Company registration number 09349168 (England and Wales)
AGORA-DIRECT LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
AGORA-DIRECT LIMITED
COMPANY INFORMATION
Directors
M Nowatzki
A S H Din
T J Ahmad
Company number
09349168
Registered office
5 Prospect Place
Millennium Way
Pride Park
Derby
DE24 8HG
Accountants
Ashgates Corporate Services Limited
5 Prospect Place
Millennium Way
Pride Park
Derby
DE24 8HG
AGORA-DIRECT LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Accountants' report
5
Statement of income and retained earnings
6
Balance sheet
7
Statement of cash flows
8
Notes to the financial statements
9 - 14
AGORA-DIRECT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the year ended 31 December 2022.
Fair review of the business
The company has had a difficult year with turnover reducing after several years of increase.
However, the business is still well placed for significant future growth once the effects of Covid and Brexit are behind us. The directors remain optimistic about the future opportunities and hope that growth will be back on track during 2023 and beyond.
Key performance indicators
Capital adequacy is monitored monthly. Regulatory Capital requirements have been met for the majority of the financial year, including at the year end date of 31 December 2022.
The company's key financial and other performance indicators during the year were as follows:
Financial KPI's
Unit
2022
2021
Turnover
£
31,914
36,312
Loss before taxation
£
(11,118)
(8,443)
Net current assets
£
22,275
32,593
Objectives and policies
The Company is an introducing broker introducing retail clients to Interactive Brokers UK Ltd. and receives commissions for its services. All decision-making underlies the principal of the respectable merchant.
Principal risks and uncertainties
It is the responsibility of senior management to consider the risks facing the business and put in place measures to mitigate their impact. We have adopted the FCA model of breaking risk down into three broad sub-headings for risk: business, controls and oversight & governance. We have created a structure to ensure that these are considered and regularly reviewed.
At Agora-Direct Limited we will review each quarter the risk approach of the firm to identify new issues and any trends from the management information. Additionally, we have a retained compliance consultant who will assist us to monitor key concerns of the FCA. Key to our work in this area is maintaining the good reputation of the business.
Market Risk
The company is in risk of competition.
Credit Risk
Hike in interest rates creating cash flow issues – own business and third parties – also impact on attractiveness of pricing.
Operational Risk
Process not delivering expected outcome. Language and distance under passporting.
Product Risk
Not delivering expected return on our investment.
Regulatory Risk
Complexity and change in regulation. Failure to fulfil AML or other obligations.
Environmental Risk
Legislative or taxation change.
AGORA-DIRECT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Counterparty Risk
Failure of third party to deliver service. End of relationship with major source of new business.
Prudential Risk
Unexpected call on resources may raise capital adequacy or liquidity concerns.
Reputational Risk
Complaints or litigation having negative impact on profile of the firm.
M Nowatzki
Director
Date: .............................................
AGORA-DIRECT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company is to offer introducing brokerage services in equity and derivative products to retail clients. The company has been authorised to carry out its business by the Financial Conduct Authority since 2015.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M Nowatzki
A S H Din
T J Ahmad
Approved by the board and signed on its behalf by
M Nowatzki
Director
13 April 2023
AGORA-DIRECT LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
AGORA-DIRECT LIMITED
REPORT TO THE DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY ACCOUNTS OF AGORA-DIRECT LIMITED
- 5 -
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Agora-Direct Limited for the year ended 31 December 2022 which comprise the statement of income and retained earnings, the balance sheet, the statement of cash flows and the related notes from the company’s accounting records and from information and explanations you have given us.
As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at https://www.accaglobal.com/gb/en/member/standards/rules-and-standards/rulebook.html.
This report is made solely to the Board of Directors of Agora-Direct Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Agora-Direct Limited and state those matters that we have agreed to state to the Board of Directors of Agora-Direct Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at https://www.accaglobal.com/content/dam/ACCA_Global/Technical/fact/technical-factsheet-163.pdf. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Agora-Direct Limited and its Board of Directors as a body, for our work or for this report.
It is your duty to ensure that Agora-Direct Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Agora-Direct Limited. You consider that Agora-Direct Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Agora-Direct Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Ashgates Corporate Services Limited
5 Prospect Place
Millennium Way
Pride Park
Derby
DE24 8HG
13 April 2023
AGORA-DIRECT LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
2022
2021
Notes
£
£
Turnover
4
31,914
36,312
Administrative expenses
(43,031)
(44,517)
Operating loss
5
(11,117)
(8,205)
Interest payable and similar expenses
8
(1)
(238)
Loss before taxation
(11,118)
(8,443)
Tax on loss
9
Loss for the financial year
(11,118)
(8,443)
Retained earnings brought forward
(59,074)
(50,631)
Retained earnings carried forward
(70,192)
(59,074)
AGORA-DIRECT LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 7 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
10
1,533
2,333
Current assets
Debtors
11
5,081
5,522
Other financial assets
12
26,122
31,301
Cash at bank and in hand
3,435
2,985
34,638
39,808
Creditors: amounts falling due within one year
13
(12,363)
(7,215)
Net current assets
22,275
32,593
Net assets
23,808
34,926
Capital and reserves
Called up share capital
15
94,000
94,000
Profit and loss reserves
16
(70,192)
(59,074)
Total equity
23,808
34,926
For the financial year ended 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 13 April 2023 and are signed on its behalf by:
M Nowatzki
Director
Company Registration No. 09349168
AGORA-DIRECT LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
1
(955)
(23,287)
Investing activities
Purchase of tangible fixed assets
(2,400)
Net cash used in investing activities
-
(2,400)
Financing activities
Interest paid
(1)
(238)
Net cash used in financing activities
(1)
(238)
Net decrease in cash and cash equivalents
(956)
(25,925)
Cash and cash equivalents at beginning of year
2,985
29,573
Effect of foreign exchange rates
1,406
(663)
Cash and cash equivalents at end of year
3,435
2,985
AGORA-DIRECT LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
1
Cash absorbed by operations
2022
2021
£
£
Loss for the year after tax
(11,118)
(8,443)
Adjustments for:
Finance costs
1
238
Depreciation and impairment of tangible fixed assets
800
67
Foreign exchange gains
(1,406)
663
Movements in working capital:
Decrease/(increase) in other financial assets
5,179
(16,310)
Decrease/(increase) in debtors
441
(330)
Increase in creditors
5,148
828
Cash absorbed by operations
(955)
(23,287)
2
Analysis of changes in net debt
2022
£
Opening net funds
Cash at bank and in hand
2,985
Changes in net debt arising from:
Cash flows of the entity
(956)
Changes in market value and exchange rates
1,406
Closing net funds as analysed below
3,435
Closing net funds
Cash at bank and in hand
3,435
3
Accounting policies
Company information
Agora-Direct Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG.
The principal place of business is Derby.
3.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.
AGORA-DIRECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Accounting policies
(Continued)
- 10 -
3.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
3.3
Turnover
Turnover comprises the commission received by the company, and this is recognised, net of rebates, claw-backs and discounts, when the transaction is completed and the broker has recorded the commission as due and payable to the company.
3.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
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 bases:
Computer equipment
33% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
3.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
3.6
Financial instruments
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
3.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
AGORA-DIRECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Accounting policies
(Continued)
- 11 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
3.8
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 stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
3.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
4
Turnover
An analysis of the company's turnover is as follows:
2022
2021
£
£
Turnover analysed by class of business
Commissions receivable (non-regulated income)
31,573
36,312
Commissions receivable (regulated income)
341
-
31,914
36,312
5
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(1,406)
663
Depreciation of owned tangible fixed assets
800
67
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Administration department
3
3
AGORA-DIRECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
6
Employees
(Continued)
- 12 -
Their aggregate remuneration comprised:
2022
2021
£
£
Wages and salaries
17,500
19,200
Social security costs
195
Pension costs
99
119
17,599
19,514
7
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
17,500
19,200
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2021 - 1).
The directors are considered to be the key management of the business.
8
Interest payable and similar expenses
2022
2021
£
£
Other interest payable
1
238
9
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£
£
Loss before taxation
(11,118)
(8,443)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(2,112)
(1,604)
Tax effect of expenses that are not deductible in determining taxable profit
(2)
Unutilised tax losses carried forward
1,960
2,049
Effect of capital allowances and depreciation
152
(443)
Taxation charge for the year
-
-
AGORA-DIRECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
10
Tangible fixed assets
Computer equipment
£
Cost
At 1 January 2022 and 31 December 2022
2,400
Depreciation and impairment
At 1 January 2022
67
Depreciation charged in the year
800
At 31 December 2022
867
Carrying amount
At 31 December 2022
1,533
At 31 December 2021
2,333
11
Debtors
2022
2021
Amounts falling due within one year:
£
£
Other debtors
499
42
Prepayments and accrued income
4,582
5,480
5,081
5,522
12
Current asset investments
2022
2021
£
£
Other financial assets
26,122
31,301
13
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
5,750
2,806
Taxation and social security
147
148
Other creditors
2,050
Accruals and deferred income
4,416
4,261
12,363
7,215
AGORA-DIRECT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
14
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
99
119
The company 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.
15
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
94,000
94,000
94,000
94,000
Ordinary shares have the following rights, preferences and restrictions:
Each share has full rights in the company with respect to voting, dividends and distributions.
16
Profit and loss reserves
Profit and loss account
The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.
17
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2022
2021
£
£
Within one year
2,016
Between two and five years
3,360
5,376
18
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Interest free loan repayable on demand
-
42
6,459
(8,552)
(2,051)
42
6,459
(8,552)
(2,051)
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