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Registered number: 09516131












QUADRATURE CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

 

QUADRATURE CAPITAL LIMITED
 
COMPANY INFORMATION


Directors
S Setiya 
G H Skinner 
A Devane (appointed 2 July 2025)
A Goddard (appointed 17 September 2025)




Registered number
09516131



Registered office
The Leadenhall Building
122 Leadenhall Street

London

EC3V 4AB




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

London

WC2B 5AH




Bankers
HSBC Bank plc
8 Canada Square

London

E14 5HQ





 

QUADRATURE CAPITAL LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026

Introduction
 
The directors present their strategic report together with the financial statements of Quadrature Capital Limited (the "Company" or "QCL") for the year ended 31 January 2026.

Business review
 
The results of the Company for the year are shown in the statement of comprehensive income on page 9 and the financial position is set out in the statement of financial position on page 10.

The Company receives remuneration for investment management services. Revenue and profitability are driven by the performance and assets of the funds under management.

Principal risks and uncertainties
 
The principal activity of the Company is the provision of investment management services.  A portion of revenue is based on a fixed fee structure, and the rest is calculated by reference to the performance of the funds under management.  As a result, the fixed portion is relatively stable, and is sufficient to cover the current operational expenses of the Company.  

From an operational perspective, the key risks to the Company relate to operational and control errors, which may impact the Company’s investment related activities, and potential non-compliance with applicable regulations.  These risks are managed respectively through applicable controls and periodic reviews of the effectiveness of the Company's operational and compliance framework.

Key performance indicators
 
The directors consider that the Company's turnover, profit and financial position are the relevant financial key performance  indicators.

Directors' statement of compliance with duty to promote the success of the Company
 
The directors have considered the requirements of section 172(1) of the Companies Act 2006 throughout the year. Long term consequences of decisions are considered as well as the impact of decisions on employees, stakeholders, the community and environment. QCL is committed to high standards of business conduct and ensures all members of the company are treated fairly.


This report was approved by the board on 19 May 2026 and signed on its behalf.





A Devane
Director

A Goddard
Director

Page 1

 

QUADRATURE CAPITAL LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026

The directors present their report and the financial statements for the year ended 31 January 2026.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company is the provision of investment management services. 

Going concern

The Directors have assessed the Company’s ability to continue as a going concern, taking into account its current financial position, cash flow forecasts, and available resources for a period of at least twelve months from the date of approval of these financial statements.

Subsequent to the year end, the Company notified the Financial Conduct Authority (“FCA”) and the U.S. Securities and Exchange Commission (“SEC”) of its intention to withdraw its AIFM permissions and transition its activities to focus on managing owner-managed funds.

The Directors have considered the impact of this strategic change on the Company’s operations, revenue streams, and cost base. The revised business model is expected to reduce regulatory and operating costs and does not materially impact the Company’s ability to generate sufficient income and cash flows to meet its liabilities as they fall due.

Based on this assessment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

Results and dividends

The profit for the year, after taxation, amounted to £730.7 million (2025: £410.7 million)

Dividends of £836.1 million (2025: £360.1 million) were paid during the year as set out in note 9 to the accounts. 
 

Page 2

 

QUADRATURE CAPITAL LIMITED

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Directors

The directors who served during the year were:

S Setiya 
G H Skinner 
A Devane  (appointed 2 July 2025)
A Goddard (appointed 17 September 2025)

Political contributions

The company made political donations during the year (2025: £4 million).

Engagement with suppliers, customers and others

The Company ensures that relationships with suppliers, customers and others are considered throughout the year. 

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company's greenhouse gas emissions and energy consumption are as follows: 


2026
2025

Emissions resulting from the combustion of gas by the Company for its own use (in tonnes of CO2 equivalent)
91.29
96.7

Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
836.53
883.1

Energy consumed from activities for which the Company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Company for its own use, including for the purposes of transport, in kWh
5,225,122
4,838,914

To calculate greenhouse gas (GHG) emissions, the Company has used the GHG Protocol Corporate Standard methodology. Conversion factors applied are sourced from the UK Government Department for Environment, Food & Rural Affairs (DEFRA). Energy consumption data is sourced from utility invoices, sub-meter readings and supplier portals (Equinix). The reporting boundary covers UK operations only.

The intensity ratio used by the Company to track its energy efficiency performance is: Tonnes of CO2 per £ million of income. For the year ended 31 January 2026, the intensity ratio is 0.42 (2025: 0.79).

The Company takes responsibility for any direct climate impacts during the period by estimating total carbon emissions, including those from the production of computer hardware. It's the Company's policy to offset total emissions where possible.  The Company is very aware of the environmental impact of running a company and strives to reduce this impact as much as possible.

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.

Page 3

 

QUADRATURE CAPITAL LIMITED

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

Auditor

The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 19 May 2026 and signed on its behalf.
 





A Devane
Director
A Goddard
Director

Page 4

 

QUADRATURE CAPITAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF 
QUADRATURE CAPITAL LIMITED
 FOR THE YEAR ENDED 31 JANUARY 2026

Opinion
We have audited the financial statements of Quadrature Capital Limited (the 'Company') for the year ended 31 January 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 January 2026 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 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.

Page 5

 

QUADRATURE CAPITAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF 
QUADRATURE CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

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 set out on page 2, 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 6

 

QUADRATURE CAPITAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF 
QUADRATURE CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

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:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the investment management industry;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, the Financial Services and Markets Act 2000 and applicable taxation legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested a sample of journal entries to identify unusual transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and reviewing correspondence with HM Revenue and Customs and relevant regulators.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
Page 7

 

QUADRATURE CAPITAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF 
QUADRATURE CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026


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.




Richard Hinton (Senior Statutory Auditor)
for and on behalf of
Blick Rothenberg Audit LLP
Chartered Accountants
Statutory Auditor
16 Great Queen Street
London
WC2B 5AH

19 May 2026
Page 8

 

QUADRATURE CAPITAL LIMITED
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
Note
£000
£000

  

Turnover
 3 
2,203,476
1,224,817

Administrative expenses
  
(1,238,995)
(686,012)

Other income
 4 
13,039
17,751

Operating profit
 5 
977,520
556,556

Interest receivable and similar income
  
7,958
5,282

Interest payable
  
(10,245)
(7,897)

Profit before tax
  
975,233
553,941

Tax on profit
 8 
(244,538)
(143,201)

Profit for the financial year
  
730,695
410,740

There was no other comprehensive income for 2026 (2025 : £NIL).

The notes on pages 14 to 26 form part of these financial statements.

Page 9


 
REGISTERED NUMBER:09516131
QUADRATURE CAPITAL LIMITED

STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026

2026
2025
Note
£000
£000

Fixed assets
  

Tangible assets
 10 
323,298
186,215

  
323,298
186,215

Current assets
  

Debtors: amounts falling due within one year
 11 
150,629
302,139

Cash at bank and in hand
  
173,445
68,096

  
324,074
370,235

Creditors: amounts falling due within one year
 12 
(204,490)
(157,629)

Net current assets
  
 
 
119,584
 
 
212,606

Total assets less current liabilities
  
442,882
398,821

Creditors: amounts falling due after more than one year
 13 
(164,672)
(64,586)

Provisions for liabilities
  

Deferred tax
 15 
(66,701)
(26,340)

  
 
 
(66,701)
 
 
(26,340)

Net assets
  
211,509
307,895


Capital and reserves
  

Share premium account
  
102,625
93,625

Profit and loss account
  
108,884
214,270

  
211,509
307,895


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 May 2026.




A Devane
A Goddard
Director
Director

The notes on pages 14 to 26 form part of these financial statements.

Page 10
 

QUADRATURE CAPITAL LIMITED
 
 
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026



Called up share capital
Share premium account
Profit and loss account
Total equity


£000
£000
£000
£000



At 1 February 2024
-
24,575
163,567
188,142





Profit for the year
-
-
410,740
410,740


Dividends: Equity capital
-
-
(360,037)
(360,037)


Shares issued during the year
-
69,050
-
69,050





At 1 February 2025
-
93,625
214,270
307,895





Profit for the year
-
-
730,695
730,695


Dividends: Equity capital
-
-
(836,081)
(836,081)


Shares issued during the year
-
9,000
-
9,000



At 31 January 2026
-
102,625
108,884
211,509



The notes on pages 14 to 26 form part of these financial statements.

Please refer to Note 16 for detail on the called up share capital. Total called up share capital amounts to £11.

Page 11
 

QUADRATURE CAPITAL LIMITED

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
£000
£000

Cash flows from operating activities

Profit for the financial year
730,695
410,740

Adjustments for:

Amortisation of leased incentives
(834)
-

Depreciation of tangible assets
88,222
45,764

Loss on disposal of tangible assets
1,530
295

Bad debt write-off
-
14

Interest expense
10,245
7,898

Interest income
(7,958)
(5,282)

Taxation charge
244,538
143,201

Decrease/(increase) in debtors
31,131
(90,587)

(Decrease) in creditors
(21,979)
(41,280)

Increase in amounts owed to intercompany
50,032
-

Non cash settlement of trade receivables via dividend
(729,101)
-

Corporation tax (paid)
(231,436)
(86,571)

Realised Foreign exchange
(2,291)
(7,424)

Other interest income received
-
1,813

R&D tax credit
-
(11,462)

Net cash generated from operating activities

162,794
367,119

Cash flows from investing activities

Purchase of tangible fixed assets
(13,283)
(19,836)

Sale of tangible fixed assets
3,740
-

Loans repaid by directors
40,883
18,513

Interest income received on directors loans
4,086
761

Net cash from investing activities

35,426
(562)

Cash flows from financing activities

Dividends paid
-
(360,037)

Issue of ordinary shares
9,000
69,050

Repayment of hire purchase leases
(89,804)
(34,350)

Repayment of other borrowings
(3,960)
-

Interest paid
(8,107)
-

Net cash used in financing activities
(92,871)
(325,337)

Net increase in cash and cash equivalents
105,349
41,220

Cash and cash equivalents at beginning of year
68,096
26,876

Cash and cash equivalents at the end of year
173,445
68,096


Cash and cash equivalents at the end of year comprise:
Page 12

 

QUADRATURE CAPITAL LIMITED

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026


2026
2025

£000
£000


Cash at bank and in hand
173,445
68,096


The notes on pages 14 to 26 form part of these financial statements.

Page 13

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

1.Accounting policies

 
1.1

Basis of preparation of financial statements

Quadrature Capital Limited ('the Company') is a private company limited by shares, incorporated and registered in the United Kingdom.

The company's registered address is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 2).

 
1.2

Revenue

Revenue comprises fund management advisory fees during the year. Management fees are recognised as they accrue across the year. Performance fees are only recognised on crystallisation.

 
1.3

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives are as follows:

Leasehold improvements
-
10 years/over the remaining lease term, if shorter
Motor vehicles
-
3 years
Fixtures and fittings
-
10 years
Office equipment
-
4 years
Computer equipment
-
3 to 5 years
Computer software
-
4 to 5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 14

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

1.Accounting policies (continued)

 
1.4

Financial instruments


Excluding investments, all other financial instruments arise directly from the company's operations.

All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction.  Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The Company does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. 

The Company’s cash holdings comprise on demand balances and balances realisable within 30 days. All cash is held with banks with strong external credit ratings.

Lease liabilities are recognised at amortised cost, representing the total discounted lease payments due under the arrangement.

Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction.  They are only derecognised when they are extinguished. 

As the Company only has short term receivables and payables, its net current asset position is a reasonable measure of its liquidity at any given time.

 
1.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Pound Sterling.

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.

  
1.6

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. 

 
1.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
1.8

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 15

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

1.Accounting policies (continued)

 
1.9

Leased assets

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over the shorter of the lease term and their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
1.10

Pensions

Defined contribution pension plan

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.

 
1.11

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
1.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 16

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the accounting policies, the directors may be required to make judgement and estimates that could impact the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenue and expenses during the year.

The measurement of deferred bonus obligations involves management judgement in selecting key assumptions, including the discount rate and the assumed growth rate of benefits. The growth rate is determined with reference to historic performance of the underlying investment funds, adjusted where appropriate to reflect expectations of future market conditions. The discount rate is determined by reference to market yields on high-quality corporate bonds with maturities consistent with the expected timing of the benefit payments.

The directors are not aware of any significant sources of estimation uncertainty in the preparation of the financial statements, other than in relation to the above.
 

Page 17

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

3.


Turnover

The whole of the turnover is attributable to the Company's principal activity, which was carried out principally in the United Kingdom. 


4.


Other income

2026
2025
£000
£000

Other income
13,039
17,751

13,039
17,751



5.


Operating profit

The operating profit is stated after charging/(crediting):

2026
2025
£000
£000

Depreciation of tangible fixed assets
88,222
45,764

Loss on disposal of tangible assets
1,530
295

Auditors' remuneration: audit services
58
36

Auditors' remuneration: other services
148
137

Operating lease rentals - land & buildings
3,662
4,024

Operating lease rentals - other assets
286
82

Unrealised foreign exchange differences
(2,058)
(2,880)

Realised foreign exchange differences
1,345
-


6.


Employees

Staff costs, including directors' remuneration, were as follows:


2026
2025
£000
£000

Wages and salaries
769,511
480,196

Social security costs
126,761
74,361

Cost of defined contribution scheme
1,651
1,563

897,923
556,120


The average monthly number of employees, including the directors, during the year was as follows:


        2026
        2025
            No.
            No.







Employees
169
173

Page 18

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

7.


Interest payable and similar expenses

2026
2025
£000
£000


Finance leases and hire purchase contracts
5,154
1,760

Other interest payable
5,091
6,137

10,245
7,897

Other interest payable is comprised of amounts related to interest paid to HMRC as well as unwinding of interest on deferred bonuses.


8.


Taxation


2026
2025
£000
£000

Corporation tax


UK Corporation tax on profits for the year
205,618
108,153

Adjustments in respect of previous periods
(1,441)
3,019


204,177
111,172

Foreign tax


Foreign tax on income for the year
-
59

Total current tax
204,177
111,231

Deferred tax


Origination and reversal of timing differences
38,572
31,734

Adjustments to tax charge in respect of prior periods
1,789
236

Total deferred tax
40,361
31,970


Taxation on profit on ordinary activities
244,538
143,201
Page 19

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
 
8.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year differs from the effective rate of corporation tax for the year in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
£000
£000


Profit on ordinary activities before tax
975,233
553,922


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
243,808
138,481

Effects of:


Expenses not deductible for tax purposes
672
1,463

Capital allowances for year in excess of depreciation
(71)
185

Adjustments to tax charge in respect of prior periods
348
3,254

Research and development tax credit
(240)
(225)

Effects of overseas tax
21
43

Total tax charge for the year
244,538
143,201


Factors that may affect future tax charges

The company's deferred tax liability at 31 January 2026 has been measured using the enacted tax rate in the UK of 25% (2025: 25%). 


9.


Dividends

2026
2025
£000
£000


Dividends on ordinary shares
836,081
360,037

836,081
360,037

Page 20

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

10.


Tangible fixed assets


Leasehold improvements
Motor vehicles
Fixtures and fittings
Equipment and software
Total

£000
£000
£000
£000
£000



Cost or valuation


At 1 February 2025
33,253
576
1,722
239,726
275,277


Additions
46
30
-
230,322
230,398


Disposals
-
-
-
(6,620)
(6,620)



At 31 January 2026

33,299
606
1,722
463,428
499,055



Depreciation


At 1 February 2025
10,390
436
542
77,693
89,061


Charge for the year on owned assets
3,331
72
170
84,649
88,222


Disposals
-
-
-
(1,526)
(1,526)



At 31 January 2026

13,721
508
712
160,816
175,757



Net book value



At 31 January 2026
19,578
98
1,010
302,612
323,298



At 31 January 2025
22,862
140
1,180
162,033
186,215

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2026
2025
£000
£000



Motor vehicles
97
140

Equipment and software
268,467
125,554

268,564
125,694

Page 21

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

11.


Debtors

2026
2025
£000
£000


Trade debtors
40,940
92,107

Amounts owed by group undertakings
1,246
841

Other debtors
21,567
3,727

Directors' loans receivable
-
144,216

Prepayments
10,999
8,847

Tax receivable related to directors' loans
52,401
52,401

Corporation Tax
23,476
-

150,629
302,139


Trade debtors, directors' loans receivable, tax receivable related to directors' loans, prepayments, amounts owed by group undertakings and other debtors (excluding recoverable VAT) constitute the Company's only financial assets measured at amortised cost. The aggregate carrying value was £136.95 million (2025: £299.73 million).


12.


Creditors: Amounts falling due within one year

2026
2025
£000
£000

Other loans
4,629
3,960

Trade creditors
4,054
2,124

Amounts owed to group undertakings
75,130
24,052

Corporation tax
-
14,033

Obligations under finance lease and hire purchase contracts
93,675
61,731

Other creditors
1,157
611

Accruals and deferred bonuses
25,845
51,118

204,490
157,629


Page 22

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

13.


Creditors: Amounts falling due after more than one year

2026
2025
£000
£000

Other loans
1,409
4,101

Net obligations under finance leases and hire purchase contracts
146,633
51,269

Other creditors
3,182
2,114

Accruals and deferred bonuses
13,448
7,102

164,672
64,586


The Company's financial liabilities measured at amortised cost are comprised of the other loans, trade creditors, other creditors, amounts owed to group undertakings, accruals, deferred bonuses, corporation tax and finance leases. The aggregate carrying value of these liabilities is £369.2 million (2025: £222.2 million).


14.


Hire purchase and finance leases


At 31 January 2026 the Company had future undiscounted minimum lease payments due under non-cancellable finance leases for each of the following periods:

2026
2025
£000
£000


Within one year
100,613
57,025

Between 1-5 years
151,913
61,229

252,526
118,254


15.


Deferred taxation




2026
2025


£000

£000






At beginning of year
(26,340)
5,619


Charged to the profit or loss account
(40,361)
(31,959)



At end of year
(66,701)
(26,340)

Page 23

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
 
15.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:

2026
2025
£000
£000


Accelerated capital allowances
(74,639)
(40,365)

Expenditure deductible when paid
7,938
14,025

(66,701)
(26,340)


16.


Share capital

2026
2025
£
£
Allotted, called up and fully paid



 11 Ordinary shares of £1.00 each
11
10


During the year the Company issued an ordinary share of £1 to its Parent Company, QC Ventures Limited, a company incorporated in the Cayman Islands, for an aggregate consideration of £9 million. The resulting share premium of £8,999,999 has been recognised within the share premium reserve.


17.


Related party transactions

Under section 33.1A of FRS 102, the Company is exempt from disclosing transactions entered into between members of the same group, provided that any subsidiary party to the transaction is wholly owned within the group.

During the year emoluments of £130.9 million (2025: £23.3 million) were paid to directors of the company. The directors are considered to be the company's key management personnel and of which two of whom jointly hold ultimate control of the Company. Retirement benefits totalling £0.04 million (2025: £0.02 million) were accrued for the directors in respect of defined contribution pension schemes. The highest paid director received remuneration of £55.2 million (2025: £11.7 million) and pension contributions of £0.01 million (2025: £0.01 million) were made on his behalf.

No loans were advanced to directors during the year (2025: £nil), and repayments of £148.1 million (2025: £19.3 million) were received.  Interest of £3.9 million (2025: £3.5 million) were charged on these balances during the year.  At 31 January 2026, the outstanding balance was £nil (2025: £144.2 million).
 


18.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the scheme and amounted to £1.7 million (2025: £1.6 million). At 31 January 2026 contributions of £0.15 million (2025: £0.14 million) were unpaid and are included in Other creditors (note 12).

Page 24

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

19.


Commitments under operating leases

At 31 January 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2026
2025
£000
£000


Not later than 1 year
4,704
4,511

Later than 1 year and not later than 5 years
18,542
14,053

Later than 5 years
4,792
-

28,038
18,564

20.


Analysis of net debt






At 1 February 2025
Cash flows
New finance leases
Other non-cash changes
At 31 January 2026
£000

£000

£000

£000

£000

Cash at bank and in hand

68,096

105,349

-

-

173,445

Debt due after 1 year

(4,101)

4,397

-

(1,705)

(1,409)

Debt due within 1 year

(3,960)

60

-

(729)

(4,629)

Finance leases

(113,003)

94,708

(217,139)

(4,874)

(240,308)


(52,968)
204,514
(217,139)
(7,308)
(72,901)

During the year, the Company declared dividends to its parent undertaking which were settled on a non-cash basis through the offset of intercompany and related party balances. The arrangements extinguished amounts owed both to and from group undertakings and directors, with no net cash outflow arising on settlement. The transactions have been accounted for in accordance with their commercial substance and are reflected within intercompany receivables, intercompany payables, and amounts due from directors.


21.


Post balance sheet events

After the reporting date, the Company entered into a number of hire purchase arrangements for IT server equipment, with total undiscounted minimum lease payments of £553.5 million payable over three to four years. The assets will be capitalised and depreciated in accordance with the policy in note 1.9.

Subsequent to the year end, the Company notified the Financial Conduct Authority and the United States Securities and Exchange Commission of its intention to withdraw its permissions as an Alternative Investment Fund Manager.

Page 25

 

QUADRATURE CAPITAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

22.


Parent undertaking and ultimate controlling party

The Company's immediate parent undertaking is QC Ventures Limited, a company incorporated in the Cayman Islands, with registered office at PO Box 10250, Grand Pavilion Commercial Centre, Suite 7, 802 West Bay Road, Grand Cayman KY1-1003, Cayman Islands.

The Company is jointly controlled by G H Skinner and S Setiya, both directors of the Company, through their respective holding companies, Squad Holdings Limited and Alethia Holdings Limited. In the absence of a single controlling shareholder, there is no ultimate controlling party.

Page 26