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Registered number:
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
COMPANY INFORMATION
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AGORA DIGITAL MARKETS LTD
CONTENTS
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AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
Agora Digital Markets Ltd (“agora”, “ADML” or “the Company”) develops market infrastructure technology for the international capital markets. The Company’s platform digitises the creation, negotiation and execution of documentation and workflow for debt instruments. Its proprietary next-generation software, the Asset Class Engine (“ACE”), is a framework on which workflow applications can be built in a low-code environment by business analysts rather than software engineers, designed to be flexible, modular and extendible across asset classes. The Company is authorised and regulated by the Financial Conduct Authority.
Fair Review of the Business The year to 31 March 2025 saw a number of significant developments. In August 2024 the Company achieved a milestone it had worked towards for a long period: the first live transaction executed on the agora platform. A AAA-rated supranational issuer and a Tier-1 US investment bank, having interacted actively on the platform in the days leading up to the execution opportunity, used agora to negotiate and confirm the terms of a real debt instrument under the issuer’s established MTN programme — business they would otherwise have transacted in the ordinary course. It was not a test or staged proof of concept. Technologically, the transaction represented several firsts in digital documentation, including the fully digital creation and capture of all static and dynamic terms for a regulated asset and the generation of natural-language final terms and ancillary documents. Analysis continued with the participants and significant enhancements were made to facilitate different types of bond assets within the MTN/private placement realm. Commercial progress in the year included a second supranational issuer signing to the platform and a third investment bank dealer; the delivery of a dedicated MTN/private placement workflow capability catering for single-dealer transactions; and the announcement of the Company’s partnership with Montis Group, a soon-to-be-launched CSD — an important step in the realisation of the Company’s end-to-end vision of seamless data transfer between market participants and service providers. On the renewal of the SaaS agreement with the Company’s principal structured products client, the Company initiated a fee renegotiation to increase revenue. The client agreed transition arrangements but did not ultimately agree the increased terms, electing to implement a more limited document-generation application, and the Company ceased providing those services on 31 October 2024. Over the course of that engagement the client executed some 700 individual trades with a nominal volume exceeding €2 billion. The conclusion of the engagement enabled the Company to concentrate resources on ACE, which can address more asset classes at lower development cost, while the Company continues to offer structured products capability to prospective customers. Turnover for the year was £244,206 (2024: £353,188), reflecting the cessation of the structured products engagement part-way through the year. The loss for the year was £2,386,711 (2024: £686,403; the prior year benefited from an R&D tax credit of £1,292,368 — loss before tax £1,978,771). The year-on-year movement principally reflects a full year’s amortisation of the capitalised ACE development expenditure and the completion of the development investment phase. The directors acted decisively on costs: average headcount reduced from 23 to 16, with further significant reductions after the year end.
The fundraising environment remained challenging, but shareholder support continued throughout the year. In February 2025 the Company closed a funding round of approximately £1.1 million from existing shareholders and new investors; in connection with the round a significant outstanding supplier liability was settled by the issue of shares, reducing short-term risk. The Company ended the year with cash of £279,210 and net assets of £1,412,280.
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AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Company manages risk formally through its Risk Committee, which maintains a Risk Register across four key areas — business, legal/regulatory, financial and operational — and reports quarterly to the Board. At its February 2025 meeting the Committee reviewed each of the 104 identified risks: ten were rated Medium, 31 Medium-Low, and none higher. The principal risks are:
Funding and liquidity risk (Medium). The Company is not yet profitable and depends on shareholder funding while its commercial pipeline matures. The February 2025 round funded the immediate runway; the events after the year end described below — including the October 2025 recapitalisation, the June 2026 fundraising and the proposed combination with Onbrane SAS — form the core of the directors’ response. The going concern assessment is set out in note 2.2. Commercial and adoption risk (Medium-Low). The pace of adoption of new market infrastructure is slower than forecast across the fintech sector. The directors mitigate this through partnerships with established market participants and infrastructure providers and, strategically, through sector consolidation as described below. Operational and technology risk (Medium-Low). Key-person dependencies, product delivery, platform reliability and cyber security. The Company maintains ISO 27001-aligned policies, a dedicated Information Security Lead with an independent reporting line to the General Counsel, and business continuity procedures. Legal and regulatory risk (Medium-Low). As an FCA-authorised firm the Company maintains compliance policies, annual training and a conservative regulatory strategy, and has maintained its FCA authorisation throughout.
Future developments and outlook
Management has believed for some time that consolidation among the principal competitors in this sector is required to produce a sustainable and profitable environment. Much of the period since the year end has been devoted to that objective, and to securing the Company’s funding, through the following sequence of events. During 2025 the Company was in advanced merger negotiations with its principal competitor, NOW Capital Markets. By August/September 2025 it had become clear that NOW’s financial position would not support a transaction and negotiations ended. In parallel, ‘subject to contract’ heads of terms were signed on 28 July 2025 with a credible investment company for a substantial direct equity investment; the FCA was notified given the change in control this would have entailed. In early September 2025 that investor unexpectedly withdrew. The Company responded with an immediate recapitalisation, completed in October 2025, raising £876,937 of new funding together with the issue of new ordinary shares in settlement of £415,763 of indebtedness arising from bridging loans. Costs were further and substantially reduced through headcount reductions and renegotiation or termination of supplier arrangements. In June 2026 the Company completed a further equity fundraising under a subscription agreement signed by all participating shareholders, raising £432,192 of new subscription monies together with the conversion of £186,620 of shareholder indebtedness into equity, and the Company’s preference shares were converted into ordinary shares, simplifying the capital structure to a single class. On 16 June 2026 the Company signed heads of terms for a strategic combination with Onbrane SAS, a Paris-based digital debt markets platform, under which ADML and Onbrane would become wholly-owned subsidiaries of a new Luxembourg holding company in a share-for-share exchange — realising the consolidation strategy the Board has pursued. Completion is expected in the second half of 2026, subject to documentation and applicable approvals including FCA change-in-control approval, and is expected to be followed by a qualifying equity fundraise at holding company level.
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AGORA DIGITAL MARKETS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Operationally, the ACE platform was delivered to production in April 2025 supporting fixed, floating and zero-coupon structures, with taps functionality delivered subsequently; four clients are live or ready on the platform; and the Company has signed SaaS agreements with five clients for syndicated bonds, with further institutions engaged in proof-of-concept trials. The Company’s development focus is on making ACE distributed-ledger independent and extending it to further bond asset classes, with the longer-term aim of supporting a wide variety of products including syndicated bonds, structured products, swaps, MTNs/private placements, commercial paper and green bonds, and — through partnerships — workflow and documentation applications beyond financial services.
KPIs
Given the Company’s stage of development, the directors monitor a combination of financial and operational indicators: turnover £244,206 (2024: £353,188); operating loss £2,387,047 (2024: £1,995,768); cash at year end £279,210 (2024: £1,493,109); average headcount 16 (2024: 23); live platform execution (first live MTN transaction achieved August 2024); onboarded network participants (two supranational issuers and three investment bank dealers at the year end); and progress against the strategic objectives set by the Board — maintaining FCA authorisation (achieved), incentivising staff through the option plan (achieved), prioritising the market consolidation strategy (carried into 2025/26), and maintaining the flexibility to reduce cost further if near-term traction was not achieved (exercised after the year end). Name of Director/Secretary Who Signs the Report on Behalf of the Board of Directors: Charles Berman
No branches of the company exist outside of the UK.
The Board considers that it has fulfilled its individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way most likely to promote the success of the Company for the benefit of shareholders as a whole, having regard to the matters set out below.
The Company is authorised and regulated by the FCA and the Board is acutely conscious of its responsibility to the regulator. The Company’s compliance philosophy is to conduct business in accordance with both the letter and the spirit of its regulatory obligations, including the Principles for Businesses, with policies and handbooks updated annually and training provided to all employees, including directors, at least annually. Information security is a key element of the business: a full-time Information Security Lead reports to the CTO/CPO, who sits on the Board, with a direct reporting line to the General Counsel to assure the function’s independence. Risk is managed formally through the quarterly Risk Committee as described above. The Company engages with suppliers on terms appropriate to its size and pays supplier invoices promptly. Since 2022 the Company has operated corporate social responsibility policies as part of its ESG strategy, supporting its standards as an ISO 14001 and ISO 27001 accredited company.
This report was approved by the board on 23 October 2026 and signed on its behalf.
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AGORA DIGITAL MARKETS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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.
The loss for the year, after taxation, amounted to £2,386,711 (2024 - loss £686,403).
The Directors do not propose a dividend for the year ended 31 March 2025 (2024: £nil)
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report.
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AGORA DIGITAL MARKETS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Since the year end: (i) in October 2025 the Company completed a recapitalisation, raising £876,937 of new funding and issuing new ordinary shares in settlement of £415,763 of indebtedness arising under bridging loans; (ii) in June 2026 the Company completed a further equity fundraising under a subscription agreement between the Company and participating shareholders, raising £432,192 in new subscription monies and converting £186,620 of existing shareholder indebtedness into equity, with certain further subscriptions at the same price completed by supplemental agreement; (iii) the Company’s seed preferred and seed 2 preferred shares were converted into ordinary shares, with the effect that the Company has a single class of ordinary shares; and (iv) on 16 June 2026 the Company signed heads of terms for a proposed strategic combination with Onbrane SAS under which the Company would become a wholly-owned subsidiary of a new Luxembourg incorporated holding company, in a share-for-share exchange, expected to complete in the second half of 2026 subject to documentation and applicable approvals, including FCA change-in-control approval.
The auditors, RJP LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD
We have audited the financial statements of Agora Digital Markets Ltd (the 'Company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the , the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD (CONTINUED)
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.
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.
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AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD (CONTINUED)
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 Auditors' 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:
Based on our understanding and accumulated knowledge of the company and the sector in which it operates we considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud and whether such actions or non-compliance might have a material effect on the financial statements. These included but were not limited to those that relate to the form and content of the financial statements, such as the company accounting policies, UK accounting standards and UK Companies Act 2006. All team members were briefed to ensure they were aware of any relevant regulations in relation to their work. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting inappropriate journal entries, management bias in accounting estimates and improper revenue recognition associated with period-end cut-off. Our audit procedures included, but were not limited to: - Agreement of the financial statements to underlying supporting documentation; - Challenging assumptions and judgements made by management in their significant accounting estimates; - Revenue period-end cut-off procedures; - Identifying and testing journal entries; - Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; and - Obtaining an understanding of the control environment in monitoring compliance with laws and regulations. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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 Auditors' Report.
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AGORA DIGITAL MARKETS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGORA DIGITAL MARKETS LTD (CONTINUED)
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 Auditors' 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.
for and on behalf of
Chartered Certified Accountants & Statutory Auditors
Egerton House
68 Baker Street
Surrey
KT13 8AL
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AGORA DIGITAL MARKETS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
REGISTERED NUMBER: 11607002
BALANCE SHEET
AS AT 31 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 15 to 30 form part of these financial statements.
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AGORA DIGITAL MARKETS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Agora Digital Markets Ltd is a private company limited by shares incorporated and registered in the United Kingdom on 5 October 2018 with registered number 11607002. The Company’s registered office is 20 Wenlock Road, London, N1 7GU. The nature of the Company's operations and its principal activities are set out in the Strategic Report.
2.Accounting policies
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 3).
The financial statements are prepared in sterling which is the functional currency of the Company and rounded to the nearest £.
The following principal accounting policies have been applied:
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis. In reaching this conclusion, the directors have considered the Company’s financial position, its cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements, and the events after the reporting date described in note 20.
The Company incurred a loss of £2,386,711 for the year and held cash of £279,210 at 31 March 2025. Since the year end the directors have taken a number of significant steps: in October 2025 the Company completed a recapitalisation raising £876,937 of new funding together with the conversion of £415,763 of bridging indebtedness into equity; the cost base has been further and substantially reduced; in June 2026 the Company completed an equity fundraising raising £432,192 of new subscription monies (together with the conversion of £186,620 of shareholder indebtedness to equity), the substantial majority of which has been received; and on 16 June 2026 the Company signed heads of terms for a strategic combination with Onbrane SAS under a new holding company, expected to complete in the second half of 2026 and to be followed by a qualifying equity fundraise at holding company level. The directors have prepared monthly cash flow forecasts for the period to September 2027, including a sensitivity assuming completion of the proposed combination at the transaction’s contractual longstop date and the mitigating cost actions within their sole control in that event. The Company’s own resources, including subscription monies contractually committed under the June 2026 subscription agreement, fund its requirements through to the expected completion of the combination; thereafter the Company’s requirements are addressed within the enlarged group, whose resources are evidenced by the convertible loan note arrangements, under which funds have already been advanced, and the planned group fundraise. The convertible loan note is subject to a contractual minimum of €750,000 (of which €200,000 has already been advanced by way of bridge loan) but is not capped; further subscriptions beyond the minimum are expected from investors on both sides of the transaction, and the directors’ assessment of the group’s capacity to provide support to the Company has been made by reference to the committed minimum only. In reaching their conclusion the directors have also had regard to the Company’s demonstrated access to shareholder funding, having completed equity fundraisings in October 2025 and June 2026. On this basis the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements, and the financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. In reaching this conclusion the directors gave particular consideration to the fact that, at the date of approval, the share purchase agreement for the combination had not yet been executed. Having regard to the signed heads of terms, the approval of the combination by Onbrane’s shareholders in general meeting on 5 June 2026, the completion of mutual due diligence, the submission of the change-in-control applications to the FCA, the advanced state of the transaction documentation, the funding already advanced under the convertible loan note arrangements, and the Company’s demonstrated access to shareholder funding, the directors concluded that this did not represent a material uncertainty. The directors acknowledge that this assessment involves significant judgment.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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.
Depreciation is provided on the following basis:
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.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Useful economic life of property, plant and equipment The annual depreciation charge for property, plant and equipment is sensitive to change in the estimated useful economic lives and residual values of the assets. The economic lives and residual values are reassessed annually and, where necessary, amended to reflect current conditions. Useful economic life of development costs Management are unable to determine a reliable estimate of the useful economic life of development costs therefore development costs have been amortised based on a useful economic life of 10 years in line with their accounting policy for intangible fixed assets.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
There were no factors that may affect future tax charges.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
During the year 18,326 ordinary shares with a nominal value per share of £0.001 were issued for non-cash consideration.
During the year 1,028,750 ordinary shares with a nominal value per share of £0.001 were issued at a premium of £0.40 per share. During the year 210,000 ordinary shares with a nominal value per share of £0.001 were issued at par. During the year 1,667,777 seed 2 preferred shares with a nominal value per share of £0.001 were issued at a premium of £0.40 per share.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Share premium account
Share based payment reserve
Profit and loss account
The Company operates a defined contributions 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 fund and amounted to £15,714 (2024 - £15,473). Contributions totalling £2,994 (2024 - £8,238) were payable to the fund at the balance sheet date and are included in creditors.
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AGORA DIGITAL MARKETS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The Company is controlled by Paul Brewer, who is the ultimate controlling party.
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