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Registered number:
FOR THE YEAR ENDED 31 MARCH 2025
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OTC EUROPE HOLDINGS LIMITED
CONTENTS
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OTC EUROPE HOLDINGS LIMITED
COMPANY INFORMATION
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OTC EUROPE HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their group strategic report for the year ended 31 March 2025.
The principal activity of the group continued to be commodity broking.
In October 2017 the group acquired the Oil Brokerage Holdings Limited group (“the Oil Brokerage group”), a global introducing broker that specialises in broking physical oil and oil derivative products. The Oil Brokerage group has operating subsidiaries in the United Kingdom, Singapore and the United States. Following the acquisition, the group’s principal operating subsidiaries are OTC Europe LLP ("the LLP"), Oil Brokerage Limited ("OBL") and Oil Brokerage International Pte. Limited. During the year the group acquired the Blue Commodities LLP group ("the Blue Commodities group") a global introducing broker that primarily specialises in broking physical oil and oil derivative products. The Blue Commodities group has operating subsidiaries in the United Kingdom and the Netherlands. The operating subsidiaries undertake commodity broking on an execution only basis on the Intercontinental Exchange (ICE) and the Chicago Mercantile Exchange (CME).
The results for the year and the balance sheet position at the year-end continue to be impacted by the acquisition of the Oil Brokerage group referred to above.
Goodwill recognised in respect of both acquisitions amounts to £54,230,232 (2024: £49,101,838). Both are being amortised over a period of 10 years, resulting in an amortisation charge of £5,022,031 for the year ended 31 March 2025 (2024: £4,910,184). Group turnover has increased by 17.0% from £196,545,197 in 2024 to £230,022,595 in 2025. This is a result of strong organic growth achieved by all operating subsidiaries, and the acquisition of the Blue Commodities group halfway through the year. The gross profit margin has increased from 31.8% in 2024 to 33.7% in 2025 due to a change in mix between the current subsidiaries. Administrative expenses have increased from £49,728,109 in 2024 to £64,354,188 in 2025. This is largely driven by an increase in staff headcount across the group, resulting in correlational increase in staff costs and associated expenditure. The group generated an operating profit of £13,058,422 compared to a profit of £12,703,958 in the year ended 31 March 2024. After financing costs and tax the group generated a profit of £7,604,070 compared to a profit of £7,362,424 in the prior year. Current assets and net current assets are in line with business expectations.
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OTC EUROPE HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The principal risk to the company's revenue is a reduction in the volumes of physical oil and oil derivative products transacted through the group. The group does not anticipate this to be a high risk due to the following factors;
∙The market is expected to have sufficient movement during 2026 and 2027 to drive trade volumes due to the current structure of the market.
∙The group anticipates geopolitical uncertainty to remain high for the foreseeable future.
∙There is inherent global demand for oil and whilst consumption may currently be lower than previous years, the trend in the short to medium term will continue to increase.
Revenue is earned in US Dollars and the majority of expenses are incurred in British Pounds; consequently, the group has foreign exchange exposure to GBP/USD. Historically the group has always assumed the risk and achieved a good average rate for the year by exchanging currency on a regular basis. Following the British exit from the European Union at the end of the transition period, GBP strengthened against USD and has returned to levels last seen before the referendum. The group has no firm view on the future direction of foreign exchange rates but will continue to monitor the situation and adapt its foreign exchange strategy accordingly.
Post year-end, as part of the acquisition by BGC Group, Inc. the group’s foreign exchange risk has been hedged at the BGC Group, Inc. level, reducing exposure to currency movements and associated uncertainty.
The group assumes the responsibility of the counterparty credit risk. The company has evaluated the risk and deems it acceptable for the following reasons;
∙Due to the large and varied client base and not placing reliance on any single customer sufficient risk has been spread to mitigate material exposure on the group.
∙The group lists international banks, oil majors, global trading houses and hedge funds amongst its clientele many of whom have ratings from the major credit agencies.
∙Historically the group has suffered very little default, none of which has adversely impacted its continued growth.
Globally, there is increasing regulation in the derivatives market. The group has engaged specialist regulatory/compliance consultants in both the UK and the US to ensure its policies meet requirements and mitigate the risk of the company being non compliant.
Future developments
In the coming year we aim to grow market share in the products that the group brokers. This will be achieved through continuing to strengthen our existing relationships with clients. We believe this to be key to achieving our targets and providing the necessary support to nurture new customers.
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OTC EUROPE HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Section 172 (1)(a) to (f) requires the director to act in the way he considers would be most likely to promote the success of the company for the benefit of its members, as a whole, with regard to the following matters:
a) The likely consequences of any decision in the long term The long-term consequences of any decision taken by the director and senior management team at OTC Europe Holdings Limited are paramount in the decision making process to ensure the continued success of the group. This is demonstrated by the factors, detailed below, that were considered by the group before the main management decision for the year, providing a better working environment for office based staff by relocating to new office premises for the group’s principal operating subsidiary Oil Brokerage Limited. b) The interests of the company's employees The group considers employees as the heart of everything it does: they are our greatest asset. All business decisions are taken with the interests of our employees at the forefront, and employees are informally consulted on a whole range of issues - from recruiting new employees to moving to new premises. c) The need to foster the company's business relationships with suppliers, customers and others The group's reputation is central to everything it does. The need to foster good working relationships with our clients through their traders and our suppliers who provide our trading platforms are central to everything that is done by the group. d) The impact of the company's operations on the community and environment The group is very mindful of its responsibility to the community and the environment. This was demonstrated by the charitable donations made by the group throughout the period, ranging from grass roots sports clubs to national suicide prevention charities. e) The desirability of the company maintaining a reputation for high standards of business conduct The group is regulated by numerous governing bodies: the FCA, NFA, CFTC, ICE etc.. Maintaining a reputation for high standards with these governing bodies, and generally in the marketplace, is an essential part of the group's continuing success. This is achieved through the use of expertise from within the group itself. Additionally, outside expertise is brought in where necessary. f) The need to act fairly as between members of the company As detailed above, all members of the group are considered in any decision-making process. Key stakeholders considered include: employees, clients, shareholders, and suppliers.
This report was approved by the board and signed on its behalf.
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OTC EUROPE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
The profit for the year, after taxation, amounted to £7,604,070 (2024 - £7,362,424).
The directors do not recommend a dividend (2024: £nil).
The director who served during the year was:
As permitted by Section 414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the director’s report by Schedule 7 of the “Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008”, in the strategic report.
Streamlined Energy and Carbon Reporting (SECR)
In line with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 the group's energy use and greenhouse gas (GHG) emissions are set out below. The data relates to the 12 month period from 1 April 2024 to 31 March 2025 and is reported for the only subsidiary that is subject to reporting requirements: Oil Brokerage Limited. Total energy consumption 444,400 kWh (2024: 286,991 kWh) Emissions from combustion of gas (scope 1) 0 kgCO2e (2024: 0 kgCO2e) Emissions from combustion of fuel for the purposes of transport (scope 1) 0 kgCO2e (2024: 0 kgCO2e) Emissions from business travel in rental cars or employee-owned vehicles the company is responsible for purchasing the fuel (scope 3) 0 kgCO2e (2024: 0 kgCO2e) Emissions from purchased electricity (scope 2) 78,666 kgCO2e (2024: 59,422 kgCO2e) Total gross emissions 78,666 kgCO2e (2024: 59,422 kgCO2e) Annual emissions per employee 486 kgCO2e (2024: 427 kgCO2e) Annual emissions per employee increased primarily because the organisation relocated to premises with a higher emissions footprint, alongside a two month overlap during which both sites were occupied, part way through the year ended 31 March 2024. Methodology Scope 1, 2 and 3 consumption and CO2e emission data has been calculated in line with the 2019 UK Government environmental reporting guidance.
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OTC EUROPE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
This report was approved by the board and signed on its behalf.
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OTC EUROPE HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
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 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;
∙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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OTC EUROPE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OTC EUROPE HOLDINGS LIMITED
FOR THE YEAR ENDED 31 MARCH 2025
We have audited the financial statements of OTC Europe Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the group profit and loss account, the group statement of comprehensive income, the group and company balance sheets, the group statement of cash flows, the group and company statement of changes in equity and the 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).
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 group's or the parent 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.
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OTC EUROPE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OTC EUROPE HOLDINGS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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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OTC EUROPE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OTC EUROPE HOLDINGS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 oil brokerage 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, data protection, NFA regulations and FCA regulations;
∙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 a sample of 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;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, relevant regulators including the FCA and NFA, and the company's legal advisors.
There are inherent limitations on 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.
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OTC EUROPE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OTC EUROPE HOLDINGS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members 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 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
Date:
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OTC EUROPE HOLDINGS LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
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OTC EUROPE HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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OTC EUROPE HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025
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OTC EUROPE HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and signed on its behalf.
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OTC EUROPE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and signed on its behalf.
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