Company registration number 15456957 (England and Wales)
ONECHRONOS MARKETS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ONECHRONOS MARKETS UK LIMITED
COMPANY INFORMATION
Directors
Mr M S Bradley
Mr D M B Jenkins
Mr J R Suth Jr
Company number
15456957
Registered office
Hallswelle House,
1 Hallswelle Road
London
NW11 0DH
Auditor
BKL Audit LLP
35 Ballards Lane
London
N3 1XW
ONECHRONOS MARKETS UK LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Income statement
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 21
ONECHRONOS MARKETS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors of OneChronos Markets UK Limited (the “Company”) present their strategic report for the year ended 31 December 2025 (the “Financial Year”).

 

 

Principal activities

The Company will operate a technology-led equities trading venue, generating revenues primarily through transaction-based fees linked to executed trading volume on its platform. The Company’s client base consists of institutional market participants, including banks, broker-dealers and proprietary trading firms. The platform is designed to support efficient price discovery and execution through advanced matching logic and optimisation-based trading.

 

The Company’s principal activity is such that it intends to operate a Multilateral Trading Facility (“MTF”) that facilitates trading through a single order book using a periodic auction trading mechanism, providing execution services to eligible counterparties and professional clients (“Subscribers”) in accordance with its rulebook and applicable regulatory requirements. The Company is a UK-incorporated investment Company authorised and regulated by the Financial Conduct Authority (“FCA”). The Company is part of a global group of companies which develop and operate technology-driven trading solutions across multiple jurisdictions.

 

The Company intends to act as an MTF Operator only. It does not intend to engage in agency or proprietary trading, take positions on its balance sheet, or take orders onto its own books. The Company will not provide settlement services and will not assume any settlement obligations in respect of trades executed on the trading venue. All settlement and post-trade obligations will remain the responsibility of the Company’s Subscribers. The Company does not and will not hold client money or safeguard or administer client assets.

 

Access to the MTF will be restricted to eligible Subscribers that meet the membership criteria set out in the Rulebook and Subscriber Agreement. The Company does not and will not provide direct MTF access to retail investors.

 

The Company’s distribution strategy focuses on engaging regulated market participants and the institutional buy-side community through targeted education, industry engagement and direct relationship management.

 

During the Financial Year, the Company’s strategic focus included:

 

 

The Company continues to invest in its technology and operational capabilities to support sustainable growth to maintain high standards of market integrity, once operational.

ONECHRONOS MARKETS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Review of the business

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.

Principal risks and uncertainties

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.

Key performance indicators

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.

ONECHRONOS MARKETS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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 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.

 

ONECHRONOS MARKETS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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:

Mr M S Bradley
Director
24 April 2026
ONECHRONOS MARKETS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Directors

 

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M S Bradley
Mr D M B Jenkins
Mr J R Suth Jr
Auditor

 

The auditor, BKL Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

 

The directors are responsible for preparing the annual report and the 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 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:

 

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.

Statement of disclosure to auditor

 

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

ONECHRONOS MARKETS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Principal activity

 

The principal activity of OneChronos Markets UK Limited (''the Company'') is to operate a technology-led equities trading venue.

 

On behalf of the board
Mr M S Bradley
Director
24 April 2026
ONECHRONOS MARKETS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ONECHRONOS MARKETS UK LIMITED
- 7 -
Opinion

 

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).

 

In our opinion the financial statements:

 

Basis for opinion

 

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

 

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.

ONECHRONOS MARKETS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ONECHRONOS MARKETS UK LIMITED (CONTINUED)
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

 

In our opinion, based on the work undertaken in the course of our audit:

 

Matters on which we are required to report by exception

 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

 

Responsibilities of directors

 

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

 

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 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:

 

ONECHRONOS MARKETS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ONECHRONOS MARKETS UK LIMITED (CONTINUED)
- 9 -

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:

 

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.

Michael Wedge FCA (Senior Statutory Auditor)
For and on behalf of BKL Audit LLP, Statutory Auditor
BKL Audit LLP
Chartered Accountants
London
24 April 2026
ONECHRONOS MARKETS UK LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Revenue
-
-
Administrative expenses
(1,887,164)
(1,127,994)
Operating loss
(1,887,164)
(1,127,994)
Investment income
13,922
-
0
Loss before taxation
(1,873,242)
(1,127,994)
Tax on loss
6
-
0
-
0
Loss for the financial year
(1,873,242)
(1,127,994)

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.

ONECHRONOS MARKETS UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments
7
4,441,970
507,454
Current assets
Trade and other receivables falling due after more than one year
8
-
0
11,999
Trade and other receivables falling due within one year
8
68,373
42,340
Cash and cash equivalents
3,149,773
-
0
3,218,146
54,339
Current liabilities
9
(620,550)
(1,689,786)
Net current assets/(liabilities)
2,597,596
(1,635,447)
Net assets/(liabilities)
7,039,566
(1,127,993)
Equity
Called up share capital
10
10,040,802
1
Retained earnings
(3,001,236)
(1,127,994)
Total equity
7,039,566
(1,127,993)

The notes on pages 14 to 21 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 24 April 2026 and are signed on its behalf by:
Mr M S Bradley
Director
Company registration number 15456957 (England and Wales)
ONECHRONOS MARKETS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 January 2024
-
0
-
0
-
Year ended 31 December 2024:
Loss and total comprehensive income
-
(1,127,994)
(1,127,994)
Issue of share capital
10
1
-
1
Balance at 31 December 2024
1
(1,127,994)
(1,127,993)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(1,873,242)
(1,873,242)
Issue of share capital
10
10,040,801
-
10,040,801
Balance at 31 December 2025
10,040,802
(3,001,236)
7,039,566

The notes on pages 14 to 21 form part of these financial statements.

ONECHRONOS MARKETS UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
15
(2,970,434)
507,453
Investing activities
Investments in subsidiaries
(3,934,516)
(507,454)
Investment income
13,922
-
0
Net cash used in investing activities
(3,920,594)
(507,454)
Financing activities
Proceeds from issue of shares
10,040,801
1
Net cash generated from financing activities
10,040,801
1
Net increase in cash and cash equivalents
3,149,773
-
0
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
3,149,773
-
0

The notes on pages 14 to 21 form part of these financial statements.

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The financial statements have been prepared on the going concern basis, which assumes thattrue the Company will continue to trade for the foreseeable future, being a period of at least 12 months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.

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.

1.3
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments
Basic financial assets

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.

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -

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.

Classification of financial liabilities

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

1.6
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.7
Retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

 

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 

1.8
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.9
Foreign exchange

Foreign currency translation

 

Functional and presentation currency

The Company's functional and presentational currency is GBP.

 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2
Judgements and key sources of estimation uncertainty

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.

 

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
18,775
15,600
For other services
Other assurance services
1,500
-
0
Taxation compliance services
2,100
2,000
All other non-audit services
7,125
6,430
10,725
8,430
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
5
2

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,148,226
596,166
Social security costs
161,757
43,327
Pension costs
56,046
25,933
1,366,029
665,426
5
Directors' remuneration
2025
2024
£
£
Remuneration paid to directors
459,067
193,945

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
6
Taxation

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:

2025
2024
£
£
Loss before taxation
(1,873,242)
(1,127,994)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(468,311)
(281,999)
Unutilised tax losses carried forward
468,311
281,999
Taxation charge for the year
-
-

There are carried forward losses available to be used against future trading profits of £3,001,000 (2024: £1,128,000).

7
Fixed asset investments
2025
2024
£
£
Shares in subsidiary undertakings
4,441,970
507,454

The capital of OneChronos Markets NL B.V. consists of ordinary shares with a nominal value of EUR 0.01 each.

Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
507,454
Additions
3,934,516
At 31 December 2025
4,441,970
Carrying amount
At 31 December 2025
4,441,970
At 31 December 2024
507,454

The subsidiary intends to also operate a technology led equities trading venue and is 100% owned by OneChronos Markets UK Limited.

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
8
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
13,185
1
Other receivables
11,999
17,490
Prepayments
43,189
24,849
68,373
42,340
2025
2024
Amounts falling due after more than one year:
£
£
Other receivables
-
0
11,999
Total debtors
68,373
54,339

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.

9
Current liabilities
2025
2024
£
£
Trade payables
1,411
7,103
Amounts owed to group undertakings
45,719
1,282,012
Accruals
573,420
400,671
620,550
1,689,786

Included within creditors are amounts owed to group undertakings. These balances are unsecured, non‑interest bearing and repayable on demand.

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
10,040,802
1
10,040,802
1

During the year, 10,040,801 shares were issued at par for cash.

11
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Within 1 year
53,995
71,993
Years 2-5
-
0
53,995
Total commitments
53,995
125,988
12
Events after the reporting date

No post balance sheet events have been noted.

13
Related party transactions

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.

14
Parent company

The ultimate parent company is OCX Group Inc., a company incorporated in the United States, with its principal place of business at 64 Wooster St. FL 4, New York, New York 10012-4387.

ONECHRONOS MARKETS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
15
Cash (absorbed by)/generated from operations
2025
2024
£
£
Loss after taxation
(1,873,242)
(1,127,994)
Adjustments for:
Investment income
(13,922)
-
0
Movements in working capital:
(Increase) in trade and other receivables
(14,034)
(54,339)
(Decrease)/increase in trade and other payables
(1,069,236)
1,689,786
Cash (absorbed by)/generated from operations
(2,970,434)
507,453
16
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
-
3,149,773
3,149,773
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