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Capital Com (UK) Limited























Annual report and financial statements


For the year ended 31 December 2025



Registered number: 10506220




 
Capital Com (UK) Limited
 
 
 
Company Information


 
Directors
Philip Anderson 
Sheena Kanabar 
Rupert Osborne




Registered number
10506220



Registered office
2nd Floor
4 Orchard Place

London

England

SW1H 0BF




Independent auditor
Buzzacott Audit LLP

130 Wood Street

London

EC2V 6DL




Bankers
The Bank of New York Mellon, London Branch

The Royal Bank of Scotland plc
Santander UK plc

Eurobank Cyprus Limited






 
Capital Com (UK) Limited
 
 
 
Contents



Page
Directors' report
1 - 3
Strategic report
4 - 10
Independent auditor's report
11 - 14
Statement of comprehensive income
15
Statement of financial position
16
Statement of changes in equity
17
Statement of cash flows
18 - 19
Notes to the financial statements
20 - 44


 
Capital Com (UK) Limited
 
 
 
Directors' report
For the year ended 31 December 2025


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

Results and dividends

The profit for the year, after taxation, amounted to £1,492,613 (2024 - £4,452,793). The company paid a dividend of £4,000,000 (2024: £nil).

Directors

The directors who served during the year were:

Philip Anderson 
Sheena Kanabar 
Rupert Osborne 

Public disclosure under the Investment Firm Prudential Regime (IFPR)

The Company's disclosures required under the IFPR are made publicly available at the Company's website www.capital.com

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report, Strategic report and the financial statements, in accordance with applicable law.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK. 

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 the financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS Accounting Standards, subject to any material departures disclosed and explained in the financial statements;

assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Page 1


 
Capital Com (UK) Limited
 
 
 
Directors' report (continued)
For the year ended 31 December 2025

Additional matters included in the Strategic report

The Company has chosen, in accordance with s.414C(11) of the Companies Act 2006, to set out in the Strategic report information required by Schedule 7 of the Large and Medium-sized Companies (Accounts and Reports) Regulations 2008 to be contained in the Directors' report. It has done so in respect of risk exposure, future developments, and engagement with suppliers, customers and others.

Going concern basis

The Directors at the time of approving these financial statements believe that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and as such the Directors have decided that the going concern basis is appropriate in preparing the financial statements.

The Directors’ assessment has considered future performance, solvency and liquidity over a period of at least 12 months from the date of approval of the Financial Statements. The business model that the Company operates means that it will always be a cash generating entity so long as the Capital Com Group ('the Group') is profitable. There are no indications that the Group will cease to provide financial support to the Company. The Company has no covenants in place with its banks that could result in borrowing being recalled, and there are strong controls around liquidity management to ensure sufficient funding levels are maintained.

Share capital

During the year, £nil (2024: £1,000,000) of share capital was issued.

The Company is regulated by the FCA under the Investment Firms Prudential Regime, and is required to assess its regulatory capital as part of the Internal Capital and Risk Assessment ('ICARA') process.

As at the reporting date, the Company's regulatory capital resources were £9,286,319, which comprised issued share capital, contribution, other reserves and retained earnings. The Company did not breach any regulatory capital requirements during the year.
 
Charitable and political donations

During the year the Company made charitable donations totalling £315,825 (2024: £1,004,055). No political donations were made during the year (2024: £nil).

Post balance sheet events

There are no post balance sheet events that require disclosure or adjustments in these financial statements.

Auditors

Buzzacott Audit LLP are appointed as auditors of the Company. In accordance with section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed automatically.

Page 2


 
Capital Com (UK) Limited
 
 
 
Directors' report (continued)
For the year ended 31 December 2025


Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This report was approved by the board and signed on its behalf.
 



................................................
Rupert Osborne
Director

Date: 22 April 2026
Page 3


 
Capital Com (UK) Limited
 
 
 
Strategic report
For the year ended 31 December 2025

The Directors present their Strategic Report for Capital Com (UK) Limited ('the Company').

Principal activities

The Company is an investment firm regulated by the UK Financial Conduct Authority (the “FCA”) under reference number 793714. The authorisation permits the Company to provide regulated products and services with regards to specific financial instruments as defined in the FCA’s register. The Company was incorporated on 1 December 2016 and received its FCA licence on 26 October 2018.
 
The Company acts as a provider of regulated products and services through www.capital.com. The services are provided on an execution only basis. The Company does not provide investment advice in relation to the financial products it offers, such as CFDs or spread bets, or other services it provides
.

Review of developments, position and performance of the Company's business

The net trading revenue of the Company for the year ended 31 December 2025 was GBP 18,824,013 (2024: GBP 40,866,745) and its net profit was GBP 1,492,613 (2024: GBP 4,452,793). As at 31 December 2025 the total assets of the Company were GBP 13,866,366 (2024: GBP 33,056,723) and its net assets were GBP 9,313,918 (2024: GBP 11,821,305).

During the year, the Company underwent an internal group reogranisation whereby certain employees and operational activities were transferred to a seperately established group service entity. These employees continue to support the same group wide business activities and client-facing operations as previously. As a consequence the basis on which the Company is remunerated by the group was revised during the year. Together these changes are refelcted in the reduction in revenue and total assets compared to the prior period. Neither change represents a discontinuation of any business activity or product line, and the Company's external operations and client relationships remain unchanged.  

The Company's Key Performance Indicators ("KPIs"), which management uses to assess and monitor the business and its performance, are comprised mainly of overall profitability, capital and liquid assets.

Future developments

The Company will continue to build on its established strategy, maintaining a strong focus on delivering a consistently high level of service, operational resilience, and regulatory compliance. The Company will remain committed to enhancing its product offering, investing in technology and customer experience, and strengthening its market position in order to drive sustainable growth and increase market share in the UK.

Principal risks and uncertainties:

The Company's activities as outlined above expose it to a variety of financial, operational, regulatory, litigation, reputational and political risks. With the exception of financial risks and uncertainties which are outlined in Note 4 of the financial statements, each principal risk and how it is assessed and managed is described below.

The Company's capital requirements are calculated in line with the FCA regulations. The capital of the Company is monitored regularly in light of any potential changes within the business.
 
Page 4


 
Capital Com (UK) Limited
 
 
 
Strategic report (continued)
For the year ended 31 December 2025

Conduct and Regulatory Compliance risk

This is the risk that derives from the potential misconduct of individuals associated with the firm and the potential damage when firms fail to comply with industry standards, laws and regulations. This includes employee conduct breaches, regulatory compliance and financial crime. The risk is mitigated through regular monitoring of regulatory changes and the application of a compliance monitoring programme, which details various multi-faceted and documented controls and is owned by the Company’s Head of Compliance. The Company is regulated by the FCA and the regulatory environment is constantly evolving; any changes in the regulatory framework or directives relating to the Company’s services and products could expose the Company to considerable risk. As the Company’s activities expand, offering new products and penetrating new markets, these regulatory demands will inevitability increase. The increase in scale and complexity of the Company's operations has resulted in various control enhancements, improved compliance training and additional recruitment to ensure regulatory demands are met, and the costs of regulatory compliance are expected to continue to increase as the business grows. Ongoing training is provided to ensure clients receive good outcomes from our products and services and to ensure the target market is appropriately defined, along with good internal and external communication.
 
Operational risk

This is the risk of loss as a result of ineffective or failed internal processes, people or systems. This could be a result of a process or governance failure due to inadequate design or implementation. 

The Company manages operational risk through a control based environment in which risk assessments are undertaken, processes are documented and transactions are reconciled and monitored. This is supported by reporting of operational risk events which are raised by different departments, which provide insight on aspects such as; key themes, financial impact and the severity of these events. The outcomes and mitigation activities in relation to significant risk events are investigated and escalated to senior management as required with detailed reviews and analysis provided where necessary. 

The Risk and Control Self-Assessment (RCSA) process has been designed to provide further insights into what key risks are faced by each area of the business and to assess the effectiveness of existing controls with management actions agreed to ensure control gaps are appropriately addressed in a timely manner to drive improvements to the control environment. 

Policies and procedures are presented to all employees to provide information and guidance alongside risk training workshops. 

Technology, infrastructure and business continuity risk

This is the risk of any technology failures which can result in disruption for the firm. The firm provides its clients with reliable, real-time platform access and the continuity and quality of this service is fundamental to the success of the business. Such dependency upon technology exposes the Company to significant risk in the event that such technology or systems experience any form of damage, interruption or failure. The Company has business continuity procedures and policies in place which are designed to allow the Company to continue trading in its core markets and its systems are designed to mitigate the risk of failure of any component. Where the Company is dependent upon providers of data, market information, telephone and internet connectivity, the Company mitigates the risk of failure of any of these suppliers by ensuring that where possible multiple providers and data routes are utilised. To remain competitive, the Company must continue to enhance and improve the responsiveness, functionality, accessibility and other features of its software, network distribution systems and technologies. The Company’s systems are evaluated, maintained and upgraded continually. The Company has recovery programmes and backup systems in place in order to ensure business continuity and optimal platform uptime rates. 
 
Page 5


 
Capital Com (UK) Limited
 
 
 
Strategic report (continued)
For the year ended 31 December 2025

Prudential risk

This considers the risks which reduce the adequacy of the firm’s financial resources including market and credit risk and all other financial risks and such risks are inherent due to the nature of the business model. Inadequate liquidity or counterparty credit risk management could result in the firm falling below the regulatory capital and liquidity requirements it is required to maintain. The firm monitors these risks closely on a constant basis via implementation of specific policies and the capital and liquidity position in relation to such risks is constantly reviewed and challenged to reflect regulatory changes and any changes in the risk profile of the firm. The Internal Capital Adequacy Risk Assessment (ICARA) process acts to ensure that CCUK has the appropriate systems and controls in place to identify, assess and monitor potential material harms that may result from the ongoing operations and that sufficient capital and liquidity is held in the business to ensure an orderly wind-down of its business in severe adverse risk scenarios.  

Commercial risk

This is the potential risk which could lower the firm’s profits or result in the failure of the business, including ineffective product and marketing strategy and poor project planning and delivery. CCUK has regular commercial strategy meetings and management information packs which act to track defined KPIs and challenge the effectiveness of existing initiatives and priorities in order to mandate clear objectives and goals, relative to the costs of these strategic initiatives and day to day running of the business.  
 
Section 172 Statement 

1. General

Pursuant to complying with Section 172 and the duty of the Directors to promote the success of the Company, each Director of the Company hereby states, claims, declares, that he/she has acted in the way he/she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members and in doing so has had regard (amongst other matters) to:
 
the likely consequences of any decision in the long term;
the interests of the Company's employees;
the need to foster the Company's business relationships with suppliers, customers and others;
the impact of the Company's operations on the community and the environment;
the desirability of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Company.

The Directors also acknowledge that the Company is a member of the Capital.com Group ('the Group') and by considering the Group’s purpose and values, together with the Company’s strategic priorities, the Directors aim to ensure that the decisions made are consistent and intended to promote the long-term success of the Company and the Group.

The Directors held active meetings throughout the reporting year and reviewed and considered their skills and expertise applicable to their position as Directors of the Company.

Compliance with Section 172

Each Director of the Board gave careful consideration to the factors set out above in discharging their duty under Section 172.

The following statements are made on behalf of the Company in compliance with Section 172 and summarise how the Board fulfilled its obligations under Section 172.
 
Page 6


 
Capital Com (UK) Limited
 
 
 
Strategic report (continued)
For the year ended 31 December 2025

2. Long-term decision making

The Board fully understands that its decisions can have a significant impact on the long-term success and sustainability of the Company. The Board fully recognises that short-term gains may sometimes conflict with the duty to promote the success of the Company for the benefit of the members of the Company as a whole, and works in a manner aimed at minimising that conflict.

In accordance with Section 172, the Board always carefully considers the likely consequences of any decision it makes, both in the short and long term. The Board assesses the potential risks and benefits of its actions and strives to ensure that its decisions are aligned with the long-term interests of the Company and its stakeholders.

The Board meets regularly and considers matters specifically relating to the Company, such as commercial performance, regulatory and compliance matters, employee engagement and resourcing, and corporate governance. This is achieved through discussion of the information and documents submitted in advance of each meeting, and presentations to the Board. The Board also recognises that the long-term success of the Company is closely linked to the ability to operate sustainably and responsibly.

Each year the Board undertakes a review of the Company's strategy for the following year and beyond. This strategy helps form financial budgets, resource plans and investment decisions, and the future strategic direction of the Company. In making decisions concerning the business plan and future strategy, the Board has regard to a variety of matters including the interests of various stakeholders, the consequences of these decisions in the long term and its long-term reputation.

As an entity regulated by the FCA, the Company is required to have a full understanding of all its risks and put in place a robust risk management and governance system which continually evolves. The Directors fulfil their duties partly through a governance framework that delegates day-to-day decision-making to senior management.

3. Employees

The Board recognises that the employees of the Company are a key asset and that their interests are taken into account when making decisions that may affect them. In accordance with Section 172 the Board considers the interests of its employees when making strategic decisions that may impact their welfare.

The Board is committed to creating a supportive and inclusive workplace that fosters a culture of respect, fairness, and equality. The Board values the diversity of its employees, actively seeking to promote diversity, equity, and inclusion in the workplace. 

The Board strives to provide employees with fair and competitive remuneration packages, opportunities for career development and growth, and a safe and healthy working environment. The Board also recognises the importance of work-life balance and provides flexible working arrangements to support employee well-being.

The Directors regularly engage with employees to understand their concerns and obtain feedback, and they take their opinions into account when making decisions that may affect them.

The Board is committed to providing excellent opportunities for training, development, and skill enhancements for employees to ensure that the Company has the talent to create the high-level products our clients expect and working in conjunction with key external training partners.
 
Page 7


 
Capital Com (UK) Limited
 
 
 
Strategic report (continued)
For the year ended 31 December 2025

4. Business relationships with suppliers, customers and others

The Board understands that the business relationships with suppliers, customers, and other stakeholders are critical to the success of the Company. In accordance with Section 172, each Director strives to foster positive and constructive relationships with all business partners of the Company.

Suppliers

The Board values the suppliers of the Company and seeks to establish long-term partnerships based on trust, transparency, and mutual benefit. The Board recognises the importance of fair and ethical business practices and seeks to ensure that the suppliers of the Company meet high standards in these areas.

During 2025, the Board notes the continued engagement of highly renowned and respected professional service providers, who have been working with the Company to strengthen and build on its infrastructure and knowledge base for the future.  

Customers

The Board values the customers of the Company and seeks to provide them with high-quality products and services that meet their needs and expectations, and which match or exceed regulatory requirements arising from the Company’s status as an FCA licensed entity. The Board strives to build strong customer relationships based on trust, reliability, and exceptional service.

The Board notes:
 
Focus on the FCA Consumer Duty regime;
Ongoing initiatives to fine tune and develop the Company’s product offering for customers; and,
A strong commitment to nurturing long term relationships with our valued clients.

Regulators

The Company is subject to an extensive supervisory regulatory framework and is wholly committed to fostering and promoting an open and honest relationship with its regulator, the FCA. The Board takes this responsibility seriously and as a result proactively engages with its regulators, including forward-looking consultations on prospective regulatory changes.
 
Page 8


 
Capital Com (UK) Limited
 
 
 
Strategic report (continued)
For the year ended 31 December 2025

5. Impact on the community and the environment
 
The Board recognises that the Company's activities can have a significant impact on the community and the environment. In accordance with Section 172, the Board strives to minimise any negative impact of any operations of the Company and to promote the long-term sustainability of the communities in which the Company operates.

The Board is committed to build a responsible and sustainable company, and the Board seeks to minimise environmental footprint through the implementation of robust environmental practices. The Board strives to reduce energy consumption, minimise waste and pollution, and promote the use of sustainable materials and technologies.

The Board also recognises that the operations of the Company can have an impact on local communities, and the Board seeks to be a responsible corporate citizen by engaging with its stakeholders, supporting local initiatives, and giving back to the community through our corporate social responsibility programs.

The Board notes:
 
The introduction of volunteering days for employees to help the community;
The continuation of a scheme matching the charitable donations paid to any registered charity that our employees choose to raise money for;
In addition to the matching scheme the Company also made over £300,000  in charitable donations in the year (2024: £1,000,000); and
Continuing to allow flexible working practices for employees which results in less travel to and from our offices, with reduced carbon footprints accordingly.

6. Maintaining a reputation for high standards of business conduct 

The Board recognises the importance of maintaining a reputation for high standards of business conduct. The Board is committed to conducting the business of the Company with honesty, integrity, and transparency, and the Board seeks to establish and maintain strong relationships with its clients and stakeholders.

The Board understands that the reputation of the Company is a critical asset, and the Board is committed to protecting it through the implementation of robust compliance policies and practices. The Board provides the employees with training and resources to ensure that they understand and comply with modern standards.

The Board also recognises that compliance with regulatory requirements is a fundamental aspect of the business of the Company, and the Board is committed to meeting and exceeding these requirements. The Board has established internal controls and monitoring procedures to ensure that the Company complies with all relevant laws and regulations, and the Board seeks to maintain open and transparent communication with regulatory authorities.

7. Acting fairly between shareholders

The Company has a single shareholder. The Board recognises the importance of effective shareholder engagement and communication, and the Board seeks to provide the shareholder of the Company with timely and relevant information about the Company's performance, strategy, and governance. The Board also provides the shareholder with opportunities to engage with the Board and to have their voice heard on matters that affect the company. The Board also notes that the improvements to its corporate governance structure (as noted in section 2 above) assist the Company with effective engagement and communication with its shareholder.
 
Page 9


 
Capital Com (UK) Limited
 
 
 
Strategic report (continued)
For the year ended 31 December 2025

8. Summary

Overall, the Board and each Director of the Company is committed to fulfilling their duties under Section 172 and to promoting the long-term success of the Company for the benefit of its member. The Board and each Director of the Company understand that their decisions have wide-ranging impacts, and they will continue to prioritise the interests of the clients, stakeholders, and the wider community in all aspects of the business of the Company.
 


This report was approved by the board and signed on its behalf by:





................................................
Rupert Osborne
Director

Date: 22 April 2026

Page 10


 
img7775.png
 
 
Independent auditor's report to the members of Capital Com (UK) Limited
For the year ended 31 December 2025


Opinion


We have audited the financial statements of Capital Com (UK) Limited ('the Company') for the year ended 31 December 2025 which comprise the Statement of comprehensive incomethe Statement of financial positionthe Statement of cash flowsthe Statement of changes in equity and the related notes, including a summary of material accounting policies set out on pages 20 - 25. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;

have been properly prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006; and

have been prepared in accordance with the requirements of the Companies Act 2006.


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 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 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 reportOur 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.
 
Page 11


 
img2625.png
 
 
Independent auditor's report to the members of Capital Com (UK) Limited (continued)
For the year ended 31 December 2025


Opinion on other matters prescribed by the Companies Act 2006


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


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 or 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:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.


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.
 
Page 12


 
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Independent auditor's report to the members of Capital Com (UK) Limited (continued)
For the year ended 31 December 2025


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:

How the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows: 

the Senior Statutory Auditor 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 made enquiries of the director as to where he considered there was susceptibility to fraud, and his knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with the director at the planning stage;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
we focused our planned audit work 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, employment law and taxation legislation

We assessed the extent of compliance with the laws and regulations identified above through:
making enquiries of the directors;
 
reviewing legal expenditure throughout the period for any potential litigation or claims; and
considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risks of fraud through management bias and override of controls, we:

determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial statements;
reviewed journal entries throughout the period to identify unusual transactions;
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior year;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company's management;
tested the completeness of revenue by comparing amounts earned to the relevant intercompany service agreements and obtaining confirmation letters from the relevant group company; and
carried out substantive testing of expenditure.
Page 13


 
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Independent auditor's report to the members of Capital Com (UK) Limited (continued)
For the year ended 31 December 2025


Auditor's resposibilities for the audit of the financial statements (continued)

In response to the risks of irregularities and non-compliance with laws and regulations, we designed procedures which included: 
 
agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of the director as to actual and potential litigation and claims.
 
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.

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.

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.




 
 
Peter Chapman (Senior statutory auditor)
for and on behalf of
Buzzacott Audit LLP
Statutory Auditor
130 Wood Street
London
EC2V 6DL

23 April 2026
Page 14


 
Capital Com (UK) Limited
 
 
 
Statement of comprehensive income
For the year ended 31 December 2025



2025
2024
Note
£
£

  

Net trading revenue
 5 
18,824,013
40,866,745

Direct expenses
 6 
(5,383,315)
(1,298,770)

Gross profit
  
13,440,698
39,567,975

  

Administrative expenses
  
(12,836,225)
(33,359,467)

Profit from operations
  
604,473
6,208,508

  

Finance expense
  
(82,872)
(313,376)

Profit before tax
  
521,601
5,895,132

  

Tax credit/(expense)
 12 
971,012
(1,442,339)

Profit for the year
  
1,492,613
4,452,793


Total comprehensive income
  
1,492,613
4,452,793

The notes on pages 20 to 44 form part of these financial statements.

All amounts relate to continuing operations.

There was no other comprehensive income for 2025 or 2024.

The notes on pages 20 to 43 form part of these financial statements. 

Page 15


 
Capital Com (UK) Limited - Registered number: 10506220

 
 
Statement of financial position
As at 31 December 2025



2025
2024
Note
£
£

Assets

Non-current assets
  

Property, plant and equipment
 14 
30,985
6,931,146

Right of use assets
 15 
-
9,491,033

Current assets
  

Trade and other receivables
 16 
2,903,605
5,851,690

Cash and cash equivalents
  
10,931,776
10,782,854

  

Total assets

  

13,866,366
33,056,723

Liabilities

Non-current liabilities
  

Lease Liabilities
  
-
9,280,807

Deferred tax liability
 12 
7,503
1,192,636

Current liabilities
  

Trade and other liabilities
 18 
4,544,945
9,240,720

Lease Liabilities
  
-
1,521,255

  

Total liabilities
  
4,552,448
21,235,418

  

  

Net assets
  
9,313,918
11,821,305


Issued capital and reserves
  

Share capital
 19 
5,699,000
5,699,000

Retained earnings
  
3,614,918
6,122,305

TOTAL EQUITY
  
9,313,918
11,821,305

The financial statements on pages 15 to 44 were approved and authorised for issue by the board of directors and were signed on its behalf by:

................................................
Rupert Osborne
Director

Date: 22 April 2026

The notes on pages 20 to 44 form part of these financial statements.

Page 16


 
Capital Com (UK) Limited

 
 
Statement of changes in equity
For the year ended 31 December 2025



Share capital
Other reserve
Retained earnings
Total equity


£
£
£
£

At 1 January 2024
4,699,000
1,000,000
1,669,512
7,368,512

Comprehensive income for the year



Profit for the year
-
-
4,452,793
4,452,793

Total comprehensive income for the year
-
-
4,452,793
4,452,793

Issue of share capital
1,000,000
-
-
1,000,000

Debt to equity conversion
-
(1,000,000)
-
(1,000,000)

At 31 December 2024
5,699,000
-
6,122,305
11,821,305

At 1 January 2025
5,699,000
-
6,122,305
11,821,305

Comprehensive income for the year



Profit for the year
-
-
1,492,613
1,492,613

Total comprehensive income for the year
-
-
1,492,613
1,492,613

Dividends paid
-
-
(4,000,000)
(4,000,000)

Total contributions by and distributions to owners
-
-
(4,000,000)
(4,000,000)

At 31 December 2025
5,699,000
-
3,614,918
9,313,918

The notes on pages 20 to 44 form part of these financial statements.

Page 17


 
Capital Com (UK) Limited

 
 
Statement of cash flows
For the year ended 31 December 2025


2025
2024
Note
£
£

Cash flows from operating activities
  

Profit for the year
  
1,492,613
4,452,793

Adjustments for
  

Depreciation of property, plant and equipment
 14 
346,308
987,884

(Gain)/loss on disposal of fixed assets
 14 
(7,230)
(21,722)

Depreciation on lease
 15 
427,870
1,284,027

Gain on lease modification
  
(1,204,251)
-

Expected credit loss
  
71,330
-

Finance income
  
(807,840)
(783,527)

Finance expense
  
122,537
257,492

Other finance expense
  
33,677
16,445

Net FX (gains)/losses
  
(39,668)
39,439

Corporation tax charge
  
971,012
1,442,339

Corporation tax (paid)
  
(943,411)
(166,265)

Deferred tax movement
  
(1,185,133)
557,873

  
(722,186)
8,066,778

Movements in working capital:
  

Decrease/(increase) in trade and other receivables
  
4,018,620
(2,704,718)

(Decrease)/increase in trade and other payables
  
(3,592,762)
715,429

Cash generated from operations
  
(296,328)
6,077,489

  

Net cash (used in)/from operating activities

  
(296,328)
6,077,489
Page 18


 
Capital Com (UK) Limited

 
 
Statement of cash flows (continued)
For the year ended 31 December 2025









2025
2024




£
£



Cash flows from investing activities
  

Purchases of property, plant and equipment
  
(140,839)
(410,678)

Additions on right of use asset
 15 
-
(487,501)

Proceeds on disposal of fixed assets
  
950,000
90,000

Interest received
  
812,590
783,527

Net cash from/(used in) investing activities

  
1,621,751
(24,652)

Cash flows from financing activities
  

Credit facility from related entity
  
(2,818,806)
(3,118,194)

Payments to lease creditors
  
(534,648)
(1,013,609)

Credit facility from related entity
  
2,200,000
-

Interest paid
  
(33,302)
(257,492)

Other finance expenses paid
  
(33,677)
(16,445)

Net cash used in financing activities
  
(1,220,433)
(4,405,740)

Net increase in cash and cash equivalents
  
104,990
1,647,097

  

Cash and cash equivalents at the beginning of year
  
10,782,854
9,175,196

Exchange gains/(loss) on cash and cash equivalents
  
43,932
(39,439)

Cash and cash equivalents at the end of the year
  
10,931,776
10,782,854

The notes on pages 20 to 44 form part of these financial statements.

Page 19


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


1.


General information

Capital Com (UK) Limited ('the Company') is a limited company incorporated in England and Wales with the registration number 10506220. The Company's registered office and principal place of business is at 2nd Floor, 4 Orchard Place, London, SW1H 0BF. 
 
Its primary business activity is acting as a provider of regulated products and services through www.capital.com. The services are provided on an execution only basis. The Company does not provide investment advice in relation to the financial products such as CFDs, spread bets or other services. 


2.Accounting policies


2.1

Statement of compliance

The financial statements have been prepared in accordance with International Accounting Standards (IASs) as adopted by the UK, IFRIC Interpretations and the parts of the Companies Act 2006 applicable to companies reporting under IASs.


2.2

Basis of preparation of financial statements

The financial statements are prepared on the historical cost basis and the accounting policies set out below have been applied. The preparation of financial statements in conformity with IASs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies (see note 4).


2.3

Going concern

There are no indications that the Group will cease to provide financial support to the Company, and there are no significant further investments anticipated for the Company, nor are there any expected large expenditures outside of the forecasted operational cost base. The Company has no covenants in place with its banks that could result in borrowing being recalled, and there are strong controls around liquidity management to ensure sufficient funding levels are maintained.

The Directors at the time of approving these financial statements believe that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As such, the Directors are of the opinion that the Group will remain a going concern for the foreseeable future.


2.4

Adoption of new and revised standards

There are no new or amended international accounting standards or IFRIC interpretations that have been issued that would be expected to have a material impact on the Company.

Page 20


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


2.Accounting policies (continued)

 
2.5

Revenue

The Company’s revenue is derived from rebates received from the Group through acting as a matched principal broker in the CFD and Spread betting markets. Revenue comprises a monthly service charge receivable from the Group. Revenue is reported before introducing partner commission. The Company recognises revenue when the amount can be reliably measured and it is probable that the economic benefits will flow to the Company.
 
Total revenue also includes interest earned on the Company’s own funds and clients’ funds. Interest income is accrued based on the effective interest rate method, by reference to the principal outstanding/free cash held and at the interest rate applicable.
 
Net revenue represents revenue after adjusting for introducing partner commission.

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.


2.6

Finance income

Interest income is recognised on a time-proportion basis using the effective interest method.


2.7

Finance costs

Interest expense and other borrowing costs are charged to statement of comprehensive income as incurred.

Page 21


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


2.Accounting policies (continued)

  
2.8

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.


The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

fixed lease payments (including in-substance fixed payments), less any lease incentives;

variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

the amount expected to be payable by the lessee under residual value guarantees; and

the exercise price of purchase options, if the lessee is reasonably certain to exercise the options.


The lease liability is included in the 'Lease liabilities' lines in the Statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the Statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.10.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

Page 22


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


2.Accounting policies (continued)

 
2.9

Taxation


(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.



Page 23


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


2.Accounting policies (continued)

 
2.10

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Fixtures and fittings
10% Straight line
Office equipment
20% Straight line
Computer equipment
20% Straight line
Right of use asset
Straight line over the term of the lease


2.11

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.


2.12

Client money

The Company holds money on behalf of clients in accordance with the Client Asset ("CASS") rules of the Financial Conduct Authority. The amounts held on behalf of clients at the statement of financial position date are segregated from the Company's own funds, and held in segregated client money bank accounts which hold statutory trust status restricting the Company's ability to control the money, and accordingly such funds are not recorded on the statement of financial position.

 
2.13

Financial instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Page 24


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


2.Accounting policies (continued)


2.14

Functional and presentational currency

Functional and presentational currency

These financial statements are presented in British Pounds Sterling, which is the Company's functional currency.

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 the Statement of comprehensive income. 

 
2.15

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM.


3.


Accounting estimates and judgments

Impairment of financial assets

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates.

The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Page 25


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


4.


Financial risk management

Financial risk factors

The Company captures the different risks it is exposed to through its Risk Management Framework. This identifies, measures and mitigates potential risks, including financial risks; credit risk, liquidity risk, currency risk and capital risk inherent in its business model and arising from the products and services it offers to its clients. The risk management policies employed by the Company to manage these risks are summarised below:

4.1 Credit risk

Credit risk arises from cash and cash equivalents and financial assets carried at amortised cost, deposits with banks and financial institutions as well as credit exposures to customers, including outstanding receivables.

(i) Risk management

For banks and financial institutions, only independently rated parties with a strong rating and credit profile are onboarded and necessary due diligence procedures are followed. Credit Exposure is spread across well-established financial institutions and is monitored on an ongoing basis. CCUK faces minimal client counterparty credit risk due to the negative balance protection provided to retail clients as part of the FCA regulations which came into effect in 2018 and the company has a very small number of professional clients without this protection. 

(ii) Impairment of financial assets

The Company has the following types of financial assets that are subject to the expected credit loss model:
trade and other receivables
cash and cash equivalents
funds deposited in financial institutions

Trade receivables

The Company considers the probability of default upon initial recognition of each asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company.

Over the term of the receivables, the Company accounts for its credit risk by appropriately providing for expected credit losses on a timely basis. In calculating the expected credit loss rates, the Company considers historical loss rates for each category of customers, and adjusts for forward looking macroeconomic data.

The Company provides for expected credit losses (‘ECL’) against receivables and cash and cash equivalents. The following table contains an analysis of the credit risk exposure of each class of financial instruments for which an ECL allowance is recognised. The gross carrying amounts below also represent the Company's maximum exposure to credit risk in relation to these assets as at 31 December 2025. 

Page 26


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025



Expected credit loss


 
Gross carrying amount
Loss allowance
Carrying amount (net of impairment provision)

£
£
£

Receivable from related parties
2,309,542
(78,984)
2,230,558

Total trade receivables
2,309,542
(78,984)
2,230,558



 
Gross carrying amount
Loss allowance
Carrying amount (net of impairment provision)

£
£
£

Cash & cash equivalents
10,947,109
(15,333)
10,931,776

Total cash & cash equivalents
10,947,109
(15,333)
10,931,776


The table below shows an analysis of the Company's bank accounts by the credit rating of the bank in which they are held:


 
2025
2024

£
£

Bank group based on credit ratings by Moody's
No of banks
 
 

AA2
            1
1,688,030
3,065,055

A1
            1
2,289,681
4,682,880

A1
            1
4,312,211
1,604,766

A3
            1
261
-

Without credit rating
   3
204,808
42,250

8,494,992
9,394,951


4.2 Liquidity risk

Although CCUK has limited liquidity risk, due to the rebate received and back to back trading agreements with Capital Com SV Investments (CCSV), the Company monitors the liquidity needs of the firm on a constant basis day-to-day. The Company also updates and maintains records of all CCUK’s client and corporate cash balances across its bank and payment service providers. The Company has procedures to ensure sufficient funds are met at all times and have incorporated an internal limit above the regulatory driven requirements.

The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.

 
Page 27


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025



31 December 2025
Carrying amounts
3-12 months
> 12 months

£
£
£

Trade and other payables
388,142
388,142
-

Payables to related parties
3,304,928
3,304,928
-

3,693,070
2,067,806
-



31 December 2024
Carrying amounts
3-12 months
> 12 months

£
£
£

Lease liabilities
10,802,062
1,521,255
9,280,807

Trade and other payables
1,568,556
1,568,556
-

Payables to related parties
4,337,982
4,337,982
-

16,708,600
7,427,793
9,280,807


4.3 Market risk and currency risk

Due to CCUK’s 100% back-to-back hedging model with a group entity CCSV, CCUK carries no trading book market risk as a result of residual exposures stemming from its clients’ trading activities. One area of market risk CCUK faces is the currency risk on its non-trading book exposures – this is the risk that the value of its assets fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's measurement currency. This non-trading book FX risk is minimal with relation to CCUK’s balance sheet items and relates to exposures primarily to US Dollar and Euro denominated assets. The Company's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.


4.4 Capital risk

The Company's regulator, the FCA, stipulates that the Company must maintain capital adequacy at all times. The Company follows FCA guidelines and complies with the relevant regulations, including the calculation of own funds capital requirements, conducting scenario analysis and stress testing as part of its risk of harm assessment, and a wind-down plan assessment as detailed in its ICARA. The Company’s capital adequacy is monitored daily and the key methodologies and assumptions driving its internal assessment are continually challenged to ensure the ICARA remains fit for purpose and accounts for any material changes to regulations or the business model.


4.5 Concentration risk

CCUK has a UK-based client base with no significant concentrations in revenue. CCUK appreciates the need to onboard additional top-rated banking counterparties to diversify its client money and corporate credit exposures to mitigate undue concentrated credit risk and it performs regular monitoring and effective due diligence. This ensures that new and existing counterparties have adequate financial resources, good reputations, appropriate regulatory and internal policies and robust systems and controls in place and appropriate counterparty limits and controls are set against each to mitigate the potential risk of harm from concentrated exposures. 

Page 28


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


5.


Net trading revenue


The following is an analysis of the Company's revenue for the year from continuing operations:


2025
2024
£
£


Income from rebates
18,373,689
42,401,417

Interest receivable
807,840
783,526

Rebates paid to customers
(463,159)
(306,456)

Income from other services
1,278,238
209,014

Revenue share payable
(1,172,595)
(2,220,756)

18,824,013
40,866,745



6.
Direct Expenses


2025
2024

£
£

Marketing and promotion fees
2,449,574
69,817

Support fees
169,499
315,054

Payment services provider fees
281,304
304,854

Other direct costs
2,487,356
609,045

5,387,733
1,298,770

Page 29


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


7.


Administrative expenses

2025
2024
£
£



Staff costs
4,978,716
19,479,056

Insurance
55,442
100,724

Auditor's remuneration
122,400
124,400

Other professional fees
1,992,766
6,315,286

Travelling and accommodation
142,078
536,793

Irrecoverable VAT
506,441
519,155

Licensing and regulatory fees
698,598
100,738

Office expenses
37,584
90,514

Depreciation
774,178
2,271,912

Recruitment fees
106,446
166,551

Other expenses
3,421,577
3,654,338

12,836,226
33,359,467


8.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2025
2024
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
58,000
58,000

Fees payable to the Company's auditor in respect of:

Audit-related assurance services
48,000
50,000

Tax
11,400
11,400

Other
5,000
5,000




Page 30


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


9.


Staff costs costs and average number of employees

2025
2024
£
£

Wages and salaries
4,181,735
16,956,208

Social security costs
599,724
1,814,297

Company contributions to defined contribution pension scheme
139,742
532,176

Other staff costs
57,514
176,375

4,978,715
19,479,056


The monthly average number of persons, including the directors, employed by the Company during the year was as follows:


2025
2024
Number
Number

Infrastructure
18
58

Management
3
3

Marketing
-
22

Product
4
19

Sales
5
14

30
116


10.


Directors' remuneration

2025
2024
£
£


Directors' emoluments
1,483,248
1,305,755

Company contributions to defined contribution pension scheme
35,653
31,833

1,518,901
1,337,588


The highest paid director's emoluments were as follows:


2025
2024
£
£


Total emoluments
772,173
469,000

Company contributions to pension schemes
19,355
-

791,528
469,000

Page 31


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


11.


Finance income and expense

Recognised in profit or loss


2025
2024
£
£


Finance expense

Interest expense
125,596
257,492

Net foreign exchange loss on financial instruments
(42,724)
39,439

Other interest payable
-
16,445

Total finance expense
82,872
313,376


Net finance expense recognised in profit or loss
(82,872)
(313,376)






Page 32


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


12.


Tax expense

12.1 Income tax recognised in profit or loss



2025
2024
£
£

Current tax

Current tax on profits for the year
214,121
888,698

Total current tax
214,121
888,698


Deferred tax expense

Origination and reversal of timing differences
(1,185,133)
553,641

Total deferred tax
(1,185,133)
553,641


(971,012)
1,442,339


Total tax expense

Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
(971,012)
1,442,339

(971,012)
1,442,339

Page 33


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


12.Tax expense (continued)


12.1 Income tax recognised in profit or loss (continued)

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:


2025
2024
£
£


Profit for the year
1,492,613
4,452,793

Income tax expense
(971,012)
1,442,339

Profit before income taxes
521,601
5,895,132


Tax using the Company's domestic tax rate of 25% (2024:25%)
130,401
1,473,783

Capital allowances for the year in excess of depreciation
-
70

Expenses not deductible for tax purposes
59,075
1,343

adjustments to tax charge in respect of previous periods
(112)
(32,857)

Other tax adjustments, reliefs and transfers
(1,156,255)
-

Movement in deferred tax not recognised
(4,121)
-

Total tax expense
(971,012)
1,442,339

Factors that may affect tax charges

There were no factors that may affect future tax charges.

12.2 Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the statement of financial position:


2025
2024
£
£


Deferred tax liabilities
(7,503)
(1,192,636)

(7,503)
(1,192,636)

Page 34


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


12.Tax expense (continued)


12.2 Deferred tax balances (continued)




Opening balance
Recognised in profit or loss
Closing balance
        £
        £
        £
2025
Property, plant and equipment

(1,213,479)

1,205,733

(7,746)

Provisions

20,843

(20,600)

243




(1,192,636)


1,185,133


(7,503)



13.


Dividends

2025
2024
£
£


Dividends paid in the year
4,000,000
-

4,000,000
-

The dividend paid during the year equated to £7.02 per share (2024: £nil).



Page 35


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


14.


Property, plant and equipment





Leasehold improvements
Fixtures and fittings
Office equipment
Computer equipment

£
£
£
£



Cost or valuation






At 1 January 2024
6,342,847
905,464
62,061
1,264,733


Additions
213,618
34,812
1,333
160,914


Disposals
-
-
-
(97,263)



At 31 December 2024
6,556,465
940,276
63,394
1,328,384


Additions
105,016
-
-
35,823


Disposals
(6,661,481)
(940,276)
(63,394)
(1,317,498)



At 31 December 2025
-
-
-
46,709

Total

£



Cost or valuation



At 1 January 2024
8,575,105


Additions
410,677


Disposals
(97,263)



At 31 December 2024
8,888,519


Additions
140,839


Disposals
(8,982,649)



At 31 December 2025
46,709

Page 36


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


14.Property, plant and equipment (continued)


Leasehold improvements
Fixtures and fittings
Office equipment
Computer equipment

£
£
£
£



Accumulated depreciation and impairment






At 1 January 2024
528,571
75,296
6,797
387,810


Charge for the year
643,003
92,255
6,941
245,685


Disposals
-
-
-
(28,985)



At 31 December 2024
1,171,574
167,551
13,738
604,510


Disposals
(1,392,370)
(198,894)
(16,081)
(680,612)


Charge for the year
220,796
31,343
2,343
91,826



At 31 December 2025
-
-
-
15,724



Net book value


At 1 January 2024
5,814,276
830,168
55,264
876,923


At 31 December 2024
5,384,891
772,725
49,656
723,874


At 31 December 2025
-
-
-
30,985

Total

£



Accumulated depreciation and impairment



At 1 January 2024
998,474


Charge for the year
987,884


Disposals
(28,985)



At 31 December 2024
1,957,373


Disposals
(2,287,957)


Charge for the year
346,308



At 31 December 2025
15,724



Net book value


At 1 January 2024
7,576,631


At 31 December 2024
6,931,146


At 31 December 2025
30,985

Page 37


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


15.


Right-of-use assets





Right of use asset

£



Cost



At 1 January 2024
11,896,513


Additions - internal
487,501



At 31 December 2024
12,384,014


Disposals
(12,384,014)



At 31 December 2025
-


Right of use asset

£



Accumulated depreciation and impairment



At 1 January 2024
1,608,954


Charge for the year 
1,284,027



At 31 December 2024
2,892,981


Disposals
(2,892,981)


At 31 December 2025
-



Net book value


At 1 January 2024
10,287,559


At 31 December 2024
9,491,033

Page 38


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


16.


Trade and other receivables


2025
2024
£
£


Trade receivables
-
89,975

Receivables from parent
-
3,139,413

Receivables from related entities
2,309,542
-

Deferred expenditure
-
10,465

Other receivables
307,547
2,119,804

Credit loss on trade and other receivables
(78,984)
(7,654)

VAT receivable
365,500
499,687

Total trade and other receivables
2,903,605
5,851,690

The reclassification of amounts from "Receivables from parent" in the prior year to "Receivables from related entities" in the current year reflects the change in the immediate parent undertaking described in Note 27.


17.


Cash and cash equivalents

2025
2024
£
£



Funds receivable from clients at brokerage accounts
2,169,999
1,153,517

Cash with payment providers
273,227
222,510

Cash at bank
8,503,883
9,420,034

Expected credit loss on cash and cash equivalents
(15,333)
(13,207)

10,931,776
10,782,854

Page 39


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


18.


Trade and other payables


2025
2024
£
£



Payables to parent
-
2,818,876

Payables to related entities
3,304,928
1,513,364

Other payables
388,142
1,568,557

Accruals
851,875
2,643,473

Corporation tax payable
-
696,450

Total current trade and other payables
4,544,945
9,240,720

The reclassification of amounts from "Payables to  parent" in the prior year to "Payables to related entities" in the current year reflects the change in the immediate parent undertaking described in Note 27.

19.


Share capital

Issued and fully paid


2025
2025
2024
2024
Number
£
Number
£

Shares treated as equity

Ordinary shares of £1 each
5,699,000

5,699,000

5,699,000
 
5,699,000
 

Capital risk management

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern and exceed the minimum capital requirements set out by the FCA. The Company met the FCA's capital requirements throughout the year.

Capital is regarded as total equity, as recognised in the statement of financial position.

In order to maintain or adjust the capital structure, the company may adjust the dividend payment to the shareholder, return capital to the shareholder, issue new shares or sell assets to reduce debt.

The capital risk management policy remains unchanged at the date of this report.


20.


Reserves


Retained earnings

Retained earnings includes current and prior periods' profits and losses.

Page 40


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


21.


Leases




(i) Leases as a lessee





Lease liabilities are due as follows:

2025
2024
£
£

Contractual discounted cash flows due

Not later than one year
-
1,521,255

Between one year and five years
-
4,380,743

Later than five years
-
4,900,064

-
10,802,062


Lease liabilities included in the Statement of financial position at 31 December
-
10,802,062


Non-current
-
9,280,807

Current
-
1,521,255

Interest rates are fixed at the contract date, and thus expose the Company to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments
The incremental borrowing rate used to measure lease liabilities is 0.91% per annum.

Page 41


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


22.


Related party transactions

Details of transactions between the Company and its related parties are disclosed below.

During the year, Capital Com SV Investments Limited ceased to be the immediate parent undertaking of the Company; further details are provided in Note 27.

During the year, the Company earned £18,373,689 (2024: £42,401,416) as rebate income from Capital Com SV Investments Limited, a company under common control. £89,235 (2024: £145,796) was charged by Capital Com SV Investments Limited to the Company in the form of interest on the credit facility.

During the year, the Company purchased £560 (2024: £23,058) of IT and Marketing services to UAB Capital Com Services Ltd. The Company also purchased £168,938 (2024: £294,366) of IT services from Digital services Poland. The Company also purchased £156,079 (2024: £23,887) of IT and support services from Capital Com Services Global Ltd. The company also purchased £3,188,020 (2024: £86,268) of IT, marketing and support services from Capital Com Services Limited. All companies are members of the 100% owned wider group.

During the year, the Company was charged £2,486,978 (2024: £506,324) in royalty fees by Capital Com IP Ltd. The Company received £320,355 (2024: £90,000) for the sale of fixed asset and £6,335 (2024: £10,168) in service charge income from the same entity. The Company charged £67,632 (2024: £127,722) in the form rent related charges from V.P. Capital Investments Limited. Both companies are a related party under common control.


Balances with other related parties

2025
2024
£
£



Capital Com Investments Limited (Cyprus)
(61,234)
-

Capital Com Australia Services PTY LTD
(48,511)
-

Capital Bulgaria EOOD
(48,379)
-

UAB Capital Com Services Limited
-
(554)

Digital Services Poland
(23,360)
(22,120)

Capital Com Online Investments Ltd
(165)
(359)

Capital Com Services Global Limited
(179,359)
(9,398)

Capital Com Services Limited
(1,179,602)
(1,148,166)

Capital Com IP Ltd
(84,818)
(332,767)

Capital Com SV Investments Limited
629,878
320,538

V.P. Capital Investments Limited
-
89,975

(995,550)
(1,102,851)

Page 42


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


23.


Contingent liabilities

During the year, the Company has provided guarantees in favour of BL Development Limited in respect of lease obligations of Capital Com Services Limited, a related party undertaking, relating to office premises at Second Floor and Third Floor, West Podium, Orchard Place, London SW1 .

The guarantees meet the definition of financial guarantee contracts under IFRS 9. The directors have assessed the expected credit loss associated with these guarantees at the reporting date and concluded that the risk of default is remote and, accordingly, no liability has been recognised in the statement of financial position. The maximum exposure to loss at 31 December 2025 is £32,178,937. This represents the undiscounted lease payments and associated obligations under the relevant lease terms.

There were no other contingent liabilities as at 31 December 2025 or 31 December 2024.


24.


Capital commitments

There were no capital commitments noted as at 31 December 2025 or 31 December 2024.


25.


Clients' funds

The Company holds money on behalf of its clients in accounts designated as 'segregated client accounts'. These segregated accounts comply with the Financial Conduct Authority's ('FCA') rules on client money. The accounts have the required trust status acknowledgement letters in place, which provide the authority for the Company to control the funds, hence such amounts are not held on the Company's Statement of financial position.


2025
2024
£
£



Segregated client funds
21,689,200
19,684,919

21,689,200
19,684,919

The Company holds its clients' funds with the Royal Bank of Scotland, Bank of New York Mellon and Santander which are highly reputable institutions.

The amount due from clients to the Company as at the year year end amounts to £2,169,999 (2024: £1,153,517) which is fully withdrawable by the Company.


26.


Events after the reporting period

There have been no significant events affecting the company since the year end.

Page 43


 
Capital Com (UK) Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2025


27.


Controlling party

The immediate parent undertaking of the Company as at 31 December 2025 was Capital Com Investments Limited, whose registered address is Vasileiou Makedonos, 8, Kinnis Business Centre, 2nd floor, Limassol, 3040, Cyprus. During the year, Capital Com Investments Limited replaced Capital Com SV Investments Limited as the immediate parent undertaking of the Company. This change is reflected in the reclassification of certain intercompany balances between "Receivables/Payables from parent" and "Receivables/Payables from related entities" as presented in Notes 16 and 18.

The directors consider the ultimate controlling party to be Viktor Prokopenya.

Page 44