The directors present the strategic report for the year ended 31 December 2025.
Basis Capital Markets UK Ltd. (“Basis” or “the Firm”) provides institutional clients with robust, scalable trading and risk‑management solutions. The Firm’s operating model emphasises transparency, disciplined execution, and resilient systems and controls, supporting long‑term commercial relationships. A foundation of operational resilience, responsible innovation, and strong governance underpins the Firm’s strategic objectives.
Financial markets in 2025 were characterised by shifting global interest rate expectations, persistent geopolitical tensions, and continued adjustments in energy and commodity markets. Periods of volatility were interspersed with more stable trading conditions as market participants recalibrated to evolving macroeconomic signals. Structural trends, including the growth of electronic trading, increased automation, and expanding digital asset infrastructure, continued to influence liquidity, client behaviour, and the competitive landscape for wholesale intermediaries.
In the first half of 2025, the Firm remained focused on executing its strategic agenda, including optimising core operations, enhancing quantitative capabilities, and advancing its technology infrastructure. This strategy is designed to strengthen the Firm’s existing foundations while positioning it to embrace the future of financial markets with agility and innovation.
Later in the year, Basis’s majority shareholder initiated a strategic review to assess the Firm’s long-term direction, operating model, and commercial priorities. In parallel, the Firm undertook a targeted operational consolidation to streamline workflows, strengthen governance, and position the Firm to update and execute its regulatory business plan effectively.
Following the year end, on 15 March 2026, Reliz Technology Group Holdings Inc. (“RTGH”), the Firm’s majority shareholder, filed for Chapter 11 protection in the United States as part of its restructuring process. Basis remains adequately capitalised, continues to meet its liquidity thresholds, and has identified no operational‑resilience or governance impacts arising from the filing.
The Firm operates in markets influenced by global macroeconomic trends, including shifts in interest rate policy, geopolitical developments, and evolving regulatory standards. These factors create both opportunities and risks for market participants. The Board maintains a structured risk‑management framework to identify, monitor, and mitigate the key risks facing the Firm. In addition to these external factors, the Board has also monitored developments relevant to the Firm’s strategic and financial position during the period. The principal risks and uncertainties include:
Shareholder Restructuring – On 15 March 2026, RTGH, the Firm’s majority shareholder, filed for Chapter 11 protection in the United States. RTGH has informed Basis that the restructuring plan includes ongoing funding for Basis, covering operating expenditures and a planned Q2 capital increase, and that it expects to emerge from Chapter 11 within approximately three months, subject to creditor and court approval. Basis remains adequately capitalised, continues to meet its liquidity thresholds, and has identified no operational resilience or governance impacts arising from the filing. The Board is monitoring the restructuring closely.
Operational Resilience – The Firm remains exposed to risks arising from technology dependencies, third‑party service providers, and potential disruptions to trading infrastructure. The Firm continues to invest in systems, controls, and contingency arrangements to maintain resilience.
Market Volatility – Fluctuations in liquidity and client activity can affect revenue stability and risk‑management demands. The Firm maintains disciplined risk controls and a conservative operating posture during periods of heightened volatility.
Regulatory Change – Ongoing developments in prudential, conduct, and financial‑crime regulation require continuous monitoring and adaptation to ensure compliance and operational readiness.
Financial Crime and Conduct Risk – The Firm continues to strengthen its frameworks to prevent, detect, and manage financial‑crime and conduct‑related risks, supported by ongoing enhancements to monitoring, governance, and training.
Market‑Structure Evolution – Consolidation among intermediaries and increased automation continue to reshape competitive dynamics. The Firm monitors these developments closely to ensure its strategy remains aligned with long‑term market trends.
Market conditions in 2025 were shaped by shifting global interest rate expectations, persistent geopolitical tensions, and continued adjustments in energy and commodity markets. These dynamics influenced liquidity, trading behaviour, and client demand across wholesale markets. At the same time, structural trends, including increased automation, evolving market structure dynamics, and ongoing consolidation among intermediaries, continued to reshape competitive pressures and client expectations.
In this environment, Basis focused on strengthening its operational foundations and enhancing governance to support disciplined, risk‑based growth. The Firm invested in systems, processes, and oversight mechanisms to ensure scalability, resilience, and continued alignment with regulatory expectations.
As part of this work, the Firm enhanced its governance and control frameworks, including onboarding, due diligence, and ongoing risk assessment processes. The Firm also strengthened its financial crime capabilities by adding specialist expertise and refining its client‑risk‑management approach. These improvements reinforced the Firm’s commitment to a robust control environment and high standards of regulatory compliance.
At year’s end, the Firm’s Chair stepped down as part of a planned governance evolution. The Board ensured continuity of oversight and strategic direction during this transition
The Firm monitors a range of financial and non‑financial indicators to assess performance, operational resilience, and progress against its strategic objectives. These metrics support effective governance and ensure continued alignment with regulatory expectations.
Active Clients – Client numbers remained broadly unchanged, consistent with the Firm’s focus on selective, risk‑based client engagement. Trading volumes and related revenue remained stable.
Governance – The Firm appointed Michael Latham as Compliance Officer (SMF16) and Money Laundering Reporting Officer (SMF17), strengthening regulatory alignment and oversight capabilities.
Operating and Control Frameworks – The Firm invested significantly in enhancing internal systems, processes, and control frameworks. These improvements support robust risk identification, mitigation, and internal‑control assessment.
Financial Crime and Client‑Risk Management – The Firm strengthened its financial‑crime capabilities by adding specialist expertise and refining its onboarding, due diligence, and ongoing risk‑assessment processes.
Technology – Basis continued to deploy enhancements to its trading systems and technology infrastructure, improving client experience and supporting scalable, resilient operations.
Financial Resilience and Liquidity Management – In line with sector‑wide expectations, the Firm continued to focus on financial resilience, liquidity monitoring, and maintaining a robust and credible wind‑down framework.
Culture, Conduct and Remuneration Governance – The Firm reinforced its cultural framework through enhanced Board oversight, refreshed conduct expectations, strengthened training on regulatory responsibilities, and continued alignment of remuneration governance with behavioural and conduct standards, reinforcing a culture of accountability and responsible risk‑taking.
Business Relationships
At Basis, fair treatment, transparency, and exceptional client service underpin all commercial relationships. The Firm continually evaluates its service proposition and ways of working in light of evolving market conditions, regulatory expectations, and industry best practices, while leveraging technology to enhance efficiency and client outcomes. The Firm maintains robust processes for managing sales suitability and associated risks, including those relating to money laundering, terrorist financing, fraud, and reputational considerations.
The Firm’s approach to supplier and partner selection is closely aligned with its culture and values. Basis applies rigorous due diligence standards to ensure that third‑party providers support the Firm’s operational resilience, control environment, and long‑term strategic objectives. The quality and integrity of these relationships directly influence the Firm’s ability to deliver reliable, cost‑effective, and high‑quality services to clients.
Future Developments
Basis is positioned to expand its business organically through selective client acquisition and the continued development of technology-driven trading and risk-management solutions. The Firm expects to benefit from structural trends across global markets, including increased automation, demand for sophisticated hedging strategies, and the growing institutionalisation of digital asset markets. The transition to the FSMA-based cryptoasset regime is expected to create opportunities for regulated firms with established governance, systems, and controls. Basis intends to align its capabilities to support clients as the regulatory framework evolves. Management remains focused on streamlining and automating workflows to enhance operational efficiency and scalability, building on prior investments in technology and human capital. The Firm will continue to prioritise disciplined, risk-based growth, strong governance, and the delivery of resilient, client-centric solutions as market conditions evolve.
Going Concern Statement
The Directors have assessed the Firm’s financial position, liquidity resources, and projected cash flows for a period of at least twelve months from the date of approval of these financial statements. This assessment has considered the voluntary Chapter 11 filing by the Firm’s majority shareholder, RTGH, on 15 March 2026. Based on information provided by RTGH, the Directors understand that the restructuring plan includes ongoing funding for Basis, covering operating expenditure and the planned Q2 2026 capital increase, and that RTGH expects to emerge from Chapter 11 within approximately three months, subject to creditor and court approval.
The Firm remains adequately capitalised, continues to meet its liquidity thresholds, and has identified no operational‑resilience or governance impacts arising from the filing. Having considered the expected funding arrangements and the actions available to the Firm should circumstances change, the Directors consider that the Firm has adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going‑concern basis in preparing these financial statements.
Therefore, having considered the Group’s reliance on expected funding from RTGH, the Directors have concluded that, based on available information, such funding is expected to be received and therefore no material uncertainty exists.
In fulfilling their duties under section 172 of the Companies Act 2006, the Directors have regard to the long-term success of the Firm and the interests of key stakeholders, including clients, employees, regulators, and shareholders.
Key considerations during the year included:
Clients: Maintaining high standards of execution, transparency, and suitability, supported by enhanced onboarding and due diligence processes
Regulators: Continued investment in compliance, financial crime prevention, and governance frameworks to ensure alignment with evolving regulatory expectations
Employees: Strengthening culture, conduct expectations, and training to support accountability and responsible risk-taking
Shareholder: Ongoing engagement with the majority shareholder, including monitoring developments relating to its post year-end restructuring
The Board integrates these considerations into strategic decision-making, with a focus on long-term resilience and sustainability.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 9. No ordinary dividends were paid. Accordingly, the directors do not
recommend the payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
B Crawford
A Henrikson (Resigned 11 July 2025)
D Marcus (Resigned 31 December 2025)
M Latham (Appointed 27 March 2026)
At Basis, fair treatment of clients and exceptional service are central to all activities. The Firm continually reassesses its service proposition, policies, and procedures, considering changing economic or market conditions, legal and regulatory requirements, evolving industry best practices, organizational developments, and the impact of new technology.
Additionally, the Firm effectively manages sales suitability, money laundering, counter-terrorist financing, fraud, and reputational risk. Simultaneously, the choice of suppliers and business partners significantly impacts the cost and quality of the Firm's product and service offering and, ultimately, the client experience.
Therefore, the Firm consistently strives to achieve a practical, professional, enterprise-ready approach, regardless of who is responsible for the procurement and its cost. The process intertwines with and underpins Basis' organizational values and culture.
Basis will achieve its vision of leveling the playing field of financial market participants by increasing wallet and market share size, leveraging the investments in its platform and trading technologies, and selectively growing the business.
Riches & Company were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
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). 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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.
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company's auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors to make themselves aware of all relevant audit information and establish that the Company's auditor is aware of that information.
We have audited the financial statements of Basis Capital Markets UK Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, the FCA's CASS rules, and health and safety and employment law.
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to depreciation and impairment of fixed assets.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Obtaining third-party confirmation of material bank balances.
Reviewing other documentation for irregularities including fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Basis Capital Markets UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 70 Pall Mall, Third Floor, London, SW1Y 5JG.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
As key management consists of the directors, the figures disclosed above also represent key management personnel compensation.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The Ordinary shares carry full rights to receive notice of, attend and vote at general meetings. One share carried one vote, and full rights to dividends and capital distributions (including upon winding up).
The Ordinary B shares are non-voting shares.
On 15 March 2026, RTGH, the Firm’s majority shareholder, voluntarily filed for Chapter 11 protection in the United States as part of a pre‑negotiated restructuring supported by a majority of its creditors. Further details of this development and its implications for the Firm are set out in the Principal Risks and Uncertainties section of the Strategic Report.
This event does not provide evidence of conditions that existed at the reporting date and has therefore been treated as a non-adjusting event. The financial effect of this event has been assessed and is not expected to have a material impact on the Firm’s financial position. Accordingly, no adjustments have been made to the financial statements.
The Company entered into transactions with Reliz Technology Group Holdings Inc., a company incorporated in Delaware, USA, which indirectly owns 92% of the issued share capital of the Company through Basis Group Holdings Inc.
During the year the Company charged Reliz Technology Group Holdings Inc £1,187,458 (2024: £1,131,237) for consultancy services.
At the year end, the Company owed £20,711 (2024: £nil) to Reliz Technology Group Holdings Inc and was owed £5,000 (2024: £nil) from Basis Group Holdings Inc in respect of intercompany loan balances. These balances are unsecured, interest free and repayable on demand.
There were no other related party transactions during the year.