm has assessed, evaluated and managed its risks as far as possible and within the agreed predefined boundaries. Risk is an inherent component of any market interaction and, as an IFPRU730k (since December 2017) investment firm authorised and regulated by the Financial Conduct Authority, the effective management of risk is fundamental to Infinox. The ability to identify, assess, measure, respond, monitor and report on risk is critical to not only the achievement of Infinox's strategic objectives but also the nature of FX trading itself. The ERMF is at the heart of the firm's business. It is dynamic in its application and this reflects the changing risks facing the firm's operations. As an organic and evolving tool, the ERMF informs strategy and facilitates decision making across the firm. The ERMF is embedded at all levels of the business and is underpinned by a robust and proportionate governance structure. It reflects and influences the firm's values; culture; and operations on a day to day basis. |
| Ultimate responsibility for risk management lies with the Board, which has established a Compliance and Risk Committee, chaired by an independent non-executive Director of the Company, which considers risk management in detail. The principles and objectives of the ERMF are cascaded down through the Company and all senior management take an active role in risk identification, assessment and mitigation within a clearly defined governance framework. |
| The main areas of risk for the Company are considered to be the following: |
| - Market risk: Market risk is the risk that changes in market prices will affect the Company's profit and loss or the value of financial instruments held and traded by clients. Although the Company does not directly enter into speculative proprietary positions, the effect of client trades does result in the Company retaining a net market risk. The Company has a market risk policy and a methodology for managing market risk. Market risk is managed on a day-to-day basis by the Trading Risk Team with oversight provided by the Risk Management function and the Board. The risk limits determine the maximum net exposure arising from client activity which the Company is prepared to carry. If the Company's exposure to clients exceeds these limits, the policy requires that the positions are hedged reducing exposure to within defined limits. |
| - Credit risk and counterparty risk: The Company has a credit exposure to the banks with which it deposits funds and the counterparties with which it hedges its market positions. The Company mitigates this risk by ensuring diversification of counterparties and setting minimum levels of creditworthiness for Company counterparties. |
| - Operational risk: Operational risk is defined as the risk of loss arising from inadequate or failed internal processes, people or systems or from external events. The most significant operational risks the company is exposed to are: |
| - Technology risk and business continuity: Technology risk is the risk of a sustained loss of the Company's systems leading to an inability to provide online trading platforms to its clients. This will inevitably lead to a significant loss of clients and income. The Company operates backup for all its trading platforms in separately hosted environments and to support the loss of physical premises the Company also has a contract with a disaster recovery provider for disaster recovery premises. This is supported by ongoing business continuity planning and periodic testing of our disaster recovery facilities and procedures. |
| - Employee and People risk: The Company requires suitably skilled staff to operate, control, develop and manage its business. The Company has a wide range of skill requirements including IT, project management, dealing/market risk management, customer support, HR, compliance, finance, sales and marketing. Without adequate and appropriately skilled staff resources the Company would not be able to operate effectively or achieve its strategic aims. The risk is managed initially through the recruitment and selection of appropriately qualified employees, validated by a pre-employment screening process. Employee risk is also managed on an ongoing basis through training and development (both regulatory and nonregulatory), and reviews of performance to ensure that individual remuneration and performance is managed consistently and fairly. |
| - Legal, regulatory and compliance risk: Legal, regulatory and compliance risk is the risk of legal or regulatory sanctions, legal claims, defective contractual arrangements and the resulting financial loss, or damage to the reputation of the Company. The Company is a full scope IFPRU investment firm under the FCA's rules and is, therefore, subject to robust regulation. As such, regulatory risk is an important element of the risk assessment and management process. The regulatory landscape changes at an ever increasing pace and this imposes significant demands on the resources of the Company. The Company, therefore, continues to ensure sufficient investment is made in resources and training to ensure regulatory demands are met. The responsibility for compliance is spread throughout the Company, and results are monitored and reported to senior management by the Compliance Department. |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| - Liquidity risk: Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company has established policies and a liquidity risk management framework to manage its liquidity risk, including daily production of liquidity reports that summarise current liquidity and liabilities. Liquidity is monitored daily by the senior management of the Company. The Company also undertakes various stress and scenario testing as part of its Internal Capital Adequacy and Risk Assessment Process \"ICARA"\ that is a requirement of the FCA. These scenarios stress test the effect on the Company's capital and liquidity adequacy of both an individual risk materialising or a series of risk events occurring within a short time frame. |
| - Treasury risk: Treasury risk is the risk arising from the movements in the interest rates or exchange rates which affect the Company's profitability or net cash resources. |
| - Interest rate risk: Interest rate risk arises from the loss of revenue from interest earned on client deposits and margined client positions, and the Company's own cash resources. While interest rates remain low, interest income will not make a material contribution to Company profit. Conversely, as interest rates rise the Company should benefit. Given prevailing low interest rates, the Company does not consider interest rate risk to be major risk. |
| - Foreign currency risk: The Company faces currency exposures on translation of its monetary assets and liabilities. This risk is managed by daily monitoring of the Company's net foreign currency position as part of its liquidity risk management. |
| - Business risk: Infinox operates in a highly competitive environment particularly where price, product availability and quality are concerned. Business risk is defined as the potential loss (or inability to realise planned revenues) arising from the inability to properly implement strategic plans. |
| The Board of Directors is ultimately responsible for oversight of business risk, by adopting a strategic planning process and approving, on an annual basis, a strategic plan and budgets. The Managing Director leads the strategic business planning process, working with key committees and stakeholders to develop the strategic plan in a consistent and disciplined manner. On an ongoing basis, business areas identify, manage, and assess the internal and external events and risks that could impede achievement of strategic objectives. Both the Compliance and Risk Committee and the Board meet to evaluate the effectiveness of the strategic plan, and consider what amendments, if any, are required. |
| - Conduct risk: Conduct risk arises out of the manner in which Infinox interacts with its clients and with other market participants. The risk can be qualified in terms of the impact and likelihood the firm's conduct delivering either poor customer outcomes for its clients or adversely impacting the integrity and stability of the markets in which it operates. Infinox's management of conduct risk is delivered by its policies and procedures in relation to product governance; complaints handling and root cause analysis; financial promotions and client communications; disclosure of fees and charges; remuneration and incentive schemes for staff; and corporate governance. |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| SECTION 172(1) STATEMENT |
| Directors should act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows: |
| 'A director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: |
| - the likely consequences of any decisions in the long-term, |
| - the interests of the Company's employees, |
| - the need to foster the Company's business relationships with suppliers, customers and others |
| - to consider the impact of the Company's operations on the community and environment, |
| - the desirability of the Company maintaining a reputation for high standards of business conduct, and |
| - the need to act fairly as between shareholders of the Company.' |
| The Company ensures that Directors are briefed on their duties and they can access professional advice on these if they judge it necessary from an independent adviser. It is important to recognise that the Directors fulfil their duties partly through a governance framework that delegates day-to-day decision-making to employees of the Company. |
| The following paragraphs summarise how the Directors' fulfil their duties: |
| Risk Management: We provide financial services to our clients in highly regulated environment. As we grow, our business and our risk environment also becomes more complex. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to evolve our approach to risk management within our enterprise risk framework. |
| Our People: The Company is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients, communities and society as a whole. People are at the heart of our philosophy. For our business to succeed we need to manage our people's performance and develop and bring through talent while ensuring we operate as efficiently as possible. |
| Business Relationships: Our strategy prioritises organic growth. To do this, we need to develop and maintain strong client relationships. We value all our suppliers and have multi-year contracts with them. |
| Culture and Values: The Board recognises the importance of having the right corporate culture. Our long-term success depends on achieving our strategic goals in the right way, so we look after the best interests of our clients, people and other stakeholders. |
| Shareholders: The Board is committed to openly engaging with our shareholders, as we recognise the importance of a continuing effective dialogue. It is important to us that shareholders understand our strategy and objectives, so these must be explained clearly, feedback heard, and any issues or questions raised properly considered. |
| FUTURE DEVELOPMENTS |
| The company will continue to develop the IXO Prime business brand which offers liquidity and institutional services to brokers, money managers, professional clients and Fintech companies. |
| The business remains well capitalised to take advantage of any other future opportunities. |
| ON BEHALF OF THE BOARD: |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2025. |
| PRINCIPAL ACTIVITIES |
| INFINOX Capital Limited is a global provider of trading services and solutions, specialising within the FX and CFDs markets to retail and professional clients. INFINOX offers customers access to a diverse range of financial instruments, with the opportunity to FX, Precious Metals, Equities and other instruments as Contracts for Differences ("CFDs"). |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 March 2025. |
| DIRECTORS |
| The directors who have held office during the period from 1 April 2024 to the date of this report are as follows: |
| STREAMLINED ENERGY AND CARBON REPORTING |
| The company's only premises are an office of approximately 500 square feet. The directors are satisfied that the company consumed less than 40,000kWh of energy during the year and so no energy consumption information is considered necessary. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), 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 and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| AUDITORS |
| The auditors, Ashdown Hurrey Auditors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INFINOX CAPITAL LIMITED |
| Opinion |
| We have audited the financial statements of Infinox Capital Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 March 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INFINOX CAPITAL LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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. |
| Auditors' 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 a Report of the Auditors 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: |
| We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with management, and from our commercial knowledge and experience of the industry. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including The Companies Act 2006, Investment Firms' Prudential regime, Client Asset Sourcebook and other regulations issued by the Financial Conduct Authority, taxation legislation, data protection, anti-bribery, anti-money-laundering, employment, environmental and health and safety legislation. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - making enquiries of management as to where they considered there was susceptibility to fraud, |
| - their knowledge of actual, suspected and alleged fraud; |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; |
| - and understanding the design of the company’s remuneration policies. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions; |
| - investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; |
| - reading the minutes of meetings of those charged with governance; |
| - enquiring of management as to actual and potential litigation and claims; and |
| - reviewing correspondence with relevant regulators including the company’s legal advisors. |
| 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| INFINOX CAPITAL LIMITED |
| 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 a Report of the Auditors 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 |
| Statutory Auditor |
| 20 Havelock Road |
| Hastings |
| East Sussex |
| TN34 1BP |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 31.3.25 | 31.3.24 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 279,313 | 884,833 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| PROFIT BEFORE TAXATION |
| Tax on profit | 6 | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| BALANCE SHEET |
| 31 MARCH 2025 |
| 31.3.25 | 31.3.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 7 |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Debtors | 9 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 10 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Share premium | 12 |
| Retained earnings | 12 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 April 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 March 2024 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 March 2025 | ( |
) |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 31.3.25 | 31.3.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Tax paid |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Sale of fixed asset investments |
| Loans to related companies | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) |
| Cash flows from financing activities |
| Amount withdrawn by directors | (9,995 | ) | - |
| Net cash from financing activities | ( |
) |
| Decrease in cash and cash equivalents | ( |
) | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
2,328,108 |
| Cash and cash equivalents at end of year |
2 |
1,154,319 |
1,604,435 |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Loss on disposal of fixed assets |
| Finance income | - | (15,553 | ) |
| 304,540 | 942,601 |
| Decrease/(increase) in trade and other debtors | ( |
) |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 March 2025 |
| 31.3.25 | 1.4.24 |
| £ | £ |
| Cash and cash equivalents | 1,154,319 | 1,604,435 |
| Year ended 31 March 2024 |
| 31.3.24 | 1.4.23 |
| £ | £ |
| Cash and cash equivalents | 1,604,435 | 2,328,108 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.4.24 | Cash flow | At 31.3.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 1,604,435 | (450,116 | ) | 1,154,319 |
| 1,604,435 | ( |
) | 1,154,319 |
| Total | 1,604,435 | (450,116 | ) | 1,154,319 |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 1. | STATUTORY INFORMATION |
| Infinox Capital Limited is a |
| The company is fully authorised and regulated by the UK Financial Conduct Authority (under reference 501057) to hold custody assets and client money. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements are presented in British pounds (£), being the company's operating currency. They are rounded to the nearest pound. |
| Significant judgements and estimates |
| There have been no significant judgements made by management in the process of applying the company's accounting policies. |
| Changes in accounting policies |
| There have been no changes to accounting policies during the year under review. |
| Turnover |
| Revenue is recognised to the extent that economic benefits will flow to the company and the revenue can be reliably measured. |
| The company generates commission income through client trading activity combined with movements at external liquidity providers. Since obtaining IFPRU730K status the company has been able to take market risk in line with it's internal capital requirement and limits. |
| Income is recognised on a daily basis with any open positions carried at fair market value. Gains and losses arising on this valuation are recognised in revenue as well as gains and losses on positions that have closed. |
| Since October 2023 the company has moved to a volume based income, receiving commission from Liquidity Providers based upon the volumes traded by clients. This commission is recognised on a daily basis. |
| Support Charge revenue is calculated by identifying the costs incurred by the company to provide these services to their customers and recharging these. These are recognised excluding VAT and are charged monthly based upon the costs incurred that month. |
| Intangible assets - patents and licences |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| The company has a White Label Agreement to operate the trading platform used, with an initial charge and no further costs. In the absence of any timescales within the agreements the company took the view that it would be likely to change or upgrade this platform, at the latest after 10 years. It has therefore decided to amortise these licences on a straight line basis over 10 years. |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Computer equipment | - |
| Impairment |
| Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
| Financial instruments |
| Cash and cash equivalents |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts are shown within borrowings in current liabilities. |
| Impairment of financial assets |
| Financial asset, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. |
| Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
| If there is a decrease in the impairment loss from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
| Equity instruments |
| Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Employee benefits |
| The cost of short-term employee benefits are recognised as a liability and an expenses, unless those costs are required to be recognised as part of the cost of stock or fixed assets. |
| The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. |
| Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
| Provisions |
| Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. |
| The amount recognised as a provision is the best estimate of the consideration required to settle the obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. |
| Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the principal activities of the company. |
| An analysis of turnover by class of business is given below: |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Analysis of turnover by geographical region is not appropriate to the business as income is generated from clients based across the world, using the on-line platform. |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.3.25 | 31.3.24 |
| Directors | 2 | 2 |
| Technical & administration | 3 | 7 |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director is as follows: |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Patents and licences amortisation |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| Foreign exchange differences | ( |
) | ( |
) |
| 6. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the profit for the year was as follows: |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Prior year taxation | (730,076 | ) | - |
| Tax on profit | ( |
) |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 6. | TAXATION - continued |
| Reconciliation of total tax (credit)/charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| Utilisation of tax losses | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Total tax (credit)/charge | (631,546 | ) | 3,888 |
| The company made significant losses in respect of the year to 31st March 2022, which are available to the company to offset against future profits. Deferred tax assets are able to be recognised in the company's financial statements where it is certain that the company will be generating future profits against which to offset this asset. |
| With the recent change in ownership and corporate restructuring Infinox Capital Ltd has returned to profit for two years and the directors are confident that these profits will continue. The directors are therefore satisfied that it is now appropriate to recognise a deferred tax asset as described above. |
| 7. | INTANGIBLE FIXED ASSETS |
| Patents |
| and |
| licences |
| £ |
| COST |
| At 1 April 2024 |
| and 31 March 2025 |
| AMORTISATION |
| At 1 April 2024 |
| Amortisation for year |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 8. | TANGIBLE FIXED ASSETS |
| Computer |
| equipment |
| £ |
| COST |
| At 1 April 2024 |
| and 31 March 2025 |
| DEPRECIATION |
| At 1 April 2024 |
| and 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| 9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| Buffers held | 229,660 | 13,543 |
| Owed by entities under common control | 1,448,834 | - |
| Shareholder's loan account | 9,995 | - |
| Tax |
| Prepayments |
| Accrued income |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Trade creditors |
| Tax |
| Social security and other taxes |
| Other creditors |
| Amounts due to Liquidity providers | - | 1,571,919 |
| Accrued expenses |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.3.25 | 31.3.24 |
| value: | £ | £ |
| Ordinary | £1 | 1,054,103 | 1,054,103 |
| B | £1 | 2,990,408 | 2,990,408 |
| 4,044,511 | 4,044,511 |
| Each Ordinary Share entitles its holder to receive notice of, attend and vote at any general meeting of the company or vote on a written resolution of the company. Each B Share does not entitle its holder to receive notice, attend or vote at any general meeting of the company or vote on a written resolution of the |
| company. |
| Each Ordinary Share has the right to be paid dividends declared (whether final or interim). Each B Share has no rights to be paid dividends declared (whether final or interim). |
| INFINOX CAPITAL LIMITED (REGISTERED NUMBER: 06854853) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 12. | RESERVES |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 April 2024 | ( |
) | (1,526,192 | ) |
| Profit for the year |
| At 31 March 2025 | ( |
) | (613,962 | ) |
| 13. | RELATED PARTY DISCLOSURES |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Sales | ( |
) | ( |
) |
| Movement on loans during the year | - | 1,172,459 |
| Amount due from related party |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Loan balance write off | - | 166 |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Compensation | 557,769 | 933,476 |
| Loans made during the year | 10,005 | - |
| Amount due from related party |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Purchases |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Sales | ( |
) |
| Movement on loans | - | 381,506 |
| Loan balance write off | 63,502 | 499 |
| Amount due to related party | ( |
) |