Notes to the Financial Statements

1.          Significant Changes in The Reporting Period

The following events and transactions had an impact on the financial position and performance of the Group and/or Company during the period:

Following the Offer to acquire Aquis by SIX Group, the Group has incurred material expenditure on the deal. These costs were presented as exceptional items in the Financial Statements, resulting in the use of alternative performance measures. Details of these costs have been outlined in Note 13.

 

2.          Basis of preparation and accounting policies

Company information

Aquis Exchange PLC is a public limited company which is incorporated and domiciled in the United Kingdom. Its registered office is located at 63 Queen Victoria Street, London, EC4N 4UA. The Company Number is 07909192.

Accounting convention

The Group's consolidated and the Company's financial statements are prepared in accordance with UK- adopted international accounting standards and the Companies Act 2006 requirements.

The financial statements have been prepared on the historical cost basis as modified by the revaluation of financial instruments carried at fair value through profit and loss.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

At the time of approving the financial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis of accounting in preparing the financial statements.

In the year there has been material expenditure on deal related costs, see note 13, related to the offer to acquire Aquis by SIX Group. While the quantum of these costs has been material they have been treated as exceptional because they will not repeat in subsequent years. The underlying activities of the group remain profitable in 2024. The Group, at and after the balance sheet date, maintains sufficient liquidity to meet its regulatory commitments in the UK and France. Therefore, the directors are confident there is no risk to the going concern of the Group and Company.

 

Taking the above into account, the principal risks discussed in the Strategic Report section of the Annual Report, the financial risks and mitigating actions taken by management (see Note 5), and the Group's current financial position, the Directors do not foresee any material uncertainty in the Group's ability to continue as a going concern over a period of at least 12 months from the date of approval of these financial statements and hence the financial statements have been prepared on a going concern basis.

Consolidation

In preparing these financial statements, the group has applied the consolidation principles in IFRS 10, Consolidated Financial Statements. This requires the Group to consolidate subsidiary entities it controls. Control is determined based on the ability to direct the activities of the entity that significantly affect its returns.

The Group assesses control on a continuing basis and includes entities it controls as of the end of the reporting period.

The financial statements of the consolidated entities are prepared using consistent accounting policies and are presented as if they were a single economic entity. Intercompany transactions, balances, and unrealised gains and losses on transactions between consolidated entities are eliminated in full.

The Group consolidated financial statements also include treasury shares and cash held by two separate trusts ("the Trusts") that administers the Company's employee share incentive plan and also hold shares purchased by the Group in preparation for future settlement of employee share awards made to date. The Trusts have been consolidated based on the IFRS 10 criteria for control over the Trust being met:

•    The Trusts were established to (i) facilitate the acquisition and holding of shares under the Aquis Exchange PLC Share Incentive Plan and (ii) facilitate the acquisition and holding of shares under all other Aquis Exchange share plans.

•    The activities of the Trusts are limited by the agreements in place; and

•    The Trusts do not have any assets outside of the partnership share money received and the shares purchased. The use of any shares or cash that remain in the Trust funds once the trustee no longer holds any shares relating to the SIP, RSP or PPO, is directed by the Company. The Trust itself has no rights to any dividends.

Accounting Policies

Revenue

Revenue comprises amounts derived from the provision of services which fall within the Company's ordinary activities. It represents amounts receivable for subscription fees, the licensing of software, the provision of data to third-party vendors, and fees relating to listings on the Aquis Stock Exchange ("AQSE"), all of which are net of value added tax. Revenue is recognised once the performance obligations for each activity have been satisfied.

All the revenue streams are generated by contracts with customers and revenue is therefore recognised in accordance with IFRS 15.

Revenue from exchange subscription-based services is recognised over time when the services are rendered.

Revenue from licensing contracts is assessed for each contract and split into five Performance Obligations (see Note 10 for further details on 'POs' and Note 4 for Judgements and estimates):

•    Project Implementation / Design fees (PO1) recognised over time as the obligations are met;

•    Licencing fees (PO2) recognised at a point in time when the licence is transferred to the customer;

•    Maintenance fees (PO3) recognised over time as the obligations are met;

•    Live services fees (PO4) recognised over time as the obligations are met;

•    Hosting fees (PO5) recognised over time as the obligations are met.

Revenue from the provision of data to third-party vendors is comprised of the annual fees paid by the redistributors, member firms and multi-media firms for access to real time and/or end of day data and is recognised over time. An additional monthly fee is received based on the number of users the vendors provide the data to each month. This additional monthly fee is variable and is based on usage for the prior month. The fee is charged in arrears and is recognised in the month it is incurred.

Revenue from AQSE issuer fees is comprised of initial application and admission fees, annual fees, and further issue fees, these are all recognised over time under IFRS 15 except further issue fees which are recognised at a point in time.

Application and admission fees are charged upfront to prospective companies admitted to AQSE markets. These are recognised monthly over the average expected life of company admission periods (further details about this estimate are set out in the following section).

Annual fees are paid upfront annually by companies with securities listed on AQSE and are recognised over the year.

Further issue fees are incurred by existing issuers who have already contributed an application and admission fee and are recognised at a point in time on the date the new security is available for trade on AQSE.

Estimated listing period for Aquis Stock Exchange securities

In recognising application and admission fees, the Company determines the expected length of time each new security will be listed on AQSE. The estimate is based on historical analysis of listing durations in respect of the companies listed on AQSE. The length of time a security remains listed incorporates significant uncertainty as it is based on factors outside the control of the Company and which are inherently difficult to predict.

Based on the available information and incorporating management's predictions, it is currently estimated that an average security will remain listed for a period of 9 years. Application and admission fees are recognised monthly over a period of time.

It is estimated that a one year increase/ decrease in the deferral period would cause an £10k decrease / £8k increase in annual revenue released respectively. The estimated listing periods will be reassessed at each reporting date to ensure they reflect the best estimates of the Group.

 

Intangible assets other than goodwill

Internally generated intangible assets

Internally developed intangible assets arising from the capitalisation of Development expenditures, product analysis, quality assurance, and website development costs are recognised in the financial statements when all of the following criteria are met:

•    The technical feasibility of completing the intangible asset so that it will be available for use or sale is established;

•    There is an intention to complete the intangible asset and use or sell it;

•    The Group has the ability to use or sell the intangible asset;

•    The existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset can be demonstrated;

•    Adequate technical, financial and other resources are available to complete the development and to use or sell the intangible asset; and

•    The Group has the ability to measure reliably the expenditure attributable to the intangible asset during its development.

Where the above criteria are not met, costs incurred in research and development are recognised in the Statement of Comprehensive Income as incurred. Research costs are expensed as incurred.

Amortisation is recognised in order to write off the cost or valuation of the assets, less their residual values over their useful lives. The development of trading platforms has been amortised over 3 years on a straight-line basis reflecting management's estimate of the useful life of the technology, the rationale of which is discussed in Note 4.

Other intangibles

Website technology and communication licences represent externally acquired intangible assets and are recognised in the financial statements as the Group receives the right to control and use the product over a period of time. Website technology represents external development costs to design the Group's website. Communication licences relate to licences that transfer the right to obtain a benefit from intellectual property. Amortisation on these assets is recognised over 3 years on a straight-line basis which represents the estimated useful life of both types of asset.

The price of and acquisition costs incurred when obtaining customer lists and IP Addresses is capitalised in line with IAS 38. Management expects that future economic benefits are attributable to the entity over an indefinite term for these assets. Therefore, the useful economic life is considered indefinite and no annual amortisation is recognised. These assets are subsequently recognised as cost less impairment, and at each balance sheet date Management conducts and impairment review which is at a minimum annually.

 

Business Combination

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at fair value.

Acquisition-related costs are expensed as incurred and recognised as non-underlying transaction costs in the income statement.

Goodwill

The acquisition of AQSE gave rise to goodwill in the consolidated financial statements. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. Goodwill is assessed for impairment annually, with any impairment charge recognised in the Statement of Comprehensive Income. Note 18 provides further detail on the impairment assessment for goodwill as at 31 December 2024.

Property, plant and equipment (excluding right-of-use assets)

All property, plant and equipment are stated at historical cost less depreciation or impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent expenditure is included in the asset's carrying amount or is recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to the income statement during the financial period in which they are incurred.

Depreciation is recognised so as to write off the cost or valuation of assets, less their residual values, over their useful lives on the following basis:

•    Fixtures, fittings and equipment: 5 years straight line.

•    Computer equipment: 3 - 7 years straight line.

Impairment of tangible and intangible assets

At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash- generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash and cash equivalents

Cash and cash equivalents include cash at bank.

The Group and Company as regulated bodies are required to maintain liquid cash assets as part of their prudential reporting responsibilities to external regulators. During the financial year ended 31 December 2024 the Group was required to maintain £7,970k of available cash assets as part of its liquidity requirements (Company £4,709k). Further details of the Group's risk management approach to regulatory capital commitments are included in Note 5.

Financial assets

Trade and other receivables

Trade receivables are amounts due from customers for services performed in the ordinary course of business. Other receivables are defined as amounts due that are outside the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer) they are classified as current assets. Otherwise they are presented as non-current assets.

Contract assets

Contract assets are recognised for licensing fees recognised at inception of a licensing contract but not yet billed under IFRS 15. Contract assets are initially measured at fair value and subsequently measured at amortised cost and are stated net of any expected credit loss provision ("ECL") recognised in accordance with IFRS 9, as detailed in Note 11. Contract assets are presented on the Statement of Financial Position as trade receivables. The right to consideration becomes unconditional once the customer has been billed.

Investments

Investments in equity instruments at fair value through other comprehensive income (FVTOCI) are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the revaluation reserve. The cumulative gain or loss is not reclassified to profit or

loss on disposal of the equity investments, instead, it is transferred to retained earnings. Dividends on these investments in equity instruments are recognised in profit or loss as other income when the Group's right to receive payments is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

 

Rent deposit asset

Under IFRS 16 a rent deposit is accounted for as a financial asset if the collateral provided to the lessor is not a payment relating to the right to use the underlying assets and hence is not a lease payment as defined.

Further disclosures are provided in Note 28.

Impairment of financial assets

The Group has considered the impact of the application of an expected credit loss model when calculating impairment losses on current and non- current contract assets and other financial assets at amortised cost (presented within trade and other receivables). In applying IFRS 9 the Group must consider the probability of a default occurring over the contractual life of its trade receivables and contract asset balances on initial recognition of those assets.

Note 11 details the Group's credit risk assessment procedures.

Financial liabilities

After initial recognition all financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. In 2024 the Group did not hold any financial liabilities beyond Trade and other payables and the lease liabilities recognised under IFRS 16 as described in the "Leases" sub-section below.

Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade and other payables are not interest bearing and are initially recognised at fair value.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried at fair value with net changes in fair value reflected in the income statement. This category includes derivative instruments.

Equity instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are charged against the share premium account.

 

Earnings per share

The earnings per share (EPS) calculations are based on basic earnings per ordinary share as well as diluted earnings per ordinary share. The basic EPS is calculated by dividing the profit after tax of the Group by the weighted average number of ordinary shares that were in issue during the year. The diluted EPS takes into account the dilution effects which would arise on conversion of all outstanding share options and share awards under the Enterprise Management Incentive (EMI) scheme.

Taxation

The tax expense/(credit) represents the sum of the tax currently payable/(repayable) and movements in deferred tax balances.

A R&D tax credit is claimed annually from HMRC based on the employee costs involved in developing Aquis' systems and technology. R&D tax credits are offset against taxable profits or, when the company is in a tax loss position claimed as a cash credit.

Current tax

The current income tax charge/(credit) is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future measurable taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities (Note 15) are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis

 

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of group developed trading platforms.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits, as set out within IAS 19.

Retirement benefits

Pension obligations

The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Share-based payments

EMI Options

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share- based payments at the time they were granted are subsequently modified, the fair value of the share- based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification.

Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is adjusted if the modified fair value is less than the original fair value. Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Employee share incentive plan

Shares purchased under the share incentive plan are recognised as share-based payments under IFRS 2. Partnership shares are purchased by employees and matching shares are those purchased by Aquis at a ratio of 2:1. The shares are held in a trust ("the Trust"), with matching shares required to be held for three years before being transferred to the employee. The fair value of matching shares are recognised in the share-based payment reserve.

 

Partnership shares vest immediately while matching shares will vest over the three-year holding period. The market value of shares when they are purchased is assumed to approximate the fair value of the shares.

The cash transferred to the Trust is recognised as an investment in the Company's accounts. In line with IFRS 10 guidance, the Trust is consolidated in the Group accounts with the fair value of the shares held in the trust recognised as a debit entry within equity.

Restricted share plan

The Restricted share plan is a share based scheme awarded to staff and has a vesting period of three years after grant subject to continued employment. Similar to share-based payments they are measured at fair value determined at the grant date. The fair value is expensed on a straight-line basis over the vesting period, with the corresponding adjustment being made to reserves.

Company Share Option Plan

The company share option plan is a share based scheme awarded to staff and has a vesting period of three years subject to continued employment. Similar to share-based payments they are measured at fair value determined at the grant date. The fair value is expensed on a straight-line basis over the vesting period, with the corresponding adjustment being made to reserves.

Premium Priced Options Plan

The PPO scheme is an option based share scheme and has a vesting period of three years after the grant date subject to continued employment. Similar to share-based payments they are measured at fair value determined at the grant date. The fair value is expensed on a straight-line basis over the vesting period, with the corresponding adjustment being made to reserves.

Leases - as a lessee

The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right of use asset and a corresponding lease liability with respect to all lease arrangements 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 (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group 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 assets 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. Lease payments included in the measurement of the lease liability comprise:

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

•    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;

•    The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

•    Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position and 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 Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

•    The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

•    The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

•    A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The right-of-use assets are included in property, plant and equipment in the consolidated statement of financial position and are depreciated over the term of the lease. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'Impairment of tangible and intangible assets' policy. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset.

Foreign exchange

Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in UK Pound Sterling (£), which is the Group's functional and presentational currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are recognised in profit or loss.

All foreign exchange gains and losses recognised in the income statement are presented net within 'operating expenses'. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve.

On disposal of a foreign operation, exchange differences previously recognised in other comprehensive income are reclassified to the income statement.

Foreign currency contracts used to manage foreign currency risk are accounted for as derivatives as described above under "Financial instruments at fair value through profit or loss".

Provisions

Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. All provisions are expected to be settled within a year and thus the present value of amounts is materially consistent with the undiscounted amount of future expected cash outflows.

Classification of costs as exceptional

The classification of certain costs as exceptional (see note 13) has a significant impact on the calculation of certain alternative performance measures. The classification of such costs as exceptional was determined because they were not incurred in the normal course of business. Such costs are not repeatable and their exclusion from the underlying business performance was deemed necessary to avoid distortion in the underlying performance of the Group.

Valuation of derivatives

The company uses foreign currency forwards to manage its exposure to exchange rate fluctuations. Although in the current period the reported value is immaterial, there is potential for changes based on large currency or relative interest rate shifts. As such, they are a source of estimation uncertainty. Note 24 provides additional information on the fair value of derivatives.

 

3.          Adoption of new and revised standards and changes in accounting policies

New IFRS Standards that are effective for the current year
The following amended standards are effective as of 2024. These have not impacted the current year financial statements.
Amendments to IAS 1 Presentation of Financial Statements	Classification of Liabilities as Current or Non-current (Issued January 2020) and Non-current Liabilities with Covenants (Issued October 2022)
Amendments to IFRS 16 Leases	Lease Liability in a Sale and Leaseback (Issued September 2022)
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 and IFRS 9 Financial Instruments	Supplier Finance Arrangements (Issued May 2023)

Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue. The Directors do not expect that the adoption of the Standards listed below will have any impact on the financial statements of the Group in future periods:
Amendments to IAS 21	The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Issued August 2023) - effective 1 January 2025
Amendments to IFRS 9 and IFRS 7	Amendments to the Classification and Measurement of Financial Instruments (Issued May 2024) - effective 1 January 2026
IFRS 18	Presentation and disclosure in Financial Statements effective 1 January 2027
IFRS 19	Subsidiaries without Public Accountability: Disclosures effective 1 January 2027

4.          Critical accounting estimates and judgements

In applying the Group's accounting policies, which are described in Note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Management has shown these matters as judgements where they relate to a significant policy and the judgement has a material impact on the reported balance. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the Directors have madein the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

 

Judgements in relation to performance obligations

In making their judgement, the Directors considered the detailed criteria for the recognition of revenue set out in IFRS 15, and in particular, whether revenue is recognised at a point in time or over time. Following an assessment of the technology licensing contract portfolio, and the obligations that Aquis has under each contract, the Directors are satisfied that obligations contained therein be split into the following performance obligations, and that the revenue from each licensing contract should be assessed individually. The identified performance obligations and the timing of revenue recognition on delivering the licence contracts as follows:

•    Implementation/ project fees: these are upfront, non-refundable fees that a customer pays in order to obtain the user agreement. Even if the user acceptance certificate is never issued, the implementation fee cannot be reclaimed and so the revenue is guaranteed and can be recognised from the time of invoice as Aquis becomes unconditionally entitled to payment but in practice recognition will often be deferred until the work is completed.

•    Licensing fees: The customer is liable to pay the monthly licensing fee from the date of signing the user acceptance agreement (contract inception date). At this point in time Aquis has fulfilled its promise to deliver the licence (i.e. the system has been deployed in the client's production environment) and this performance obligation is fulfilled. Management uses judgement when assessing the recoverability of the licencing fees, and recognises them only when their collection is assumed to be highly probable. This assessment takes into consideration the current status of the client's business, including whether the exchange system is active with products/ securities added and members trading on it. The licensing fees are recognised at a point in time, which occurs after the contract is signed and once Aquis is satisfied that receiving the licencing fees is highly probable.

•    Maintenance fees: fees to maintain the system are recognised over the course of the licensing contract as Aquis fulfils its performance obligation to maintain the system. Management have estimated a fixed annual amount per contract, which reflects the time spent supporting the client's platform and upgrading the software in accordance with the contractual terms.

•    Live services: fees charged to support infrastructure, operations, and first-line market surveillance as part of running regulatory grade exchanges. These services are recognised over time when Aquis provides the service.

•    Hosting: these fees are charged for the use of Aquis' hardware on a monthly basis. These services are recognised over time as the customer requires.

Changes in identification of performance obligations could impact the timing of revenue recognition for licensing contract assets and is thus a critical accounting judgement.

 

Capitalisation of internally generated intangible assets resulting from Research and Development

Internally generated intangible assets are capitalised when, in management's judgement, the criteria for capitalisation under IAS 38 (listed in Note 2) have been met. The direct costs incurred in the research and development of Aquis' exchange platform and associated technology and systems are capitalised. Management reviews the time spent by the development team in developing and maintaining the systems used internally by Aquis when determining the amount to be capitalised within each period.

Critical accounting estimates

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Estimating the useful life of intangible assets

The expected useful life of most intangible asset is estimated to be 3 years, but some intangible assets are considered to have an indefinite useful economic life. In making this judgement management have taken into account product upgrade cycles, the pace of change of regulation as well as benchmarking against other companies with internal systems and technology research and development. Intangible assets with indefinite lives are reviewed for indicators of impairment at the end of each accounting period.

Expected credit loss of contract assets

An impairment for the expected credit loss of contract assets that arise as a result of applying IFRS 15 to licensing revenue is required under IFRS 9. This impairment is an accounting estimate which is calculated based on the Directors' best estimates of the probability of default and loss given default. The quantification of the assumptions and stresses for the year are disclosed in Note 11 of the financial statements.

In arriving at these estimates, the Directors have assessed the range of possible outcomes using reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Aquis' assessment of the credit risk associated with a licensing customer is conducted at inception of the contract (but before the user agreement is signed) and includes factors that are specific to the customer, general economic conditions and an assessment of both the current as well as the forecast direction of these conditions.

 

The credit risk assessment is conducted by means of a take-on assessment which comprises of a series of relevant criteria for a licensing contract that are scored according to the specific circumstances of the customer, with scores for each parameter typically ranging from 1-5. The assessment evaluates the following:

•    Level of funding;

•    Regulatory approvals;

•    Market, industry and business model;

•    Macro-economic forecasts;

•    Corporate governance/ Group management;

•    Whether the client is revenue generating;

•    Level of client profitability;

•    Contract length and the associated range of economic scenarios therein;

•    Payment history; and

•    External credit ratings.

The above assessment will determine the customer category upon inception of the contract, and the inputs to the expected credit loss model is determined thereon.

The credit risk assessment and associated inputs to the expected credit loss model (probability of default and loss given default) are critical assessments that could impact both the provision for expected credit losses as well as the movement in the provision reflected in the income statement.

Deferred tax asset

Deferred tax assets (Note 15) are recognised to the extent that their utilisation is probable. The utilisation of deferred tax assets will depend on whether it is possible to generate sufficient taxable income in the respective tax type and jurisdiction. A total net deferred tax asset is recognised in the current period, since profitability is expected to continue for at least the next 3 years. The deferred tax asset is calculated based on expected profitability over this period as Aquis is a high growth company and there is considerable uncertainty in estimating financial performance beyond this length of time.

Various factors are used to assess the probability of the future utilisation of deferred tax assets, including, operational plans and loss-carry forward periods. To reflect the uncertainty in the accuracy of business forecasts, the model uses modest growth rates and applies a probability weighting to each type of revenue.

 

Share-based payments

The US binomial model and Black Scholes model are used to estimate the fair value of the EMI, CSOP, RSP and PPO options. The resulting fair values are recognised over the vesting period as an expense in the Income Statement, with the corresponding amounts recognised as equity in the balance sheet. The model requires the following inputs: grant date, exercise price, expiry, expected life of options, expected volatility, and the risk-free interest rate. The expected life and expected volatility require the use of estimates. Volatility is estimated based on the historical average for the available data up to the grant date, while the expected life of the options is based on management's judgement of when the options will be exercised, which is assumed to be an average of 3-5 years.

 

5.          Financial risk management

The Group seeks to protect its financial performance and the value of its business from exposure to adverse changes in capital commitments, as well as credit, liquidity and foreign exchange risks.

The Group's financial risk management approach is not speculative. The Group's Audit, Risk and Compliance Committee provides assurance that the governance and operational controls are effective to manage risks within the Board-approved risk appetite, supporting a robust Group risk management framework.

The Group's objectives when managing these risks are detailed below.

Capital risk management and capital commitments

Risk description

Risk management approach

There is a risk that Group entities may not maintain sufficient capital to meet their obligations. The Group comprises regulated entities. It considers that increases in the capital requirements of its regulated companies, or a scarcity of equity (driven by its own performance or financial market conditions) either separately or in combination are the principal risks to managing its capital.   AQXE has a total capital regulatory requirement of £6.2m as at 31 December 2024, with available capital of £24.9m, reflecting a surplus of £18.7m, or 301%. The total regulatory requirement is set as the total capital ratio plus Pillar 2 add on.   Within the AQSE subsidiary the capital regulatory minima are set by the FCA through the Financial Resource Requirement (FRR) which is currently set at £2.5m. Financial resources available (representing net assets) were £4.8m at 31 December 2023, reflecting a £2.4m headroom above regulatory minima.

Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern so that it can provide returns for shareholders and benefits for other stakeholders.   The Group has mitigated the level of risk significantly by ensuring that, as set out within the risk description, each entity in the Group maintains a level of capital that is well in excess of regulatory requirements. Maintaining a strong capital structure is a key priority for the Group. If there was an erosion of capital for any reason the Group may issue new shares or sell assets to ensure capital adequacy requirements continue to be met. The directors have assessed the impact of a 10% fall in the Group's available capital and concluded the impact not to be material.   The Group continuously monitors its level of capital in order to ensure it remains compliant with regulatory capital requirements and performs monthly and quarterly reporting on capital balances and associated headroom. Proposed investment requirements, capital expenditure and potentially increasing capital resources through equity or debt issuance are assessed annually as part of the budgeting process, as well as on an ad-hoc basis as required.

 

Credit risk

Risk description

Risk management approach

The Group's credit risk relates to its customers being unable to meet their obligations to the Group either in part or in full.

The Directors make a judgement on the credit quality of the Group's customers based upon the customers' financial position, the recurring nature of billing and collection arrangements and, historically, a low incidence of default.   Aquis' assessment of the credit risk associated with a licensing customer is conducted at inception of the contract (but before the user agreement is signed) and includes factors that are specific to the customer, general economic conditions and an assessment of both the current as well as the forecast direction of these conditions. Based on this assessment, the prospective customer is assigned to a customer category with an appropriate risk rating.   Aquis' credit risk management processes are applied to all trade receivables and are calculated using a lifetime ECL method, as detailed in Note 11. The Directors have stress tested the current approach to managing this risk and believe it to be appropriate.   If 10% of trade receivables outstanding from 31 December 2024 were to default, the hypothetical impairment charge would be £388k. This is compared to recognised provisions of £778k.

 

Liquidity Risk

Risk description

Risk management approach

The Group's operations are exposed to liquidity risk to the extent that they are unable to meet their daily payment obligations.

The Group maintains sufficient liquid resources to meet its financial obligations as and when they become due in the ordinary course of business. Management monitors forecasts of the Group's cash flow quarterly through an assessment of cash resources that are in excess of regulatory capital requirements. The Group is solvent with net current assets in excess of £15.9 million (2023: £17.2 million), with the majority of the debtor's book being short term in nature. The Group is also funded entirely by equity, with no external debt funding obligations to be met. The Directors have stress tested the current approach to managing this risk and believe it to be appropriate. If group net assets were to fall by 10% there would still be a significant surplus to meet the Group's liabilities as they fall due.

Interest Rate Risk

Risk description	Risk management approach
The Group is not materially exposed to market risk including interest rate (see below for FX risk).   There is no negative exposure to interest rate changes since the Group and Company have no external debt obligations, and the interest rate on the lease liability is the rate implicit in the lease and as such is not subject to change over the term of the lease.	Bank deposits are primarily placed for one week at a time. The Directors have stress tested the current approach to managing this risk and believe it to be appropriate. The only adverse impact would be if interest rates were to fall and reduce interest income on bank deposits. As at 31 December 2024 total interest income on deposits was £0.6 million (2023: £0.4 million).

 

FX Risk

Risk description

Risk management approach

The Group operates in the UK and Europe, with Sterling as its principal currency of operation. The Group invoices its customers primarily in GBP, but some contracts have been structured using USD and as such foreign exchange risk arises from invoicing in USD. The Group incurs the majority of expenses in GBP, but some costs are denominated in USD and EUR.   The value of the USD denominated contract is considered material to Group and Company's balance sheet. However, the foreign exchange exposure for costs invoiced in other currencies is considered immaterial.   An immaterial amount of cash held by Aquis Exchange Europe SAS is held in a euro denominated bank account and an immaterial amount of USD held by Aquis Exchange PLC, with the remaining cash held in Sterling denominated bank accounts.

Foreign exchange risk has previously arisen on foreign currency denominated costs within Aquis Exchange PLC or through the translation of GBP denominated balances within Aquis Exchange SAS. At the end of 2022 Aquis entered into a USD denominated technology contract and hence opened a USD account which holds a low level of USD at the year end £0.03 million (2023: £0.17 million). The contract delivers USD cash flows which are managed by use of USD forward strips.   As at the year end at 31 December 2024 the value of the FX forward was out of the money at £3,219 (2023: in the money at £51,407). The Directors performed stress testing on the cost base of the group in non-functional currencies and concluded that an adverse movement of 10% versus GBP would not render a material impact.

 

The statement of financial position is analysed below:

Group	Amortised Cost	Fair Value through P&L	Fair Value through OCI	Non-financial instruments	Total in the Statement of Financial Position
31 December 2024
Trade and other receivables	9,347,423	-	-	1,475,893	10,823,316
Cash and bank balances	13,699,076	-	-	-	13,699,076
Investments	-	-	1,176,021	-	1,176,021
Provisions	-	-	-	(343,784)	(343,784)
Trade and other payables	(3,375,472)	-	-	(1,195,747)	(4,571,219)
Lease Liabilities	(2,549,566)	-	-	-	(2,549,566)
Derivatives	-	(3,219)	-	-	(3,219)
31 December 2023
Trade and other receivables	11,513,884	-	-	1,192,141	12,706,025
Cash and bank balances	14,765,910	-	-	-	14,765,910
Investments	-	-	591,945	-	591,945
Trade and other payables	(2,632,181)	-	-	(1,311,950)	(3,944,131)
Lease Liabilities	(2,984,444)	-	-	-	(2,984,444)
Derivatives	-	51,407	-	-	51,407

 

Company	Amortised Cost	Fair Value through P&L	Fair Value through OCI	Non-financial instruments	Total in the Statement of Financial Position
31 December 2024
Trade and other receivables	10,215,685	-	-	1,365,682	11,581,367
Cash and bank balances	5,745,324	-	-	-	5,745,324
Investments	-	-	1,176,021	-	1,176,021
Provisions	-	-	-	(343,784)	(343,784)
Trade and other payables	(5,809,244)	-	-	(208,201)	(6,017,445)
Lease Liabilities	(2,172,188)	-	-	-	(2,172,188)
Derivatives	-	(3,219)	-	-	(3,219)
31 December 2023
Trade and other receivables	11,490,229	-	-	1,042,632	12,532,861
Cash and bank balances	6,356,259	-	-	-	6,356,259
Investments	-	-	591,945	-	591,945
Trade and other payables	(2,971,755)	-	-	(256,777)	(3,228,532)
Lease Liabilities	(2,537,883)	-	-	-	(2,537,883)
Derivatives	-	51,407	-	-	51,407

 

The following tables detail the Group and Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group or Company can be required to pay.

Group	1 Year	2-5 years	5+ years	Total
31 December 2024
Trade and other payables	4,571,219	-	-	4,571,219
Lease Liabilities	511,989	1,537,655	802,744	2,852,388
	5,083,208	1,537,655	802,744	7,423,607
31 December 2023
Trade and other payables	3,956,088	-	-	3,956,088
Lease Liabilities	515,382	1,551,230	1,319,824	3,386,436
	4,471,470	1,551,230	1,319,824	7,342,524

Company	1 Year	2-5 years	5+ years	Total
31 December 2024
Trade and other payables	6,017,445	-	-	6,017,445
Lease Liabilities	437,400	1,239,300	765,450	2,442,150
	6,454,845	1,239,300	765,450	8,459,595
31 December 2023
Trade and other payables	3,228,532	-	-	3,228,532
Lease Liabilities	437,400	1,239,300	1,202,850	2,879,550
	3,665,932	1,239,300	1,202,850	6,108,082

 

6.          Operating segments

The Aquis Group can be split into four revenue streams, each offering multiple products and services and benefitting from Group synergies. The specific focus of these activities are:

(1)       Aquis Markets - operator of MTF and related services. The Group operates two MTFs: Aquis Exchange ("AQXE"), which is UK regulated and Aquis Exchange Europe ("AQEU"), which is French regulated;

(2)       Aquis Stock Exchange ("AQSE") - primary listings and trading business. Within this division is AQSE Main Market, AQSE Growth Market and AQSE Trading;

(3)       Aquis Technologies - developer of exchange technology and services. The product offering includes Aquis Matching Engine, Aquis Market Surveillance, Aquis Market Gateway and related services including market surveillance and operations.

(4)       Aquis Data - Market Data services across the MTF and Recognised Investment Exchanges operated by Group entities.

 

Aquis Exchange PLC is the parent company and comprises AQXE and Aquis Technologies. It owns 100% of its two subsidiaries, AQEU and AQSE. Management monitors the Group's overall performance regularly using a set of established Key Performance Indicators including Net revenue, and Adjusted EBITDA and Adjusted Profit Before Tax after exceptional costs. When monitoring the performance of each operating segment individually, management examines the discrete financial information available which will normally include revenue and gross profit for each division. Assets and liabilities, income tax and IFRS 2 charges are not reported internally to Chief Operating Decision Makers. In line with IFRS 8 the operating segments are reported separately as follows:

2024 Group	Aquis Markets	Aquis Stock Exchange	Aquis Technologies	Aquis Data	Total
Revenue	11,775,892	1,768,077	5,264,639	4,963,407	23,772,015
Impairment credit / (charge) on Contract Assets	-	-	(3,685,326)	-	(3,685,326)
Net revenue	11,775,892	1,768,077	1,579,313	4,963,407	20,086,689
Impairment (charge) on trade and other receivables	-	(100,839)	(601,598)	-	(702,437)
Other losses	(41,906)	(5,867)	(73,064)	(17,600)	(138,437)
Operating expenses before exceptionals	(7,539,513)	(1,383,705)	(3,491,016)	(3,327,542)	(15,741,776)
Share based payments	(653,353)	(105,753)	(294,398)	(289,490)	(1,342,994)
Adjusted EBITDA (before exceptionals)	3,541,120	171,913	(2,880,763)	1,328,775	2,161,045
Exceptional Recommended Offer costs	(1,676,678)	(239,436)	(717,591)	(710,158)	(3,343,863)
EBITDA	1,864,859	(67,523)	(3,598,354)	618,617	(1,182,818)
Depreciation, amortisation and net interest	(369,583)	(54,352)	(462,461)	(157,435)	(1,043,831)
Profit / (loss) before tax	1,494,859	(121,875)	(4,060,815)	461,182	(2,226,649)
Reconciliation of PBT to Adjusted PBT:
Profit / (loss) before tax	1,494,859	(121,875)	(4,060,815)	461,182	(2,226,649)
Exclude exceptional Recommended Offer costs	1,676,678	239,436	717,591	710,158	3,343,863
Adjusted profit / (loss) before tax	3,171,537	117,561	(3,343,224)	1,171,340	1,117,214

 

2023 Group	Aquis Markets	Aquis Stock Exchange	Aquis Technologies	Aquis Data	Total
Revenue	10,919,263	1,771,284	7,298,157	3,722,237	23,710,941
Impairment credit / (charge) on Contract Assets	-	-	(1,016,223)	-	(1,016,223)
Net revenue	10,919,263	1,771,284	6,281,934	3,722,237	22,694,718
Impairment (charge) on trade and other receivables	-	(19,787)	(58,108)	(1,500)	(79,395)
Other gains	-	-	51,407	-	51,407
Operating expenses	(7,134,010)	(1,634,472)	(3,550,170)	(2,992,168)	(15,310,820)
Share based payments	(499,963)	(81,102)	(334,162)	(170,431)	(1,085,658)
EBITDA (and Adjusted EBITDA)	3,285,290	35,923	2,390,901	558,138	6,270,252
Depreciation, amortisation and net interest	(292,793)	4,626	(583,951)	(203,247)	(1,075,365)
Profit before tax	2,992,497	40,549	1,806,950	354,891	5,194,887

The tables above represent the segment-level information that is monitored by the Chief Operating Decision Makers, which are the Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer. All non-current assets (contract assets) are held centrally by Aquis Exchange PLC, other than the lease for the Paris office assigned to AQEU. The geographical analysis of the non-current assets is as follows; UK: £7,135k, Singapore: £2,754k and South Africa: £1,675k, Total: £11,564k.

At a Group level revenue from any one customer does not exceed 10% of total Group Revenue (2023: none). At a Company level revenue from one technology licence customer exceeded 10% of total Company revenues, and amounted to £3,100k (2022: two customers totalled £4,171k).

 

2024 Company	Aquis Markets	Aquis Stock Exchange	Aquis Technologies	Aquis Data	Total
Revenue	3,789,253	-	5,264,639	2,626,926	11,680,818
Impairment credit / (charge) on Contract Assets	-	-	(3,685,326)	-	(3,685,326)
Net revenue	3,789,253	-	1,579,313	2,626,926	7,995,492
Impairment (charge) on trade and other receivables	-	-	(601,598)	-	(601,598)
Other gains	(41,906)	(5,867)	(73,064)	(17,600)	(138,437)
Operating expenses before exceptionals	(56,816)	-	(3,491,016)	(1,131,843)	(4,679,675)
Share based payments	(653,353)	(105,753)	(294,398)	(289,490)	(1,342,994)
Adjusted EBITDA (before exceptionals)	3,037,178	(111,620)	(2,880,763)	1,187,993	1,232,788
Exceptional Recommended Offer costs	(1,652,335)	(239,436)	(717,591)	(710,158)	(3,319,520)
EBITDA	1,384,843	(351,056)	(3,598,354)	477,835	(2,086,732)
Depreciation, amortisation and net interest	(687,589)	(54,352)	(462,461)	(157,435)	(1,361,837)
Profit / (loss) before tax	697,254	(405,408)	(4,060,815)	320,400	(3,448,569)
Reconciliation of PBT to Adjusted PBT:
Profit / (loss) before tax	697,254	(405,408)	(4,060,815)	320,400	(3,448,569)
Exclude exceptional Recommended Offer costs	1,652,335	239,436	717,591	710,158	3,319,520
Adjusted profit / (loss) before tax	2,349,589	(165,972)	(3,343,224)	1,030,558	(129,049)

 

2023 Company	Aquis Markets	Aquis Stock Exchange	Aquis Technologies	Aquis Data	Total
Revenue	3,994,208	-	7,298,157	1,854,974	13,147,339
Impairment credit / (charge) on Contract Asset	-	-	(1,016,223)	-	(1,016,223)
Net revenue	3,994,208	-	6,281,934	1,854,974	12,131,116
Impairment (charge) on trade and other receivables	-	-	(58,108)	(1,500)	(59,608)
Other gains	-	-	51,407	-	51,407
Costs	(742,211)	-	(3,550,170)	(1,496,084)	(5,788,465)
Share based payments	(499,963)	(81,102)	(334,162)	(170,431)	(1,085,658)
EBITDA (and Adjusted EBITDA)	2,752,034	(81,102)	2,390,901	186,959	5,248,792
Depreciation, amortisation and net interest	(579,451)	4,626	(583,951)	(101,624)	(1,260,400)
Profit before tax	2,172,583	(76,476)	1,806,950	85,335	3,988,392

 

7.          Employees

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

Group	2024 Number	2023 Number
Management	3	3
IT	30	23
Compliance and Surveillance	14	13
Operations	8	8
Business Development	21	21
Finance / HR / Admin	6	5
Marketing	2	2
	84	75

Company	2024 Number	2023 Number
Management	2	2
IT	27	21
Compliance and Surveillance	7	6
Operations	8	8
Business Development	14	13
Finance / HR / Admin	5	5
Marketing	2	2
	65	57

Group	2024 £	2023 £
Salaries and wages	8,459,538	7,523,034
Social security costs	1,085,216	1,056,857
Defined contribution pension costs	390,188	314,281
Share based payments	1,342,994	1,085,658
Employee benefits	243,248	238,727
	11,521,184	10,218,557

 

Company	2024 £	2023 £
Salaries and wages	5,964,882	5,264,174
Social security costs	732,217	766,553
Defined contribution pension costs	268,239	207,351
Share based payments	1,342,994	1,085,658
Employee benefits	237,483	238,723
	8,545,815	7,562,459

8.          Retirement benefit scheme

Defined contribution schemes

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The total cost at a Group and Company level for defined contribution schemes is included in note 7.

9.          Directors' remuneration

Further details on Directors' remuneration are included within the Directors' Report.

Company	2024 £	2023 £
Short-term employee benefits	1,048,196	1,096,773
Additional salary in lieu of pension contributions	33,625	26,465

Remuneration disclosed above include the following amounts paid to the highest paid director:

	2024 £	2023 £
Short-term employee benefits	387,330	419,001
Additional salary in lieu of pension contributions	18,500	14,000

There are no directors to whom retirement benefits are accruing in respect of qualifying services. No directors exercised share options in the year (2023: none).

10.        Revenue

An analysis of the Group's revenue by product for each segment is as follows:

2024 Group	Aquis Markets	Aquis Technologies	Aquis Data	Aquis Stock Exchange	Total
Exchange fees	11,775,892	-	-	636,401	12,412,293
Licence fees	-	5,264,639	-	-	5,264,639
Data vendor fees	-	-	4,963,407	-	4,963,407
Issuer fees	-	-	-	1,131,676	1,131,676
Total	11,775,892	5,264,639	4,963,407	1,768,077	23,772,015

2023 Group	Aquis Markets	Aquis Technologies	Aquis Data	Aquis Stock Exchange	Total
Exchange fees	10,919,263	-	-	663,068	11,582,331
Licence fees	-	7,298,157	-	-	7,298,157
Data vendor fees	-	-	3,722,237	-	3,722,237
Issuer fees	-	-	-	1,108,216	1,108,216
Total	10,919,263	7,298,157	3,722,237	1,771,284	23,710,941

2024 Company	Aquis Markets	Aquis Technologies	Aquis Data	Aquis Stock Exchange	Total
Exchange fees	3,789,253	-	-	-	3,789,253
Licence fees	-	5,264,639	-	-	5,264,639
Data vendor fees	-	-	2,626,926	-	2,626,926
Issuer fees	-	-	-	-	-
Total	3,789,253	5,264,639	2,626,926	-	11,680,818

2023 Company	Aquis Markets	Aquis Technologies	Aquis Data	Aquis Stock Exchange	Total
Exchange fees	3,994,208	-	-	-	3,994,208
Licence fees	-	7,298,157	-	-	7,298,157
Data vendor fees	-	-	1,854,974	-	1,854,974
Issuer fees	-	-	-	-	-
Total	3,994,208	7,298,157	1,854,974	-	13,147,339

Revenues from customers attributable to each of the following countries was as follows:

 

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Country
Australia	74,081	57,000	42,444	33,567
British Virgin Islands	44,961	3,625	-	-
Canada	40,023	4,150	-	-
Cayman Islands	18,563	-	-	1,422
China	42,051	142,000	21,000	-
Colombia	233,183	39,329	233,183	-
Cyprus	9,281	-	-	-
Denmark	39,353	32,238	15,105	-
Finland	30,000	24,000	19,650	-
France	1,347,201	1,215,591	504,208	179,094
Germany	425,293	425,349	144,369	106,432
Gibraltar	13,931	4,000	-	-
Guernsey	21,222	2,100	-	-
Hong Kong	30,000	24,000	19,650	105,681
Hungary	43,490	35,000	3,033	-
Ireland	1,677,677	1,517,301	584,719	103,278
Isle of Man	28,144	825	-	-
Italy	35,000	24,000	22,925	-
Jersey	38,025	1,300	-	-
Kenya	21,006	14,150	-	-
Luxembourg	-	2,177	-	21,336
Netherlands	354,858	158,239	146,517	54,841
New Zealand	12,037	-	-	-
Norway	49,390	38,025	-	-
Singapore	220,506	483,311	220,506	-
South Africa	119,626	109,245	109,245	109,245
Spain	106,106	79,872	13,844	-
Sweden	30,000	24,000	19,650	7,965
Switzerland	214,277	222,330	87,068	113,107
Taiwan	9,281	-	-	-
United Arab Emirates	9,281	-	-	-
United Kingdom	15,676,421	17,432,294	7,719,768	10,920,149
United States	2,757,747	1,595,490	1,753,934	1,391,222
	23,772,015	23,710,941	11,680,818	13,147,339

Subscription fees and data vendor fees:

Subscription fees and some data vendor fees are accounted for under IFRS 15 and are all recognised at point in time as they reflect variable revenue determined on a monthly basis. In addition to the variable monthly fee some AQSE data vendors pay an annual fee for access to real time and/or end of day data, which is recognised over time as the performance obligation of providing data is fulfilled.

The Group begins to recognise monthly subscription fees, data vendor fees, and connectivity fees when the customer conformance test is satisfactorily concluded, and an acceptance certificate is issued. This is then verified by the customer starting to utilise the platform, which is the point in time that the Group determines that the customer has received the benefit from the service.

In the case of subscription, connectivity and data fees, invoices are raised monthly in arrears and there is no obligation for a refund, return or any other similar obligation. There is no constrained variable consideration in any customer contracts, and the transaction price is allocated in full at a single point in time when the customer receives the benefit from the services.

Licence fees and contract assets:

Aquis Exchange PLC provides technology services under licence to clients. The services comprise the provision of an exchange platform and / or a surveillance system and may also include support services comprising basic infrastructure support or additional services. The duration of the licences varies between 1 and 7 years and will consist of an implementation fee, and, post implementation, a monthly licence fee for the duration of the contract. The monthly fees also cover system maintenance and system upgrades that typically occur every 12 - 18 months. The licensing contracts are accounted for under IFRS 15 and any corresponding contract assets are subject to IFRS 9 provisioning, as disclosed further in Note 11. Contract liabilities arise when consideration has been provided to Aquis prior to completion of relevant performance obligations as outlined below. These balances typically arise when customers pay in advance of implementation. As of the balance sheet date there are no contract liabilities (2023: nil).

The revenue from licensing contracts with customers has been categorised reflecting the nature, amount, customer categorisation (see also Note 4), contract duration and uncertainty of revenue and cash flows. Revenue from licensing contracts is assessed for each contract and is recognised as and when each performance obligation is satisfied. A transaction price is determined by the contractual terms of an agreement. Transaction prices are allocated to each performance obligation based on the standalone price of the product or service offered by the Group. The list of performance obligations included within Aquis' Technology Licence agreements is outlined below.

For licensing contracts, the Company has assessed the expected credit loss of each client individually. The transaction price is allocated according to the Group's obligations to the client over the course of licence period. There is no constrained variable consideration in any customer contracts.

The licensing fees line item also includes connectivity fees for licensing contract customers that are recognised at a point in time as they reflect variable revenue determined on a monthly basis and are underpinned by a separate agreement.

Contract Assets (Group and Company)	2024 £	2023 £
As at 1 January	8,480,444	6,114,105
PO2: Licence fees	3,670,000	5,419,476
PO3: Maintenance fees	680,648	449,533
ECL provisions on contract assets	(3,535,326)	(1,016,223)
Transfers to trade receivables	(3,071,416)	(2,345,265)
Adjustments for foreign exchange gains	21,963	(141,182)
As at 31 December	6,246,313	8,480,444

In the prior year the scope of a Technology Licence contract was amended resulted in cumulative catch- up adjustments of £86,400 being recognised despite satisfaction of their performance obligation in prior periods.

 

Upon invoicing of revenues the right to consideration becomes unconditional and thus contract asset balances have been reduced for balances transferred to trade receivables. The unrecovered amount included in receivables is £1,430,033 (2023: £626,607).

Performance obligation (PO)	Recognition of revenue upon completion
PO1: Implementation fees	Implementation/ project fees are upfront, non-refundable fees that a customer pays in order to obtain the user agreement. Even if the user acceptance certificate is never issued, the implementation fee cannot be reclaimed and so the revenue is guaranteed and can be recognised at the time of invoice as Aquis becomes unconditionally entitled to payment.
PO2: Licencing fees	At a point in time upon signing the user acceptance agreement, as the Company has fulfilled its promise to deliver the licence (i.e. the system has been deployed in the client's production environment). A corresponding contract asset (trade receivable) is recognised to reflect the customer's obligation to pay the monthly licensing fee over the remaining term of the contract.
PO3: Maintenance fees	Over the course of the licensing contract, as the performance obligation to maintain the system is settled and the customer benefits from using the system.
PO4: Live services fees	Over the course of the licensing contract, as the performance obligation to provide surveillance and similar core market operations tasks are settled and the customer benefits over time.
PO5: Hosting fees	Over the course of the licensing contract, as the performance obligation to use Aquis' hardware and infrastructure is used over time by the customer.

 

The aggregate amount of the transaction price per customer category that has been allocated to the performance obligations for the year is as follows:

	2024
Group and Company	£	£	£	£	£	£
Risk Category1	1	2	3	4	5	Total
PO1	240,658	-	50,000	-	-	290,658
PO2	-	2,925,000	745,000	-	-	3,670,000
PO3	239,583	296,861	125,000	19,204	-	680,648
PO4	-	-	84,834	-	-	84,834
PO5	-	252,000	-	-	-	252,000
	480,241	3,473,861	1,004,834	19,204	-	4,978,140

	2023
Group and Company	£	£	£	£	£	£
Risk Category1	1	2	3	4	5	Total
PO1	65,000	500,000	280,630	-	-	845,630
PO2	2,550,000	2,027,500	85,586	756,390	-	5,419,476
PO3	62,457	239,453	125,000	22,623	-	449,533
PO4	-	-	-	-	-	-
PO5	-	42,000	-	-	-	42,000
	2,677,457	2,808,953	491,216	779,013	-	6,756,639

The amount of revenue to be recognised from unsatisfied performance obligations with Technology Licence customers is as follows:

Group and Company	2024	2025	2026	2027-2030	Total
As at 31 December 2024	£	£	£	£	£
PO3	613,449	604,395	519,434	672,655	2,409,933

Group and Company	2023	2024	2025	2026-2029	Total
As at 31 December 2023	£	£	£	£	£
PO3	671,465	437,931	437,931	823,254	2,370,581

¹ Customer risk category definitions: 1 - High, 2 - Moderately High, 3 - Moderate, 4 - Moderately Low, and 5 - Low.

 

11.        Impairment

The Group has two types of financial asset that are subject to potential impairment, these are contract assets relating to technology licencing contracts and also trade receivables. At a Company level intercompany balances are assessed for any ECL on outstanding receivables arising during the normal course of business between the Parent and its subsidiaries.

The Group have concluded that trade receivables and contract assets have different risk characteristics and therefore the Expected Credit Loss (ECL) rates for each type of asset are measured separately. Since they comprise a portfolio of only a small number of clients, contract assets have been assessed on a client-by-client basis, whilst trade receivables have been grouped based on shared credit risk characteristics and the days past due. Further details on both methodologies can be found below.

IFRS 9 provisioning is applied to technology licensing contract assets based on management estimates of the recoverability of contracts over their useful life, and which are re-assessed at each renewal and also at each year-end.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for trade receivables and contract assets and therefore the ECL for each contract is assessed on a lifetime basis rather than at each reporting date. As the simplified approach is adopted it is not necessary to consider the impact of a significant increase in credit risk.

	Group		Company
	Contract Assets £	Trade Receivables £	Contract Assets £	Trade Receivables £
Reconciliation of opening to closing loss allowances 2024
Opening Impairment Provision at 1 January	2,363,501	103,503	2,363,501	58,108
Impairment charge / (credit)
ECL on new contract assets	2,822,950	-	2,822,950	-
ECL increased over time	862,376	702,437	862,376	601,598
Net ECL movement	3,685,326	702,437	3,685,326	601,598
Foreign exchange on ECL balances	12,590	-	12,590	-
Total amounts recognised through profit or loss	3,697,916	702,437	3,697,916	601,598
Written-off financial assets	-	(28,053)	-	-
Closing Impairment Provision at 31 December	6,061,417	777,887	6,061,417	659,706

 

	Group		Company
	Contract Assets £	Trade Receivables £	Contract Assets £	Trade Receivables £
Reconciliation of opening to closing loss allowances 2023
Opening Impairment Provision at 1 January	1,347,278	58,953	1,347,278	-
Impairment charge / (credit)
ECL on new contract assets	1,729,154	-	1,729,154	-
ECL increased / (reversed) over time	(712,931)	79,395	(712,931)	59,608
Net ECL movement	1,016,223	79,395	1,016,223	59,608
Foreign exchange on ECL balances	-	-	-	-
Total amounts recognised through profit or loss	1,016,223	79,395	1,016,223	59,608
Written-off financial assets	-	(34,845)	-	(1,500)
Closing Impairment Provision at 31 December	2,363,501	103,503	2,363,501	58,108

Technology Licencing Contracts

During contract negotiation Aquis assesses the potential credit risk of a prospective client prior to committing to the contract, and the Directors consider factors that are specific to the customer, general economic conditions and an assessment of both the current as well as the forecast direction of these conditions. Based on this assessment, the prospective customer is assigned to a customer category with an appropriate risk rating.

A probability of default (PD) occurring during the lifetime of the contract ranging from 0-100% is applied to each client based on the assigned risk category. The credit risk of Aquis' technology clients ranges from those that are in infant start up stages (i.e. riskier) to those that are highly liquid and solvent conglomerates (little to no risk). As such, the Directors view the range of PDs for the portfolio to be between 100% for those with the highest level of risk to 0% for those that are so near to a zero level of risk that the PD is zero in substance. The Directors are comfortable that the assigned PD is sufficiently accurate to reflect the elevated risk associated with each start up when considering the idiosyncratic circumstances and risk factors of each client. The portfolio of technology contracts held by Aquis have PDs that have an observable relationship with time, i.e. the PD will decrease each year as the contract progresses. The credit risk of the contracts is directly linked to the success of the business and its ability to raise capital, and each year as the business continues in operation the credit risk decreases.

 

The Loss Given Default (LGD) is also quantified on a customer-by-customer basis and is done through an assessment of the recovery rate the Directors anticipate will be applied to the customer in the event of liquidation. Currently the low number of technology clients allows Aquis to assess each contract individually on the appropriate credit risk category, and this is determined based on several factors including company specific factors and also any future macro- economic changes, the sensitivity to these potential changes and the impact that these may have on the recoverability of the outstanding debt.

Although the full risk assessment is completed only at the start of the contract, the Directors assess each contract at the balance sheet date to determine whether the level of ECL provision, based on LGD and PD at contract inception, remains appropriate. The Directors consider a variety of factors specific to each customer, such as past payment history, but also assess the intent and ability to settle contractual commitments over the remaining contractual term, examples of which include but are not limited to, availability and sources of funding, revenue generating activities and profitability, and ongoing communications with the customer. Further factors considered by the Directors throughout the contract term are included within Note 4 under critical accounting estimates.

The Contract Asset Impairment provision as at 31 December 2024 is £6,061k (2023: £2,364k) and has been calculated with reference to estimations based on the PD and LGD as described above for each individual contract taking into account the nature, amount, customer categorisation, contract duration and uncertainty of revenue and cash flows. The increase in the Contract Asset Provision includes specific provisions made against two technology customers totalling £3,039k to reflect a heightened risk of default. A further £611k of provisions were recognised against these two customers but against trade receivable balances. The total increase in provisions recognised against these customers was equivalent to £3,650k across both Contract Assets and Trade Receivables. £200k of impairment was also made against a new contract asset recognised in the year.

The contracts are short-to-medium term in length and, as at 31 December 2024, the average contract duration for the portfolio of technology contracts is 3.6 years. (2023: 3.4 years).

Intercompany receivables

In line with IFRS 9 the Company has considered the qualitative and quantitative characteristics of the risk of default by its subsidiaries on outstanding receivables. These are considered non-material, both in quantum and in nature given regular settlement of balances and sufficient liquidity in both subsidiaries to cover amounts due to the Parent.

Trade Receivables

The Group has applied a simplified Expected Credit Loss ("ECL") model on trade receivables where a risk of potential non-payment may arise. In doing so the Group has considered the probability of a default occurring over the contractual life of the financial asset on initial recognition of the asset. Trade receivables are measured at amortised cost and the calculated ECL provision is deducted from the gross carrying amount of the assets. When a trade receivable is determined to be uncollectible, it is written off against the provision account for trade receivables.

The simplified provision matrix presented below is based on historic default rates over the expected life of the trade receivables and is adjusted where appropriate for forward-looking estimates. The trade receivables balance is split into 8 separate categories depending on the age of each debt, ranging from 0 days past due to over 180 days past due. An appropriate estimation of the probability of default is applied to each category of debt, based on both historical default rates and expectations for the future.

All AQSE customers are assessed within a single credit risk category. In determining that the value of any potential AQXE and AQEU provision is immaterial the Directors have separated AQXE and AQEU customers into three distinct risk categories based on homogeneous characteristics for each customer class. The factors used to differentiate each credit risk category in AQXE and AQEU are primarily based on the liquidity pools of each customer class, payment history and profiles, in addition to regulated status. The assessment of AQXE and AQEU provisions as immaterial excludes specific provisions for technology asset trade receivables of £659,796 (2023: £58,108). This includes £611,131 of provisions booked against the two Technology Licence customers for which impairment provisions of £3,039,000 were recognised against Contract Asset Balances.

Alongside AQSE provisions the total Group Provision at the year end was £751,947 (2023: £103,503).

The key assumptions in calculating the ECL for trade receivables are that the probability of default increases with the age of the debt and that the debts are homogeneous, i.e. the credit risk assessment is based on age rather than by individual client. The expected loss rates are based on historical credit losses experienced and adjusted to reflect current and forward-looking information. AQSE trade receivables have been assessed to have a higher risk of impairment than the rest of the Group's trade receivables.

Trade receivables have payment terms of 30 days from the date of billing. For debts older than 180 days, debts are assessed on a case-by-case basis and are written off if there is no reasonable expectation of recovery. During the year a total of £28,053 (2023: £33,345) of trade receivables were written off relating to debts from companies that had ceased membership with AQSE and the contractual rights to cash flows from the financial assets were deemed to have expired.

 

The total loss allowance is calculated by applying the expected loss rate to the trade receivables balance in each age bucket. The total portion of the ECL balance relating to trade receivables as at 31 December 2023 was £409,585, of which £92,241 related to AQSE balances (31 December 2023: £45,395). The table below shows the allocation of provisions against AQSE Trade Receivables:

Group - 2024

Days past Due	0	1-2	30-5	60-89	90-124	125 - 149	150-17	Over 180	Total
Expected loss rate	0.5%	1.0%	3.0%	5.0%	10.0%	25.0%	50.0%	100%
Trade receivables	1,611,041	860,074	296,612	407,575	186,332	174,780	194,234	148,349	3,878,997
Expected loss	(865)	(975)	(1,318)	(9,008)	(1,254)	(275)	(660)	(79,015)	(93,370)
Specific provisions	(58,684)	(121,200)	(100,200)	(105,636)	(92,280)	(97,320)	(95,102)	(14,095)	(684,517)
Total Expected Credit Losses	(59,549)	(122,175)	(101,518)	(114,644)	(93,534)	(97,595)	(95,762)	(93,110)	(777,887)

Group - 2023

Days past Due	0	1-29	30-59	60-89	90-124	125 - 149	150-179	Over 180	Total
Expected loss rate	0.5%	1%	3%	5%	10%	25%	50%	100%
Trade receivables	1,672,343	473,581	606,221	151,123	118,799	17,303	18,500	79,073	3,136,943
Expected loss	(564)	(598)	(6,891)	(1,411)	(6,683)	(1,125)	(3,300)	(6,585)	(27,254)
Specific provisions	(14,400)	-	(32,120)	(14,400)	(509)	-	-	(14,820)	(76,249)
Total Expected Credit Losses	(14,964)	(598)	(39,011)	(15,811)	(7,192)	(1,125)	(3,300)	(21,502)	(103,503)

 

12.        Operating expenses, depreciation, amortisation, finance costs, and other gains and losses

Earnings before interest, taxation, depreciation and amortisation is stated after charging:

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Other (losses)/gains
Fair value movements in Derivative Instruments	(54,626)	51,407	(54,626)	51,407
Loss on disposal of right of use assets	(83,811)	-	(83,811)	-
	(138,437)	51,407	(138,437)	51,407

Other gains relate to fair value movements on derivative financial assets used to mitigate foreign currency risk. Please see Note 5, Financial Risk Management, for further details.

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Administrative Expenses
Fees payable to the company's auditor for the audit of the company's financial statements	286,500	270,000	216,500	205,000
Fees payable to the company's auditor for the Client Asset audit	11,000	10,700	11,000	10,700
Share-based payments	1,342,994	1,085,658	1,342,994	1,085,658
Exchange (gain)/loss	(174,769)	104,162	3,437	146,103
Employee costs	10,178,190	9,132,899	7,202,821	6,476,801
Operating costs	5,440,855	5,793,059	4,690,066	5,317,912
Net intercompany income	-	-	(7,444,149)	(6,368,051)
	17,084,770	16,396,478	6,022,669	6,874,123

Other administrative expenses comprise marketing fees, data centre and other service fees incurred in the ordinary course of business.

The Group expends resources to build trading platforms for its own use and for licencing to customers. Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are recognised in administrative expenses. In 2024 the amount recognised in the income statement was £821,080 (2023: £512,543).

 

Profit before taxation is stated after charging:

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Depreciation, amortisation and finance costs
Depreciation of property, plant and equipment	832,284	760,308	762,279	687,019
Amortisation of intangible assets	828,714	612,257	828,714	612,257
	1,660,998	1,372,565	1,590,993	1,299,276

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Finance expense on lease liabilities (Note 28)	84,256	103,249	71,705	88,571
Finance income on lease assets (Note 28)	(92,605)	(15,737)	(92,160)	(15,293)
Interest income on deposited funds	(608,818)	(384,712)	(208,701)	(112,154)
	(701,423)	(400,449)	(300,861)	(127,447)

Total expenses were as follows:

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Total expenses	18,128,601	17,471,843	7,384,506	8,134,523

13.        Exceptional Recommended Offer Costs

During the year the following costs were incurred by the Group to prepare shareholders and other relevant stakeholders for the Rule 2.7 Announcement under the Takeover Code, as was recommended by the Directors Aquis exchange and accepted by shareholders by a majority vote on 20 December 2024.

These costs, labelled as 'Recommended Offer' costs in this Annual Report and Accounts, have been classified as exceptional due to the one-off nature which affects an understanding of the Group's underlying performance and business activities across multiple years.

	Group and Company
	2024 £	2023 £
Exceptional Recommended Offer costs
Staff costs	536,722	-
Other operating expenses	2,807,141	-
	3,343,863	-

Staff Recommended Offer costs include retention-based remuneration paid to all employees and time-based compensation for key personnel in supporting the Rule 2.7 Announcement.

Other expenditure includes legal and professional fees incurred for advice provided to the firm. Such costs incurred to date do not include completion-based fees which would be payable on successful completion of the deal.

Please refer to Note 2 for information about the classification of costs as exceptional.

14.        Share-based payments

Aquis Exchange PLC has five different share schemes which have been set up since incorporation.

Aquis Exchange PLC has established two Trusts (see Note 22) to which it has provided funding to allow the purchase of shares for future settlement of the liability arising from the share awards noted below.

The Fair Value of any awards made in the year is calculated and recognised through the P&L over the appropriate period as set out in the detail on each scheme below. The total costs recognised through the P&L in the Group in 2024 was £1,343k (2023: £1,086k).

	Group and Company
	2024 £	2023 £
Enterprise Management Incentives (EMI) scheme	-	11,479
Restricted Share Plan (RSP) scheme	412,369	540,304
Company Share Ownership Plan (CSOP) scheme	52,387	57,963
Premium Priced Option (PPO) scheme	673,268	299,643
Share Incentive Plan (SIP) scheme	204,970	176,269
	1,342,994	1,085,658

The aggregate level of share options and shares awarded which existed at the year end is 4,707,739 shares (2023: 3,526,785 shares).

	Group and Company
	2024	2023
Enterprise Management Incentives (EMI) scheme	809,961	899,378
Restricted Share Plan (RSP) scheme	461,943	416,572
Company Share Ownership Plan (CSOP) scheme	256,796	203,530
Premium Priced Option (PPO) scheme	2,859,017	1,745,443
Share Incentive Plan (SIP) scheme	320,022	261,862
	4,707,739	3,526,785

 

Enterprise Management Incentive Plan

There is one approved EMI scheme, which was initiated in June 2018 when the first 564,124 options were granted. In April 2020 the second allotment (approved in and deferred from November 2019 because Aquis was in a close period) was made with a total of 740,250 options being granted. Options vest in 3 equal tranches, one, two and three years after grant. The options expire after 10 years.

The Group has estimated the fair value of options using a US binomial option valuation model and spread the estimated value against the profit and loss account over the life of the vesting period.

Of the total number of options granted, 85,750 (2022: 7,333) were exercised, none (2022: Nil) expired and none (2023: none) were forfeited during 2024.

The share price on the grant date was £2.69 and each option can be exercised at £2.69 to be settled in cash. The weighted average remaining contractual life of options outstanding at the end of the reporting period amounted to nil months (2023: nil).

The US binomial model with an average expiry duration of 5 years, volatility of 24% and risk-free interest rate of 1.1067% was used to calculate the fair value of the options granted on 14 June 2018. All options are exercisable at a price of £2.69 and the weighted average expected life of the options was estimated to be 5 years.

For options granted on 16 April 2020 the share price on the grant date was £3.47 and each option can be exercised at £3.47 to be settled in cash. The weighted average remaining contractual life of options outstanding at the end of the reporting period amounted to nil (2023: 3.5 months).

The US binomial model using an average expiry duration of 5 years, volatility of 20% and risk-free interest rate of 0.16% was used to calculate the fair value of the options granted on 16 April 2020. All options are exercisable at a price of £3.47 and the weighted average remaining expected life of the options was estimated to be 5 years.

Details of the EMI scheme are as follows:

	2024		2023
	Number of Shares	Weighted average exercise price (£)	Number of Shares	Weighted average exercise Price (£)
•    Outstanding at the beginning of the period	895,711	3.29	903,044	3.30
•    Exercised	(85,750)[1]	3.47	(7,333)[2]	3.47
•    Outstanding at the end of the period	809,961	3.28	895,711	3.29
•    Exercisable at the end of the period	809,961	3.28	895,711	3.29

 

Restricted Share Plan

The Group implemented a Restricted Share Plan (RSP) senior executive option scheme in 2020. Total grants were made in April 2024 of 85,958 at a grant price of £4.17 (April 2023: 70,637 options at a grant price of £4.01).

Options vest three years after grant, with an additional hold period of a further 2 years for executive directors and expire after 10 years.

The Black-Scholes model with an average expiry duration of 3 years, volatility of 21% and risk-free interest rate of 1.669% was used to calculate the fair value of the options granted in April 2022.

The Black-Scholes model with an average expiry duration of 3 years, volatility of 21% and risk-free interest rate of 1.891% was used to calculate the fair value of the options granted in September 2022. The weighted average remaining contractual life of options outstanding at the end of the reporting period amounted to 7 years and 7 months (2022: 7 years and 0 months).

For options granted on 26 April 2023 the share price at the date of grant was £4.03 and each option can be exercised at £0.10. The following inputs were used in the Black Scholes model: average maturity of 3 years, volatility of 23% and risk-free interest rate of 3.585%.

For options granted on 26 April 2024 the share price at the date of grant was £4.17 and each option can be exercised at £0.10. The following inputs were used in the Black Scholes model: average maturity of 3 years, volatility of 22.46% and risk-free interest rate of 4.185%. The fair value of the award was £329,599.

Details of the RSP scheme are as follows:

	2024		2023
	Number of Shares	Weighted average exercise price (£)	Number of Shares	Weighted average exercise Price (£)
•    Outstanding at the beginning of the period	407,496	4.71	341,364	4.85
•    Granted during the period	85,958	4.17	70,637	4.01
•    Forfeited during the period	(15,831)	4.44	(4,505)	4.03
•    Exercised during the period	(8,553)[3]	3.80	-	-
•    Expired during the period	(7,127)	3.80	-	-
•    Outstanding at the end of the period	461,943	4.65	407,496	4.71
•    Exercisable at the end of the period	207,709	4.95	137,706	3.64

 

Company Share Ownership Plan

The Group implemented a Company Share Ownership Plan (CSOP) employee option scheme in 2021. 62,942 options were granted in April 2024 and the share price at the date of grant was £4.17 each option can be exercised at £4.17 (April 2023: 64,322 options with a share price of £4.10 at the date of grant and can be exercised at £4.10).

Options vest three years after grant and expire after 10 years.

The Black-Scholes model with an average expiry duration of 5 years, volatility of 21% and risk-free interest rate of 1.669% was used to calculate the fair value of the options granted in April 2022. The weighted average remaining contractual life of options outstanding at the end of the reporting period amounted to 8 years and 1 months (2021: 7 years and 8 months).

The share price for the options granted on 26 April 2023 was £4.10 and each option can be exercised at £4.10. The following inputs were used in the Black Scholes model: average maturity of 3 years, volatility of 23% and risk-free interest rate of 3.585%.

The share price for the options granted on 26 April 2024 was £4.17 and each option can be exercised at £4.17. The following inputs were used in the Black Scholes model: average maturity of 3 years, volatility of 22.46% and risk-free interest rate of 4.185%. The fair value of the award was £45,636.

Details of the CSOP scheme are as follows:

	2024		2023
	Number of Shares	Weighted average exercise price (£)	Number of Shares	Weighted average exercise Price (£)
•    Outstanding at the beginning of the period	205,079	5.46	162,040	5.95
•    Granted during the period	62,942	4.17	64,322	4.10
•    Forfeited during the period	(11,225)	4.57	(21,283)	5.10
•    Exercised during the period	-	-	-	-
•    Expired during the period	-	-	-	-
•    Outstanding at the end of the period	256,796	5.18	205,079	5.46
•    Exercisable at the end of the period	81,266	6.85	-	-

 

Premium Priced Option Plan

The Group implemented a Premium Priced Option (PPO) option scheme in 2022 primarily focussed on Senior Executives. Grants in April 2024 were made amounting to 1,271,381 options at a grant price of £3.84 (April 2023: 1,138,512 at a grant price of £5.04).

Options vest 3 years after grant and expire after 7 years.

The Black-Scholes model with an average expiry duration of 5 years, volatility of 22.5% and risk-free interest rate of 1.5% was used to calculate the fair value of the options granted in June 2022. The weighted average remaining contractual life of options outstanding at the end of the reporting period amounted to 5 years and 6 months (2022: 6 years and 6 months).

For options granted on June 2022 the share price at the date of grant was £3.828 and each option can be exercised at £4.785. The following inputs were used in the Black Scholes model: average maturity of 5 years, volatility of 22.5% and risk-free interest rate of 1.79%.

The issue price for the options granted on 26 April 2023 is £4.03 per share to be settled in cash at the date of exercise at £5.0375. The following inputs were used in the Black Scholes model: average maturity of 5 years, volatility of 22.5% and risk-free interest rate of 3.723%.

The market value on the date of grant on 26 April 2024 was £4.28 and each option can be exerised at £4.80. The following inputs were used in the Black Scholes model: average maturity of 5 years, volatility of 22.46% and risk-free interest rate of 4.185%. The fair value of the award was £1,292,994.

Details of the PPO scheme are as follows:

	2024		2023
	Number of Shares	Weighted average exercise price (£)	Number of Shares	Weighted average exercise Price (£)
•    Outstanding at the beginning of the period	1,692,933	4.95	554,421	4.79
•    Granted during the period	1,271,381	3.84	1,138,512	5.04
•    Forfeited during the period	(105,297)	5.04	-	-
•    Exercised during the period	-	-	-	-
•    Expired during the period	-	-	-	-
•    Outstanding at the end of the period	2,859,017	4.46	1,692,933	4.95
•    Exercisable at the end of the period	-	-	-	-

 

Share Incentive Plan

The employee Share Incentive Plan ("SIP") is administered by Equiniti ("the Trust"). The Trust purchases shares in Aquis on the open market on behalf of employees that have elected to take part. Employees are limited to a maximum annual contribution of £1,800. The scheme allows employees to become shareholders in the Company in a tax efficient manner, with the Company purchasing two matching shares for every partnership purchased by the employee. The terms of the matching shares include that they must be held by the Trust for three years before they can be transferred or sold, and the employee must remain employed with the Company throughout this period. Free shares are also awarded to staff on an annual basis where performance criteria are met, with the Company purchasing up to a further 2 shares for each partnership share purchased.

The fair value of the matching and free shares purchased by the company are expensed over the three year vesting period. Management assumes that the cost of the shares is a close approximation of the fair value of the shares as the market price tends to be reflective of the discounted value of research analysts' medium-term projections.

The fair value of awards in the year was £204,970 (2023: £176,269).

Details of the SIP scheme are as follows:

	2024 Number of Shares	2023 Number of Shares
•    Shares held at the beginning of the period	261,862	186,155
•    Partnership shares purchased in the period	15,313	16,863
•    Matching shares purchased during the period	30,626	33,726
•    Free shares purchased during the period	18,739	35,673
•    Exercised during the period	(5,806)	(2,607)
•    Forfeited during the period	(618)	(7,948)
•    Shares held at the end of the period	320,116	261,862
•    Exercisable at the end of the period	-	-

 

15.        Deferred tax asset

A net deferred tax asset of £1,785,331 (2023: £1,785,331) at the Group and £1,506,022 (2023: £1,506,022 at the Company) relating to unused tax losses has been recognised in the current period. The losses are considered able to offset against the Company's taxable profits expected to arise in the next three accounting periods. This comprises a gross Deferred Tax Asset of £1,925,809 (2023: £1,884,349) at the Group and £1,646,500 (2023: £1,605,040 at the Company) offset by a Deferred Tax Liability of £140,478 (2023: £99,018) at the group and Company arising in the Company on the timing difference on accounting depreciation versus tax written down value charge.

The assessment of future taxable profits involves a significant degree of estimation, which management have based on the latest budget for the Company approved by the Board which reflects the improvement trading performance largely due to the continued expansion of the business as discussed in the Strategic Report. The preparation of the budget involves a rigorous review process by the Board, whereby each revenue stream and cost is scrutinised and challenged in detail so that the final version is considered to be an accurate and plausible representation of what is likely to be achieved in the period.

In calculating the deferred tax asset, Management have applied a conservative approach by using probability adjusted revenues, applying lower probabilities to budgeted revenue from more uncertain sources such as large technology licencing contracts, with the effect of reducing estimated profits over the 3-year period from the original forecasts. The analysis predicts profitability is still achievable even when revenues are reduced to reflect this adjustment.

The net deferred tax balance comprises temporary differences attributable to:

Group	2024 £	2023 £
Tax losses	1,925,809	1,884,349
Fixed asset timing differences	(140,478)	(99,018)
Total deferred tax asset	1,785,331	1,785,331

Company	2024 £	2023 £
Tax losses	1,646,500	1,605,040
Fixed asset timing differences	(140,478)	(99,018)
Total deferred tax asset	1,506,022	1,506,022

 

Movement in deferred tax balance:

Group	2024 £	2023 £
At 1 January	1,785,331	1,593,931
Origination and reversal of timing differences	(312,668)	270,485
Adjustment in respect of prior periods	312,668	(79,085)
At 31 December	1,785,331	1,785,331

Company	2024 £	2023 £
At 1 January	1,506,022	1,456,184
Origination and reversal of timing differences	(312,668)	122,556
Adjustment in respect of prior periods	312,668	(72,718)
At 31 December	1,506,022	1,506,022

Deferred tax assets are recognised only to the extent that there are sufficient probable future taxable profits available to set against deductible temporary differences and carry forward tax losses (and R&D credits). As at 31 December 2024 the Group and Company have not recognised deferred tax assets of £9,252,253 and £1,101,553 respectively (31 December 2023: £9,419,710 and £951,421) based on an assumed future tax rate of 25%. All tax losses in the Group do not have an expiry date.

The Group has combined losses of £44,150,335 (2023: £44,670,056) available for carry forward and to be used against future trading profits of the same trade in which they were generated. This is comprised of trading generated in the UK by Aquis Exchange PLC and Aquis Stock Exchange Limited. There are no losses carried forward in France within Aquis Exchange Europe SAS.

The Company has estimated losses of £10,430,300 (2023: £10,696,732) available for carry forward against future trading profits.

16.        Income tax

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Current Tax
UK Corporation tax charge	-	-	-	-
Overseas tax charges on foreign operations	235,291	183,611	-	-
Total current tax charge	235,291	183,611	-	-
Deferred Tax
Origination and reversal of timing	312,668	(270,485)	312,668	(122,556)
differences (Note 15)
Adjustment in respect of prior periods	(312,668)	79,085	(312,668)	72,719
Net income tax charge / (credit)	235,291	(7,789)	-	(49,837)

 

Reconciliation of expected tax charge / (credit) to (losses) / profits before tax:

	Group		Company
	2024 £	2023 £	2024 £	2023 £
(Loss) / Profit for the year before taxation	(2,226,649)	5,194,887	(3,448,569)	3,988,392
Expected tax charge based on a corporation tax rate of 25% (2023: 23.5%)	(792,517)	1,039,094	(862,142)	938,092
Expected tax charge based at effective overseas rates of 25.46% (2023: 25%)	230,244	182,100	-	-
Charge on disposal of right of use assets	21,941	(57)	21,941	(57)
Expenses not deductible for tax purposes	920,833	218,923	915,040	218,705
Adjustments in respect of prior periods	(312,668)	-	(312,668)	-
Other differences	-	857	-	(654)
Remeasurement of deferred tax for changes in tax rates	-	79,085	-	72,718
Movement in deferred tax not recognised	167,458	(1,527,791)	237,829	(1,278,641)
Tax charge / (credit) for the period	235,291	(7,789)	-	(49,837)

 

17.        Earnings per share

	Group		Company
	2024	2023	2024	2023
Number of Shares
Weighted average number of ordinary shares for basic earnings per share	26,302,830	26,602,167	27,564,630	27,516,188
Weighted average number of ordinary shares for diluted earnings per share	27,113,586	27,491,871	28,375,386	28,405,822
Earnings
(Loss) / Profit for the year from continued operations	(2,461,940)	5,202,676	(3,448,569)	4,038,229
Basic and diluted earnings per share (pence)
Basic earnings per ordinary share	(9)	19	(13)	15
Diluted earnings per ordinary share	(9)	19	(12)	14

Basic earnings per share is in respect of all activities of the Group and diluted earnings per share takes into account the dilution effects which would arise on conversion or vesting of all outstanding share options and share awards under the Enterprise Management Incentive (EMI) scheme.

 

18.        Intangible assets

Group and Company	Developed trading platforms	Other Intangibles	Total Intangible Assets	Group Goodwill
Cost
As at 1 January 2023	3,617,083	209,296	3,826,379	83,481
Additions	1,034,168	47,750	1,081,918	-
As at 31 December 2023	4,651,251	257,046	4,908,297	83,481
Additions	1,728,053	16,300	1,744,353	-
As at 31 December 2024	6,379,304	273,346	6,652,650	83,481
Accumulated amortisation and impairment
As at 1 January 2023	2,772,195	21,960	2,794,155	-
Charge for the year	559,741	52,516	612,257	-
As at 31 December 2023	3,331,936	74,476	3,406,412	-
Charge for the year	771,175	57,539	828,714	-
As at 31 December 2024	4,103,111	132,015	4,235,126	-
Carrying amount
As at 31 December 2024	2,276,193	141,331	2,417,524	83,481
As at 31 December 2023	1,319,315	182,570	1,501,885	83,481

All intangible assets within the Group are held by the Company.

Other intangible assets include assets valued at £68,835 (2023: £68,835) with indefinite useful economic lives. Further information on these assets can be found in Note 2 under the heading "Intangible assets other than Goodwill."

Goodwill

On 11 March 2020 the Group acquired Aquis Stock Exchange Limited (formerly NEX Exchange Limited) which resulted in recognition of goodwill of £83,481. The cash generating unit associated with the goodwill is determined to be the assets associated with the investment in AQSE.

The goodwill arising on consolidation represents the growth potential of the primary listings exchange and the synergies with the rest of the business. AQSE has no intangible assets.

Impairment tests for goodwill

Goodwill has been allocated for impairment testing purposes to a cash generating unit, being the net assets related to Aquis Stock Exchange.

The recoverable amounts of the cash generating unit has been determined based on a value-in-use calculation using discounted cash flow forecasts based on business plans prepared by management for a three-year period ending 31 December 2028. The two key estimates used in this model were an estimated terminal growth rate of 2%, and a pre-tax discount factor of 12%.

The results of the testing indicated the projected value of Aquis Stock Exchange to exceed its carrying value. As a result no impairment loss has been recognised in the current year.

19.        Property, plant and equipment

Group	Fixtures, fittings and equipment	Computer Equipment	Right of Use Assets	Total
Cost
As at 1 January 2023	491,901	2,991,233	4,224,587	7,707,721
Additions	9,379	401,937	12,618	423,934
Foreign Currency Translation Differences	-	-	14,172	14,172
As at 31 December 2023	501,280	3,393,170	4,251,377	8,145,827
Additions (and lease adjustments)	4,549	383,380	-	387,929
Disposals	-	(10,909)	(113,003)	(123,912)
As at 31 December 2024	505,829	3,765,641	4,138,374	8,409,844
Accumulated amortisation and impairment
As at 1 January 2023	295,266	2,373,110	905,761	3,574,137
Charge for the year	50,731	325,755	383,822	760,308
Foreign Currency Translation Differences	-	-	(7,459)	(7,459)
As at 31 December 2023	345,997	2,698,865	1,282,124	4,326,986
Charge for the year	51,204	397,667	383,413	832,284
Disposals	-	(10,909)	(29,192)	(40,101)
As at 31 December 2024	397,201	3,085,623	1,636,345	5,119,169
Carrying amount
As at 31 December 2024	108,628	680,018	2,502,029	3,290,675
As at 31 December 2023	155,283	694,305	2,969,253	3,818,841

 

Company	Fixtures, fittings and equipment	Computer Equipment	Right of Use Assets	Total
Cost
As at 1 January 2023	477,130	2,984,386	3,656,087	7,117,603
Additions	9,379	400,352	-	409,731
As at 31 December 2023	486,509	3,384,738	3,656,087	7,527,334
Additions	4,549	383,380	-	387,929
Disposal	-	(10,909)	(113,003)	(123,912)
As at 31 December 2024	491,058	3,757,209	3,543,084	7,791,351
Accumulated amortisation and impairment
As at 1 January 2023	292,775	2,371,063	825,684	3,489,522
Charge for the year	47,782	323,341	315,896	687,019
As at 31 December 2023	340,557	2,694,404	1,141,580	4,176,541
Charge for the year	48,337	396,362	317,580	762,279
Disposal	-	(10,909)	(29,192)	(40,101)
As at 31 December 2024	388,894	3,079,857	1,429,968	4,898,719
Carrying amount
As at 31 December 2024	102,164	677,352	2,113,116	2,892,632
As at 31 December 2023	145,952	690,334	2,514,507	3,350,793

 

20.        Investment in subsidiaries

Company	2024 £	2023 £
Investment in subsidiaries	6,884,202	6,884,202

Details of the Company's subsidiaries are set out in the following table. The investments are measured using the equity method in Aquis Exchange PLC's standalone accounts.

Name of undertaking	Country of incorporation	Ownership interest (%)	Voting power held (%)	Nature of business	Carrying amount 2024	Carrying amount 2023
Aquis Stock Exchange	UK	100	100	Recognised Investment Exchange	3,677,118	3,677,118
Aquis Exchange Europe SAS	France	100	100	European Equities Exchange	3,207,084	3,207,084
					6,884,202	6,884,202

The registered office of Aquis Exchange Europe SAS is 231 rue Saint Honoré, 75001 Paris, France. The registered office of Aquis Stock Exchange Limited is 63 Queen Victoria Street, EC4N 4UA,UK.

Both investments were assessed for impairment at year end and no indicators of impairment were noted, with both Aquis Stock Exchange and Aquis Exchange Europe SAS profitable in both 2024 and 2023. Therefore, in line with IAS 36 guidance, no impairment provision has been recognised in Aquis Exchange PLC's financial statements.

There has been no change in the year of the carrying value of any subsidiary (2023: no change).

21.        Investments in financial assets

Group and Company	2024 £	2023 £
Financial assets measured at fair value through OCI	1,176,021	591,945

In August 2023 Aquis Exchange PLC acquired a 5.2% stake in OptimX LLC for consideration of USD 750k. The entity is currently in the development stage of creating blotter scraping technologies. The shares of OptimX LLC are not listed on any public market. A further investment of USD 750k was made in July 2024 bringing the Company's stake to 10.2%.

The fair value of OptimX, an unlisted-equity investment falls within Level 3 of the IFRS 13 Fair Value hierarchy, see Note 24 for further details on valuation of the investment.

 

22.        Investment in Trusts

The table below shows the total amount the Company has invested in the two Trusts in respect of the share based payments arising under (i) the Employee Share Incentive Plan and (ii) the Restricted Share Plan, Company Share Ownership Plan and Premium Price Options plan as at the reporting date. Investments into the Trusts are mostly comprised of cash contributions made to acquire Company shares. Deductions from the Trusts represent vested shares withdrawn.

Company	2024 £	2023 £
Investment in Trusts	5,702,768	4,389,445

 

23.        Trade and other receivables

	Current		Non-current		Total
	2024	2023	2024	2023	2024	2023
Group	£	£	£	£	£	£
Trade receivables	3,101,110	3,033,440	-	-	3,101,110	3,033,440
Technology licence contract assets	3,087,708	3,029,766	3,158,605	5,450,678	6,246,313	8,480,444
Other receivables	302,379	107,183	10,762	360,411	313,141	467,594
Prepayments	1,162,752	724,547	-	-	1,162,752	724,547
	7,653,949	6,894,936	3,169,367	5,811,089	10,823,316	12,706,025

 

	Current		Non-current		Total
	2024	2023	2024	2023	2024	2023
Company	£	£	£	£	£	£
Trade receivables	2,717,502	2,538,127	-	-	2,717,502	2,538,127
Technology licence contract assets	3,087,708	3,029,766	3,158,605	5,450,678	6,246,313	8,480,444
Other receivables	270,550	44,970	-	345,240	270,550	390,210
Intercompany receivables	1,251,870	471,658	-	-	1,251,870	471,658
Prepayments	1,095,132	652,422	-	-	1,095,132	652,422
	8,422,762	6,736,943	3,158,605	5,795,918	11,581,367	12,532,861

 

The following details the trade receivables that are stated net of any credit impairment provision, as set out previously in Note 11 in accordance with IFRS 9.

	Group		Company
Trade receivables	2024 £	2023 £	2024 £	2023 £
Gross trade receivables	3,878,997	3,136,943	3,377,208	2,596,235
Expected credit loss on trade receivables	(777,887)	(103,503)	(659,706)	(58,108)
Gross contract assets	12,307,730	10,843,945	12,307,730	10,843,945
Expected credit loss on contract assets	(6,061,417)	(2,363,501)	(6,061,417)	(2,363,501)
Trade receivables net of provisions	9,347,423	11,513,884	8,963,815	11,018,571

24.        Fair value measurement

Some of the Group's assets and liabilities are measured at fair value. In estimating the fair value of an asset or liability the Group uses market-observable data to the extent that is available.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised based on the lowest level input that is significant to the fair value measurement.

- Level 1: Quoted market prices in active markets for identical assets or liabilities;

- Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and,

- Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The policies and procedures for the valuation of unquoted financial assets determined by Management are presented to the Audit Risk and Compliance Committee at each relevant balance sheet date. The valuation of private equity instruments are particularly sensitive to changes in one or more unobservable inputs. Further information on the carrying amount of these assets and the sensitivity of those amounts to changes in unobservable inputs is provided below.

 

	Group and Company
31 December 2024 assets and (liabilities)	Level 1 £	Level 2 £	Level 3 £
Derivatives, foreign currency forward contracts	-	(3,219)	-
Equity investments, OptimX LLC (Note 21)	-	-	1,176,021
	-	(3,219)	1,176,021

 

	Group and Company
31 December 2023 assets and (liabilities)	Level 1 £	Level 2 £	Level 3 £
Derivatives, foreign currency forward contracts	-	51,407	-
Equity investments, OptimX LLC (Note 21)	-	-	591,945
	-	51,407	591,945

Reconciliation of fair value measurements categorised within level 3 of the fair value hierarchy:

	2024 £	2023 £
Balance at 1 January	591,945	-
Acquisitions in the year	584,076	591,945
Gains and losses recognised in other comprehensive income	-	-
Balance at 31 December	1,176,021	591,945

No gains and losses were recognised in other comprehensive income for the year because the fair value of the investment in OptimX LLC at 31 December 2024 is materially consistent with the cost at acquisition.

Valuation Techniques and Inputs

Finance assets / liabilities	Valuation techniques and key inputs	Significant unobservable inputs	Relationship and sensitivity of unobservable inputs to fair value
Investment in unlisted shares, OptimX LLC (Note 21)	Income approach using the discounted cash flow method to determine the present value of future economic benefits derived from the investment.	Discount factor, determined by using a two year UK government gilt to determine a reasonable baseline for return on investment.	The greater the discount factor the lower the fair value.   If the discount rate was 5% higher/lower, with all other variables remaining constant, the carrying amount would decrease/increase by £173k / £227k.
		Revenue growth rate	The higher the compound growth rate the higher the fair value. If the growth rate were to increase /decrease by 0.5%, the carrying amount would increase/increase by £357k / £319k.

25.        Cash and cash equivalents

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Cash at bank	13,699,076	14,765,910	5,745,324	6,356,259

Cash and cash equivalents comprise over night and short term deposits of less than 3 month and are held with authorised counterparties of a high credit standing. Management does not expect any losses from non-performance by the counterparties holding cash and cash equivalents, and there are no material differences between their book and fair values.

Cash held by Aquis Exchange Europe SAS is predominantly held in a Sterling denominated bank account.

26.        Provisions

	Group and Company
Provisions for disputed data costs	2024 £	2023 £
Balance at 1 January	-	-
Provisions recognised in the year	343,784	-
Balance at 31 December	343,784	-

Provisions were raised in the year to provide against disputes over amounts due for data services received by the Group over the last few years which would be payable to two data vendors.

There remains uncertainty as to the final settlement amount because ongoing discussions with the vendors are yet to establish the scope of error. However, the amounts provided represent the Directors' best estimate of the liability based on current discourse with those entites at the date of signing these financial statements.

Provisions recognised in the Group and Company have not been discounted because final settlement is expected to occur within one year of the balance sheet date.

27.        Trade and other payables

	Group		Company
Current	2024 £	2023 £	2024 £	2023 £
Trade payables	1,122,893	759,002	1,088,349	674,307
Accruals	2,082,791	1,814,407	1,623,395	1,388,911
Deferred Revenue	786,658	934,423	-	-
Social security and other taxation	353,628	343,729	208,201	256,777
Intercompany payables	-	-	2,933,762	824,405
Other payables	169,788	58,772	163,738	84,132
Overseas corporation tax payable	55,461	33,798	-	-
Short term lease liabilities	511,989	527,339	437,400	437,400
Short Term Lease Liabilities	5,083,208	4,471,470	6,454,845	3,665,932

28.        Leases

Right of Use Assets

The right-of use asset was measured at the amount equal to the lease liability, plus prepaid lease payments (being the unamortised portion of the rent deposit asset). The right of use asset is depreciated over the term of the lease and was accounted for during the year ended 31 December 2024 as follows:

	Group £	Company £
Carrying amount at 1 January 2023	3,318,826	2,830,403
Remeasurement of Paris Lease	21,631	-
Foreign currency translation differences	12,618	-
Depreciation for the year	(383,822)	(315,896)
Carrying amount at 31 December 2023	2,969,253	2,514,507
Disposal of right of use assets	(83,811)	(83,811)
Depreciation for the year	(383,413)	(317,580)
Carrying amount at 31 December 2024	2,502,029	2,113,116

Rent deposit asset

The rent deposit asset (excluding the prepaid right of use portion which has been included in the calculation of the right of use asset above) is a financial asset measured at amortised cost and was accounted for during the year ended 31 December 2024 as follows:

	Group £	Company £
Carrying amount at 1 January 2023	356,647	329,947
Recovery of rent deposit	(7,619)	-
Remeasurement of Paris lease	(4,354)	-
Finance income on rent deposit asset for the year	15,737	15,293
Carrying amount at 31 December 2023	360,411	345,240
Recovery of rent deposit asset	(442,254)	(437,400)
Finance income on rent deposit asset for the year	92,605	92,160
Carrying amount at 31 December 2024	10,762	-

 

Lease liability

The lease liability is calculated as the net present value of the fixed payments (including in-substance fixed payments), less any lease incentives receivable (such as any rent-free periods). The lease payments are discounted using the interest rate implicit in the lease. The lease liability is measured at amortised cost and was accounted for during the year ended 31 December 2024 as follows:

	Group £	Company £
Carrying amount at 1 January 2023	3,410,193	2,886,712
Foreign currency translation differences	(12,516)	-
Finance expense on lease liability for the year	103,249	88,571
Lease payments made during the year	(516,482)	(437,400)
Carrying amount at 31 December 2023	2,984,444	2,537,883
Finance expense on lease liability for the year	84,256	71,705
Lease payments made during the year	(519,134)	(437,400)
Carrying amount at 31 December 2024	2,549,566	2,172,188
Of which are:
Current	511,989	437,400
Non-current	2,037,577	1,734,788
	2,549,566	2,172,188

The non-current and current portions of the lease liability are included in 'Lease liability' and 'Other Payables' (Trade and Other Payables) on the Statement of Financial Position respectively.

Net finance (income) / expense on leases

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Finance expense on lease liability	84,256	103,249	71,705	88,571
Finance income on rent deposit asset	(92,605)	(15,737)	(92,160)	(15,293)
Net finance (income) / expense relating to leases	(8,349)	87,512	(20,455)	73,278

The finance income and finance expense arising from the Groups leasing activities as a lessee have been shown net where applicable as is permitted by IAS 32 where criteria for offsetting have been met.

 

Amounts recognised in profit and loss

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Depreciation expense on right-of-use assets	(383,413)	(383,822)	(317,580)	(315,896)
Finance expense on lease liability	(84,256)	(103,249)	(71,705)	(88,571)
Finance income on rent deposit asset	92,605	15,737	92,160	15,293
Short term lease expense	(12,451)	(43,310)	-	-
Loss on disposal of Right of Use Assets	(83,811)	-	(83,811)	-
Net impact of leases on profit or (loss)	(471,326)	(514,644)	(380,936)	(389,174)

The contractual terms of the Paris lease state that lease payments are indexed which has resulted in a remeasurement of the lease liability to reflect an uplift of future expected payments. The Company lease based in the UK is not subject to variable rates.

29.        Share capital

Group	2024 £	2023 £
Ordinary share capital
Issued and fully paid
27,516,781 (2023: 27,509,448) Ordinary shares of 10p each	2,751,678	2,750,945
Issue of 7,333 new shares of 10p each	-	733
Issue of 85,750 new shares of 10p each	8,575	-
27,602,531 (2023: 27,516,781) Ordinary Shares of 10p each	2,760,253	2,751,678

 

30.        Treasury shares

Group	2024 £	2023 £
At the beginning of the year	4,389,445	3,350,325
Purchase of additional shares	1,517,690	1,215,243
Shares vested or sold by trusts	(221,157)	(157,189)
Change in level of surplus cash held by trusts	16,790	(18,934)
At the end of the year	5,702,768	4,389,445

Treasury shares are held by the Employee Benefit Trusts. Further disclosures about the value of shares acquired by the EBT can be read in note 22. The Investment in Trust has been consolidated within the Group's results as the parent company (Aquis Exchange PLC) can substantially direct the investment activities of the Trusts, thus the Trusts' assets have been consolidated as Treasury Shares.

In the year to 31 December 2024 328,861 shares with a nominal value of £32,886 were bought at a total cost of £1,517,690 and held in Treasury (2023: 331,179 shares with a nominal value of £33,178 were bought at a total cost of £1,215,243 and held in Treasury).

As at 31 December 2024, 320,022 shares (2023: 261,956) were held in the Employee Share Incentive Plan Trust, and a further 1,110,970 shares (2023: 840,175) held in the Trust relating to Restricted Share Plan, Company Share Ownership Plan and Premium Priced Option Plan.

At 31 December 2024 £34,466, (2023: £17,676) of surplus cash was held within the Trusts, which had yet to be used to purchase Treasury shares, but remained under the control of the Trusts.

 

Group	2024 £	2023 £
Treasury Shares held	5,668,302	4,371,769
Cash Held in Employee Trusts	34,466	17,676
At the end of the year	5,702,768	4,389,445

 

31.        Cash generated by operations

Group	2024 £	2023 £
(Loss) / Profit before tax	(2,226,649)	5,194,887
Adjustments for:
Impairment charge/(credit) on contract assets	3,685,326	1,016,223
Impairment charge on trade and other receivables	702,437	44,550
Fair value adjustment to derivatives	54,626	(51,407)
Equity settled share based payment expense	1,342,994	1,085,658
Amortisation of intangible assets	828,714	612,257
Depreciation and impairment of property, plant and equipment	832,284	760,308
Loss on disposal of right of use asset	83,811	-
Increase in provisions	343,784	-
Finance expense	84,256	103,249
Finance income	(92,605)	(15,737)
Interest income	(608,818)	(384,712)
	7,256,809	3,170,389
Movement in working capital:
(Increase) in trade and other receivables	(2,919,643)	(4,277,113)
Increase in trade and other payables	617,858	309,470
Cash generated by operations	2,728,375	4,397,633
Corporation taxes paid	(203,312)	(293,914)
Net cashflow from operating activities	2,525,063	4,103,719

 

Operating cash flows

For the year ended 31 December 2024

Company	2024 £	2023 £
(Loss) / Profit before tax	(3,448,569)	3,988,392
Adjustments for:
Impairment charge/(credit) on contract assets	3,685,326	1,016,223
Impairment charge on trade and other receivables	601,598	58,108
Fair value adjustment to derivatives	54,626	(51,407)
Equity settled share based payment expense	1,342,994	1,085,658
Amortisation of intangible assets	828,714	612,257
Depreciation and impairment of property, plant and equipment	762,279	687,019
Loss on disposal of right of use asset	83,811	-
Increase in provisions	343,784	-
Finance expense	71,705	88,571
Finance income	(92,160)	(15,293)
Interest income	(208,701)	(112,154)
	7,473,976	3,368,982
Movement in working capital:
(Increase)/Decrease in trade and other receivables	(3,680,670)	2,309,031
Increase/(Decrease) in trade and other payables	2,788,913	(5,326,269)
Cash generated by operations	3,133,650	4,340,136
Corporation taxes paid	-	-
Net cashflow from operating activities	3,133,650	4,340,136

 

32.        Related party transactions

Remuneration of key management personnel

The remuneration of the directors, who are key management personnel, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Group	2024 £	2023 £
Salaries and other short term benefits	1,190,384	1,569,531
Share based payments	421,846	490,437
Total	1,612,230	2,059,968

Company	2024 £	2023 £
Salaries and other short term benefits	1,081,821	1,123,238
Share based payments	276,519	246,592
Total	1,358,340	1,369,830

During the year the Group has entered into, in the ordinary course of business, transactions with other related parties. All transactions between Aquis Exchange Plc and its subsidiaries are eliminated on consolidation.

Costs incurred by the Company on behalf of its subsidiary companies are recharged to these Companies through a Management fee and service charge, which for 2024 represented a net recharge of £6,600k (2023: £5,678k) to Aquis Europe SAS and a net recharge of £711k (2023: £690k) to Aquis Stock Exchange Limited. The net cash payments in the year and balances outstanding at the year end were:

2024 Company	Receipts and (payments) £000s	Amounts owed from related parties £000s	Amounts owed to related parties £000s
Aquis Stock Exchange Ltd	3,192	170	(216)
Aquis Europe SAS	(1,697)	764	(2,718)
Total	1,495	934	(2,934)

2023 Company	Receipts and (payments) £000s	Amounts owed from related parties £000s	Amounts owed to related parties £000s
Aquis Stock Exchange Ltd	2,565	551	-
Aquis Europe SAS	(1,385)	-	(904)
Total	1,180	551	(904)

33.        Share premium account

Group	2024 £	2023 £
At the beginning of the year	11,809,757	11,785,045
Issue of new shares	288,977	24,712
At the end of the year	12,098,734	11,809,757

34.        Other reserves

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Reserves relating to share-based payments	3,863,426	2,741,589	3,863,426	2,741,589

35.        Controlling party

In the opinion of the Directors, there is no single overall controlling party.

No individual shareholder had a shareholding of 10% or above as at 31 December 2024.

36.        Events occurring after the reporting period

On 17 February 2025 Alasdair Haynes informed the Board of his decision to step back from the day-to-day running of the business for health reasons, and assumed the role of President of the Group. Alasdair remains a Director of the Company, acting as senior counsel to the management team.

On the same day David Stevens assumed the role of Chief Executive Officer and was appointed as a Director of the Company.