REGISTERED NUMBER:
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Strategic Report, Report of the Directors and |
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Financial Statements for the Period 1 April 2019 to 31 December 2019 |
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for
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Axioma (UK) Limited |
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REGISTERED NUMBER:
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Strategic Report, Report of the Directors and |
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Financial Statements for the Period 1 April 2019 to 31 December 2019 |
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for
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Axioma (UK) Limited |
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Axioma (UK) Limited (Registered number: 05981946)
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Contents of the Financial Statements
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for the Period 1 April 2019 to 31 December 2019
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Page
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Company Information
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1
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Strategic Report
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2
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Report of the Directors
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4
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Statement of Directors' Responsibilities
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5
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Report of the Independent Auditor
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6
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Statement of Comprehensive Income
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8
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Balance Sheet
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9
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Statement of Changes in Equity
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10
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Cash Flow Statement
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11
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Notes to the Financial Statements
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12
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Axioma (UK) Limited
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Company Information
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for the Period 1 April 2019 to 31 December 2019
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DIRECTORS:
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REGISTERED OFFICE:
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REGISTERED NUMBER:
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AUDITOR:
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Statutory Auditor
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15 Canada Square
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London
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E14 5GL
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BANKERS:
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100 Old Broad St
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London
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EC2N 1BG
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Axioma (UK) Limited (Registered number: 05981946)
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Strategic Report
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for the Period 1 April 2019 to 31 December 2019
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The directors present their strategic report for the period 1 April 2019 to 31 December 2019.
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REVIEW OF BUSINESS
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During the year the principal activities of the company continued to be to provide an integrated suite of front-to-back
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investment management solutions to a global client base, including asset managers, hedge funds, insurance companies,
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pension funds, wealth managers and investment banks. The company has been in operation in the UK market for over a
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decade now. The company experienced substantial growth in business during the year and is a market leader for various
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investment management solutions that the company offers.
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During the period, the directors agreed to change the accounting year end date to 31 December to align with the group's
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financial year end. The company’s key financial and other performance indicators for the 9 month period were as
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follows:
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9 months
ending
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12 months
ending
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31 December
2019
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31 March
2019
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Notes
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£'000
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£'000
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Other income
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23,119
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12,607
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Operating profit
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783
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474
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Shareholder's equity
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13/14
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1,605
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1,011
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Number of staff
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3
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66
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57
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PRINCIPAL RISKS AND UNCERTAINTIES
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The company is a subsidiary of Axioma Inc. USA which effective 13 September 2019 is part of the Qontigo group. The
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company’s funding requirements are entirely met by remittances from its parent company which has an active and robust
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governance programme designed to identify and manage any strategic and operational risks that the group entities may
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face.
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On 31 January 2020, the United Kingdom left the European Union. The United Kingdom is now in a transition period
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allowing it to continue its current relationship with the European Union while the future trading relationship is
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negotiated. This transition period ends on 31 December 2020. At the date of issuing these financial statements, these
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negotiations were still in progress.
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On 11 March 2020, the World Health Organisation declared a global pandemic related to the novel Coronavirus
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(COVID-19), which continues to spread throughout the United Kingdom and globally. The pandemic is creating
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disruption in the economy, including supply chains, production, and sales across various industries. The impact on
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Axioma's operations and financial performance will depend on the duration and extent of the pandemic, which include
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the impact on the Group's customers, vendors and employees. Therefore, the extent to which the COVID-19 pandemic
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may impact the Group and Company's financial positions or results of operations is uncertain at this time.
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Axioma (UK) Limited (Registered number: 05981946)
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Strategic Report
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for the Period 1 April 2019 to 31 December 2019
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FUTURE DEVELOPMENTS
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The company expects to continue to grow at the same pace as before, with any disruptions on account of Brexit expected
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to be temporary and insignificant. The company aims to maintain its leadership position in the market, and in this regard,
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its recent acquisition by Qontigo GmBH has added further strength.
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Qontigo was formed on 13 September 2019. Qontigo is a financial intelligence driver, modernizing investment
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management with group’s client partners. Qontigo combines Deutsche Börse’s world-class indices (STOXX and DAX)
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and Axioma’s best-of-breed portfolio-construction and risk analytics tools to enable clients to achieve a competitive
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advantage in a rapidly changing marketplace. Qontigo is uniquely equipped to address trends that are reshaping
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investment management. These include the growth of passive investing and smart beta, the modernisation of the
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investment management technology infrastructure to achieve efficiency and scale, and the transition towards
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customisation of investment solutions.
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STOXX indices stand for quality, transparency and customization. STOXX has earned its position as the leading
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provider of European tradable indices and the highest quality global benchmarks through a commitment to providing
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sustainable indices built on a data and technology foundation that surpasses any standard. Axioma offers the most
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sophisticated suite of quantitative risk analytics and portfolio-construction tools available. We partner with clients to
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create solutions that adapt to their unique needs, powered by best-of-breed APIs and cloud-native technology.
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RESULTS AND DIVIDENDS
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The profit after tax for the year amounted to £594,246 (2019 - £353,669) which will be retained within the business. The
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directors do not recommend payment of a dividend (2019 - Nil).
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ON BEHALF OF THE BOARD:
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Axioma (UK) Limited (Registered number: 05981946)
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Report of the Directors
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for the Period 1 April 2019 to 31 December 2019
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The directors present their report with the financial statements of the company for the period 1 April 2019 to 31 December 2019.
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PRINCIPAL ACTIVITY
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The principal activity of the company for the year continued to be to act as a cost centre for its US parent, Axioma Inc., |
which sells and supports software that enables its customers in the financial services industry to identify new investment |
strategies, manage risk and improve trading efficiency. The company, being a cost centre, has no turnover but instead |
has other operating income which comprises management fees recharged to the parent company. |
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DIVIDENDS
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No dividends will be distributed for the period ended 31 December 2019 (year ended 31 March 2019: Nil).
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EVENTS SINCE THE END OF THE PERIOD
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Information relating to events since the end of the period is given in nte 16 of the notes to the financial statements.
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DIRECTORS
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The directors shown below have held office during the whole of the period from 1 April 2019 to the date of this report.
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POLITICAL DONATIONS AND EXPENDITURE
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The Company made no political donations or incurred any political expenditure during the period (2019: Nil).
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GOING CONCERN
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The company’s operations are funded in its entirety by its parent company, Axioma Inc. The directors have prepared the
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financial statements on a going concern basis and have received confirmation from its parent company of its intention to
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financially support the company such that they can meet their obligations as they fall due for a period of at least twelve
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months from the date of the directors' approval of these financial statements (see note 2).
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DISCLOSURE OF INFORMATION TO AUDITORS
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The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, |
there is no relevant audit information of which the Company's auditor is unaware; and each director has taken all the |
steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to |
establish that the Company's auditor is aware of that information. |
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AUDITOR
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Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will
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therefore continue in office.
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ON BEHALF OF THE BOARD:
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Axioma (UK) Limited (Registered number: 05981946)
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Statement of Directors' Responsibilities
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for the Period 1 April 2019 to 31 December 2019
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The directors are responsible for preparing the Directors' Report and the financial statements in accordance with |
applicable law and regulations. |
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Company law requires the directors to prepare financial statements for each financial year. Under that law they have |
elected to prepare the financial statements in accordance with applicable law and FRS 102 The Financial Reporting |
Standard applicable in the UK and Republic of Ireland (UK Generally Accepted Accounting Practice). |
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Under company law the directors must not approve the financial statements unless they are satisfied that they give a true |
and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing |
these financial statements, the directors are required to: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and estimates that are reasonable and prudent ; and |
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assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern; and |
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use the going concern basis of accounting unless they either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so. |
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The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the |
company's transactions and disclose with reasonable accuracy at any time the financial position of the company and |
enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such |
internal control as they determine is necessary to enable the preparation of financial statements that are free from |
material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are |
reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. |
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Report of the Independent Auditor to the Members of
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Axioma (UK) Limited
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Opinion
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We have audited the financial statements of Axioma (UK) Limited ("the company") for the period ended 31 December
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2019 , which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash
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Flow Statement and Notes to the Cash Flow Statement and related notes, including the accounting policies in note 2.
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In our opinion the financial statements:
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give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its for the profit for
the period then ended ;
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have been properly prepared in accordance with UK accounting standards applicable to smaller entities,
including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
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have been prepared in accordance with the requirements of the Companies Act 2006.
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Basis for opinion
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We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable
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law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent
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of the company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the
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audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
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Going concern
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The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the
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company or to cease its operations, and as they have concluded that the company's financial position means that this is
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realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its
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ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going
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concern period").
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We are required to report to you if we have concluded that the use of the going concern basis of accounting is
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inappropriate or there is an undisclosed material uncertainty that may cast significant doubt over the use of that basis for
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a period of at least a year from the date of approval of the financial statements. In our evaluation of the directors'
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conclusions, we considered the inherent risks to the company's business model and analysed how those risks might affect
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the company's financial resources or ability to continue operations over the going concern period. We have nothing to
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report in these respects.
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However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are
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inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material
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uncertainty in this auditor's report is not a guarantee that the company will continue in operation.
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Strategic and Directors' report
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The directors are responsible for the Strategic report and the Directors' report. Our opinion on the financial statements
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does not cover that report and we do not express an audit opinion thereon.
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Our responsibility is to read the Strategic report and the Directors' report and, in doing so, consider whether, based on
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our financial statements audit work, the information therein is materially misstated or inconsistent with the financial
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statements or our audit knowledge. Based solely on that work:
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we have not identified material misstatements in the Strategic report and the Directors' report;
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in our opinion the information given in that report for the financial year is consistent with the financial
statements; and
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in our opinion that report has been prepared in accordance with the Companies Act 2006.
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Matters on which we are required to report by exception
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Under the Companies Act 2006 we are required to report to you if, in our opinion:
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from
branches not visited by us; or
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the financial statements are not in agreement with the accounting records and returns; or
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certain disclosures of directors' remuneration specified by law are not made; or
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we have not received all the information and explanations we require for our audit.
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We have nothing to report in these respects.
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Report of the Independent Auditor to the Members of
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Axioma (UK) Limited
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Directors' responsibilities
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As explained more fully in their statement set out on page 5, the directors are responsible for: the preparation of the
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financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is
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necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
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or error; assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to
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going concern; and using the going concern basis of accounting unless they either intend to liquidate the company or to
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cease operations, or have no realistic alternative but to do so.
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Auditor's responsibilities
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
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material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable
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assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will
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always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
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material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
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taken on the basis of the financial statements.
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A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
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The purpose of our audit work and to whom we owe our responsibilities
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This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the
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Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those
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matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted
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by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a
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body, for our audit work, for this report, or for the opinions we have formed.
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for and on behalf of
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Statutory Auditor
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15 Canada Square
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London
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E14 5GL
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Axioma (UK) Limited (Registered number: 05981946)
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Statement of Comprehensive Income
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for the Period 1 April 2019 to 31 December 2019
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Period
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1.4.19
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to
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Year Ended
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31.12.19
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31.3.19
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Notes
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£
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£
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TURNOVER
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Administrative expenses
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(
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(
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(22,335,745
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(12,132,695
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Other operating income
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OPERATING PROFIT
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5
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PROFIT BEFORE TAXATION
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Tax on profit
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6
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(
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(
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PROFIT FOR THE FINANCIAL PERIOD
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Axioma (UK) Limited (Registered number: 05981946)
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Balance Sheet
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31 December 2019
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31.12.19
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31.3.19
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Notes
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£
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£
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FIXED ASSETS
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Tangible assets
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7
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CURRENT ASSETS
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Debtors
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8
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Cash at bank
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CREDITORS
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Amounts falling due within one year
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9
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(
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(
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NET CURRENT ASSETS
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TOTAL ASSETS LESS CURRENT
LIABILITIES
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CREDITORS
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Amounts falling due after more than one
year
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10
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(
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DEFERRED TAXATION
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12
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(
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NET ASSETS
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CAPITAL AND RESERVES
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Called up share capital
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13
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Other reserves
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14
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Retained earnings
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14
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SHAREHOLDERS' FUNDS
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The financial statements were approved by the Board of Directors and authorised for issue on
signed on its behalf by:
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Axioma (UK) Limited (Registered number: 05981946)
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Statement of Changes in Equity
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for the Period 1 April 2019 to 31 December 2019
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Called up
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share
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Retained
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Other
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Total
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capital
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earnings
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reserves
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equity
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£
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£
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£
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£
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Balance at 1 April 2018
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Changes in equity
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Equity-settled share-based
payment
transactions
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117,735
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117,735
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Total comprehensive income
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-
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Balance at 31 March 2019
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Changes in equity
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Equity-settled share-based
payment
transactions
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317,575
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(317,575
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)
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-
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Total comprehensive income
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-
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Balance at 31 December 2019
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Axioma (UK) Limited (Registered number: 05981946)
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Cash Flow Statement
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for the Period 1 April 2019 to 31 December 2019
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Period
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1.4.19
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to
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Year Ended
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31.12.19
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31.3.19
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Notes
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£
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£
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Cash flows from operating activities
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Cash generated from operations
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19
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(
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Tax paid
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(
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(
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Net cash from operating activities
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(
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Cash flows from investing activities
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Purchase of tangible fixed assets
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(
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Net cash from investing activities
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(
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)
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Cash flows from financing activities
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Capital repayments in year
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(
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Net cash from financing activities
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(
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Increase/(decrease) in cash and cash equivalents
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(
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Cash and cash equivalents at beginning of
period
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20
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260,239
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Cash and cash equivalents at end of
period
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20
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201,909
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158,653
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Axioma (UK) Limited (Registered number: 05981946)
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Notes to the Financial Statements
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for the Period 1 April 2019 to 31 December 2019
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1.
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STATUTORY INFORMATION
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Axioma (UK) Limited is a
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registered number and registered office address can be found on the Company Information page.
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2.
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ACCOUNTING POLICIES
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Basis of preparing the financial statements
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Going concern
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The financial statements have been prepared on a going concern basis which the directors consider to be
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appropriate for the following reasons.
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As at 31 December 2019 the Company had net assets of £1.605m, net current assets of £1.548m and cash and
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cash equivalents of £0.202m. As at 31 December 2020, the Directors note that the Company had cash and cash
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equivalents of £0.248m. The Directors have prepared detailed cash flow forecasts for the 12 month period
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ending 31 December 2021 which indicate that, taking into account severe but plausible downsides, the Company
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expects to have sufficient cash reserves in that period.
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The Group operates under a model where it generates revenue from the provision of equity, risk and indexing
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services to its customers; the Company provides research services to the group to support its products. The
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Company is reliant on its parent company for revenues, the research services it provides are charged to the parent
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company at cost plus 5%. The Directors' assessment has taken into account group trading up to the point of
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signing these financial statements and to date group revenues have proved resilient. While the Directors expect
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the Group, and the Company to continue to generate revenues, the impact of Covid-19 has meant there is an
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element of uncertainty over predicting what will happen in the future.
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|
|
The Company has support from its parent company to continue to operate in the UK and it considers the UK an
|
|
important market with no current plans to exit the UK market. The parent company has indicated its intention to
|
|
provide continued financial and other support to the Company to the extent necessary to enable the Company to
|
|
continue to trade and meet their financial obligations for the foreseeable future and specifically for at least twelve
|
|
months from the date of approval of these financial statements. Having made enquiries of the parent entity the
|
|
Directors are satisfied that the parent entity has the ability, intent and economic rationale to continue to support
|
|
the Company. As with any company placing reliance on other group entities for financial support, the Directors
|
|
acknowledge that there can be no certainty that this support will continue although, at the date of approval of
|
|
these financial statements, they have no reason to believe that it will not do so.
|
|
|
On this basis, the Directors are confident that the Company will have sufficient funds to continue to meet its
|
|
liabilities as they fall due for at least 12 months from the date of approval of the financial statements and
|
|
therefore have prepared the financial statements on a going concern basis.
|
|
|
Other operating income
|
|
The Company has no turnover but instead has other operating income which comprises management fees
|
|
recharged to the parent company at cost plus 5%.
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
2.
|
ACCOUNTING POLICIES - continued
|
|
|
Tangible fixed assets
|
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. The |
company assesses at each reporting date whether tangible fixed assets are impaired. Depreciation is charged to |
the income statement on a reducing balance basis over the estimated useful lives of each part of an item of |
tangible fixed assets. Depreciation methods, useful lives and residual values are reviewed if there is an indication |
of a significant change since last annual reporting date in the pattern by which the company expects to consume |
an asset’s future economic benefits. Depreciation is provided at the following rates: |
|
- | Fixtures and fittings - 25% on reducing balance |
- | Computer equipment - 25% on reducing balance |
|
|
Cash and cash equivalents
|
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on |
demand and form an integral part of the company’s cash management are included as a component of cash and |
cash equivalents for the purpose only of the cash flow statement |
|
Trade and other debtors/creditors |
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and |
other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to |
initial recognition they are measured at amortised cost using the effective interest method, less any impairment |
losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example, if payment |
is deferred beyond normal business terms, then it is measured at the present value of future payments discounted |
at a market rate of instrument for a similar debt instrument. |
|
|
Taxation
|
Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive |
Income, except to the extent that it relates to items recognised in other comprehensive income or directly in |
equity. |
|
Current or deferred taxation assets and liabilities are not discounted. |
|
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or |
substantively enacted by the balance sheet date. |
|
|
Deferred tax
|
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance |
sheet date. |
|
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from |
those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that |
have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the |
timing difference. |
|
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they |
will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
2.
|
ACCOUNTING POLICIES - continued
|
|
|
Foreign currencies
|
Profit and loss account transactions in foreign currencies are translated into sterling at the exchange rate ruling at |
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies arc translated into |
sterling at the closing rates at the balance sheet date and the exchange differences are included in the profit and |
loss account. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are |
retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and |
liabilities that are measured in terms of historical cost in a foreign currency arc translated using the exchange rate |
at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are |
stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair |
value was determined. Foreign exchange differences arising on translation arc recognised in the profit and loss |
account (except for differences arising on the retranslation of qualifying cash flow hedges and items which arc |
fair valued with changes taken to other comprehensive income. which are recognised in other comprehensive |
income). |
|
|
Hire purchase and leasing commitments
|
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the |
lease. |
|
|
Employee benefits
|
|
Defined contribution plans and other long-term employee benefits |
A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions |
into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for |
contributions to defined contribution pension plans arc recognised as an expense in the profit and loss account in |
the periods during which services are rendered by employees. |
|
Share based payment |
Equity-settled share-based payments are measured at the fair value of the goods or services received when this |
can be estimated reliably. Market and non-vesting conditions are reflected in the initial measurement of fair value |
of the equity-settled share-based payment. There is no subsequent adjustment if these conditions are not satisfied. |
An estimate is made for the number of equity instruments for which service and non-market performance |
conditions are expected to be satisfied. This estimate is trued-up to the number ultimately satisfied. The fair |
value of a modification to the vesting conditions that is beneficial to the employee is accounted for over the |
modified vesting period; other modifications are ignored. Cancellations or settlement of equity-settled |
share-based payments are treated as an acceleration of vesting; any remaining charge is recognised immediately. |
Cash-settled share-based payment transactions are measured at the fair value of the liability incurred. This |
liability is remeasured until the award is settled. Movements are recognised in profit or loss. A share-based |
payment transaction when the entity has a choice of settlement is treated as an equity-settled share-based |
payment unless the choice of settlement in equity instruments has no commercial substance or the entity has a |
past practice or stated policy of settling in cash. When the counter party has the choice of settlement, a |
share-based payment transaction is treated as a cash-settled share-based payment unless there is no commercial |
substance to the cash settlement offer. |
|
3.
|
EMPLOYEES AND DIRECTORS
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Wages and salaries
|
|
|
|
|
|
|
Social security costs
|
|
|
|
|
|
|
Other pension costs
|
|
|
|
|
|
|
|
|
|
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
3.
|
EMPLOYEES AND DIRECTORS - continued
|
|
|
The average number of employees during the period was as follows:
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
|
|
Directors
|
2
|
|
2
|
|
|
|
Customer experience
|
22
|
|
18
|
|
|
|
Engineering
|
15
|
|
12
|
|
|
|
Operations
|
8
|
|
8
|
|
|
|
Product solutions
|
6
|
|
7
|
|
|
|
Sales
|
14
|
|
10
|
|
|
|
|
|
|
|
|
During the year, there was a vesting of open stock options for £12,993,724 . This expense was recharged to |
Axioma Inc as part of the normal cost plus agreement and makes up part of operating income. |
|
4.
|
DIRECTORS' EMOLUMENTS
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Directors' remuneration
|
|
|
|
|
|
|
Directors' pension contributions to money purchase schemes
|
|
|
|
|
|
|
|
The number of directors to whom retirement benefits were accruing was as follows:
|
|
|
Money purchase schemes
|
|
|
|
|
|
|
|
|
|
|
Information regarding the highest paid director is as follows:
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Emoluments etc
|
|
|
|
|
|
|
Pension contributions to money purchase schemes
|
|
|
|
|
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
5.
|
OPERATING PROFIT
|
|
|
The operating profit is stated after charging:
|
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Hire of plant and machinery
|
|
|
|
|
|
|
Other operating leases
|
|
|
|
|
|
|
Depreciation - owned assets
|
|
|
|
|
|
|
Auditors' remuneration
|
|
|
|
|
|
|
Foreign exchange differences
|
|
|
|
|
|
|
6.
|
TAXATION
|
|
|
Analysis of the tax charge
|
|
The tax charge on the profit for the period was as follows:
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Current tax:
|
|
UK corporation tax
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
(
|
)
|
|
|
Tax on profit
|
|
|
|
|
|
|
|
Reconciliation of total tax charge included in profit and loss
|
|
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is
|
|
explained below:
|
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Profit before tax
|
|
|
|
|
|
|
Profit multiplied by the standard rate of corporation tax in the UK of
(2019 -
|
|
|
|
|
|
|
|
Effects of:
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
|
|
Capital allowances in excess of depreciation
|
(
|
)
|
(
|
)
|
|
|
Deferred tax
|
32,870
|
|
(9,221
|
)
|
|
|
Total tax charge
|
189,088
|
|
120,598
|
|
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
6.
|
TAXATION - continued
|
|
A reduction in the UK corporation tax rate from 19% to 17% (effective 1 April 2020) was substantively enacted |
on 6 September 2016. The March 2020 Budget announced that a rate of 19% would continue to apply with effect |
from 1 April 2020, and this change was substantively enacted on 17 March 2020. This will increase the |
company's future current tax charge accordingly and increase the deferred tax liability. |
|
7.
|
TANGIBLE FIXED ASSETS
|
|
Fixtures
|
|
|
and
|
|
Computer
|
|
|
fittings
|
|
equipment
|
|
Totals
|
£
|
£
|
£
|
|
|
COST
|
|
At 1 April 2019
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
At 31 December 2019
|
|
|
|
|
|
|
|
|
DEPRECIATION
|
|
At 1 April 2019
|
|
|
|
|
|
|
|
|
Charge for period
|
|
|
|
|
|
|
|
|
At 31 December 2019
|
|
|
|
|
|
|
|
|
NET BOOK VALUE
|
|
At 31 December 2019
|
|
|
|
|
|
|
|
|
At 31 March 2019
|
|
|
|
|
|
|
|
|
8.
|
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
Other debtors
|
|
|
|
|
|
|
VAT
|
|
|
|
|
|
|
Prepayments
|
|
|
|
|
|
|
|
|
|
|
|
The amounts owed by group undertakings are not interest bearing. The loan is repayable on demand. |
|
9.
|
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Hire purchase contracts (see note 11)
|
|
|
|
|
|
|
Trade creditors
|
|
|
|
|
|
|
Tax
|
|
|
|
|
|
|
Social security and other taxes
|
|
|
|
|
|
|
Other creditors
|
|
|
|
|
|
|
|
|
|
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
10.
|
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
|
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Hire purchase contracts (see note 11)
|
|
|
|
|
|
|
11.
|
LEASING AGREEMENTS
|
|
|
Minimum lease payments fall due as follows:
|
|
|
Hire purchase contracts
|
|
|
31.12.19
|
|
31.3.19
|
|
£
|
£
|
|
|
Net obligations repayable:
|
|
Within one year
|
|
|
|
|
|
|
Between one and five years
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cancellable
|
|
|
operating leases
|
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Within one year
|
|
|
|
|
|
|
Between one and five years
|
|
|
|
|
|
|
|
|
|
|
|
|
The company signed a lease agreement in 2018 whereby a monthly membership fee of £81,350 will be payable
|
|
every month for the period 1 April 2019 to 31 March 2021.
|
|
12.
|
DEFERRED TAXATION
|
|
31.12.19 | 31.3.19 |
£ | £ |
Deferred tax (liability)/asset | (10,701 | ) | 22,184 |
|
Deferred tax |
At 01 April 2019 | 22,184 |
Accelerated capital allowances | 22,367 |
Share based payment | (60,338 | ) |
Other temporary timing differences | 5,086 |
At 31 December 2019 | (10,701 | ) |
|
13.
|
CALLED UP SHARE CAPITAL
|
|
|
|
Allotted, issued and fully paid:
|
|
Number:
|
Class:
|
Nominal
|
31.12.19
|
|
31.3.19
|
|
value:
|
£
|
£
|
|
|
|
Ordinary
|
$1
|
10,514
|
|
10,514
|
|
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
13.
|
CALLED UP SHARE CAPITAL - continued
|
|
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to |
one vote per share at meetings of the company. |
|
14.
|
RESERVES
|
|
Retained
|
|
Other
|
|
|
earnings
|
|
reserves
|
|
Totals
|
£
|
£
|
£
|
|
|
|
At 1 April 2019
|
|
|
|
|
1,000,682
|
|
|
|
Profit for the period
|
|
|
-
|
|
|
|
|
|
Equity-settled share-based
payment
transactions
|
317,575
|
|
(317,575
|
)
|
-
|
|
|
|
At 31 December 2019
|
|
|
|
|
1,594,928
|
|
|
|
During the year, there was a vesting of open stock options for £12,993,724 . This expense was recharged to |
Axioma Inc as part of the normal cost plus agreement and makes up part of operating income. |
|
Profit and loss account includes all current and prior period retained profits and loss, all of which are |
distributable reserves. Share options reserve represents fair value charge of the share options for the year, |
granted in previous years. |
|
15.
|
RELATED PARTY DISCLOSURES
|
|
|
All of the income received by the company (£
on behalf
of the company.
|
|
|
As at 31 December 2019 £3,017,424 (2019 - £4,203,494) was owed to the company by various group entities as
|
|
follows:
|
|
|
|
31.12.19
|
|
|
31.3.19
|
|
|
|
|
£
|
|
|
£
|
|
|
|
|
|
|
|
|
|
4,152,581
|
|
|
|
|
|
|
|
|
29,424
|
|
|
|
|
|
|
|
|
20,673
|
|
|
|
|
|
|
|
|
816
|
|
|
|
|
3,017,424
|
|
|
4,203,494
|
|
|
|
|
Total compensation of key management personnel including the directors in the year amounted to £
(2019: £
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
16.
|
POST BALANCE SHEET EVENTS
|
|
On 11 March 2020, the World Health Organisation declared a global pandemic related to the novel Coronavirus |
(COVID-19), which continues to spread throughout the United Kingdom and globally. The pandemic is creating |
disruption in the economy, including supply chains, production, and sales across various industries. The impact |
on Axioma's operations and financial performance will depend on the duration and extent of the pandemic, which |
include the impact on the Group's customers, vendors and employees. Therefore, the extent to which the |
COVID-19 pandemic may impact the Group and Company's financial positions or results of operations is |
uncertain at this time. |
|
The Company has evaluated subsequent events up to the date of issuance of these financial statements, and has |
determined that there are no other items to disclose. |
|
17.
|
CONTROLLING PARTY
|
|
|
|
|
|
The Company is a subsidiary undertaking of
Company are consolidated is that headed by
smallest group in which they are consolidated is that headed by
obtained from
https://www.deutsche-boerse.com/dbg-en/investor-relations/financial-reports.
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
18.
|
SHARE-BASED PAYMENT TRANSACTIONS
|
|
Under the 2000 and 2010 Stock Plan, key and selected employees of the company have been granted share |
options in the company’s ultimate parent undertaking. The first options were granted on the 20 July 2006 and |
options have continued to be granted on a regular basis thereafter. The options vest over 4 years and vested |
options can be exercised at any time up to a period of 10 years from the grant date. Shares granted under the |
Long Term Incentive Plan (LTIP) has also been included in the below information. |
|
The terms and conditions of the grants are as follows: |
|
Grant date |
|
Method of
settlement |
|
Number of
instruments |
|
Contractual life of
options |
|
Expiry date |
May 2011 | Equity | 12,325 | 10 years | May 2021 |
Sep 2011 | Equity | 75,000 | 10 years | Sep 2021 |
Apr 2012 | Equity | 40,338 | 10 years | Apr 2022 |
Aug 2013 | Equity | 36,900 | 10 years | Aug 2023 |
Aug 2014 | Equity | 25,800 | 10 years | Aug 2024 |
Dec 2014 | Equity | 110,000 | 10 years | Dec 2024 |
Feb 2015 | Equity | 20,000 | 10 years | Feb 2025 |
May 2015 | Equity | 25,500 | 10 years | May 2025 |
Oct 2015 | Equity | 35,000 | 10 years | Oct 2025 |
Aug 2016 | Equity | 25,000 | 10 years | Aug 2026 |
Nov 2016 | Equity | 30,000 | 10 years | Nov 2026 |
Dec 2016 | Equity | 20,000 | 10 years | Dec 2026 |
Mar 2017 | Equity | 50,000 | 10 years | Mar 2027 |
Aug 2017 | Equity | 15,000 | 10 years | Aug 2027 |
May 2018 | Equity | 75,000 | 10 years | May 2028 |
July 2018 | Equity | 90,000 | 10 years | July 2028 |
|
The vesting of the above options is dependent on continued employment by the holder. |
|
Additionally, a restricted stock award representing 21,425 shares was granted to an employee under Long Term |
Incentive Plan (LTIP) which vest over 4 years and are dependent on continued employment by the holder. |
|
The number and weighted average exercise prices of the share options are as follows: |
|
Weighted average Exercise price |
|
No of options |
|
Weighted
average Exercise price |
|
No of options |
|
31 December
2019 |
|
31 December
2019 |
|
31 March 2019 |
|
31 March
2019 |
|
Outstanding at the beginning
of the year |
6.94 |
|
685,863 |
|
6.24 |
|
597,113 |
Forfeited during the year | 6.94 | (111,250 | ) | 10.06 | (45,000 | ) |
Exercised during the year | 6.94 | (574,613 | ) | 6.68 | (31,250 | ) |
Expired during the year | - | - | - | - |
Granted during the year | - | - | 10.32 | 165,000 |
Outstanding at the end of the
year |
- |
|
- |
|
6.94 |
|
685,863 |
Exercisable at the end of the
year |
|
- |
|
320,363 |
|
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
SHARE BASED PAYMENT TRANSACTIONS (continued) |
|
The fair value of services received in return for share options granted is measured by reference to the fair value |
of share options granted. The fair value of the employee share options is measured using the Black Scholes |
model which is accepted as the industry standard for this exercise. |
|
The expected volatility has been calculated by comparison to six quoted companies in the same industry and |
based on daily returns observed for the four-year period ended 31 March 2019. Management has estimated four |
years as a possible time to liquidity. The final volatility was calculated using two of the companies which are |
most similar to Axioma Inc. and adjusted by 5% to reflect the small and more risky nature of Axioma Inc. |
|
The total expenses recognised for the year and the total liabilities recognised at the end of the year arising from |
share based payments are as follows: |
|
|
31 December
2019 |
|
31 March
2019 |
£ | £ |
Total share based payment expense | - | 117,735 |
Total carrying amount of liabilities | - | 22,370 |
|
As a result of the change in ownership on September 13 2019, vested share options were exercised, any |
unexercised or unvested share options were forfeited by employees. There were no open share options at the end |
of the year. |
|
19.
|
RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
|
|
Period
|
|
|
1.4.19
|
|
|
to
|
Year Ended
|
|
31.12.19
|
|
31.3.19
|
£
|
£
|
|
|
Profit before taxation
|
|
|
|
|
|
|
Depreciation charges
|
|
|
|
|
|
-
|
|
117,735
|
|
|
793,507
|
|
619,782
|
|
|
|
Decrease/(increase) in trade and other debtors
|
|
|
(
|
)
|
|
|
(Decrease)/increase in trade and other creditors
|
(
|
)
|
|
|
|
|
Cash generated from operations
|
|
|
(
|
)
|
|
|
Axioma (UK) Limited (Registered number: 05981946)
|
|
|
|
Notes to the Financial Statements - continued
|
|
|
for the Period 1 April 2019 to 31 December 2019
|
|
|
20.
|
CASH AND CASH EQUIVALENTS
|
|
|
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these
|
|
Balance Sheet amounts:
|
|
|
Period ended 31 December 2019
|
|
31.12.19
|
|
1.4.19
|
£
|
£
|
|
|
Cash and cash equivalents
|
201,909
|
|
158,653
|
|
|
|
Year ended 31 March 2019
|
|
31.3.19
|
|
1.4.18
|
£
|
£
|
|
|
Cash and cash equivalents
|
158,653
|
|
260,239
|
|
|
|
|
21.
|
ANALYSIS OF CHANGES IN NET FUNDS
|
|
|
Other
|
|
|
non-cash
|
|
|
At 1.4.19
|
Cash flow
|
changes
|
At 31.12.19
|
£
|
£
|
£
|
£
|
|
|
Net cash
|
|
|
Cash at bank
|
158,653
|
|
43,256
|
|
201,909
|
|
|
158,653
|
|
|
|
201,909
|
|
|
|
Debt
|
|
Finance leases
|
-
|
|
1,491
|
|
(24,061
|
)
|
(22,570
|
)
|
|
-
|
|
1,491
|
|
(24,061
|
)
|
(22,570
|
)
|
|
|
Total
|
158,653
|
|
44,747
|
|
(24,061
|
)
|
179,339
|
|
|