The directors of OneChronos Markets UK Limited (the “Company”) present their strategic report for the year ended 31 December 2025 (the “Financial Year”).
The business is not operational, but in the Financial Year, all regulatory requirements for capitalisation were completed, and approval as an authorised and regulated investment Company was granted by the FCA on 14 October 2025. Alongside FCA approval, the regulator has stipulated that the Company must not commence the regulated activity of ‘operating a multilateral trading facility’ until it is evidenced that the testing of the systems used to conduct that regulated activity has been satisfactorily completed, work which is underway and progressing with a view to launch in the second quarter of 2026.
During the Financial Year, the Company continued to build out its systems and controls, its governance, compliance and risk frameworks, to prepare for testing and to onboard Subscribers. There has been no revenue generation to date given that the business is non-operational.
The Company incurred operating costs primarily related to technology development, infrastructure, regulatory compliance and staffing. As the business continues to scale, financial performance reflects ongoing investment in growth and platform development, with revenue generation expected to remain closely linked to future trading volumes and client activity on the platform.
The Company is currently pre-revenue and continues to be supported by its parent undertaking, OCX Group Inc., which has committed to providing sufficient financial resources to enable the Company to meet its obligations as they fall due for the foreseeable future. The directors have prepared financial projections and considered the Company’s available resources, and are satisfied that the Company has adequate resources to continue operations for the foreseeable future.
The directors consider the Company’s performance during the Financial Year to be consistent with its stage of development and strategic objectives.
The Company’s activities will expose it to a range of risks. The Board is responsible for identifying, assessing and managing these risks through the Company’s risk management framework.
The key principal risks and uncertainties include Operational and Technology Risk; Regulatory, Compliance and Financial Crime Risk (including market abuse surveillance obligations); Business and Commercial Risk (reputational and conduct considerations); Third-Party and Outsourcing Risk (including supplier dependency and oversight); and, Financial Risk (including capital adequacy and liquidity risk). The directors are comfortable with the risk mitigation measures in place for the principal risks and uncertainties.
Once operational, the directors will monitor the performance of the Company using a range of financial and non-financial key performance indicators. These indicators are used to assess progress against the Company’s strategic objectives and operational resilience.
Promoting the success of the company
The directors of the Company are acutely aware of the requirement for them to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the directors have considered:
The long term sustainability of the Company's business model
The interests of the Company's employees and contractors
Relationships with subscribers, service providers and regulators
The importance of maintaining a reputation for high standards of market integrity and compliance
The Board integrates these considerations into its decision-making processes, including strategic planning, risk management and operational oversight.
Shareholders
As a private company, the Company is 100% owned by OCX Group Inc., a company which is registered in Delaware, United States. The directors of the Company have regular contact with the shareholder, with a director also sitting on the OCX Group Inc. board, which ensures that the business strategy of the Company is completely aligned with the strategic objectives of the shareholders.
Employees
The directors and the rest of the senior management team meet on a regular basis to provide information amongst the team to cascade to others outside of the Executive Committee and to enable directors to interact freely with employees. The Company also provides internal communications and regular staff and management meetings as well as a whistleblowing policy with clear guidelines.
Subsidiaries
The Company is the sole shareholder of OneChronos Markets NL B.V., a Netherlands-incorporated entity established to operate a multilateral trading facility within the European Union. As at the Financial Year end this subsidiary is following its own regulatory process to become a regulated investment firm (the subsidiary was approved as a regulated MTF on 9 April 2026). The directors recognise the importance of maintaining a strong and aligned relationship with the Company’s subsidiary, supporting its development and operational readiness. In doing so, the Board considers the broader interests within the region and the benefits of a coordinated European operating model.
The Company provides oversight and support to its subsidiary, including in relation to governance, risk management and regulatory compliance, while respecting local regulatory requirements. This approach enables the group to operate effectively across jurisdictions and supports the long-term success of both the Company and its subsidiary.
The directors take these factors into account in their decision-making, recognising that the success of the subsidiary contributes to the overall sustainability and strategic objectives of the group.
Customers
The Subscribers of the Company have long-term relationships with the Company’s sister company, OneChronos Markets LLC which operates a FINRA regulated Alternative Trading System (ATS) in the United States. These Subscribers have confidence in the business model and support the launch of the European business. The Board recognises the importance of maintaining trust in these relationships as the European business is built out. The Company also recognises the importance of building and maintaining solid customer relationships through structured sales, marketing and key account management processes locally in the region.
Regulators
The directors recognise the importance of maintaining an open, transparent and co-operative relationship with the Company’s regulators, including the FCA and the Dutch Authority for the Financial Markets (“AFM”). The Company is committed to conducting its business in accordance with the FCA’s Principles for Businesses and its obligations under the Senior Managers and Certification Regime. As a regulated investment firm, the Company submits prudential and regulatory returns to the FCA and, where applicable, to the AFM. The board places significant emphasis on maintaining a strong compliance culture and ensuring that regulatory obligations are understood and embedded across the business.
Employees are provided with appropriate training on regulatory requirements relevant to their roles, including ongoing professional development through external briefings and regulatory updates. The Compliance function supports the business through guidance, monitoring and periodic assessments to provide assurance that the Company continues to meet applicable regulatory standards.
The Board receives regular updates on regulatory matters, including developments in the regulatory environment, compliance performance and key risks. This supports the Directors in ensuring that the Company maintains high standards of market integrity and continues to meet the expectations of its regulators.
Suppliers
The directors recognise the importance of maintaining strong and effective relationships with the Company’s suppliers, including providers of technology infrastructure, data services and other outsourced functions. These relationships are critical to the continued operation and resilience of the Company’s trading venue.
The Company adopts a structured approach to the selection, onboarding and oversight of suppliers, including appropriate due diligence, contractual arrangements and ongoing performance monitoring. Particular focus is given to suppliers that support critical services, where the Company maintains enhanced oversight in line with its regulatory obligations.
The Board receives regular updates on key third-party relationships and associated risks, including those arising from outsourcing arrangements. This supports the directors in ensuring that supplier relationships contribute to the long-term success of the Company while maintaining appropriate standards of operational resilience and regulatory compliance.
Community and the environment
The directors recognise the importance of considering the impact of the Company’s operations on the community and the environment. In terms of its broader impact on the community, the Company contributes to the effective functioning of financial markets by operating a fair, orderly and transparent trading venue for institutional participants. Maintaining high standards of market integrity and regulatory compliance is central to the Company’s role in supporting confidence in the markets in which it operates.
The Board takes these considerations into account, where relevant, in its decision-making processes, reflecting the nature, scale and complexity of the Company’s activities.
This Strategic Report was approved by the Board of Directors on 15th April, 2026 and signed on its behalf by:
The directors present their annual report and financial statements for the year ended 31 December 2025.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, BKL Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
The principal activity of OneChronos Markets UK Limited (''the Company'') is to operate a technology-led equities trading venue.
We have audited the financial statements of OneChronos Markets UK Limited (the 'Company') for the year ended 31 December 2025 which comprise the Income Statement, the Statement of Financial Position, 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.
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:
Enquiring of management and those charged with governance around actual and potential litigation and claims;
Enquiring of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;
Reviewing minutes of meetings of those charged with governance;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 14 to 21 form part of these financial statements.
The notes on pages 14 to 21 form part of these financial statements.
The notes on pages 14 to 21 form part of these financial statements.
The notes on pages 14 to 21 form part of these financial statements.
The principal activity of OneChronos Markets UK Limited (''the Company'') is to operate a technology-led equities trading venue.
OneChronos Markets UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hallswelle House,1 Hallswelle Road, London, NW11 0DH.
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 £.
As at 31 December 2025, the Company had net current assets of £2,597,596 and the Company is dependent on the continued support of the parent entity to allow it to meet its financial obligations as they fall due.
The directors have reviewed forecasts and budgets and are confident that the support from the parent company will continue for at least the next 12 months from the date of signature of these accounts and believe that this support will be sufficient to cover all ongoing cash requirements. Based on all of the above, the directors believe that the Company has access to adequate resources to continue being in operational existence for the foreseeable future and that it is appropriate to continue to use the going concern basis for the preparation of these financial statements.
Basic financial assets, which include trade and other receivables 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.
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) 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.
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.
Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of financial position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under these circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affect only that period, or in the period of the revision and future periods where the revision affect 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:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
There are carried forward losses available to be used against future trading profits of £3,001,000 (2024: £1,128,000).
The capital of OneChronos Markets NL B.V. consists of ordinary shares with a nominal value of EUR 0.01 each.
The subsidiary intends to also operate a technology led equities trading venue and is 100% owned by OneChronos Markets UK Limited.
On 05 September 2024, a rent deposit of £11,999 was paid as security for the lease of 15 St Helen's Place. Subsequently, the deposit was transferred to 100 Bishopsgate under the same landlord.
The deposit is held by the landlord for the duration of the lease and is refundable at the end of the lease term, subject to the terms and conditions of the lease agreement (e.g., no outstanding rent, no property damage).
The deposit does not represent a prepayment of rent and should be classified as a non-current asset (deposit receivable) on the balance sheet.
The deposit will be returned to OneChronos UK Markets Limited at the end of the lease, less any deductions for damages or unpaid rent as stipulated in the lease agreement.
Also included within debtors, are amounts owed to group undertakings. These balances are unsecured, non‑interest bearing and repayable on demand.
Included within creditors are amounts owed to group undertakings. These balances are unsecured, non‑interest bearing and repayable on demand.
During the year, 10,040,801 shares were issued at par for cash.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
No post balance sheet events have been noted.
Where possible, the Company has taken advantage of the exception within s33.1A of FRS 102 not to disclose related party transactions with other wholly owned group undertakings.
The directors are considered key management and their remuneration is disclosed note 5 to the accounts.