Registered number: 11607002
FOR THE YEAR ENDED 31 MARCH 2024
AGORA DIGITAL MARKETS LTD
COMPANY INFORMATION
AGORA DIGITAL MARKETS LTD
CONTENTS
AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
Agora was founded with a vision to create an end-to-end platform for the management of the entire lifecycle of financial instruments from inception to redemption. The complete vision will take some years as it requires digital transformation from critical service providers in the chain. In the first phase, the Agora platform software provides a workflow and collaboration tool for issuers and their banks/dealers and the legal counsel to improve the efficiency of pre-trade and primary execution processes. As the network evolves to include other service providers to the market, the scope will include the post trade environment as well. Agora utilises a Confidential & Permissioned DLT network to real time synchronise and reconcile data providing the highest levels of data integrity, regulatory compliance, security, transparency, resilience and the ability to scale operations with reduced risk and lower costs.
The principal activity of the company is to deliver relevant and practical software which improves the day to day lives of issuers, bankers and all stakeholders by reducing repetitive manual inputs and calculations across the value chain.
Business Review
There were some significant challenges to overcome for the tax year 2023/24 with the very complicated and time-consuming challenge, to and then processing of our Innovation Tax Credit. This was a major drag on the business diverting management time and cash flow stresses. Ultimately 100% of our claim was paid to us by HMRC but 18 months later than it should have been. This put us on the back foot in terms of our finances and made a very difficult fund-raising environment even more challenging.
Whilst the pace of adoption continued to be slower than forecast - a general issue for all FinTechs - the year was ultimately a net positive one for agora on several fronts, including commercial traction, product development and partnerships:
• Commercial traction – our customer base expanded and significant results were delivered on our retail
structured products platform
• Syndicated bond / MTN
- Issuers: a second Supranational issuer signed
- Dealers: a third investment bank dealer
• Structured products use case:
• The total notional value of products issued reached EUR 6bn+ across 700 transactions since
launch.
• Product development – a dedicated Medium Term Note/Private Placements workflow capability, catering
for the specific environment of single dealer transactions for third parties,
• Partnerships – we continued to grow our list of partners:
- We announced our partnership with a soon-to-be-launched new CSD – Montis Group.
- Clearstream/D7.
- This forms a very important step in the realisation of our end-to-end vision, with a particular
focus on seamless data transfer to various market participants and service providers.
• Funding - £2M funding round closed late Dec 2023
• R&D tax credit for YE 31 March 2022 (£900k) received in October 2023
• R&D tax credit for YE 31 March 2023 (£288k) received in February 2024
With Retail Structured Product focus, a strategic decision was taken to renew the sales effort on Structured Products. The core value proposition for the Retail Structured products platform does not require a network effect for users to adopt. This focus is intended to expand this commercial pipeline, giving a focus to potentially earlier available revenues. There is not a “one size fits all” application in this market and each user has its own legacy which requires significant tailoring. We will test again the proposition that there is a scaleable business to be developed for retail structured products.
The principal activity of the company is to deliver relevant and practical software which improves the day to day lives of issuers, bankers and all stakeholders by reducing repetitive manual inputs and calculations across the value chain.
Business Review
There were some significant challenges to overcome for the tax year 2023/24 with the very complicated and time-consuming challenge, to and then processing of our Innovation Tax Credit. This was a major drag on the business diverting management time and cash flow stresses. Ultimately 100% of our claim was paid to us by HMRC but 18 months later than it should have been. This put us on the back foot in terms of our finances and made a very difficult fund-raising environment even more challenging.
Whilst the pace of adoption continued to be slower than forecast - a general issue for all FinTechs - the year was ultimately a net positive one for agora on several fronts, including commercial traction, product development and partnerships:
• Commercial traction – our customer base expanded and significant results were delivered on our retail
structured products platform
• Syndicated bond / MTN
- Issuers: a second Supranational issuer signed
- Dealers: a third investment bank dealer
• Structured products use case:
• The total notional value of products issued reached EUR 6bn+ across 700 transactions since
launch.
• Product development – a dedicated Medium Term Note/Private Placements workflow capability, catering
for the specific environment of single dealer transactions for third parties,
• Partnerships – we continued to grow our list of partners:
- We announced our partnership with a soon-to-be-launched new CSD – Montis Group.
- Clearstream/D7.
- This forms a very important step in the realisation of our end-to-end vision, with a particular
focus on seamless data transfer to various market participants and service providers.
• Funding - £2M funding round closed late Dec 2023
• R&D tax credit for YE 31 March 2022 (£900k) received in October 2023
• R&D tax credit for YE 31 March 2023 (£288k) received in February 2024
With Retail Structured Product focus, a strategic decision was taken to renew the sales effort on Structured Products. The core value proposition for the Retail Structured products platform does not require a network effect for users to adopt. This focus is intended to expand this commercial pipeline, giving a focus to potentially earlier available revenues. There is not a “one size fits all” application in this market and each user has its own legacy which requires significant tailoring. We will test again the proposition that there is a scaleable business to be developed for retail structured products.
Page 1
AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Our proprietary next generation software, ACE (Asset Class Engine), is a framework on which workflow applications can be built in a “low code” environment faster and at a significantly lower cost by business analysts and subject matter experts compared to using more expensive software engineers/ programmers. It is intended that all products eventually migrate to ACE, including structured products. This is to enable scalability and highly efficient application development and update. The commercialisation of ACE may be developed further as resources permit.
Syndicated Bonds/MTNs: Platform pricing strategy is continually evolving and being developed for Syndicated Bond and MTN platform to accelerate adoption and nurturing the most productive dynamic between issuers and banks/dealers, incentivising activity and platform “stickiness”.
Syndicated Bonds/MTNs: Platform pricing strategy is continually evolving and being developed for Syndicated Bond and MTN platform to accelerate adoption and nurturing the most productive dynamic between issuers and banks/dealers, incentivising activity and platform “stickiness”.
Page 2
AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The Risk Committee (RC) updated the 103 risks as set out in its new Risk Assessment, including Financial, Regulatory and Commercial. During the May Risk Committee meeting, discussion took place around each of the risks shown as ‘Medium’, of which there were twelve as shown below. There are no risks shown as being higher than that.
Page 3
AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Page 4
AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The focus since the year end has been a) to reduce the short-term risk by further cutting costs, b) on delivering on the technology upgrade with the launch of our Asset Class Engine “ACE” and c) putting renewed emphasis on our platform for structured products which has been in production for the last 2 years and generating revenues.
We have now delivered an enhanced platform for use in Syndicated Bonds and MTNS via ACE, and this is receiving consistently positive feedback from those users already onboarded setting us up for the long awaited but now imminent go live. Two banks and one issuer are now fully onboarded with the latest software, and we are on track for a second issuer to be on stream by mid-summer. We expect that this activity will unlock other prospects waiting to see our network seeded.
Additionally, following an approach to us from a significant FinTech operating in an adjacent sector we are in the middle of exploring a significant consolidation opportunity that we believe could, for both firms, accelerate platform adoption, diversify our business, and pose a significant to challenge to our remaining competitors.
Important events occurring since the year end:
• Significant burn reduction (via headcount and provider renegotiation and termination).
• Unwind costs reduced significantly, reducing financial and regulatory onus.
• Client contract renegotiation in Retail Structured products which allows us to run this business line at a
modest profit and therefore, persevere in operating and pushing that business.
• Pipeline developed for both business lines.
• ACE Live for MTN workflows supporting all the main categories including Fixed, Floating, Zero-Coupon structures and the ability to add further tranches to an already issued security “Taps”.
• Three clients live/ready on platform with a further client coming in Q3.
• Headline terms proposed and contingent agreement for potential merger.
Research and development activities:
Asset Class Engine (ACE) MTN workflows:
• The ACE platform was delivered to production April 15th supporting Fixed, Floating and Zero-Coupon
structures.
• Bank added as production ready client in late April for deals with issuers
• General maintenance continues based on market feedback to make the system more attractive to
prospective clients
• Ancillary documentation was added to show the capability for existing clients and prospective sales
• New client on-boarding continues
• Outstanding modules for Q3: Audit reports; Configurable user role permissions for different roles; and
ACE architecture enhancements
We have now delivered an enhanced platform for use in Syndicated Bonds and MTNS via ACE, and this is receiving consistently positive feedback from those users already onboarded setting us up for the long awaited but now imminent go live. Two banks and one issuer are now fully onboarded with the latest software, and we are on track for a second issuer to be on stream by mid-summer. We expect that this activity will unlock other prospects waiting to see our network seeded.
Additionally, following an approach to us from a significant FinTech operating in an adjacent sector we are in the middle of exploring a significant consolidation opportunity that we believe could, for both firms, accelerate platform adoption, diversify our business, and pose a significant to challenge to our remaining competitors.
Important events occurring since the year end:
• Significant burn reduction (via headcount and provider renegotiation and termination).
• Unwind costs reduced significantly, reducing financial and regulatory onus.
• Client contract renegotiation in Retail Structured products which allows us to run this business line at a
modest profit and therefore, persevere in operating and pushing that business.
• Pipeline developed for both business lines.
• ACE Live for MTN workflows supporting all the main categories including Fixed, Floating, Zero-Coupon structures and the ability to add further tranches to an already issued security “Taps”.
• Three clients live/ready on platform with a further client coming in Q3.
• Headline terms proposed and contingent agreement for potential merger.
Research and development activities:
Asset Class Engine (ACE) MTN workflows:
• The ACE platform was delivered to production April 15th supporting Fixed, Floating and Zero-Coupon
structures.
• Bank added as production ready client in late April for deals with issuers
• General maintenance continues based on market feedback to make the system more attractive to
prospective clients
• Ancillary documentation was added to show the capability for existing clients and prospective sales
• New client on-boarding continues
• Outstanding modules for Q3: Audit reports; Configurable user role permissions for different roles; and
ACE architecture enhancements
Page 5
AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Operational/General KPIs:
• Maintain focus on commercial traction over further feature investment beyond taps. Scale development
team focused on ACE with network growth and funding and maintain potential to reduce further if
immediate-term traction is not achieved.
• Prioritise market consolidation strategy with the objectives of accelerating adoption, business
diversification and valuation optimisation. (Diversification achieved both in revenue sources and network
expansion routes).
• Focus network monetisation strategy on volume based (validated through merger target).
• Maintain conservative and flexible regulatory strategy, i.e. maintain FCA authorisation.
• Employee options plans. Incentivise via new allocations and resetting strikes.
• End tolerance for operating loss in structured products, where userbase does not constitute network.
• Adopt a flexible DLT strategy.
Tech
• Go-LIVE on ACE MTN platform
• Issuers: 4 new (paying year 3) and Banks/dealers 4 new (triggered by volume)
• Sign up one more bank/client on structured products
Funding:
• Close last £1m of current round Q3
• Close further £1m (min) Q2 2025
• Maintain focus on commercial traction over further feature investment beyond taps. Scale development
team focused on ACE with network growth and funding and maintain potential to reduce further if
immediate-term traction is not achieved.
• Prioritise market consolidation strategy with the objectives of accelerating adoption, business
diversification and valuation optimisation. (Diversification achieved both in revenue sources and network
expansion routes).
• Focus network monetisation strategy on volume based (validated through merger target).
• Maintain conservative and flexible regulatory strategy, i.e. maintain FCA authorisation.
• Employee options plans. Incentivise via new allocations and resetting strikes.
• End tolerance for operating loss in structured products, where userbase does not constitute network.
• Adopt a flexible DLT strategy.
Tech
• Go-LIVE on ACE MTN platform
• Issuers: 4 new (paying year 3) and Banks/dealers 4 new (triggered by volume)
• Sign up one more bank/client on structured products
Funding:
• Close last £1m of current round Q3
• Close further £1m (min) Q2 2025
The Board of Directors of the Company consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below.
The Company is authorised and regulated by the FCA, and the Board is acutely conscious of its responsibility to regulator. The Board, and indeed all Agora employees, are aware of the need to maintain the highest standard of business conduct and the Company’s compliance policies and handbooks are updated on an annual basis to ensure compliance. The Compliance philosophy of Agora, as set out in our Compliance Handbook, is to conduct our business in accordance with both the letter and the spirit of our regulatory obligations, including the 12 Principles for Business.
Information Security is a key element of the Company’s business. The Company has a full-time technical Information Security Lead, who reports to the CTO/CPO, who sits on the Board, and who is supported by the Chief Programmer. The Information Security Lead also has a direct reporting line to the General Counsel, to assure the integrity and independence of the InfoSec function. Training is provided to all employees, including directors, on an at least annual basis to help all staff to fully understand how to comply with all of our policies.
The Company formally manages risk through its Risk Committee. The Committee meets quarterly to review and update the Company’s Risk Register and reports quarterly to the Board. The Company’s Risk Register manages risk in 4 key areas: Business, Legal/Regulatory, Financial, and Operational. All risks are monitored regularly. The Company has recently completed the exercise of revising and updating its Risk Register, to better align it to the Company’s responsibilities as an entity regulated by the FCA.
The Company engages with suppliers on terms appropriate to its size and pays supplier invoices promptly.
Since 2022, the Company has rolled out various Corporate Social Responsibility (CSR) policies as part of our commitment to our ESG strategy. These, together with our Handbooks and other FCA related policy documents, not only underpin our compliance as an FCA regulated business but also ensure that we all maintain our high standards as an ISO14001 and ISO27001 accredited company as well as communicating our approach culturally.
The Company is authorised and regulated by the FCA, and the Board is acutely conscious of its responsibility to regulator. The Board, and indeed all Agora employees, are aware of the need to maintain the highest standard of business conduct and the Company’s compliance policies and handbooks are updated on an annual basis to ensure compliance. The Compliance philosophy of Agora, as set out in our Compliance Handbook, is to conduct our business in accordance with both the letter and the spirit of our regulatory obligations, including the 12 Principles for Business.
Information Security is a key element of the Company’s business. The Company has a full-time technical Information Security Lead, who reports to the CTO/CPO, who sits on the Board, and who is supported by the Chief Programmer. The Information Security Lead also has a direct reporting line to the General Counsel, to assure the integrity and independence of the InfoSec function. Training is provided to all employees, including directors, on an at least annual basis to help all staff to fully understand how to comply with all of our policies.
The Company formally manages risk through its Risk Committee. The Committee meets quarterly to review and update the Company’s Risk Register and reports quarterly to the Board. The Company’s Risk Register manages risk in 4 key areas: Business, Legal/Regulatory, Financial, and Operational. All risks are monitored regularly. The Company has recently completed the exercise of revising and updating its Risk Register, to better align it to the Company’s responsibilities as an entity regulated by the FCA.
The Company engages with suppliers on terms appropriate to its size and pays supplier invoices promptly.
Since 2022, the Company has rolled out various Corporate Social Responsibility (CSR) policies as part of our commitment to our ESG strategy. These, together with our Handbooks and other FCA related policy documents, not only underpin our compliance as an FCA regulated business but also ensure that we all maintain our high standards as an ISO14001 and ISO27001 accredited company as well as communicating our approach culturally.
Page 6
AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
This report was approved by the board on 17 December 2025 and signed on its behalf.
Page 7
AGORA DIGITAL MARKETS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their report and the financial statements for the year ended 31 March 2024.
The directors who served during the year were:
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;
∙state whether applicable UK 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 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 loss for the year, after taxation, amounted to £686,403 (2023 - loss £4,966,261).
The Directors do not propose a dividend for the year ended 31 March 2024 (2022: £nil)
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report.
Page 8
AGORA DIGITAL MARKETS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
There have been no significant events affecting the Company since the year end.
The auditors, RJP LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 17 December 2025 and signed on its behalf.
Page 9
AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD
We have audited the financial statements of Agora Digital Markets Ltd (the 'Company') for the year ended 31 March 2024, which comprise Income Statement, Other 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).
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 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.
Page 10
AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD (CONTINUED)
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.
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.
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.
Page 11
AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD (CONTINUED)
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 Auditors' 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:
Based on our understanding and accumulated knowledge of the company and the sector in which it operates we considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud and whether such actions or non-compliance might have a material effect on the financial statements. These included but were not limited to those that relate to the form and content of the financial statements, such as the company accounting policies, UK accounting standards and UK Companies Act 2006. All team members were briefed to ensure they were aware of any relevant regulations in relation to their work.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting inappropriate journal entries, management bias in accounting estimates and improper revenue recognition associated with period-end cut-off. Our audit procedures included, but were not limited to:
• Agreement of the financial statements to underlying supporting documentation;
• Challenging assumptions and judgements made by management in their significant accounting estimates;
• Revenue period-end cut-off procedures;
• Identifying and testing journal entries;
• Discussions with management, including consideration of known or suspected instances of
non-compliance with laws and regulations and fraud; and
• Obtaining an understanding of the control environment in monitoring compliance with laws and
regulations.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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 Auditors' Report.
Page 12
AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD (CONTINUED)
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 Auditors' 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 Certified Accountants & Statutory Auditors
Ground Floor, Egerton House
68 Baker Street
Surrey
KT13 8AL
Page 13
AGORA DIGITAL MARKETS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
Page 14
AGORA DIGITAL MARKETS LTD
REGISTERED NUMBER: 11607002
BALANCE SHEET
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 December 2025 .
The notes on pages 19 to 33 form part of these financial statements.
Page 15
AGORA DIGITAL MARKETS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
Page 16
AGORA DIGITAL MARKETS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
Page 17
AGORA DIGITAL MARKETS LTD
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024
Page 18
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Agora Digital Markets Ltd is a private company limited by shares incorporated and registered in the United Kingdom on 5 October 2018 with registered number 11607002. The Company’s registered office is Unit 2.05, 12-18 Hoxton Street, London, England, N1 6NG. The nature of the Group's operations and its principal activities are set out in the Strategic Report.
2.Accounting policies
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 (see note 3).
The financial statements are prepared in sterling which is the functional currency of the Company and rounded to the nearest £.
The following principal accounting policies have been applied:
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the forseeable future. Management prepares three year forecasts based on signed agreements and future sales to assess going concern. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Functional and presentation currency
Transactions and balances
Page 19
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Page 20
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Page 21
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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.
Depreciation is provided on the following basis:
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 22
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Page 23
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Page 24
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Useful economic life of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive to change in the estimated useful economic lives and residual values of the assets. The economic lives and residual values are reassessed annually and, where necessary, amended to reflect current conditions.
Recognition of development expenditure as an Intangible fixed asset
On the basis of the relevant accounting standard and related guidance, the company considers it has £1,487,143 of development expenditure in the year ended 31 March 2024, and it satisfies the requirements to capitalise that development expenditure as an Intangible Fixed Asset (“IFA”), and it will choose to categorise that development expenditure as an intangible fixed asset in the year ended 31 March 2024.
Useful economic life of development costs
Management are unable to determine a reliable estimate of the useful economic life of development costs therefore development costs have been amortised based on a useful economic life of 10 years in line with their accounting policy for intangible fixed assets.
Page 25
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 26
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 27
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
There were no factors that may affect future tax charges.
Page 28
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 29
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
Page 30
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
During the year 281,256 ordinary shares with a nominal value per share of £0.001 were issued at a premium of £7.20 per share.
During the year 296,172 seed preferred shares with a nominal value per share of £0.001 were issued at a premium of £5.40 per share.
During the year 296,172 seed preferred shares with a nominal value per share of £0.001 were issued at a premium of £5.40 per share.
Page 31
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Share premium account
Share based payment reserve
Profit and loss account
The Company operates a defined contributions 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 fund and amounted to £15,473 (2023 - £28,398). Contributions totalling £8,238 (2023 - £nil) were payable to the fund at the balance sheet date and are included in creditors.
Page 32
AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page 33