Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
EXEGY UK LIMITED
CONTENTS
EXEGY UK LIMITED
COMPANY INFORMATION
Page 1
EXEGY UK LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors have pleasure in presenting their strategic report for the year ended 31 December 2024.
The principal activity of the group is to provide high-performance electronic trading solutions to the global financial services industry. The parent entity, Exegy, Inc, has developed proprietary trading, market data and exchange connectivity platforms that facilitate feed coverage of all North American, European, Australian and Asian securities exchanges. The Exegy UK group acts as a limited risk distributor to customers in the European market.
The directors continue to integrate the businesses, and are satisfied with the performance during the year. Turnover has increased by 25% compared to 2023, reflecting continued growth across the group entities. The group recorded an operating loss for the year of £2,915,589 (2023 as restated: loss of £963,900).
Interest receivable and similar income for the group amounted to £318,068 (2023 as restated: £305,294). The group recorded a loss before tax of £2,597,521 (2023 as restated: loss of £658,606). EBITDA for the group, excluding exceptional items, amounted to a loss of £148,544 (2023 as restated: gain of £643,441).
The group undertook an exercise to review and reconcile previously presented group financial information, as a result of an entity simplification plan and acquisitions in prior years. Further details are provided in note 26.
The directors continue to integrate the businesses, and are satisfied with the performance during the year. Turnover has increased by 25% compared to 2023, reflecting continued growth across the group entities. The group recorded an operating loss for the year of £2,915,589 (2023 as restated: loss of £963,900).
Interest receivable and similar income for the group amounted to £318,068 (2023 as restated: £305,294). The group recorded a loss before tax of £2,597,521 (2023 as restated: loss of £658,606). EBITDA for the group, excluding exceptional items, amounted to a loss of £148,544 (2023 as restated: gain of £643,441).
The group undertook an exercise to review and reconcile previously presented group financial information, as a result of an entity simplification plan and acquisitions in prior years. Further details are provided in note 26.
The directors address both the strategic and specific business risks facing the group including, but not restricted to liquidity risk, foreign currency risk, credit risk and operational risk.
Liquidity risk is managed at a group level to ensure that there are sufficient liquid resources across the group to fund operational activities and investment. Similarly, foreign currency risk is managed at a group level, and sufficient liquid funds are maintained across the operating currencies of the group (USD, GBP and Euro). The UK group does not engage in any hedging strategies.
The directors monitor the potential credit risk by ensuring regular credit checks on customers and by adopting robust credit control procedures. The group also ensures that the business has appropriate and skilled employees to deliver against the business objectives.
Liquidity risk is managed at a group level to ensure that there are sufficient liquid resources across the group to fund operational activities and investment. Similarly, foreign currency risk is managed at a group level, and sufficient liquid funds are maintained across the operating currencies of the group (USD, GBP and Euro). The UK group does not engage in any hedging strategies.
The directors monitor the potential credit risk by ensuring regular credit checks on customers and by adopting robust credit control procedures. The group also ensures that the business has appropriate and skilled employees to deliver against the business objectives.
Going concern
The directors of the company and its group have prepared these financial statements on the going concern basis, having received assurances from the parent company and the wider group confirming their intention to support the company and its group for a period of at least twelve months from the date of approval of these financial statements. As set out in note 2.3 to these financial statements, the facilities of the wider group include a substantial term loan that matures in May 2027.
The directors regard the key measures as revenue, gross margin and operating profit. The directors also measure the net asset position of the balance sheet.
Revenue for the group grew from £14,776,996 in 2023 to £18,445,325 in 2024, a rise of 25%. The gross profit margin rose during the same period, from 47% in 2023 to 55% in 2024. Operating losses increased, from an operating loss of £963,900 in 2023 to an operating loss of £2,915,589 in 2024, reflecting exceptional costs of £1,051,130 incurred in the year (refer to note 7).
Revenue for the group grew from £14,776,996 in 2023 to £18,445,325 in 2024, a rise of 25%. The gross profit margin rose during the same period, from 47% in 2023 to 55% in 2024. Operating losses increased, from an operating loss of £963,900 in 2023 to an operating loss of £2,915,589 in 2024, reflecting exceptional costs of £1,051,130 incurred in the year (refer to note 7).
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EXEGY UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
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EXEGY UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £2,376,651 (2023 - loss £246,917).
The directors do not recommend the payment of a dividend.
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information,
required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008', in the strategic report.
required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008', in the strategic report.
There have been no significant events affecting the Group since the year end.
This report was approved by the board and signed on its behalf.
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EXEGY UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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EXEGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EXEGY UK LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2024
We have audited the financial statements of Exegy UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 Group 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 qualified opinion.
We draw attention to note 2.3 in the financial statements, which indicates that whilst the directors expect that the parent undertaking will be able to re-negotiate its loan facilities at or prior to maturity of its existing facilities in May 2027, the absence of committed facilities extending beyond May 2027 at the date of approval of these financial statements, indicates the existence of a material uncertainty. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the company and group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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EXEGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EXEGY UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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EXEGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EXEGY UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 Group 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:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental, and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
∙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; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
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;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙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; and
∙enquiring of management as to actual and potential litigation and claims;
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.
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EXEGY UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EXEGY UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 Auditors' 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 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 Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
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EXEGY UK LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 40 form part of these financial statements.
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EXEGY UK LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 40 form part of these financial statements.
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EXEGY UK LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Exegy UK Limited is a private company limited by shares incorporated in England and Wales. The
address of its registered office is 5 New Street Square, London, EC4A 3TW.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £
address of its registered office is 5 New Street Square, London, EC4A 3TW.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £
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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The directors of the company and its group have received assurances from the parent company and wider group confirming their intention to support the company and its group for a period of at least twelve months from the date of approval of these financial statements. Furthermore, the company is in receipt of a letter of support from its intermediate parent undertaking, EXV Midco LLC, that it will continue to provide the funding necessary to enable the entity and its group to settle its liabilities as they fall due.
In considering the going concern basis of preparation, the directors have considered the ability of EXV Midco LLC and the Exegy group (“the wider group”) to provide support, including review of the wider group’s cash flow forecasts and the facilities currently in place and extending for at least twelve months from the date of approval of these financial statements. The facilities of the wider Exegy group include a substantial term loan that matures in May 2027. The directors will commence negotiations in the coming months to extend or refinance those facilities.
The directors remain confident that the company and its group will have adequate funding to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
In considering the going concern basis of preparation, the directors have considered the ability of EXV Midco LLC and the Exegy group (“the wider group”) to provide support, including review of the wider group’s cash flow forecasts and the facilities currently in place and extending for at least twelve months from the date of approval of these financial statements. The facilities of the wider Exegy group include a substantial term loan that matures in May 2027. The directors will commence negotiations in the coming months to extend or refinance those facilities.
The directors remain confident that the company and its group will have adequate funding to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Revenue is derived from the supply and leasing of hardware-accelerated computing appliances and providing bundled services relating to these appliances, such as remote managed services, full maintenance and product upgrades. Each component is considered a separate performance obligation with revenue being allocated to each performance obligation based on relative stand-alone selling prices. Upon successful installation of the appliance, revenue is recognised and an expense is recognised within cost of sales. Bundled-service components are recognised over the period of the contract. The group also earns revenue from the provision of sales and marketing services to fellow group undertakings under intercompany service agreements.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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:
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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.
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).
Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).
Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument.
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 Group after deducting all of its liabilities.
The Group’s policies for its major classes of financial assets and financial liabilities are set out below.
Goodwill and financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Impairment
Basic financial liabilities, including trade and other creditors and loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising 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.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Goodwill and financial assets
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors received no remuneration during the year (2023: £Nil).
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate has also been introduced for companies with profits of £50,000 or less so that they continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate of 25% reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This law has been substantively enacted.
For the financial year ended 31 December 2024, the current weighted average tax rate for current tax was 25%. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements. The loss after tax of the parent Company for the year was £1,150,218 (2023 - profit £241,248 ).
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Page 31
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Page 32
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
14.Tangible fixed assets (continued)
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Page 33
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 34
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 35
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Foreign exchange reserve
Profit and loss account
Page 36
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £382,913 (2023 - £289,053). Contributions totalling £62,969 (2023 - £63,010) were payable to the fund at the balance sheet date and are included in creditors.
Page 37
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsequent to the year end, and as a result of acquisitions and an entity simplification plan, the group undertook an exercise to review and reconcile previously presented group financial information. As a result, the group corrected a number of errors in the financial information for the comparative year ended 31 December 2023, which are set out in the table below. The errors principally comprised timing / cut off issues, and applying foreign exchange rates ruling at the date of transactions.
Consolidated profit and loss account:
Notes:
A - Differences due to foreign exchange and intercompany reconciliations.
B - Difference due to reclassification of foreign exchange between administrative expenses and interest receivable and similar income.
B - Difference due to reclassification of foreign exchange between administrative expenses and interest receivable and similar income.
Page 38
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Consolidated balance sheet:
Notes:
A - Intangible fixed assets as restated have decreased, reflecting actual consideration for purchase of Exegy SA subsidiary.
B - Debtors as restated have increased, as a result of intercompany reconciliations.
C - Creditors as restated have increased, as a result of intercompany reconciliations.
D - Deferred tax as restated has decreased, in line with the decrease noted on Intangible fixed assets; see note A above.
Page 39
EXEGY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Company balance sheet:
Notes:
A - Investments as restated have decreased, reflecting actual consideration for purchase of Exegy SA.
B - Debtors as restated have decreased, as a result of intercompany reconciliations.
C - Creditors as restated have decreased, as a result of intercompany reconciliations.
B - Debtors as restated have decreased, as a result of intercompany reconciliations.
C - Creditors as restated have decreased, as a result of intercompany reconciliations.
The immediate parent undertaking is Exegy Inc.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is Exegy Inc., whose registered office is 520 Maryville Centre Dr, Suite 500, St. Louis, MO 63141, United States of America . Copies of the group financial statements are not available to the public.
The ultimate parent undertaking is EXV Topco LP, an entity incorporated in the United States.
In the opinion of the directors, the ultimate controlling party is Marlin Equity Partners.
Page 40