1
Aquis Exchange PLC Report and Accounts 2024
Report & Accounts
2024
1
Aquis Exchange PLC Report and Accounts 2024
Introduction
2
Highlights of the Year 2024
4
Group at a Glance
6
Chairman’s Statement
9
Chief Executive’s Report
Strategic Report
12
Strategic Report
33
Directors’ Report
40
Board of Directors and Management Team
44
Audit, Risk, and Compliance Committee Report
46
Nomination and Remuneration Committee Report
47
Directors’ Nomination and Remuneration Report
50
Directors’ Remuneration Policy
Financial Statements
66
Independent Auditor’s Report to the Members of Aquis Exchange PLC
76
Consolidated and company statements of comprehensive income
77
Consolidated and company statements of financial position
78
Consolidated statement of changes in equity
79
Company statement of changes in equity
80
Consolidated and company statements of cash flows
Notes to the Financial Statements
82
Notes to the Financial Statements
Contents
2
Aquis Exchange PLC Report and Accounts 2024
Gross Revenue
Adjusted Profit Before Tax*
Basic (Loss) / Earnings per Share
(2023: £23.7 m)
(2023: £5.2m)
(2023: 19p)
(2023: 19p)
(2023: £22.7m)
(2023: £5.2m)
Net Revenue
(Loss) / Profit Before Tax
Diluted (Loss) / Earnings per Share
Highlights of the year 2024
23.8
1.1
(9)
(9)
20.1
(2.2m)
£
£
£
£
m
m
m
p
p
*Alternative Performance Measures have been used to ensure comparability of financial information between
reporting periods. These financial reporting procedures have been described in further detail on page 22 of the
Strategic Report.
3
Aquis Exchange PLC Report and Accounts 2024
A year of consolidation
Despite continuing macroeconomic challenges,
Aquis continued to execute on an ambitious strategy,
achieving key milestones in all divisions.
Increasing market share
The launch of conditional orders early in 2024 and
subsequent fast growth in use of the product helped
contribute to an increased market share for the year,
up 0.25% on 2023.
Technology pipeline continues to improve
Continued interest in Aquis Technologies’ pioneering
exchange technology, with a strong late-stage sales
pipeline including several national exchanges.
Rising levels of trading and fundraising on the Aquis
Stock Exchange
Aquis Stock Exchange delivered strong growth in
trading volumes along with the highest levels of
secondary fundraising since acquisition, despite the
continuing UK-wide depressed levels of primary listings.
Market data grows
Further growth in market data revenues, following a
full year of member data fees and the onboarding of 5
new clients.
Recommended Cash Offer for Aquis Exchange by SIX
Group AG
During the period, the boards of SIX and Aquis
were pleased to announce that they have reached
agreement on the terms of a Recommended Cash
Offer (“the Recommended Offer”) for the entire issued
and to be issued ordinary share capital of Aquis. More
information on the Recommended Offer is available at
www.aquis.eu/investors/offer-documentation.
4
Aquis Exchange PLC Report and Accounts 2024
Group at a Glance
Aquis Exchange PLC
is Europe’s challenger
exchange, creating better
markets for a modern
economy.
Net revenues (£m)
2018
£0
£5
£10
£15
£20
£25
2019
2020
2021
2022
2023
2024
Markets
Technologies
Data
AQSE
Revenues since IPO
INTRODUCTION
5
Aquis Exchange PLC Report and Accounts 2024
data
Aquis Markets operates lit and dark order
books, covering 16 European markets.
For its lit books, Aquis uses a subscription
pricing model which works by charging
users according to the message traffic they
generate, rather than a percentage of the
value of each stock that they trade.
Aquis Stock Exchange (AQSE) is a stock
market providing primary and secondary
markets for equity and debt products. It
is authorised as a Recognised Investment
Exchange, which allows it to operate a
regulated listings venue. The Aquis Growth
Market is divided into two segments, ‘Access’
and ‘Apex’, with different levels of admission
criteria. The Access market focuses on earlier
stage growth companies, while Apex is the
intended market for larger, more established
businesses.
Aquis Technologies is the software and
technology division of Aquis. It focuses on
building better markets via the creation and
licensing of cutting-edge, cost-effective
exchange infrastructure technology and
services, including matching engine and
trade surveillance solutions.
Aquis Data generates revenue from the sale
of data derived from Aquis Markets and
Aquis Stock Exchange.
6
Aquis Exchange PLC Report and Accounts 2024
Chair’s Statement
It was with great pleasure that I assumed the
role of Chair of Aquis Exchange PLC (AQXE) in
2024, and I am pleased to be reporting a year
of strategic progress.
Thank you to my predecessor, Glenn Collinson,
for his prior leadership of the Board.
During 2024, Aquis benefited from the diversified
nature of its businesses, with key milestones reached
across all divisions and significant progress made
towards strategic objectives, despite the continued
challenges of the economic and markets backdrop.
Overall, gross revenue remained flat at £23.8m,
with net revenues decreasing due to increased credit
provisions against two technology contracts as well
as the non-renewal of a contract with a start-up
exchange.
Overview
2024 was an important year for Aquis, as we continued
to facilitate and operate better markets for a modern
economy in the UK and across Europe. The Group
continued to make progress, underpinned by strategic
development in each of our four business activities:
Markets, Technology, Data and the Aquis Stock
Exchange. The strategic progress of the business is
particularly noteworthy given the difficult conditions
which the economic and markets environments have
faced since 2021, which showed little improvement over
the period.
Gross revenue for the year was broadly flat with
a 0.3% increase on 2023 to £23.8m and adjusted
profit before tax falling to £1.1m. Building on 2023
performance, strategic milestones were met across
all divisions and revenue was particularly strong in
Aquis Markets, with increasing contributions from
the Aquis dark pool (AMP) and the new conditional
order type, as well as increased revenue from market
data following a full year of charging members. We
continued to develop our presence in Europe and
enhance client relationships within the EU 27 markets.
Board and Governance
Jonathan Clelland retired from the Board in April 2024,
as planned and previously announced in the 2023
report. Glenn Collinson stepped down from the Board
for personal reasons in November 2024, at which point
I was appointed to the position of Chair. Following
this change, I stepped down from the Audit, Risk &
Compliance Committee and Ruth Wandhöfer joined
the Nominations and Remuneration Committee.
In February 2025, Chief Executive Alasdair Haynes
made the decision to step away from full-time running
of the business due to health reasons. I would like
to take this opportunity to thank Alasdair for the
enthusiasm and vision with which he founded Aquis
and led the company for 13 years, and I am delighted
to have Alasdair remaining with Aquis as the Group
President and on the Board as a Non-Executive
Director. The Board was pleased to appoint David
Stevens, the Group's prior Chief Operating Officer
(COO), into the CEO role and to see the positive
reception by the broader business. In addition to his
role as Chief Financial Officer, Richard Fisher has
assumed the role of COO.
We believe the Board is scaled appropriately to meet
the opportunities ahead, however, we will continue to
monitor closely the skills and experience of the Board
to ensure that we are able to steer the business to
continue to deliver on all aspects of its strategy.
INTRODUCTION
7
Aquis Exchange PLC Report and Accounts 2024
Culture, Stakeholder Engagement and Section 172
Duties
The Board continued its engagement with key
stakeholders, particularly focusing on employees and
shareholders.
Executive management meet with the key shareholders
at appropriate times during the year and provide
feedback to the Board, and I, and previously Glenn
Collinson, and the Chair of the Nomination &
Remuneration Committee continued, where possible,
to engage with shareholders through one-on-one
meetings.
Shareholders have been appreciative of these
meetings and feedback is provided to the Board in
both written and verbal updates.
Aquis promotes a positive and inclusive culture. Team
meetings and Group briefings are held on a regular
basis to ensure all personnel are informed of the
Group’s performance and key strategic objectives
and goals. Staff are encouraged to contribute to a
monthly employee engagement pulse survey, which
allows employees to provide feedback in confidence,
the results of which were consistently positive during
the year. The Executive team develops an action plan
to address the key areas highlighted with particular
emphasis on our core values, listed later in this report,
and on investing further in employee training and
career development.
Environment, Social and Corporate Responsibility
From the outset, Aquis has been committed
to improving the efficiency of markets through
transparency and innovation. In addition, we aim
to stimulate growth in the economy by listening
to the needs of issuers and creating a supportive,
fair and low-cost environment for capital raisers to
list instruments, particularly for innovative young
companies. These initiatives have wide corporate and
social benefits in addition to helping to build Aquis'
business.
We continue to make progress on our ESG plans by
measuring our carbon footprint and have set a target
to reduce our environmental impact. In addition, we
continued our financial literacy community project and
increased our staff engagement efforts, reflecting the
continued growth of the organisation. Details of these
initiatives and workplace culture award recognition
are set out in the Strategic Report on p18.
Our Board in 2025 comprises three women and five
men. We will continue to build the best teams at Aquis
irrespective of peoples' gender, religion, ethnicity or
any other factor that is not relevant to the job in hand.
We use the Gender Pay Gap measure as an objective
way of measuring the level of female seniority in the
company. We remain committed to further improving
the measure of female seniority; in 2024 this was 16%
on base salary and 19% on base salary plus annual
bonus, an improvement on 20% and 23% respectively
last year. Our target remains to be materially better
than the average in UK financial services (25.1%) on
this measure.
8
Aquis Exchange PLC Report and Accounts 2024
The Recommended Offer
On 11 November 2024, we were pleased to announce
that Aquis had reached agreement with SIX Exchange
Group AG (“SIX”) on the terms of a recommended
cash offer to be made by SIX to acquire the whole of
the issued and to be issued share capital of Aquis (the
“Recommended Offer”), to be implemented by way of
a court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 (the “Scheme”).
The Scheme Document can be viewed at
www.aquis.eu/investors/offer-documentation
The Scheme remains subject to the satisfaction (or
waiver, where applicable) of certain conditions,
including the receipt of certain regulatory approvals
and subsequent sanction of the Scheme by the High
Court of Justice; full details of the conditions can be
found in Part III of the Scheme Document. Presently,
Aquis has obtained all of the approvals required
to satisfy the antitrust conditions. The remaining
conditions, which relate to regulatory approvals, are
expected to be satisfied in Q2 2025, and the Scheme
remains expected to become effective in Q2 2025 and,
in any event, prior to 11 November 2025.
Following satisfaction of the outstanding regulatory
conditions, an updated timeline with expected
principal dates will be notified to shareholders by
announcement through the Regulatory News Service.
Our focus for the year ahead
We are confident that we have the resources and
technology to support further growth across all our
business activities and we will continue to invest in
order to maintain this trajectory.
Deirdre Somers
Chair
Chair’s Statement (contd.)
9
Aquis Exchange PLC Report and Accounts 2024
2024 was a year of strategic progress for Aquis
with gross revenues of £23.8m, a 0.3% increase
on 2023.
Chief Executive’s Report
Overview
This strategic progress was achieved despite continuing
economic headwinds throughout the year, and factors
like political change (both in the UK and abroad),
interest and inflation rates impacting on market
conditions and primary market issuances.
Adjusted profit before tax decreased by £4.1m to £1.1m
due to increased credit provisions against two technology
contracts as well as the non-renewal of a contract with a
start-up exchange.
However, Aquis benefited from the diversified product
offerings of its four divisions, with growth in the Markets
and Data divisions offsetting a flat year for the Aquis Stock
Exchange and a decline in revenues for the Technologies
division following a strong 2023 and the adjustment in
ECL provisions. All four divisions made significant progress
against the strategy over the period, and I am pleased
with the trajectory of each and continued strength of our
principal business activities.
Aquis' balance sheet remains strong and the business is
well-capitalised for future opportunities.
Aquis Markets
Over the period, the secondary market multilateral
trading facility ("MTF") platforms operated by the
Group in London and Paris continued to grow despite
challenging economic and regulatory conditions,
underpinning the resilience of the subscription model.
Divisional revenue increased to £11.8m, up 7.8%.
Aquis had a 5.11% share of total trading on exchange
in 2024, and ended December with a market share of
5.22%: a 0.25% increase year-on-year.
In early 2024, we launched conditional orders and
subsequently saw significant growth in this product
over the course of the year. It now has 10 users and set
an all time record average daily value in November
2024 of €72m.
Throughout the year, we made enhancements to the
existing Auction on Demand product and continued to
see high trading volumes in the Market at Close ('MaC'),
with a new record MaC ADV of €769m set in June 2024.
An increase to the MTF stock universe now allows clients
to trade more than 6,500 stocks and ETFs across 16
European markets, and members are also now able to
use OptimX blotter scraping functionality.
Aquis Technologies
Aquis Technologies, where Aquis licenses its leading
exchange related technology to a variety of international
financial services clients across different asset classes,
saw a decline in net revenue over the period by 74.9% (to
£1.6m) following a strong 2023, due to increased credit
provisions against two technology contracts as well as the
non-renewal of a contract with a start-up exchange.
In accordance with Aquis' accounting policies,
management increased its ECL provisions in respect of
two existing technology clients, reflecting a heightened
credit risk. Aquis remains focused on diversifying its
technology client mix and there was strong growth in the
division's contract pipeline over the period - increasing
materially to stand at record levels. The division's client
profile continues to strengthen, with more than half of the
prospects being national exchanges or central banks.
The division signed one new contract during the period,
renewed one contract and saw one non-renewal of an
existing contract.
The profile and awareness of Aquis Technologies also
continues to rise, and the division was awarded Best
Matching Engine for Exchanges and Electronic Trading
Venues at the 2024 TradingTech Insight Awards (both
Europe and US).
10
Aquis Exchange PLC Report and Accounts 2024
Post-period end, Aquis Technologies was pleased to
reach the 'design study' stage for a national exchange
group, for which it has been participating in an RFP
process for provision of exchange technology across
multiple markets since early 2024. This stage of the RFP
process is exploratory, and involves such activities as
identifying scope of work, exploring and testing hardware
requirements, IT system integration architecture and
software capability.
Aquis Data
Data revenues increased by 33.3% to reach £5.0m (2023:
£3.7m), reflecting a full year of charging member data
fees along with the addition of five new customers. Aquis
continues to benefit from increased recognition of the
quality and competitive price of our market data.
In addition to the contribution data brings to the results,
management believe in the medium-term it will increase
further in importance when consolidated tapes for the UK
and Europe are implemented.
Implementation timetables from 2026 have been
announced and it is widely recognised and accepted
that introducing consolidated tapes for equities should
improve the quality and pricing of market data and lead
to a fairer distribution of data fees across the various
European trading venues.
Aquis Stock Exchange (AQSE)
The IPO market remained subdued over the period, with
low admission numbers on all UK markets. However,
we are pleased to have welcomed three new issuers to
the Aquis Stock Exchange in 2024, and to see five issuers
graduating from Access to Apex after achieving the
requisite size and corporate governance requirements.
The division's revenue remained flat (-0.2%) compared to
2023, at £1.8m in both years.
Many of the improvements we have made over the past
three years to aid access and liquidity on the exchange
are beginning to bear fruit. £118m was raised by issuers
over the year (an increase of 27% on the £93m raised
in 2023), with 22 fundraises exceeding £1m and a 39%
increase in the total value of further issues - a record year
for AQSE since acquisition.
There was also an improvement in trading, with a 21%
increase in the value of trading to over £177m.
We continue to be enthused by the opportunity to build
a pan-European, technology-driven listing exchange for
growth companies and believe we will be well positioned
when market conditions start to improve.
Further Investment in Research and Development
(R&D)
Aquis continued to invest in R&D throughout 2024 in order
to maintain and enhance the quality of our technology
and its ability to deliver new products and platform
enhancements to our clients.
Our proven trading platform has been developed in-
house and is based on proprietary technology, which
does not rely on third party software suppliers.
I believe this commitment to continued investment in
R&D gives us a significant competitive advantage on
functionality, price and ability to deliver. The organisation
of Aquis' technology department ensures expeditious
product development and, together with Aquis' further
investment, will allow the Group to react quickly to
dynamic market conditions. We intend to continue to work
on further developments which will foster future growth.
Resources
During 2024, we continued to invest in personnel
resources across a number of departments with
headcount across the London and Paris offices
increasing by 19% to 88 (FY23: 74). We intend to further
strengthen our team, particularly in support of technology
development and infrastructure.
The Recommended Offer
On 11 November 2024, the boards of SIX and Aquis
were pleased to announce that they had reached
agreement on the terms of the Recommended Offer.
The Aquis Directors have concluded that the terms of
the Recommended Offer provide Aquis shareholders
with an attractive opportunity to accelerate and de-
risk future value creation, and thus, the Aquis Directors
recommended unanimously in favour of the Scheme.
Chief Executive’s Report (contd.)
INTRODUCTION
11
Aquis Exchange PLC Report and Accounts 2024
The Scheme remains subject to the satisfaction (or waiver,
where applicable) of certain conditions, including the
receipt of certain regulatory approvals and subsequent
sanction of the Scheme by the High Court of Justice; full
details of the conditions can be found in Part III of the
Scheme Document. Presently, Aquis has obtained all of
the approvals required to satisfy the antitrust conditions.
The remaining conditions, which relate to regulatory
approvals, are expected to be satisfied in Q2 2025, and
the Scheme remains expected to become effective in Q2
2025 and, in any event, prior to 11 November 2025.
Outlook
2024 was an important year for Aquis, and despite
difficult conditions I am proud of the achievements of our
team across market share, technology innovations, new
contracts and strengthening of the primary market.
We remain confident in Aquis' unique proposition and our
ability to create and facilitate better markets for a modern
economy. We will also continue to promote the Aquis
values of transparency, fairness and simplicity, enabling
our end customers to get better performance and results.
Our principal aim in the near future is to deliver the
completion of the Recommended Offer.
Our highly capable and experienced management team
remains focused on serving our clients as we capitalise
on the opportunities ahead.
David Stevens
Chief Executive Officer
12
Aquis Exchange PLC Report and Accounts 2024
Strategic
Report
STRATEGIC REPORT
13
Aquis Exchange PLC Report and Accounts 2024
Overview of the business
Aquis Exchange PLC ("Aquis" or "the Company"), is
the principal operating company and the holding
company of the Aquis exchange activities ("the Group")
which operates four principal business lines: Markets,
Technologies, Aquis Stock Exchange ("AQSE") and
Data.
• Markets operates from London and Paris and is a
pan-European multilateral trading facility (MTF)
operator that provides secondary market trading
in pan-European stocks that are listed on other
exchanges.
• Technologies provides exchange and regulatory
technology to third parties.
• Aquis Stock Exchange operates a primary market for
small and medium size issuers and secondary market
trading in those stocks.
• Data: the provision to clients of proprietorial primary
and secondary market data.
The Company and AQSE are regulated by the UK
Financial Conduct Authority ("FCA"), while AQEU is
regulated by the Autorité de Contrôle Prudentiel et
de Resolution ("ACPR") and the Autorité des Marchés
Financiers ("AMF").
The Group has made significant progress in the
development of its activities since the IPO in June 2018
and is well positioned to be recognised as one of
the leading technology-led, international exchanges
driving improved transparency and fairness in the
securities trading market through the introduction and
enhancement of competition and innovation. With
these guiding principles the Group's main focus is to:
• Capitalise on regulatory and technical shifts in
market infrastructure by providing an exchange
which offers deeper liquidity and transparency
together with higher quality execution for
intermediaries and investors;
• Continue to increase the number of members of
Aquis Markets and associated trading volumes by
providing a robust and innovative platform that
responds to their needs;
• License its proven technology platform to third
parties that require cutting-edge trading or market
surveillance technology; and
• Positively address the current market issues of large
spread and low liquidity in small and mid-cap
trading through AQSE's RIE status.
The trading platform for all Group entities is run on the
same trading technology and Aquis Markets applies,
for a significant proportion of all transactions executed,
a unique subscription-based pricing model based on
electronic messaging traffic for the lit market.
This means that the dealing price prior to the trade
is transparent to the whole market. This is in contrast
to pricing on dark and grey markets, where price
discovery is only available to the market post-trade. For
AMP (the Aquis dark pool market), clients are charged
a percentage of the value of each transaction.
Recommended Cash Offer by SIX Group AG
During the period, the boards of SIX and Aquis
were pleased to announce that they have reached
agreement on the terms of a recommended cash offer
("the Recommended Offer") for the entire issued and to
be issued ordinary share capital of Aquis.
Whilst the Aquis Directors are confident in the growth
potential in each of Aquis' divisions, they recognise
that the European exchange market remains highly
competitive and requires ongoing investment in
technology and distribution against well-resourced
peers operating with greater scale. Aquis' future
growth is predicated on an increase in new technology
clients along with retention of existing clients, an
increase in European equity market volumes and
issuers, and the timing and impact of a European
Consolidated Tape, which are uncertain and contain
an element of volatility.
The Aquis Directors believe that Aquis could realise
the full potential of its current strategy on a standalone
basis in the medium term but recognises that there are
operational, commercial and market risks associated
with the timing of delivery of future value.
The Aquis Directors assessed the Offer in this context.
Following careful consideration, the Aquis Directors
have concluded that the terms of the Recommended
Offer provide Aquis shareholders with an attractive
opportunity to accelerate and de-risk future value
creation and realise certain value of their holdings
today in cash.
More information on the Recommended Offer is
available at
www.aquis.eu/investors/offer-documentation.
14
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Clients and Competitive Landscape
The client base of Aquis Markets consists, principally,
of investment banks and brokers acting on behalf of
institutions such as pension funds, asset managers and
retail brokers to execute their orders and, in the case of
AQSE, it includes the issuers who wish to raise capital
on the platform.
The principal competitors to Aquis' business are
the incumbent national exchanges and other pan-
European trading venues.
During 2024, Aquis Markets improved its overall
market share to an average 5.22% and introduced the
conditional order type. The diversified product offering
following the launch of the Aquis Matching Pool and
subsequent new order types means that this business
is well positioned to benefit from further product
development and any future regulatory changes.
The institutional support for greater transparency in
European equities trading also supports future business
growth.
We are a strong supporter of the regulatory principles
such as best execution and greater transparency
for markets that have been introduced and we are
committed to complying with market regulation.
We believe that we are well placed to manage any
regulatory divergence between the UK and EU given
our robust and agile business model, our lean cost
structure and our technology leadership. For the
growth and scale-up companies on AQSE, we believe
that we have the right balance of maintaining the
appropriate regulatory oversight, whilst not being
over-bearing. We do not operate regulation through
NOMADs, preferring that the Boards of the companies
have a larger role ensuring compliance with regulatory
responsibilities.
Aquis Technologies' matching engine and surveillance
systems have been operating successfully for a number
of years. The matching engine has been developed for
multi-asset class trading and is attracting customers
wishing to license the technology as the trading engine
for a broad range of instruments. Aquis Technologies'
principal customers are increasingly national
exchanges and central banks, along with new equity
trading venues, MTF operators across asset classes
and market participants requiring real time market
surveillance. Aquis is the operator of Equinox (launched
2023), the world's first regulated market-grade 24x7
matching engine which never requires shut down or
downtime. Competitors of Aquis Technologies are other
matching engine providers and surveillance software
providers.
Key Performance Indicators
As a growth company, the Key Performance Indicators
(KPIs) for the Group are principally (i) the continued
growth in revenue (See the table below showing
Group Revenue) and also (ii) the continued growth in
the Adjusted Profit Before Tax (PBT). The Adjusted Profit
Before Tax is an Alternative Performance Measure
which has been introduced to reflect the underlying
performance of the Group when excluding the impact
of exceptional costs incurred for the Recommended
Offer. Further information on Adjusted PBT has been
included on page 22 of this report.
In building out these KPIs significant focus is made to
the key drivers of revenue and profitability. The delivery
against these principal KPIs is fundamental to the
success of the Group.
In support of these KPIs, the Board has established, for
the senior Executives, clear financial and non-financial
objectives for the Group. For 2024 the financial KPIs
were based on target net revenue and profit before
taxation. The non-financial KPIs were market share
and diversification of pan-European secondary market
trading, leadership and resource development,
sustainability and compliance with regulations and
continued good corporate governance, with clear,
objective performance measurement against targets
set by the Board. Financial objectives represent 70%
and non-financial 30% of the targets. Further details
are given in the Remuneration Report on page 48.
STRATEGIC REPORT
15
Aquis Exchange PLC Report and Accounts 2024
The Group generated an Adjusted Profit Before Tax of
£1.1m compared to £5.2m in the previous year.
A reduction in Adjusted PBT is explained by increases in
Expected Credit Loss provisions against Contract Assets
and Trade Receivables balances by £3.7m and £0.6m,
respectively. Of these amounts, £3.0m of Contract Asset
and £0.6m of Trade Receivable impairments reflected
a heightened risk of default for two existing technology
customers.
Adjusted Profit Before Tax excludes exceptional costs of
£3.3m incurred for the Recommended Offer, and have
been included in the Loss Before Tax of (£2.2)m (2023:
Profit of £5.2m).
The Loss Before Tax includes amortisation charges
to internally generated intangible assets, as well as
depreciation and finance charges, which reflect the
accounting treatment of leases under IFRS 16 and
other tangible fixed assets. The total depreciation and
amortisation cost to the Group increased by £0.3m to
£1.7m (2023: £1.4m) because of continuing investment
in the Group's technological capabilities.
The Group generated an income tax charge of £235k
(2023: credit of £8k) which was a result of taxable
profits provided in the foreign subsidiary. There was no
change in the amount of net deferred tax asset (2023:
increase of £191k).
Net assets of the Group as at 31 December 2024 were
£25.8m (31 December 2023: £28.4m), largely reflecting
cash out flows for exceptional costs and an increase
in ECL provisions against Contract Assets and Trade
Receivables.
Revenue from licensing technology contracts is subject
to a provision under IFRS 9 for Expected Credit Losses.
For 2024 the application of IFRS 9 resulted in a net
impairment provision charge of £3.7m (2023: £1.0m)
recognised in the Income Statement, including an
increase in provisions against two existing customers
for £3.0m.
Trade receivables balances contained provisions of
£0.8m in the year, of which £0.7m related to balances
outstanding by the same two technology customers, for
which a charge of £0.6m was recognised in the year.
Balance sheet liabilities included provisions of £0.3m
recognised in 2024 for disputes with two data vendors
over historical fees.
The lease liabilities arising from the Group's office
leases are paid over the lease term, and attract a
finance expense amounting to £84k for 2024. The
associated right of use assets are depreciated on a
straight-line basis over the life of the lease, and attract
a depreciation charge of £383k for 2024.
Financial Review
2024 saw broadly flat gross revenues, with the company benefitting from the diversified product offerings between
divisions. The breakdown of revenues is as follows:
2024
£
2023
£
YoY Growth
%
Revenue analysed by division
Markets
11,775,892
10,919,263
7.8%
Technology
5,264,639
7,298,157
-27.9%
Stock Exchange
1,768,077
1,771,284
-0.2%
Market Data
4,963,407
3,722,237
33.3%
23,772,015
23,710,941
0.3%
16
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
The Group's cash and cash equivalents as at 31
December 2024 decreased to £13.7m (2023: £14.8m),
including payment of exceptional costs amounting to
£3.0m. The continued growth (when exceptional costs
are excluded) demonstrates the robust cash generation
of continuing business activities in the Group. Over the
year the Group purchased £1.5m of treasury shares
used to service employee share schemes.
Group investments, productivity and capital
management
The Group continued to invest in its technology
offering, including the creation and enhancement of
new order types, enhancements to the surveillance
system and auction systems and further technical
development to enable technology clients to enter
different asset classes. In addition, the Group has
made further investment in personnel as it continues to
develop capability and brand awareness.
In deciding its investment plans, Group management
receive a detailed analysis of the exchange and client
technical opportunities, and related time requirements
on a quarterly basis. These are used to determine
personnel and other resources requirements needed
for allocation to these opportunities. This information
also includes an estimate of the deployment cost.
The Board considers that its investments have
contributed to the Group's ability to gain new clients,
broaden its customer base and increase revenue. The
Group recognises the importance of continuing to
enhance productivity, and the commitment to future
investment, both technically and in terms of resource
training and development. The Group has established
both short and long-term incentive plans based on
performance for all employees, which are set out
in more detail in the Report of the Nomination and
Remuneration Committee and aligns the employees'
interests with the long-term strategic objectives of the
Group.
The Group is required to maintain sufficient capital to
meet the regulatory obligations for all entities. These
are calculated and updated annually. At 31 December
2024, the Company ICARA requirement (based on the
2023 published financial Annual Report and Accounts)
amounted to £6.2m (2023 £5.2m) and AQSE's FRR
amounted to £2.5m (2023 £2.1m). The individual
entities of the Group meet the respective FCA and
ACPR capital adequacy requirements with plenty of
headroom for further investment in business operations.
Future development of the business
In order to support its long-term vision and in order
to strategically position for continued growth, Aquis
has invested significantly in its business differentiators,
R&D in the technology platform, brand and personnel
resources. The Group is cognisant of the importance
of such investments to maintain innovation and strong
quality delivery.
Aquis Stock Exchange
During 2024, the Group has continued to invest in
AQSE, building market presence and brand whilst also
benefitting from synergies across the Group's exchange
memberships, data offering and use of technology.
Compliance with Section 172 (1) of the Companies Act
2006
Section 172 of the Companies Act 2006 requires a
Director of a company to act in the way he or she
considers, in good faith, would most likely promote the
success of the company for the benefit of its members
as a whole. As such, Section 172 requires a Director to
have regard, amongst other matters, to the:
• Likely consequences of any decisions in the long-
term
• Interests of the Company's employees
• Need to foster the Company's business relationships
with suppliers, customers and others
• Impact of the Company's operations on the
community and environment
• Desirability of the company maintaining a reputation
for high standards of business conduct; and
• Need to act fairly between all members of the
company
We set out below some examples of how the Directors
have had regard to the matters set out in Section 172(1)
when discharging their Section 172 duty and the effect
of that on certain of the decisions taken by them.
Stakeholder Management
The Group complies with the requirements prescribed
by Section 414CZA of the Companies Act to disclose
how the Company promotes its success for the benefit
of all stakeholders.
STRATEGIC REPORT
17
Aquis Exchange PLC Report and Accounts 2024
The Board is acutely aware that the Group's long-
term success and sustainable value creation is
critically reliant on maintaining good relations with all
stakeholders and ensuring that decisions are made
after taking account of the principal stakeholders'
interests.
In arriving at these decisions, the Board has assessed
the likely consequences of any decision in the long
term, the interests of the Group's employees, the
need to foster the Group's business relationships with
suppliers, customers and others, the impact of the
Group's operations on the broader community, the
desirability of the Group maintaining a reputation for
high standards of business conduct, and the need to
act fairly between shareholders of the Company.
Details on how Aquis and its Board engage with its
principal stakeholders, are given below.
Clients
Management proactively gathers regular feedback
from clients, both positive and negative, in order
to understand their ever-evolving needs, identify
any improvements that would result in better client
outcomes or satisfaction and to foster good client
relations. This is regularly fed to the Board at meetings
or on an ad hoc basis, if required.
Shareholders
Executive Management meet with the key shareholders
at appropriate times during the year and provide
feedback to the Board.
Additionally, the Chair and other Non-Executive
Directors continued, where possible, to engage
with shareholders through one-on-one meetings.
Shareholders have been appreciative of these
meetings and feedback is provided to the Board in
both written and verbal updates.
Employees
The Group promotes a positive and inclusive culture.
Team meetings and Group briefings are held on a
regular basis to ensure all personnel are informed of
the Group’s performance and key strategic objectives
and goals.
Staff are encouraged to contribute to a frequent
employee engagement pulse survey, which allows
employees to provide feedback in confidence. These
survey results were consistently positive. The Executive
team develops an action plan to address the key
areas highlighted with particular emphasis on our
core values, listed later in this report, and on investing
further in employee training and career development.
Suppliers
The Group has identified key suppliers that include
suppliers of office hardware and consumables, as well
as suppliers such as liquidity providers and advisers
such as auditors, brokers, recruitment agents, legal
advisers and PR consultants. The Group seeks the
independent and experienced view of its key advisers
on various matters as and when required. Sometimes
this is directly with the Board, or the Board will ensure
that the Executive team reports on advice provided to
the Group when needed.
Regulators
The Group takes an open and co-operative approach
with its regulators and positively embraces the
FCA's 11 principles of business. The Group submits
regular returns to the FCA, the ACPR and the AMF,
and employees whose roles encompass compliance
activities are encouraged to attend regular external
presentations and workshops arranged by the
regulators on topical issues and receive regular
professional update training. All new and existing
employees and advisers are made aware of the FCA,
ACPR and AMF's principles of business, and undergo
training required by finance professionals working
at an equities exchange group. The Group arranges
regular compliance assessments to provide assurance
that the Group is meeting the requirements of the
regulator.
Board Effectiveness and High Standards of Business
Conduct
The Board remains committed to high standards of
corporate and regulatory governance. During the year,
the Board explored how to improve the Group's cyber
security risk management frameworks and became
more informed about the policy-making environment
for financial markets in Europe.
18
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Consequences of Long-Term Decisions
Considerable time was spent focusing on the Group's
strategy and management were challenged to think
about the longer-term impact of decisions, how
those decisions were in line with the Group's values,
the long- term sustainability of the Company and its
subsidiaries and the desire to maintain its reputation.
In order to ensure that the Group has the required skills
and experience to effectively manage the business and
anticipate future changes, the Board operates a skills
matrix to map the requirements of the organisation
against the current skills and composition of the Group.
Management plan to recruit additional employees, in
particular in the technology area in the UK and France
during 2025.
During the period, Aquis Directors assessed the terms
of the Recommended Cash Offer by SIX Group AG.
The Aquis Directors believe that Aquis could realise
the full potential of its current strategy on a standalone
basis in the medium term but recognises that there are
operational, commercial and market risks associated
with the timing of delivery of future value. The Aquis
Directors assessed the Offer in this context, and
following careful consideration, the Aquis Directors
concluded that the terms of the Offer provided
Aquis shareholders with an attractive opportunity
to accelerate and de-risk future value creation and
realise certain value of their holdings today in cash.
The Interests of Employees
The Board has also ensured engagement with
employees through the engagement survey and the
nomination of a Board representative to meet with
employees when possible.
Our Purpose
In its role as a disruptor, Aquis' aim has always been
to improve financial markets by maintaining the utmost
transparency and least market toxicity for the benefit of
the end investor. In this way it reduces both the explicit
and implicit costs of trading that are borne by investors.
In addition, the Group is also focused on stimulating
growth in the economy by listening to the needs of
issuers and creating a supportive, fair and low-cost
environment for capital raisers to list instruments,
particularly for innovative growth companies while
ensuring an appropriate balance of investor protection.
Our Culture, Diversity and Employee Well-being
The Group is committed to ethical business conduct
and expects the highest standards of integrity to be
followed by the Directors and all employees. The Aquis
Group culture is underpinned by the following core
values:
• Trust (integrity, competence and deliver when we
say we will);
• Proactivity (discipline and initiative);
• Openness (transparency);
• Excellence (through creativity and innovation);
• Collaboration (through positive, collegiate and free
thinking); and
• Respect.
Despite a further increase in employee numbers
in 2024, the Group has a relatively small resource
base, and therefore has concentrated on recruiting
personnel with a high degree of specialist skills. The
Group provides on going training and support with
the aim of ensuring that personnel retain and enhance
their technical skills and that employees feel that there
is opportunity to develop within the Group. The Group
also operates a flexible working policy to ensure it
takes account of individual employee requirements.
Aquis has a supportive and inclusive culture
throughout the whole workforce. We believe it is in the
best interests of the Company and the wider community
to promote diversity and eliminate discrimination in
the workplace. Our aim is to ensure that all employees
and job applicants are given equal opportunity and
that our organisation is representative of all sections of
society. Each employee will be respected and valued
and able to give their best as a result.
The policy reinforces our commitment to providing
equality and fairness to all in our employment and
not providing less favourable facilities or treatment on
the grounds of age, disability, gender reassignment,
marriage and civil partnership, pregnancy and
maternity, race, ethnic origin, colour, nationality,
national origin, religion or belief, or sex and sexual
orientation.
STRATEGIC REPORT
19
Aquis Exchange PLC Report and Accounts 2024
We are opposed to all forms of unlawful and unfair
discrimination. All employees, management, agency,
casual workers, and independent contractors no
matter whether they are part-time, full-time, or
temporary, will be treated fairly and with respect.
When Aquis selects candidates for employment,
promotion, training, or any other benefit, it will be on
the basis of their aptitude and ability. All employees
will be given help and encouragement to develop their
full potential and utilise their unique talents with the
aim that the skills and resources of our organisation
will be effectively utilised, and we will maximise the
efficiency of our whole workforce.
Aquis' commitments are:
• To create an environment in which individual
differences and the contributions of all team
members are recognised and valued;
• To create a working environment that promotes
dignity and respect for every employee;
• To not tolerate any form of intimidation, bullying, or
harassment, and to discipline those that breach this
policy;
• To make training, development, and progression
opportunities available to all staff;
• To promote equality in the workplace;
• To encourage anyone who feels they have been
subject to discrimination to raise their concerns so we
can apply corrective measures;
• To encourage employees to treat everyone with
dignity and respect; and
• To regularly review all our employment practices and
procedures so that fairness is maintained at all times.
Aquis has implemented an equality, diversity and
inclusion policy which has been communicated to
all employees emphasising that they are obligated
to comply with all its requirements and promote
fairness in the workplace. This policy is also drawn to
the attention of agents, stakeholders, customers and
job applicants. It is therefore very pleasing to report
that gender and non-gender diversity strengthened
further during the course of the year and we believe
our diversity and inclusion policies will have a positive
impact on the successful execution of the Group
strategy.
In 2021 the Group established aspirational 3-year
diversity targets for the Board and for the employees.
These targets were established to underpin the
importance the Board places on this issue and to
provide clear guidance and focus on these aspirations.
The targets and progress are outlined below:
1. Reduce the gender (seniority) pay gap to 25%
(salary) – below the UK Financial Services industry
average (which for 2024 is 25.1%)
On track: In 2024, the gender (seniority) pay gap
was 16% on base salary and 19% on base salary plus
annual bonus. This is an improvement on 2023 (20%
and 23%), 2022 (28% and 33%) and on base year
2021 (41% and 44%).
2. Increase the management team diversity ratio
On track: Progress towards the target made in 2024
and continued focus on improvement.
3. Meet the Hampton Alexander Review target of at
least 33% of board members being female
Achieved: The overall female NED ratio stands at
44%
4. Create a targeted diversity inclusive
supplementary development program for
employees who we believe have the potential to be
promoted to Exco in the next 5 years
On track: Management has identified a number
of current employees for the ExCo pipeline and
development initiatives are in place. This pipeline
meets diversity targets.
The Group runs frequent anonymous employee
surveys and arranges regular meetings with the Board
nominated employee representative. In addition,
employees have regular one-to-one sessions with their
immediate line manager and annual reviews where
development plans are discussed to ensure individuals'
objectives are aligned to the business strategy and to
improve levels of employee engagement.
The Group has a commitment to preventing slavery
and human trafficking by ensuring our supply
agreements comply with the Modern Slavery Act 2015
("MSA") with zero tolerance for failings.
20
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Consumption and The Environment
It is a key objective of Aquis Exchange PLC to be
able to understand and reduce its own impact on
the environment. In 2024, Aquis underwent a second
voluntary carbon footprint assessment, using ESGmark
to help us calculate, report and reduce our carbon
emissions through an extended lens to the previous
period. The report boundary includes Aquis' London
and Paris office locations, as well as data centres,
business travel, employee commuting, home working
and waste disposal.
The sources that were measured for 2024 were:
Scope 1 & 3:
Natural gas consumption of leased
office space
Scope 2 & 3:
Electricity consumption of leased
office space
Scope 2 &3:
Electricity consumption of data
centres
Scope 3:
Waste generation and disposal
(London office)
Scope 3:
Business travel
Scope 3:
Employee commuting
Scope 3:
Home working energy use
Aquis emitted a total of 688 tonnes of location-based
CO2e (tCO2e) and a total of 199 market-based CO2e in
2024.
The chosen intensity metric is emissions per full-time
employee (FTE). Aquis recorded a location-based
intensity of 7.7 tCO2e per FTE and a market-based
intensity of 2.2 tCO2e per FTE in 2024. This represents
an improvement from the 2023 location-based intensity
of 8.2 tCO2e per FTE, demonstrating a continued
reduction in emissions intensity despite overall
emissions growth.
Notably, this reduction has been achieved alongside
a significantly expanded assessment scope in 2024.
This underscores Aquis' commitment to improving data
coverage while maintaining a downward trajectory in
emissions intensity through operational efficiencies and
renewable energy procurement.
We are pleased to note that our London premises has
transitioned to a 100% renewable electricity tariff, and
we continue to evaluate our partners with respect
to our value chain carbon footprint. The choice to
use data centres with a 100% renewable supply has
reduced market-based emissions by 76% against the
UK residual fuel mix.
Our objectives for 2025 are to:
• Enhance energy management at leased facilities;
• Continue to monitor data centre electricity use to
ensure alignment with business growth;
• Improve business travel emissions tracking;
• Expand Scope 3 data collection strategically; and
• Consider carbon offsetting.
STRATEGIC REPORT
21
Aquis Exchange PLC Report and Accounts 2024
Governance
Aquis voluntarily adopted the UK Corporate
Governance Code at IPO and has adhered to its
provisions since then. The Directors have implemented
appropriate measures which have allowed Aquis
to comply with all provisions of the Code during the
accounting period and up to the date of this report.
Aquis and AQSE are directly authorised and regulated
by the FCA and AQEU is regulated by the ACPR and
the AMF. The Group fully complies with the relevant
rules and guidelines in all respects and monitors that
compliance throughout the year.
The Group's objective is to establish an open and
cooperative relationship with all regulators, and it
positively embraces the FCA's 11 principles of business.
The Group submits regular returns to the FCA, and
employees whose roles encompass compliance
activities are encouraged to attend regular external
presentations and workshops arranged by the FCA on
topical issues, and also receive regular professional
update training. All new and existing employees and
advisers are made aware of the FCA's principles of
business, and undergo training required by finance
professionals working at an equities exchange group.
The Group arranges regular compliance assessments
to provide assurance that the Group is meeting the
requirements of the regulator.
The wider community
Aquis has been involved in a number of charitable
and community enhancing initiatives in the year. Each
year staff are encouraged to join a volunteering day in
the local community. In 2024, Aquis has continued the
partnership with Ravens Wood School in Bromley to
spearhead an 'Investment Club' scheme with A-Level
Economics and Business students. Aimed at increasing
financial literacy and accessibility, students received
tailored talks and presentations from members of Aquis
staff on aspects of the financial services industry, public
markets and career advice. Students then created
their own mock-up AQSE universe portfolios with an
imaginary starting value of £50,000 using an app,
developed by Aquis, fed with real price data. Aquis
intends to continue with and expand this programme
in future. Aquis also participated in the London Youth
Rowing Race the Thames project and employees have
shown their desire to make a difference.
Knowledge Transfer Project
In 2024, Aquis completed the University of Derby
partnership: a two-thirds government funded
Knowledge Transfer Project ("KTP") that involves
industry led research and development on Artificial
Intelligence for trading platform surveillance alerts
to develop an efficient and accurate market abuse
monitoring system. The team was awarded an
'Outstanding' - the highest accolade - from UK
Research and Innovation for the work.
Current surveillance systems are deterministic,
handcrafted, generate a high percentage of false
positive alerts and run a high risk of human fatigue
and/or boredom. Consequently, market abuse events
may often be missed when analysing a large number
of false positives. As part of our mission to improve
transparency in financial markets, this partnership
published research papers on machine learning
techniques that will mitigate human error in detecting
fraudulent trading practices that harm the integrity of,
and trust in, financial systems that are critical for the
modern economy.
As part of our mandate to strive for innovation, we
continue to undergo work and research on this topic,
are excited for what the future holds for machine
learning and artificial intelligence in the trading
industry and are encouraged by the widespread
support for this project.
22
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Alternative Performance Measures (APMs)
This report contains certain financial measures (APMs)
that are not defined or recognised under IFRS but have
been presented to provide readers with a complete set
of financial information which would allow a user of
this Annual Report and Accounts to better understand
and compare the financial performance of the Group.
Net Revenue
Net Revenue is the revenue that is generated and offset
against the Expected Credit Loss (ECL) movement of
contract asset balances (note that this does not include
the ECL movement on trade receivable balances).
Each contract asset balance is assessed against the
expected ability of a customer to satisfy open balances
in future periods. On inception of new Technology
licences, a contract asset is recognised, alongside a
day-1 ECL provision. In this scenario, the Net Revenue
from this customer would be the Licence Fee (see Note
10 for details of performance obligations for technology
contracts) offset against ECL provision (see Note 11 for
impairment analysis).
For extant technology contracts, as the contract
asset balance is reduced by cash receipts from the
customer, the associated ECL provision is reduced; in
this scenario the release of the ECL balance is shown
as Net Revenue.
The excerpt below demonstrates the effect of Net
Revenues from Aquis Technologies (see Note 6, pages
100 - 102 for a full analysis of segment performance).
Group and Company
2024
£
2023
£
Revenue from
technology
customers
5,264,639
7,298,157
Net ECL Charge
(3,685,326)
(1,016,223)
Net Revenue
1,579,313
6,281,934
Adjusted EBITDA before exceptionals and Adjusted
Profit Before Tax
Adjusted EBITDA before exceptionals is the
earnings before interest, taxation, depreciation,
and amortisation excluding material non-recurring
Recommended Offer operating expenses. Similarly,
Adjusted Profit Before Tax is the profit before tax
excluding material non-recurring Offer costs.
The Directors use these metrics to assess Group
performance to show the underlying economic
performance year-on-year. Offer costs are treated
as exceptional items as they are neither related to
the ongoing activities of the Group, nor are they
repeatable expenditures.
Recommended Offer costs include staff costs, in
addition to the various legal and professional fees paid
for the necessary professional services.
In 2024, the Adjusted EBITDA of the Group was £2.2m
(2023: £6.3m) and the Adjusted PBT was £1.1m (2023:
£5.2m).
The following reconciliation demonstrates the impact
of excluding Exceptional Recommended Offer costs
from Adjusted EBITDA and Adjusted PBT.
Adjusted EBITDA
Group
2024
£
2023
£
EBITDA
(1,182,818)
6,270,252
Add back Exceptional
Recommended Offer costs
3,343,863
-
Adjusted EBITDA
2,161,045
6,270,252
Adjusted PBT
Group
2024
£
2023
£
Loss before tax
(2,226,649)
5,194,887
Add back Exceptional
Recommended Offer costs
3,343,863
-
Adjusted profit before tax
1,117,214
5,194,887
STRATEGIC REPORT
23
Aquis Exchange PLC Report and Accounts 2024
Principal risks and uncertainties
The identification and management of risk is an integral part of the execution of Aquis’ strategic vision and
operations. The below provides an overview of the principal risks facing the Group:
Risk
Economic landscape
Risk Description
There is a risk that the credit worthiness of historically financially robust institutions
comprising the customer base of AQXE might increase the credit risk of the parent
company. Equally, a second order exposure is possible for other customers who maintain
deposits with insolvent banks.
The Economic landscape was negatively affected during 2024 by a number of adverse
events, including Palestine and the continued conflict in Ukraine. The speed of recovery
may negatively affect the Group's trading volumes resulting in lower revenues or increased
costs.
Mitigation
Aquis derives revenues from both fee and contractual annuity-based streams, which is less
impacted by cyclical market driven trends.
The numerous international conflicts continue to cause immeasurable suffering and harm
but it is not expected to have a material adverse effect on the Group's trading volumes.
Pan-European trading is now executed almost 100% by the Group's MTF subsidiary in
France, AQEU, that has full regulatory approval from the ACPR to allow the Group to
continue to operate as an MTF and it is anticipated that this will remain the case for the
foreseeable future.
The Directors review our customer base to check these entities are not directly exposed to
insolvent credit institutions. Additionally, swift regulatory intervention by the authorities is
likely to occur and limit the fallout from these types of events.
24
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Risk
Legal/Regulation
Risk Description
The Group operates highly regulated entities, including three MTFs and an RIE and is
required to maintain sufficient regulatory capital and comply with relevant legal and
regulatory requirements necessary to operate the Group's business. All three Group entities
must hold regulatory licences and independent capital minimum.
There is the risk that current regulation or future changes could have an adverse effect on
the Group. Possible impacts may be (but are not limited to):
• Sustained downturn in revenues could put regulatory capital at risk;
• One of the Group's entities could be subject to a fine or a lawsuit which may draw on the
entity's finances;
• Change in regulation may increase costs for the Group or require unanticipated
investments; and
• Inability to meet regulatory requirements could result in a licence being withdrawn and
prevent the Group entity from operating its core business.
In addition, changes in tax law may result in an increase in the overall tax burden of the
Group which could have a materially adverse effect on cash reserves.
Mitigation
Senior management consistently monitor regulatory developments including the MiFID
review and Wholesale Markets Review, and any required steps are actioned at Audit, Risk
and Compliance Committee (ARCC) meetings. Senior management also engage directly
with regulators on a regular basis including, where appropriate, formal responses to
consultation documents.
The ARCC regularly reviews the Group's behaviour and statistics in relation to regulatory
obligations.
The Board places considerable importance on having competent staff and advisors to help
manage legal and regulatory risk.
The Board considers regulators as key stakeholders and endeavours to maintain positive
working relationships with the regulators for each group entity.
Each member of the Group currently has sufficient excess regulatory capital to deal with
any unanticipated changes in regulation.
Changes in regulation are usually accompanied by a period of consultation that allows
market participants to provide feedback before changes are made and a further period to
prepare for change once changes in regulation are determined.
The Group consistently reviews the risks associated with possible changes in tax legislation.
STRATEGIC REPORT
25
Aquis Exchange PLC Report and Accounts 2024
Risk
Competition
Risk Description
The Group operates in a highly competitive global industry.
The principal competitors to the trading business are the national exchanges and other
pan-European MTFs / Recognised Investment Exchanges (RIEs) which currently charge
customers mainly on a per transaction model. These exchanges have significant market
share and could move to copy Aquis's subscription fee model.
Other competitors to the exchange business are ad hoc OTC trading and Systematic
Internalisers ("SIs") which operate off-exchange models and make money through
spreads. Additionally, the emergence of new asset classes might reduce the Group's
competitiveness.
The Group also competes globally to provide exchange infrastructure technology and
services for clients to offer their own market capabilities. The competition risks are driven
by the capability and experience to provide the platform capabilities the client needs to
support its chosen market.
Mitigation
Aquis's competitive differentiation is underpinned by its subscription-based model
and member choice around aggressive trading. This is hard for incumbent exchanges
to replicate without significantly impacting their own revenue models which have
always been based on a per transaction basis and on charging significant data fees to
participants.
Senior management initiatives to reduce this risk include: consistent monitoring of
competitor activity and, maintaining close customer relationships so as to understand their
evolving needs, and the acquisition of a primary listing business thereby gaining RIE status.
New asset classes continue to evolve and emerge but have yet to make a real impact on
equities trading, clearing custodian services and settlement of equities; however, Aquis will
continue to closely monitor new market developments.
To mitigate the exchange infrastructure technology risk, Aquis has developed market-
leading matching engine technologies which are supported by unique capabilities such as
cloud-based deployments. There is also a clear strategy to further strengthen and develop
the technology product offering.
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Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Risk
Intellectual property and data protection
Risk Description
The Group is reliant on copyright, trade secret protection, database rights and
confidentiality and licence agreements with its employees, clients and others to protect its
intellectual property rights.
The Group is subject to a number of laws relating to privacy and data protection, including
the UK's Data Protection Act 1988 and the Privacy and Electronic Communications (EC
Directive) Regulations 2003 and the EU General Data Protection Regulation (GDPR).
Mitigation
The Group has taken steps that are consistent with industry practice to reduce these risks
by establishing controls to protect the confidentiality and integrity of customer information,
and these controls are consistently reviewed for their effectiveness at quarterly ARCC
meetings.
Risk
Reputation
Risk Description
The success of the Group is driven by the strength of its reputation across multiple factors
including the brand, relationships with clients, Executive and employee reputations, and
the strength and quality of products offered.
Deterioration in the reputation associated with any of these factors could cause a
rapid reduction in the number of clients, and the level of client activity, that Aquis has
established.
Mitigation
Aquis's physical, digital, and virtual identity is a constant priority and is enhanced and
protected across all of Aquis's operations. Specific actions Aquis takes to mitigate this risk
include maintaining strong relationships with clients, providing secure trading platforms
with client-focused product, ensuring proactive and positive communications and
publicity, and delivering market leading technology.
Aquis employs high-quality talent across the organisation and the knowledge and skills of
these people is key in mitigating the level of reputational risk.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Risk
Technology
Risk Description
The operation of the Group is critically reliant on the smooth and efficient functioning of
technology.
Technological failures would negatively affect clients and the Group's ability to deliver on
performance obligations. It could also result in regulatory scrutiny or fines or requirements
for further investment.
Failure to protect the Aquis technology could mean that competitors get access to Aquis's
Intellectual Property (IP) or make Aquis susceptible to external infiltration.
These risks could adversely affect the firm's financial and competitive situation.
Mitigation
A defining feature of the Aquis business model is its high calibre, in-house technology.
The technology was built and is maintained by highly skilled employees. Aquis
actively seeks to retain the employees through flexible attractive working practices
and remuneration policies and to continually enhance the technology to meet client
requirements.
The Group's key infrastructure, development and operational activities are prioritised
accordingly, and resources are closely and consistently monitored and reviewed with the
aim to ensure smooth functioning of technology at all times.
Aquis technology is securely maintained to protect it from unauthorised access with full
backup and version control if remediation is required.
Aquis has system control features that are regularly tested to protect data and IP.
The Group maintains a Disaster Recovery plan that encompasses input from all
departments and is continuously monitored and reviewed by appropriately experienced
individuals.
The comprehensive back up and contingency plans in place are tested regularly.
28
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Risk
Cyber security
Risk Description
The Group's networks and those of its third-party service providers may be vulnerable to
security risks, cyber-attack or other leakage of sensitive data.
Potential outcomes of such an attack might include outages of the market, attacks which
seek to hold Aquis to ransom, unintended movements of the company finances or generally
create reputational and financial risk.
Mitigation
Regular penetration tests are undertaken by a third party with the results reviewed by the
ARCC and Board and all employees undertake cyber-training.
Internal exercises to alert employees to the possibility of phishing emails are held regularly.
The MTF has "kill" switches in place which are intended to restrict clients if rogue behaviour
is evidenced.
The Group takes precautions to protect data in accordance with applicable laws. Extensive
risk management protocols are adopted in the IT control framework so as to prevent,
detect and respond proactively to cyber security attacks.
The comprehensive back up and contingency plans in place are tested regularly.
STRATEGIC REPORT
29
Aquis Exchange PLC Report and Accounts 2024
Risk
Key management personnel and employees
Risk Description
The Group has a relatively low headcount and hence is exposed to key person risk.
The Group’s future development and prospects depend on its capacity to attract and retain
key personnel.
Mitigation
The Group has established emergency staffing plans for Senior Executives.
The NRC reviews immediate and medium term succession plans and the ARCC assesses
key person risk.
Aquis employs a number of strategies to ensure the Group is able to attract and retain
a high calibre of talent. The Group employs a rigorous recruitment process and offers
competitive salaries and benefits and employee share option schemes, whilst promoting a
culture of diversity, high performance and inclusion from the top. The Group continues to
demonstrate its ability to recruit high-quality individuals and is clearly viewed as a dynamic
and attractive employer.
Risk
Client concentration
Risk Description
The nature of equity financial markets is that the majority of pan-European secondary
market trading volumes are undertaken by a small pool of market participants. This risk
has been increased as some of the smaller market participants have decided to route via
larger banks that maintain direct exchange memberships.
The Group revenue is therefore dependent on a concentrated number of customers and
significant change to a customer's flow could negatively impact revenues.
Mitigation
The Group continues to broaden its client base to reduce client concentration but
recognises that volumes from smaller participants are not likely in aggregate to be as
large.
The Group has offset some of the risk of industry concentration through the quality of the
MTF exchange offering and the strengthening of the product offering.
The Group seeks to maintain positive relationships with all current and future members of
its MTF exchange and to be vigilant for change at any client.
The Group has diversified its business activities to include primary markets, technology
sales, data and market gateways.
30
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Risk
Liquidity provision concentration – Aquis Markets
Risk Description
In most trading venues globally, there is considerable symbiosis between the venue and
the liquidity providers on which the venues rely to make continuous prices and enhance
liquidity.
In Europe, where there is significant competition between a limited number of trading
venues, the ability to attract significant liquidity to the venue is critical. The barriers to
entry are even higher for new trading venues, which must build liquidity from scratch and
differentiate themselves to attract and retain it.
Market makers themselves have differing business models and trading strategies. As
a result, they may be attracted to different types of venues depending on the value
proposition. Banks also provide liquidity on the Aquis platform but historically this has not
been as significant as the market makers.
Aquis has a highly differentiated business model for its pan-European secondary market
trading activities compared to the incumbent platforms, both dramatically reducing the
cost of trading and also permitting market makers to decide if they wish to interact with
aggressive trading from other market makers. This differentiated and flexible approach has
been a driver of Aquis's success to date.
The number of market makers that have trading models currently aligned with Aquis's
business philosophy is even more concentrated than on the main markets. Therefore, Aquis
has always relied heavily on a small number of key market makers to support liquidity and
a wider group to supplement it. These market makers have not always been the same
organisations and have changed over time.
Nonetheless, it is a risk that if a key market maker decides to change its business model or
philosophy it would cause a short-term disruption in the total liquidity provided.
Mitigation
This risk is mitigated internally through a number of actions including those set out below,
and externally through the likely evolution of the structure of the European equity market.
Internally, management maintain a close relationship with its market makers to ensure that
there continues to be positive synergies for all parties. Aquis has been successful during
2024 and will continue to actively seek to grow membership and diversify its liquidity
providers.
Following the change to the proprietary trading rule (in November 2023) Aquis noted
a dilution of the concentration risk away from a small number of liquidity providers to a
broader set of investor flows.
Externally, the market share growth that Aquis has achieved to date is a strong indication
of the benefits to its members and liquidity providers and makes it likely that natural
liquidity will continue to grow, making the Aquis marketplace deeper and more attractive
for all counterparties.
Additional liquidity providers are likely to follow over time as they should be incentivised to
adapt or create new models that capitalise on Aquis's value proposition and interaction
with a wider set of trading flows.
The number of liquidity providers in European equity markets is still relatively small today,
reflecting the continued need to invest in technology and regulatory oversight. However,
the Group’s innovative offerings will continue to counter this risk.
STRATEGIC REPORT
31
Aquis Exchange PLC Report and Accounts 2024
Risk
Liquidity Provision Concentration – AQSE
Risk Description
A relatively small population of market makers support AQSE with similar risks to those
identified above with regard to potential short-term impact if one or more market makers
were to change their business model or approach.
Mitigation
The number of market makers active on AQSE has and is anticipated to increase as the
number of companies and reputation of the exchange continues to improve.
Risk
Supplier risk
Risk Description
The Group is exposed to the failure of a key supplier. Examples include loss of data
supplied to Aquis which is an important input into the trading platform.
This may impact the ability to undertake market surveillance.
Mitigation
Aquis has back up plans in place for key suppliers and has agreed procedures and
thresholds in place for managing this if necessary.
32
Aquis Exchange PLC Report and Accounts 2024
Strategic Report (contd.)
Financial risks
The Group's current assets comprise cash and liquid
resources including trade receivables arising directly
from its operations. The main financial risks are capital,
credit, liquidity and foreign currency risks.
The Group has approved FX hedging policies in
place and as at 31 December 2024 actively managed
the balance sheet and risks with the use of financial
derivatives. A significant percentage of revenues
remain GBP denominated whilst the Group enters into
forward FX trades as appropriate and will continue to
do so in the future where any further contracts are non-
GBP denominated.
The Group's revenue demonstrates that it has been
able to manage strategic and operational risks.
However, future results could be negatively impacted if
any of the risks outlined above were to occur. Financial
risk management disclosures have been made in Note
5 of the Group Financial Statements accompanying this
report.
Viability statement
The Directors have undertaken a detailed review
of the Group's prospects, taking account of the
Group's current position, result for the period, and
principal underlying business risks and opportunities
for the period January 2025 - December 2029. The
Directors consider this to be an appropriate period of
assessment because it aligns with target business and
revenue growth, and the objective to maintain and
enhance profitability over the same time frame.
The Group maintains a strong equity capital position
and maintains sufficient cash balances (£13.7m) to
cover, at the very least, regulatory liquidity minima
established across the Group's regulated entities.
The cash balances available to the Group provide
comfortable headroom above the regulatory liquidity
floor, and when considered alongside the cash
generative nature of the Group's underlying activities,
demonstrates operational resilience and a robust
business assets and activities. This is complemented by
the Group achieving and in certain areas exceeding
its goals. Taking into account its ability to execute its
principal objectives during continued challenging
circumstances, the Directors have a reasonable
expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over
the period of their assessment.
This assessment has concentrated in particular on
the key differentiating factors that the Group has
established, the quality and resiliency of the Group's
technology, the brand and market position, and the
reputation, quality and experience of its key personnel.
In making the Viability statement the Directors have
considered the Group's ability to continue as a Going
Concern for a period of 12 months from the date of
this Annual Report and Accounts. In concluding that
the Group will be a Going Concern, the Directors
applied a 12-month forecast of expected financial
performance from the date of this Annual Report and
Accounts against the Group's ongoing liquidity and
capital requirements set various regulatory bodies in
the UK and France. The level of headroom above these
liquidity floors was determined more than sufficient to
provide confidence over the Group's prospects in the
near-term. Further details about the use of the Going
Concern basis of accounting can be seen in Note 2 to
the Financial Statements on page 83.
This Strategic Report was approved by the Board of
Directors on 11 April 2025 and is signed on its behalf by:
David Stevens
Chief Executive Officer
Richard Fisher
Chief Financial Officer and Chief Operating Officer
STRATEGIC REPORT
33
Aquis Exchange PLC Report and Accounts 2024
Directors’ Report
The Directors of Aquis Exchange PLC are delighted
to present their report to shareholders and other
stakeholders, together with the audited consolidated
financial statements for the year ended 31 December
2024 with comparatives for the year ended 31
December 2023.
The Group consists of three regulated entities: AQXE,
AQEU and AQSE, which holds a UK Recognised
Investment Exchange Licence (RIE), that allows it to
offer primary listings as well as secondary markets
trading. All three entities require appropriate
independent Board governance.
Aquis complies with the FCA's Senior Management and
Certification Regime (SM&CR), which ensures that the
identified individuals; namely the Chair, CEO, CFO and
Head of Regulation have clearly prescribed assigned
governance responsibilities.
The Board discharged its Section 172 (1) duties in a
number of ways, details of which are set out on p16
and include significant time focusing on strategy for the
Group, as well as considering employees well- being
during another challenging year in order to improve
the Board's effectiveness and maintain high standards
of conduct.
Board of Directors
The Directors of the Company who were in office
during the year and up to the date of signing the
financial statements were:
Executive Directors
David Stevens, CEO
Appointed to the Board February 2025
Richard Fisher, CFO and COO
Appointed to the Board March 2022.
Non-executive Directors
Deirdre Somers, Chair
Appointed to the Board October 2020
Re-elected annually; last at the 2024 AGM
Appointed Chair November 2024
Alasdair Haynes, President
Appointed to the Board March 2012
Executive Director and CEO until February 2025;
Non-Independent Non-Executive Director and
President from February 2025
Fields Wicker-Miurin, Senior Independent
Non-Executive Director
Appointed to the Board March 2022
Re-elected annually; last at the 2024 AGM
Glenn Collinson
Re-appointed to the Board September 2021
Re-elected annually; last at the 2024 AGM
Resigned as Chair and from the Board November 2024.
Mark Goodliffe
Appointed to the Board March 2018
Re-elected annually; last at the 2024 AGM
David Vaillant
Appointed to the Board June 2020
Re-elected annually; last at the 2024 AGM
Ruth Wandhöfer
Appointed to the Board March 2022
Re-elected annually; last at the 2024 AGM
Directors' Appointment, Removal and Duties
The Board of Directors has the authority to appoint and
remove a Director. Directors' appointments are subject
to shareholder approval annually.
The Company has recruited Directors that it considers
have the knowledge, skills and diversity of experience
expected of a director in that role including specialist
financial, accounting and legal knowledge.
Directors have continued to act, throughout the year, in
the way which they consider, in good faith, would be
most likely to promote the success of the Company for
the benefit of all its stakeholders.
The Directors recognise that they must avoid any
situation where they have or can have an interest that
directly or indirectly conflicts with or may conflict with
the Group's interests. Directors are required to confirm
at every Board meeting, if applicable, the nature and
extent of any interest they may have in any transaction
or arrangement to which the Group is or may be a
party.
In addition, the Directors have exercised independent
judgement throughout the year and can confirm that
they have not accepted any benefit (for example gifts
or inducements) from third parties arising from their
position as a director which were intended to induce
the director to act in a certain way.
34
Aquis Exchange PLC Report and Accounts 2024
Directors’ Report (contd.)
Board Committees
The Board has established two committees: the Audit,
Risk and Compliance Committee ("ARCC") and the
Nominations and Remuneration Committee ("NRC").
Audit, Risk and Compliance Committee ("ARCC")
The ARCC has been chaired by Mark Goodliffe since
June 2018. Ruth Wandhöfer was a member of the
committee throughout 2024 and Deirdre Somers joined
the committee in January 2024, but left the committee
in November 2024 following her appointment as
Chair. Mark Goodliffe and Ruth Wandhöfer have
considerable accounting, risk and compliance
experience, and have previous Audit Committee
experience which includes financial reporting and
internal control reviews.
The ARCC is responsible for reviewing a wide range
of matters, including reviewing the annual financial
statements, oversight of the relationship with the
external auditor, internal audit reports, compliance
submissions, MLRO reports, risk assessments and
ICARA / ICAAP assessments. A summary review of the
ARCC's activities is presented to the Board by the chair
of the ARCC on a quarterly basis and minutes are
made available to the Board.
The management team is responsible for ensuring
the "right tone at the top" and that the ethical and
compliance commitments of management and
employees are understood and adhered to throughout
the Group. The ARCC supports and provides guidance
on this area. This is achieved through adherence to the
Group's core values, annual compliance training and
whistleblowing policy.
The ARCC meets at least four times per year. The ARCC
advises the Board on the appointment of external
auditors and on their remuneration for the audit work,
and discusses the nature, scope and results of the audit
with the external auditors.
The ARCC has established a comprehensive
assessment of the internal and external risks which
could adversely affect the Group and actively
assesses the potential impact and mitigating factors, if
applicable. These risks are reviewed quarterly by the
ARCC.
Nominations and Remuneration Committee ("NRC")
The NRC is chaired by the Senior Independent Director
Fields Wicker-Miurin. The other members of the NRC
throughout the year were Glenn Collinson, Deirdre
Somers and Ruth Wandhöfer (who joined in November
2024 following Glenn Collinson's departure). The
Executive Directors and other senior personnel may
be invited to attend meetings when appropriate to
provide advice.
The NRC is responsible, inter alia, for assessing the
skills of the Directors, succession planning for all Group
Boards, its Committees and Executive Committee,
identifying and selecting candidates as required as
well as assessing and reviewing the remuneration
packages of the Directors and other members of the
Executive Committee. It also reviews the high-level
remuneration packages for all other employees. It
makes proposals for the granting of share options and
other equity incentives pursuant to any share option
scheme or equity incentive scheme in operation from
time to time. All Committee decisions on these matters
are recommended to the Board for approval.
A summary review of the NRC's activities is presented
to the Board by the chair of the NRC on a quarterly
basis.
The remuneration and terms and conditions of
appointment of the Non-Executive Directors of the
Company are set by the Board after recommendation
by the NRC.
The NRC supports the ongoing development of the
Group Boards and the Executive team to ensure that
the Group retains and recruits the best talent for its
needs and supports the Board of the Company in its
work to secure the long-term health of the Group and
its strategy for success in a fast-changing world.
The remuneration of the Executive Directors is designed
to attract, motivate and retain Directors of the calibre
necessary to execute effectively the strategic objectives
of the Group and to enhance shareholder return. The
remuneration packages are designed to reflect the
success of the Group's performance while maintaining
a balance between short- and long-term performance
and reward.
Executive Committee ("ExCo")
In addition to the two Board committees, Aquis has
created an Executive Committee (ExCo) to help
facilitate day-to-day administration management. ExCo
consists of the Chief Executive Officer, Chief Financial
Officer/ Chief Operating Officer, Chief Strategy Officer,
General Counsel, Chief Regulatory Officer, Head of
Marketing & Investor Relations, Head of Development,
and Chief Executive Officer AQEU.
STRATEGIC REPORT
35
Aquis Exchange PLC Report and Accounts 2024
Results
The Group made an adjusted profit before tax of £1.1m
(2024: £5.2m).
The Group generated an income tax charge of £260k
(2023: credit of £8k) which was a result of taxable
profits provided in the foreign subsidiary. There was no
change in the amount of net deferred tax asset (2023:
increase of £191k recognised as income tax credit).
Group contract assets (net of ECL provisions) have
decreased to £6.2m (2023: £8.5m), primarily reflecting
an increase in the credit risk against two customers in
the year, despite recognising revenue from one new
contract and the renewal of another.
The Group invested £1.5m (2023: £1.2m) into the
Employee Based Trusts. These are recognised as
Treasury Shares in the Group consolidated results and
as Investment in Trusts by the Company.
There were no discontinued operations in the current or
previous year.
Dividend
The Directors do not recommend the payment of a
dividend.
Future developments
The Group has continued to make progress in both
its MTF exchange and data activities during 2024
with growth in revenue, numbers of clients and client
pipeline despite a challenging market environment.
This expansion supported by the increasingly
comprehensive suite of products for its clients
underpins the potential for new customers as the
trading opportunities on the Aquis Markets become
more widely recognised, as does the opportunity
for increased trading volumes. Several banks and
brokers who are focused on the market micro-structure
and best execution have continued to increase their
activities on Aquis Exchange and it is anticipated that
others will follow during 2025.
Licensing activities continue to grow across a range
of asset classes as the Group's brand and reputation
strengthens, and regulatory changes generate new
requirements for investment banks, brokers and trading
companies. In addition, the continued growth in the
Group's exchange activities helps promote the quality
of the technology and assists in generating technology
licensing opportunities internationally and across
different asset classes through Aquis Technologies.
Governance Summary
Directors' Board and Committee attendance during 2024 is summarised below:
Director
Board
ARCC
NRC
Glenn Collinson*
12/12
8/8
Alasdair Haynes
14/14
Richard Fisher
14/14
Jonathan Clelland*
2/2
Fields Wicker-Miurin
12/14
9/9
Mark Goodliffe
13/14
5/5
David Vaillant
13/14
Deirdre Somers
13/14
5/5
9/9
Ruth Wandhöfer*
12/14
5/5
1/1
*Jonathan Clelland and Glenn Collinson resigned from the Board on 18 April and 19 November respectively. Ruth
Wandhöfer joined the NRC in November 2024.
36
Aquis Exchange PLC Report and Accounts 2024
It was a continued challenge for UK primary markets
in 2024, with the number of IPOs across all exchanges
declining significantly for another year. Despite this,
Aquis Stock Exchange made significant progress on
trading volumes and secondary fundraising, and
conducted 3 IPOs over the period. The Group is
confident that this activity will be further enhanced
during 2025 and thereafter.
Management remains focused in 2025 on completion
of the SIX Offer. On 20 December 2024, the requisite
majorities of shareholders voted in favour of the cash
offer for the Company by SIX Exchange Group AG to
be implemented by way of a court-sanctioned scheme
of arrangement under Part 26 of the Companies
Act. Subject to the satisfaction (or waiver, where
applicable) of the outstanding conditions to the SIX
Offer, the SIX Offer remains expected to complete in
Q2 2025.
Directors' indemnity
The Directors can confirm that as at 31st December
2024 there were no qualifying third-party indemnity
provisions or qualifying pension scheme indemnity
provisions, for the benefit of Directors of the Group
or directors of associated companies and that such
provisions were not in force during the financial year.
Political contributions
The Directors can confirm that no political
contributions, financial or otherwise, were made during
the year.
Post balance sheet events
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.
Research and development
The Group is committed to continue to invest in
research and development to enhance the quality,
efficiency, effectiveness and breadth of its technology.
Subsidiary companies / Associates / Branches outside
the UK
The Company has one subsidiary company in France:
Aquis Exchange Europe SAS (AQEU). This subsidiary
company operates an MTF and is regulated by the
Autorité de Contrôle Prudentiel et Résolution (ACPR)
since March 2019. Aquis does not have any other
subsidiaries, associate companies or branches outside
the UK.
Share Capital Structure
Aquis Exchange PLC is dual listed on the Aquis Stock
Exchange and the AIM market of the London Stock
Exchange. The Company has 27,602,531 ordinary
shares of 10p each in issue (31st December 2023:
27,516,781). During the year the Company acquired
328,861 (2023: 331,179) of its own shares with a nominal
value of £32,886 (2023: £37,178) for consideration
of £1,517,690 (2023: £1,215,243). These shares were
acquired for the Employee Benefit Trusts operated by
the company (further details in Note 30 to financial
statements).
The shareholders with a significant holding (more
than 3.0%) in Aquis as at 31st December 2024 were as
follows:
XTX Markets
9.45%
Mr Gaudenzio Roveda
9.28%
Mr Richard Ricci
7.75%
Schroders
5.00%
Kendall Capital Markets
4.93%
Mr Alasdair Haynes
4.90%
Aquis Exchange Employee Benefit Trust
4.02%
Syquant Capital
3.92%
Barclays Wealth
3.69%
At 31st December 2024 there were no securities
carrying special rights and no restrictions on voting
rights. At 31st December 2024, 1,354,748 shares
representing 4.9% of the total issued share capital was
held by the Directors.
Directors’ Report (contd.)
STRATEGIC REPORT
37
Aquis Exchange PLC Report and Accounts 2024
The Company operates an Employee Share Incentive
Plan (SIP), Enterprise Management Incentive plan
(EMI), Company Share Option plan (CSOP), Restricted
Share Plan (RSP) and an Executive Share Option
Plan (PPO). The voting rights of the shares held in the
trust relating to the SIP, EMI, CSOP, RSP and PPO are
managed and controlled by the trustee.
Other than the Executive Directors' participation
in long term incentive plans, full details of which
including change of control provisions are included
in the Directors' Remuneration Report on page 56,
there are no significant agreements that would alter
or terminate on a change of control of the Company
and no agreements with Directors or employees for
compensation for the loss of office or employment
that occurs because of a successful takeover of the
Company.
Shareholder return
Aquis shareholders' return for 2024 amounts to 91.1%
compared to the AIM index of the London Stock
Exchange which had a return for the same period of
-5.7%. Aquis shareholders' return since 14th June 2018
amounts to 88.5% compared to the AIM index of the
London Stock Exchange which had a return for the
same period of -33.5%.
Aquis Shareholder Return
14 June 2018 - 31 December 2024
Professional development programs
The Company supports the continued development
of the Directors. This is achieved primarily through
attendance at external conferences and seminars
and in-house presentations. It also runs technical and
management development training programs for
employees.
Corporate Governance
The Board continued to apply the UK Corporate
Governance Code (the "Code") recommendations on
stakeholder engagement during the year. It focused
on active interaction with stakeholders, information on
which is set out in further detail in the Strategic Report,
Nomination and Remuneration Committee Report, and
Directors' Report.
The Directors have implemented appropriate
measures, as stated in the Strategic Report to comply,
so far as practicable, with the Code, and can confirm
that the Group has complied with the Code throughout
the financial year ended 31 December 2024 and to the
date of this report.
Employees
Details on the Company's approach to employee
engagement and human rights and diversity is given
in the Strategic report on page 18, and information on
the Share Incentive Plan (SIP) can be found in the NRC
report.
Diversity policy
The Group has adopted a Diversity and Inclusion policy
which is set out in more detail in the Strategic report on
pages 18 to 19.
Environment
The Directors recognise the broader Group's
responsibility to consume resources in a manner that
ensures the long- term sustainability of the business
and the environments in which it operates.
Although the Group has a relatively small resource
base and associated office space, the Group
recognises that it creates carbon emissions from
energy, waste and water in its offices as well as the
data centres, staff travel and indirectly through the
supply of our office hardware.
Details of the initiatives that the Group has adopted in
its efforts to reduce the impact of this carbon footprint
is included in the Strategic Report on page 20.
Aquis share price (rebased)
AIM index (rebased)
01/07/2018
100%
120%
140%
60%
40%
80%
160%
180%
200%
220%
31/12/2018
31/12/2019
31/12/2020
31/12/2021
31/12/2022
31/12/2023
31/12/2024
38
Aquis Exchange PLC Report and Accounts 2024
Directors’ Report (contd.)
Principal risks and uncertainties and risk
management policies and objectives
The principal risks and uncertainties of the Group,
together with mitigating actions taken, are detailed in
the Strategic Report from page 23.
In addition, the financial risk management disclosures
have been included in Note 5 in the Group Financial
Statements accompanying this report.
Financial reporting process – internal control and risk
management systems
The Group has established review processes, internal
controls and risk management systems in relation to the
financial reporting process, which are formally set out
within the Group's Internal Control Framework and Risk
Management Framework.
Aquis has recruited a Board with the relevant financial
and other complementary skills to exercise oversight
over the reporting, assessment and use of the Group's
financial information and to provide robust challenge
to management. The principal committee which
oversees this area is the ARCC.
The exchange transaction and credit risk levels for
Aquis Markets customers are considered low given
that the majority of the clients are large financially
secure financial institutions who are invoiced monthly;
however, in order to ensure that Aquis reviews and
manages the business risks effectively, management
maintain a risk register which addresses all the
identified business risks which is reviewed and assessed
by the ARCC on a quarterly basis. The majority of Aquis
Technologies clients are less established businesses
and are therefore monitored on an individual basis. For
AQSE there are a larger number of clients, but of much
smaller scale and credit risk is closely monitored on
both a collective and individual basis.
The financial statements are subject to external audit
before being reviewed and approved by the Board
prior to shareholder approval.
Aquis prepares monthly management accounts which
are presented to the Board. The management accounts
consist of actual monthly profits or losses compared
with Budget, Balance Sheet, variance commentary and
forecast, regulatory capital surplus and cash flow for
the rest of the calendar year.
All new exchange members, software licences and
data subscribers are authorised by the Chief Financial
Officer. New exchange members or clients of Aquis
Technologies are subject to Know Your Clients (KYC)
and Anti-Money Laundering (AML) checks by the
Aquis compliance department. All software licences
are reviewed and approved by the CFO/COO. All
expenditure and client invoices are authorised by
the CFO.
Aquis utilises an external provider for the internal
audit function. The ARCC approves the departments
and functions that are audited. All key operational
departments and / or functions are audited within a
3-year period.
Any issues raised by the external audit team will be
communicated to, considered by and logged by
the ARCC. The external and internal audit team are
granted access to ARCC and Board papers and any
issues identified by the external audit team will be
communicated to the internal auditors by the CFO.
Aquis has established a Disaster Recovery crisis
team and clear Disaster Recovery plans which are
tested regularly. The plans focus on the exchange
functionality and Aquis' ability to ensure trading
activities can continue under any circumstances and
providing support as required for the ability to access
all systems including Aquis' financial systems.
Access to IT networks, equipment, storage media and
program documentation is restricted to authorised
individuals. All Aquis information is stored in secure
dedicated data centres. Access to the data centres
is restricted. All information is password controlled
and the IT infrastructure department monitor system
usage. Access to IT systems, programs, master data,
transaction data and parameters and to processing
in web-based or web-enabled financial systems is
restricted and password controlled.
Aquis has clearly defined whistleblowing policies
which are set out in the Staff Handbook which is
distributed to all employees when they join the Group.
The whistleblowing policies are also included in the
compliance training program which all employees
undertake annually. These policies include escalation
of problems and concerns to senior management
and the monitoring of how these are addressed. The
policies provide clear guidance on reporting concerns
including if required to the Chair. Alternatively,
employees can report concerns directly to the Financial
Conduct Authority (FCA).
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Statement of Directors' Responsibilities in respect of
the financial statements
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance
with applicable law and regulation.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors have prepared the Group and
Company financial statements in accordance with UK-
adopted accounting standards and the Companies Act
2006.
Under company law, 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
Group and Company and of the profit or loss of the
Group and Company for that period. In preparing the
financial statements, the Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• state whether applicable UK Accounting Standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements;
• make judgements and accounting estimates that are
reasonable and prudent; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the group and company will continue in
business.
The Directors are also responsible for safeguarding the
assets of the group and company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group's and Company's transactions
and disclose with reasonable accuracy at any time
the financial position of the group and company and
enable them to ensure that the financial statements
and the Directors' Remuneration Report comply with
the Companies Act 2006.
The Directors are responsible for the maintenance
and integrity of the company's website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors' confirmations
The Directors consider that the annual report and
accounts, taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the Group's and
Company's position and performance, business model
and strategy.
In the case of each Director in office at the date the
Directors' report is approved:
• so far as the Director is aware, there is no relevant
audit information of which the Group's and
Company's auditors are unaware; and
• they have taken all the steps that they ought to have
taken as a Director in order to make themselves
aware of any relevant audit information and to
establish that the Group's and Company's auditors
are aware of that information.
The Directors' Report was approved by the Board of
Directors on 7 April 2025 and is signed on its behalf by:
David Stevens
Chief Executive Officer
Richard Fisher
Chief Financial Officer & Chief Operating Officer
40
Aquis Exchange PLC Report and Accounts 2024
Deirdre Somers
Independent Non-Executive Chair
Deirdre joined the Board in October 2020 and was appointed to the role
of Chair in November 2024. She is a stock market expert having served as
the CEO of the Irish Stock Exchange from 2007 to 2018 and the President of
FESE between 2015 and 2018. She is currently a NED and audit committee
member of BlackRock iShares and Episode plc; NED of Enfusion Inc;
NED and audit committee chair of Kenmare Resources plc and Chair of
Cancer Trials Ireland. She is a Member/ Fellow of the Institute of Chartered
Accountants in Ireland since 1991. Deirdre also sits on the Company’s
Nomination & Remuneration Committee.
David Stevens
Chief Executive Officer
David is the Chief Executive Officer of Aquis. He joined Aquis in 2020 as Chief
Revenue Officer, before becoming Chief Operating Officer in 2023 and Chief
Executive Officer in 2025. David was previously the CEO of foreign exchange
broker Global Reach Group and has held senior positions at Investment
Technology Group and JP Morgan after beginning his career at Goldman
Sachs.
Richard Fisher
Chief Financial Officer and Chief Operating Officer
Richard is the Chief Financial Officer (“CFO”) and Chief Operating Officer
(“COO”) of Aquis Exchange PLC. He joined the Board in March 2022 and
also attends the Company’s ARCC and Nominations and Remuneration
Committees.
Prior to joining Aquis he was the Director of Finance at Redwood Bank and
has also been the Chief Accountant at RBS among other senior roles at the
firm.
Board of Directors and Management Team
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Fields Wicker-Miurin
Senior Independent Non-Executive Director
Fields Wicker-Miurin OBE, joined the Board in March 2022 as an INED. She is
the Senior Independent Non-executive Director and chairs the Nominations
and Remuneration Committee. Fields has a distinguished career with
over 40 years’ experience as an executive and non-executive director in
financial services, including serving as CFO of the London Stock Exchange
(1994-7), and serving on the board of BNP Paribas (the eurozone’s largest
bank) for 12 years. Fields currently serves on the board of Scor se (a leading
global reinsurance company) and Monzo, and chairs both remuneration
committees. She is also Deputy Chair of the Royal College of Art & Design.
Mark Goodliffe
Independent Non-Executive Director
Mark is a Non-Executive Director of the Company and Chairman of
the ARCC, and also holds both roles for the Aquis Stock Exchange. He
joined the Board in March 2018. Mark is the co-founder of the Cracking
the Cryptic YouTube channel and was an independent Non-Executive
Director and Chairman of the Audit Committee of both CME (Europe)
Limited and CME Trade Repository Limited.
Alasdair Haynes
President
Alasdair Haynes is the President of Aquis Exchange PLC. He founded the business
in 2012 after identifying the opportunity for providing a high-quality equities
exchange differentiated from all other exchanges through the introduction of a
subscription pricing model. Prior to founding Aquis, Alasdair was CEO of Chi-X
Europe.
Alasdair was the CEO of Aquis Exchange PLC until he stepped down due to
health reasons in February 2025, and assumed the role of President.
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Aquis Exchange PLC Report and Accounts 2024
David Vaillant
Independent Non-Executive Director
David is a Non-Executive Director of Aquis Exchange PLC and Chairman of
Aquis Exchange Europe SAS (since September 2019). He joined the board in
June 2020. David is the Global Head of Finance, Strategy and Participation,
and CEO for France at BNP Paribas Asset Management. He started his
career as a lawyer with Skadden, before joining the French Central Bank. He
then held several positions at BNP Paribas CIB / Corporate Finance, notably
Head of Banking for Europe, Middle East and Africa. David is also the
Chairman of International Woodland Company Holding A /S, and of Gambit
Financial Solutions, as well as a board member of Baroda BNP Paribas Asset
Management India Private Limited.
Board of Directors and Management Team
Dr Ruth Wandhöfer
Independent Non-Executive Director
Ruth joined the Board in March 2022 as an INED and also sits on the
Company’s Audit, Risk and Compliance Committee, the Nomination &
Remuneration Committee and the board of its Aquis Exchange Europe
subsidiary. Ruth has significant financial services, technology and regulatory
experience. Following a senior executive career at Citi, she has served on a
number of Boards as an INED including the London Stock Exchange Group,
Digital Identity Net, Gresham Technologies and currently PTSB in Ireland. She
held the Chair position of the Payment Systems Regulator Statutory Panel from
2020 to 2023, is an author, public speaker and a Visiting Professor at Bayes
Business School (formerly CASS).
Philip Olm
Company Secretary
Philip Olm is the Company Secretary and General Counsel of the
Company. He joined Aquis in March 2020. Prior to joining Aquis he acted
as in-house counsel for a US based derivatives exchange and has many
years of experience as an equity capital markets lawyer gained at UK and
international law firms.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
44
Aquis Exchange PLC Report and Accounts 2024
Audit, Risk and Compliance Committee Report
This report is intended to give an overview of the
role and activities of the Audit, Risk and Compliance
Committee ("ARCC") in assisting the Board to fulfil its
oversight responsibilities relating to systems of internal
control and risk management, the independence and
effectiveness of the external auditor and the integrity of
the Group's financial statements. It details the activities,
discussions and decisions that enabled the ARCC to
fulfil its responsibilities effectively during the financial
year ended 31st December 2024.
Composition and meetings
The ARCC members as at 31 December 2024 were
Mark Goodliffe and Ruth Wandhöfer. Deirdre Somers
was a member of the ARCC until her appointment to
Chair of the Aquis Board on 19 November 2024. An
additional member of the ARCC is currently being
considered by the Board.
The ARCC has been chaired by Mark Goodliffe,
a qualified chartered accountant (ICAEW) and
independent non-executive director, since June
2018. The Group considers that the ARCC members'
qualifications and experience enable it to comply with
the audit committee composition requirements.
The Chair, Chief Executive Officer, Chief Financial
Officer, Director of Finance, Finance Executive Director,
General Counsel, Head of Regulation, Head of
Surveillance and Compliance Officer are standing
invitees to all ARCC meetings.
The role and responsibilities of the ARCC
The ARCC was created in 2013 and the Terms
of Reference ("ToR") of the ARCC follows the UK
Corporate Governance Code and FRC guidance.
The Board undertakes an annual evaluation of the
ToR which includes an assessment of the ARCC
performance.
The principal role and responsibilities of the ARCC are:
• Financial reporting: review of the financial
statements and oversight of the relationship with the
external auditors and the external audit process;
• Internal audit: monitoring and reviewing the
effectiveness of the Group's internal auditors and
internal controls, including planning over a 3-year
period the internal audit schedule and annual audit
reviews;
• Risk assessment: quarterly risk assessment assessing
all internal and external business risks and mitigation
thereof; and
• Compliance: quarterly compliance review.
2024 Activities
The ARCC maintains a formal agenda which ensures
that all matters for which the Committee is responsible
are considered at each meeting. The agenda for
each meeting during 2024 was determined by the key
events of the annual financial reporting cycle, the risks
identified by the Committee and the standing items
under the ToR.
Following the external audit tender process in 2021 and
the decision to appoint Forvis Mazars LLP, the ARCC
has concentrated on building an effective working
relationship with the external auditor, including
monitoring their independence and effectiveness and
has reviewed the scope of the external audit and
agreed the key areas of focus. Forvis Mazars will not
provide non-audit services to the Group except for
the Client Money and Custody Asset Assurance Report
(CASS) audit. The Forvis Mazars audit partner for the
current audit is Pauline Pélissier.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
In addition to maintaining the relationship with
the external auditor, the ARCC discharged its
responsibilities by / through the following:
• Ensured the integrity of the financial statements,
including annual and half-yearly reports, preliminary
announcements, and formal statements relating to
financial performance;
• Reviewed and monitored the principal internal and
external business risks and associated mitigative
management actions on a quarterly basis. This
process included a robust assessment of the
emerging and principal risks by the board, as well
as monitoring existing previously identified risks;
• Monitored and approved risk mitigation activity,
including appropriate hedging of employee share
options and management of FX risk;
• Assessed the financial risk associated with new
clients and regularly reviewed the appropriateness
of the financial risk management of current clients;
• Ensured financially appropriate valuations of
investments in subsidiaries and other investments;
• Completed a comprehensive assessment and review
of all accounting policies with particular emphasis
on areas of judgement and estimates to ensure that
they remain appropriate as the Group continues to
grow;
• Assessed the annual ICARA;
• Considered operational risks, cybersecurity risks
and technology resilience. This included an annual
review of the effectiveness of risk management and
internal control systems; and
• Reviewed and monitored compliance, surveillance
and regulation developments on a quarterly basis.
Priorities for the 2025 financial year will include:
• Continued monitoring of key processes such as
business continuity planning and risk assessment,
disaster recovery and cybersecurity monitoring
programmes;
• Monitoring and reviewing the progress of the
strategic plan activities and the associated risks to
the delivery of the plan;
• Monitoring the quality and effectiveness of the
support services provided to AQEU and AQSE across
all departments;
• Monitoring the progress of any management actions
recommended by Forvis Mazars within their letter to
Those Charged with Governance;
• Continuing to assess the impact of developments
in accounting standards and the related
implementation;
• Continuing to monitor compliance, surveillance and
regulatory developments, including any UK/EU
regulatory divergence and the implications of it on
the business; and;
• Continuing to monitor progress on the key projects of
the Group.
46
Aquis Exchange PLC Report and Accounts 2024
Nomination & Remuneration Committee Report
The Board has brought together the responsibilities
of both nominations and remuneration matters in
one committee to ensure Aquis is in a strong position
to attract, motivate and retain the best talent for the
Group in a competitive and dynamic environment. The
Board recognizes that Group performance depends on
both individual and team contributions. Its approach
is to encourage and reward sustainable financial
performance, innovation and growth in shareholder
value over the longer term.
The Board has delegated authority to the Nomination
and Remuneration Committee (NRC) to prepare
proposals to the Board on key matters relating to
nomination and governance topics, and all director-
level remuneration topics. The Senior Independent
Director is the Chair of the Nominations and
Remuneration Committee. All members of the NRC are
independent. The NRC is advised by an independent
external remuneration consultancy (FIT Remuneration
Consultants) and has the authority to commission
external expertise whenever required.
Within its Nomination remit, the NRC ensures that the
Board has the right composition of skills, expertise and
diversity in its directors and is the right size to conduct
its responsibilities effectively. The NRC reviews the
composition and remits of Board committees (Audit,
Risk & Compliance, and the NRC). It makes proposals
to the Board for any desired changes in composition
or remit and keeps under review succession planning.
The NRC also supports the boards of the subsidiary
companies (AQSE and AQEU) in their composition
assessments to ensure they are well-equipped to
fulfil their roles. Regarding executive nomination
matters, the NRC has sight over the development
and performance of both the Executive Directors
(EDs) and the members of the Executive Committee.
It keeps under review further talent development and
succession planning.
The NRC consults an external reviewer to conduct a
board performance review. The work undertaken by
the external reviewer would provide an external view
on the matters discussed annually during internal
review. The last external review was undertaken in
2020/21, the timing of the next external assessment is
being considered by the Board.
More broadly, the NRC reviews the development of
talent throughout the company, keeps a watching brief
on employee engagement, learning, development
and well-being as well as diversity and inclusion.
The Committee regularly invites the Head of Human
Resources to present matters regarding Aquis
employees. Reflecting its interest in talent development,
the NRC is consulted on senior appointments across
the businesses and in particular appointments to the
Executive Committee.
The Board is committed to equality and diversity
throughout the Group and seeks to attract and retain
a diverse and talented workforce through appropriate
recruitment and selection processes and through
monthly monitoring and communication of the actions
resulting from the regular Pulse surveys. During
2024 Glenn Collinson acted as the Board employee
representative, until his departure in November.
A replacement representative is currently being
considered by the Board. The Group has a Diversity
and Inclusion policy which is set out in more detail in
the Strategic Report on pages 18 to 19.
The Group uses specialist recruitment agencies for all
recruitment opportunities for the Board and employees.
There were no additions to the Board or subsidiary
companies during 2024. Roles are also advertised on
the Aquis website and the NRC provides oversight to
ensure that the recruitment process is aligned to Aquis'
policies on equality and diversity.
In fulfilling its Remuneration responsibilities, the NRC
makes proposals to the Board regarding the Group's
remuneration philosophy, principles and policy as they
apply to both Executive and Non-Executive Directors. In
particular, the NRC reviews and makes proposals to the
Board regarding the EDs in relation to 1) the structure of
their total remuneration packages; 2) the levels of their
fixed salaries and any related benefits (e.g. pensions
and health insurance); 3) their performance objectives
for their annual bonus; 4) the assessment of their
performance and their resulting annual bonus; and 5)
their long-term incentive plans, including any Aquis share
or option awards under the plans.
As part of its role to set performance objectives and
then to review performance outcomes, the NRC
receives input from the Audit, Risk and Compliance
Committee with regard to financial outcomes,
compliance with regulations and ensuring that
objectives and rewards do not create risk outside of the
Group risk appetite.
The NRC also reviews the structure of remuneration
throughout the Group to assure itself that the principles
applied are consistent with the philosophy and
principles of remuneration applied to the Executive
Directors.
In addition, the NRC reviews and makes proposals to
the Board on the remuneration structure and levels of
fees for Non-Executive Directors (NEDs).
STRATEGIC REPORT
47
Aquis Exchange PLC Report and Accounts 2024
Directors’ Nomination and Remuneration Report
Annual Statement
Dear Shareholder,
I am pleased to present, on behalf of the Board
of Directors as Chair of the NRC, the Directors'
Remuneration Report for the year ended 31 December
2024. This report is set out in three sections and
includes:
I. this Annual Statement which sets out a summary of
the work of the NRC and the key decisions taken in
2024;
II. our Directors' Remuneration Policy ('Policy') which
sets out the framework within which our Executive
Directors are compensated; and
III. the Annual Report on Remuneration which sets out
details of the payments and awards made to the
Directors for 2024 and summarises how we intend to
operate our Policy in 2025.
We will present a single remuneration-related
resolution covering the whole Directors' Remuneration
Report at the 2025 AGM. This resolution will be subject
to an advisory shareholder vote.
Business context – summary of the year
2024 was a year of consolidation and strategic
progress for Aquis, with gross revenues broadly flat at
£23.8m (2023: £23.7m) and adjusted PBT decreasing
by £4.1m to £1.1m due to increased credit provisions
against two technology contracts as well as the non-
renewal of a contract with a start-up exchange.
Results were strong in the Markets division, where the
total market share grew to 5.22% and the introduction
of conditional orders contributed to increasing trading
volumes in Aquis' dark pool products.
The Technologies division remains focused on
diversifying its client mix, with a particular focus on
national exchanges and central banks. Pleasingly, the
pipeline grew significantly over the period and more
than half of the late-stage prospects now sit in this
category.
The Aquis Stock Exchange registered a record year
for secondary fundraisings since acquisition and a
21% increase in the value of trading against a difficult
backdrop for primary listings in the UK.
Proposed Offer for Aquis Exchange
On 11 November 2024, the boards of directors of Aquis
and SIX announced that they had reached agreement
on the terms of a recommended cash offer to be
made by SIX for the entire issued and to be issued
share capital of Aquis, to be implemented by way of a
court-sanctioned scheme of arrangement under Part
26 of the Companies Act. On 27 November 2024, Aquis
published a circular in relation to the Scheme and
shareholders and on 20 December 2024, the requisite
majorities of shareholders voted in favour of the SIX
offer. Subject to the satisfaction of the outstanding
conditions to the SIX offer, completion is expected to be
in Q2 2025.
This remuneration report has been prepared in this
context, prior to deal completion, and sets out pay
outcomes for 2024 and the approach to pay in 2025.
Board changes
Jonathan Clelland retired from the Board at the 2024
AGM and continued as an employee for the rest of the
year.
On 19 November 2024, Glenn Collinson stepped down
as Non-Executive Chair and as a Director of Aquis.
Glenn was paid his fee as Chair until the date of his
departure from the Board. Deirdre Somers took on
the role of Non-Executive Chair, from which date she
has been paid the Chair fee. Upon appointment as
Chair, Deirdre stepped down from the Audit, Risk &
Compliance Committee.
On 17 February 2025, after the year end, we
announced that Alasdair Haynes had informed the
Board of his decision to step back from the day-to-
day running of the business for health reasons. We
appointed him as President of the Group. Subject
to shareholder approval, Alasdair becomes a Non-
Independent Non-Executive Director of the Company,
where he acts as senior counsel to the management
team, supports with strategic evolution and continues
to be an ambassador of the Group. In addition, he
continues as Chief Executive Officer of the Aquis Stock
Exchange division.
On the same day, the Board appointed David
Stevens, Chief Operating Officer, as Chief Executive
Officer and a Director of the Company, subject to
regulatory approval. In accordance with the Articles
of Association of the Company, David will retire at
the next annual general meeting and shall seek
shareholder approval for his re-appointment at the
meeting.
48
Aquis Exchange PLC Report and Accounts 2024
Directors’ Nomination and Remuneration Report
(contd)
Aquis' Chief Financial Officer, Richard Fisher, assumed
the joint responsibilities of both Chief Financial Officer
and Chief Operating Officer from 17 February 2025.
All Board changes are subject to shareholder approval
at the next annual general meeting.
2024 Annual Bonus Outcomes
The Committee applied the Executive Directors'
Remuneration Policy consistently for the year 2024
when considering the remuneration outcomes for the
three Executive Directors who were on the Board for
part or all of the year.
The annual bonus for the year ending 31 December
2024 was based on Group revenue (49.0%), Group
Profit Before Tax (21.0%) and strategic, non-financial
objectives (30%). Group gross revenue of £23.8m was
above threshold, however net revenue of £20.1m and
Group adjusted PBT* of £1.1m were both below the
threshold targets set by the Committee and therefore
no bonus became payable against the financial
elements of the bonus scheme.
Under the strategic, non-financial element of the
bonus, Alasdair Haynes received a bonus of 21.8% of
salary and Richard Fisher received a bonus of 21.4% of
salary. Details of the objectives and their achievement
are set out in the Annual Report on Remuneration.
Jonathan Clelland was a participant in the 2024
annual bonus plan for the part of the year he was
employed as an Executive Director and as a Strategic
Advisor thereafter on a pro-rate basis. Jonathan
received a total bonus of £12,555. His previous share
awards vested on a pro rata basis on cessation and he
was not granted any share awards in 2024.
ln addition to reviewing performance against the
specific targets set under the annual bonus and
long-term incentive arrangements, the NRC takes into
account the context of the underlying performance of
the business and the experience of our stakeholders.
The NRC was satisfied that the overall results reflected
the strong performance of the Group and of the
Executive Directors and therefore no discretion was
used to adjust the formulaic outcomes under the
incentive arrangements.
Vesting of Options
In 2022, Alasdair Haynes, Jonathan Clelland and
Richard Fisher were granted awards of restricted
shares, which are due to vest in April and June 2025.
These awards were subject to an underpin measured
during the period 1 January 2022 to 31 December
2024. The Committee has considered the underpin
and assessed that the long term value it sought to
encapsulate has been achieved; accordingly, it intends
to approve the vesting of these awards.
*Alternative performance measures have been used to
exclude the impact of the Recommended Offer.
Executive Director Remuneration in 2025
Fixed salaries
As a result of the changes to the Executive Directors'
roles as set out above, the Committee considered base
salary positioning carefully and the following salaries
became effective from 18 February 2025.
• David Stevens £310,000
• Richard Fisher £300,000
David Stevens' salary has been set at the same salary
as his predecessor's base salary to reflect his new role
as Chief Executive Officer. Richard Fisher's base salary
has been increased from £267,500 to £300,000 which
takes into account his increased responsibilities as
Chief Operating Officer.
2025 Annual Cash Bonus
The maximum annual cash bonus opportunities have
been revised so that the CEO's maximum opportunity is
80% of salary (compared to a previous CEO maximum
of 120% of salary). The bonus opportunity will remain
at 80% for the CFO/COO. The objectives will be based
on a mix of financial (net revenue and PBT) and non-
financial objectives relating to deal success, leadership
and strategic progress. If the completion with SIX takes
place during the year, an assessment of performance
will be undertaken at the time and any bonus earned
would be pro rated.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
2025 Long Term Incentive award
Our recent practice has been to grant premium priced
options (PPOs) under the Aquis Exchange Executive
Share Option Plan (AEESOP). Given that the share
price has tracked the proposed takeover price since the
deal announcement, granting PPOs when no further
movement in the share price is expected is no longer
viable.
As a result, the Committee intends to grant restricted
share awards to all employees which is consistent with
the approach taken prior to the introduction of PPOs.
The award level for the CEO and CFO/COO will be
70% of salary and will be subject to an underpin such
that vesting is conditional on the underlying profit
before tax for the financial year ended 31 December
2025 (or portion thereof) (excluding the impact of any
exceptional costs associated with the Offer and the
impact of any revenue recognition timing as a result of
IFRS15 relating to technology contracts) is equal to or
greater than 90% of the budgeted profit approved by
the Board for that year (or period thereof).
No award will be made to the President.
In the event of deal completion, the restricted share
awards would vest on completion and will be earned
on a pro rata basis.
2024 was an eventful and important year for Aquis.
At the Board level, we saw changes in our Chair
and executive directors, all business lines delivered
steady results in a difficult market, and management
worked successfully to progress the cash offer for
Aquis by SIX that was wholeheartedly approved by our
shareholders. I would like to thank our shareholders for
your valued support of our remuneration policies and
their implementation.
Fields Wicker-Miurin
Nomination and Remuneration Committee Chair
11 April 2025
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Aquis Exchange PLC Report and Accounts 2024
Directors' Remuneration Policy
The Directors' Remuneration Policy was amended in
2023 following an extensive shareholder consultation
exercise undertaken at the beginning of the year.
Last year, the Policy for non-executive directors was
amended to include company shares as part of their
annual fee, along with a requirement that each non-
executive invest an additional proportion of his/her fee
in Aquis shares. However, given the announcement of
the Recommended Offer during the period, it was not
practicable at this time and was not implemented in
2024.
In 2025, we are proposing to make the following
amendments which reflect the proposed offer for Aquis
and the change in roles at Executive Director level.
1. PPOs will be replaced by an award of restricted
shares (options with a 10p exercise price) - this
reflects the current share price being fixed at the
recommended takeover price
2. The bonus opportunity for the CEO being reduced
to 80% of salary following the change in Chief
Executive Officer.
The rationale for these changes is set out in detail in
the Annual Statement on page 48.
The table below provides a summary of the proposed
Remuneration Policy for Executive Directors:
Element
Base salary
Purpose
Recruit and retain executives of a high calibre.
Reflect an individual's experience, role and performance.
Prevent unnecessary risk taking.
Operation
Salaries are paid monthly. They are reviewed annually and normally fixed for 12
months commencing 1 January.
In deciding appropriate levels, the Board considers:
• the role, experience, responsibility & performance of the individual;
• increases applied to the broader workforce; and
• relevant market information for similar roles in two universes of peers, both
companies of a similar market cap size and companies that are closest to Aquis
in terms of business model and competition for talent, and
• the performance of the company.
The Board considers the impact of any salary increase on the total remuneration
package prior to awarding any increases
Maximum
There is no maximum. The Board is guided by average increases across the
workforce. However, higher % increases may be awarded on occasion, for
example (but not limited to):
• Where an individual is promoted or has been recruited on a below market
rate; or
• In relation to a change in size, scale or scope of an individual's role or
responsibilities or in the size or complexity of the business or where salaries
have fallen significantly below mid- market levels.
Performance
NRC reviews the salaries of Executive Directors each year taking due account of
all the factors described in the ‘Operation’ and ‘Maximum’ columns of this table.
Directors’ Remuneration Policy
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Element
Benefits
Purpose
Recruit and retain executives of a high calibre
Operation
Benefits may include:
• Medical and life insurance;
• Executive Directors are also eligible to participate in any all-employee HMRC
tax advantaged share schemes, on the same basis as other employees;
• Relocation or related expenses may be offered including tax equalisation to
ensure the executive is no better or worse off;
• Executive Directors may be offered other benefits if considered appropriate
and reasonable by the NRC.
Maximum
There is no maximum as costs may vary in accordance with market conditions.
HMRC tax- advantaged limits will apply in accordance with share scheme rules.
Performance
N/A
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Aquis Exchange PLC Report and Accounts 2024
Directors’ Remuneration Policy (contd)
Element
Annual cash bonus
Purpose
To incentivise the achievement of annual financial and/ or strategic business
targets, appropriately stretching, in line with shareholder interests.
Operation
Participation in the bonus plan is at the discretion of the Board.
Bonus payment is determined after the year end, based on performance against
targets set at the start of each year.
For Executive Directors, bonus payments are normally paid in the April after year
end and after the announcement of the financial results for the year.
Bonus payments are subject to recovery and withholding provisions in the event
of financial misstatement, error or gross misconduct, see below for more details.
Maximum
An overall maximum of 80% of salary applies to the CEO and CFO/COO and
60% of salary for the President.
Performance
Performance metrics are selected annually based on the Group’s financial and
strategic objectives.
The bonus will be based on the achievement of an appropriate mix of
challenging financial, strategic or personal targets, tailored each year to reflect
business priorities.
Outcomes will be based on the achievement of a mix of financial and non-
financial measures.
Nothing is payable for performance below a minimum level of performance.
The metrics, and proportion of bonus that can be earned against each metric,
will be disclosed in the Annual Report on Remuneration each year for the
outcome year.
The calculation of the annual bonuses from the actual performance achieved
against each bonus target will be described retrospectively each year in the
Annual Report on Remuneration.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Element
Long Term Incentives
Purpose
To incentivise Executive Directors and senior executives to achieve successful
execution of business strategy over the longer term.
To align the interests of the Executives, senior staff and shareholders.
To encourage long- term retention.
Operation
Participation and individual award levels will be determined annually at the
discretion of the Board within the Policy.
Awards are normally granted annually in the form of premium priced options
under the Aquis Exchange Executive Share Option Plan (AEESOP) or restricted
share awards under the Aquis Exchange Omnibus Share Plan.
Award levels will be subject to the individual limit and will take into account
matters such as market practice, overall remuneration, and the performance of
both the Group and the Executive being granted the award.
Awards normally vest after three years subject to continued employment.
A holding period will apply under which all Executive Directors are required to
retain their net of tax vested awards for two years post vesting.
Awards are subject to recovery and withholding provisions – see below for more
details
Maximum
Maximum grant at a fair value level of 125% of salary in the form of premium
priced options over shares for current Executive Directors.
The value of the 2025 restricted share award level will be equal to 70% of salary
for the CEO and CFO/COO.
Performance
Awards will normally vest three years after grant subject to continued
employment.
PPOs - the performance condition that applies is a premium of at least 25%
premium to the share price at the date of the grant.
Restricted shares - awards may be subject to an underpin.
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Aquis Exchange PLC Report and Accounts 2024
Directors’ Remuneration Policy (contd)
Element
Shareholding guidelines
Purpose
To align the interests of management and shareholders and promote a long-
term approach.
Operation
Policy for all Executive Directors on shareholding is that in the medium-term each
will be expected to build up and hold their own shareholding in the Company to
a value of at least 200% of their base salary in line with market practice in this
area.
Award levels will be subject to the individual limit and will take into account
matters such as market practice, overall remuneration, and the performance of
both the Group and the Executive being granted the award.
The Board also operates a formal post-cessation shareholding policy in the
light of the provisions of the UK Corporate Governance Code. It is the Group's
policy that good leavers' share awards should vest where applicable subject
to a pro rata reduction. Thereafter, such vested share awards for good leavers
will still also be subject to the 2-year holding period and the same associated
withholding and recovery conditions as for those not leaving. Vested share
awards for good leavers that are still within the 2-year holding period will
continue to be held to the end of that holding period. The Group believes that
these post leaving conditions provide sufficient shareholder protection whilst not
risking unfairly penalising good leavers by forcing a further holding period for
shares released from vested awards first granted more than 5 years ago or for
shares acquired independently from the Group's share plans with good leavers'
own resources.
Maximum
N/A
Performance
N/A
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Element
Non- Executive Chair and Non- Executive Directors’ fees
Purpose
To attract and retain a high- quality Chair and experienced Non-Executive
Directors.
Operation
The Non-Executive Chair receives a single fee covering all her duties. The Non-
Executive Directors receive a basic fee and additional fees payable for being
the Senior Independent Director, chairing or being a member of the Audit, Risk
& Compliance or the Nomination & Remuneration Committees, or the Group’s
Regulated Subsidiary Boards and their committee.
The level of fees of the Non- Executive Directors reflects the time commitment and
responsibility of their respective roles.
In exceptional circumstances, additional fees may be payable to reflect a
substantial increase in time commitment of the Non- Executive Chair or Directors.
Maximum
There is no maximum. Any increase to fees, however, will be considered in light of
the expected time commitment in performing the roles, increases received by the
wider workforce and market rates in comparable companies.
Performance
Neither the Non- Executive Chair nor the Non-Executive Directors are eligible for
any performance-related remuneration.
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Aquis Exchange PLC Report and Accounts 2024
Directors’ Remuneration Policy (contd)
Consideration of employment conditions elsewhere in
the Group
Whilst the NRC does not consult directly with
employees on the Directors' Remuneration Policy, the
NRC does receive periodic updates regarding salary
increases and remuneration arrangements across the
Group. This is borne in mind when determining the
Remuneration Policy and payments for the Executive
Directors.
Bonus and incentive plan discretions
The Group will operate the Annual Cash Bonus Plan
and Aquis Exchange Executive Share Option Plan
according to their respective rules and in accordance
with the AQSE Rules, AIM Rules and HMRC rules,
where relevant. The Board, consistent with market
practice, retains discretion over a number of areas
relating to the operation and administration of these
plans, albeit the level of award is restricted as set out
in the policy table above. These include (but are not
limited to) the following:
• Who participates in the plans;
• The timing and form of grant of award and/or
payment (including what performance conditions or
underpins may apply);
• The size of an award and/or a payment (including
application of holding periods);
• Discretion relating to the measurement of
performance in the event of a change of control or
other corporate events;
• Determination of a good leaver (in addition to any
specified categories) for incentive plan purposes
based on the rules of each incentive plan and the
appropriate treatment chosen including timing of
when the award may vest and whether time pro-
rating will apply;
• Adjustments required in certain circumstances (e.g.
rights issues, corporate restructuring, on a change of
control and special dividends);
• The ability to adjust existing performance conditions
and underpins for exceptional events, including any
M&A activity so that they can still fulfil their original
purpose whilst being no less stretching; and
• Application of recovery and withholding provisions,
including treatment of awards pending disciplinary
proceedings (see further below).
Recruitment and Promotion Policy
The remuneration package for a new Executive
Director will be established in accordance with
the Directors' Remuneration Policy subject to such
modifications as are set out below.
Directors' service contracts terms
The Group contract term policy is to establish Executive
Directors' notice period of 6 months in line with
market norms. The Non-Executive Directors' letters of
appointments are subject to annual approval at the
AGM.
All Directors' service contracts and letters of
appointment are available for inspection from the
Company Secretary on request.
Salary levels for Executive Directors will be set in
accordance with the Remuneration Policy, taking into
account the experience and calibre of the individual
and their existing remuneration package. Benefits
will generally be provided in line with the Policy, with
relocation or other related expenses provided for if
necessary. A pension contribution or cash in lieu in line
with the pension contributions provided to the majority
of the workforce may be offered.
The outcome of variable pay elements of Executive
Directors will be in accordance with the Policy detailed
above. The maximum variable pay opportunity will be
as set out in the Remuneration Policy table. Different
performance measures may be set initially for the
annual cash bonus in the year of joining, taking into
account the responsibilities of the individual, and
the point in the financial year that he or she joined
the Board. The bonus will be pro-rated to reflect the
proportion of the financial year served. An Executive
Share Option award can be made shortly following
an appointment (assuming the Group is not in a close
period).
In the case of external recruitment, if it is necessary to
buy out incentive pay or benefit arrangements (which
would be forfeited on leaving the previous employer),
this may be provided, taking into account the form
(cash or shares), timing and expected value (taking
into account the likelihood of meeting any existing
performance criteria) of the remuneration being
forfeited.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Replacement share awards, if used, may be granted
using the Group's existing share plans to the extent
possible, although awards may also be granted
outside of these schemes if necessary and as permitted
under the AQSE Rules and / or AIM Rules. The intent
of any such award would be to ensure that, as far
as possible, the expected value and structure of the
award will be no more generous than the amount
forfeited.
In the case of an internal recruitment, any outstanding
variable pay awarded in relation to the previous role
will be allowed to pay out pro rata according to its
terms of grant or adjusted as considered desirable to
reflect the new role.
Service Contracts and Payments for Loss of Office
The Group's policy is to have service contracts for
Executive Directors that continue indefinitely unless
determined by their notice period. Under the Executive
Directors' service contracts and, in line with the policy
for new appointments, no more than 6 months' notice
of termination of employment is required by either
party.
For Executive Directors, the Group may, in its absolute
discretion, at any time after notice is served by either
party, terminate a Director's contract with immediate
effect by paying an amount equal to base salary for
the then unexpired period of notice plus the fair value
of contractual benefits subject to the deduction of tax.
An Executive Director's service contract may be
terminated without notice for certain events such as
gross misconduct or a serious breach of contract. No
payment or compensation beyond salary (and the
value of holiday entitlement) accrued up to the date of
termination will be made if such an event occurs. Any
statutory payments required by law will be made.
All letters of appointment for Non-Executive Directors
with the Group are for an annual renewable period.
Appointments may be terminated with three months'
notice. The appointment letters for the Chair and Non-
Executive Directors provide that no compensation is
payable on termination, other than accrued fees and
expenses.
Recovery (Clawback) provisions for Executive
Directors in the Annual Cash Bonus Plan
For Executive Directors only, the Board may, in the
exceptional circumstances defined below, decide to
Clawback annual cash bonus payments.
The Board may decide at any time prior to the second
anniversary of the date on which annual cash bonuses
are paid, that the individual to whom the annual cash
bonus was paid shall be subject to Clawback.
The circumstances which may give rise to the
application of Clawback are, for any period from
Financial Year 2020 onwards:
a. material misstatement of financial results; or
b. miscalculation of bonus as a result of an error,
or inaccurate or misleading information or
assumptions; or
c. serious misconduct that warrants or could have
warranted summary dismissal; or
d. the Group becomes insolvent or is put into
administration; or
e. circumstances which in the Board's opinion have (or
would have if made public) a sufficiently significant
impact on the reputation of the Group; or
f. a serious failure of risk management within the
Group.
Change of Control provisions for Executive Directors
in Aquis Exchange Executive Share Option Plan
In the event of a change of control, unvested share
awards shall normally vest on the date of such event,
subject to the application of any time pro-rating as may
be determined by the Board.
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Aquis Exchange PLC Report and Accounts 2024
Good Leaver (including Retirement) provisions for
Executive Directors in Aquis Exchange Executive
Share Option Plan
If prior to vesting of any shares, an individual ceases
to be a director or employee of the Group by reason of
death, injury or disability, retirement, the participant's
employing company or employing part of a business
being sold out of the Group, or for any other good
leaver reason that the Board determines, then his/her
awards shall vest on leaving, but the Board will apply
a pro rata reduction to vested awards based on the
portion of the vesting period that has elapsed.
Withholding (Malus) and Recovery (Clawback)
provisions for Executive Directors in Aquis Exchange
Executive Share Option Plan
The Board may decide: (i) at any time prior to the date
on which an award vests that an unvested award is
subject to Malus; and/or (ii) at any time prior to the
second anniversary of the date on which an award
vests, that the individual to whom the award was
granted shall be subject to Clawback. The Board may
apply Malus or Clawback if it forms the view that one
or more of the circumstances envisaged in (a) to (f) of
the provisions established for the Annual Cash Bonus
(listed above) applies; and it is, in the Board's opinion,
appropriate.
Directors’ Remuneration Policy (contd)
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Annual Report on Remuneration
The information in this section of the Directors'
Remuneration Report includes details, firstly, of how we
intend to operate the Remuneration Policy in 2025 and,
secondly, details of the pay outcomes in respect of the
2024 financial year.
Implementation of Remuneration Policy in 2025
Fixed salaries
As a result of the changes to the Executive Directors'
roles as set out above, the Committee considered base
salary positioning carefully and the following salaries
became effective from 18 February 2025.
• David Stevens £310,000
• Richard Fisher £300,000
Executive Directors' Benefits and Pension
The Executive Directors' remuneration packages
include medical and life assurance and a contribution
to pension at 5% of salary (in line with the wider
workforce rate). David Stevens also receives a travel
allowance of £2,000pcm.
Executive Directors' 2025 Annual Cash Bonus Plan
For David Stevens and Richard Fisher, the maximum
bonus opportunity for 2025 will be capped at 80% of
base salary.
The objectives will be based on a mix of financial (net
revenue and PBT) and non-financial objectives relating
to deal success, leadership and strategic progress. If
the completion of the SIX Offer takes place during the
year, an assessment of performance will be undertaken
at the time and any bonus earned would be pro rated.
Executive Directors' long-term incentives
The Committee intends to grant restricted share
awards to all employees which is consistent with the
approach taken prior to the introduction of PPOs.
The award level for the CEO and CFO/COO will be
70% of salary and will be subject to an underpin such
that vesting is conditional on the underlying profit
before tax for the financial year ended 31 December
2025 (or portion thereof) (excluding the impact of any
exceptional costs associated with the Offer and the
impact of any revenue recognition timing as a result of
IFRS15 relating to technology contracts) is equal to or
greater than 90% of the budgeted profit approved by
the Board for that year (or period thereof).
No award will be made to the President.
In the event of deal completion, the restricted share
awards would vest on completion and will be reduced
on a pro rata basis.
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Aquis Exchange PLC Report and Accounts 2024
Annual Report on Remuneration (contd.)
Single figure of total remuneration for Directors
The following tables present all elements of remuneration earned by the Directors in respect of 2024 (and 2023).
2024 Audited
Long term incentive benefits in 2024 for the Executive Directors represent the Fair Value of the Aquis Exchange
Executive Share Option Plan.
Director
Salary /
Fees
Pension
Contributions
Taxable
benefits(5)
Fixed
Performance
Bonus Actual(4)
Long-Term
Incentives(6)
Total
Executive Directors (1)
Alasdair Haynes
310,000
18,500
9,905
338,405
67,425
248,000
653,830
Richard Fisher
267,500
15,125
2,450
285,075
57,178
187,250
529,503
Jonathan Clelland (2)
21,933
4,387
8,704
35,024
12,555
-
47,579
Non-Executive Directors
Glenn Collinson (2)
76,000
-
-
-
-
-
76,000
Mark Goodliffe
67,438
-
-
-
-
-
67,438
Deirdre Somers (3)
59,973
-
-
-
-
-
59,973
David Vaillant
60,984
-
-
-
-
-
60,984
Fields Wicker-Miurin
67,438
-
-
-
-
-
67,438
Ruth Wandhöfer
62,889
-
-
-
-
-
62,889
(1) David Stevens was appointed as CEO in February 2025 and so did not receive any award in 2024 as an Executive
Director
(2) Jonathan Clelland retired from the Board in April 2024 and Glenn Collinson stepped off the Board in November
2024.
(3) Deirdre Somers assumed the role of Chair from November 2024.
(4) The detailed calculation of the performance bonus is described in the section on 2024 annual cash bonus below.
(5) Taxable benefits comprise medical and critical illness.
(6) The long term incentive value includes the value of the premium priced share option awards made to Alasdair
Haynes (£248,000) and Richard Fisher (£187,250). Jonathan Clelland did not receive a PPO award in 2024. For
the purposes of this table the fair value of the premium priced share option awards on date of issue has been
included.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
2023 Audited
Long term incentive benefits in 2023 for the Executive Directors represent the Fair Value of the Aquis Exchange
Executive Share Option Plan.
Director
Salary /
Fees
Pension
Contributions
Taxable
benefits(2)
Fixed
Performance
Bonus Actual
Long-Term
Incentives(3)
Total
Executive Directors
Alasdair Haynes
280,000
14,000
7,955
301,955
131,046
210,000
643,001
Richard Fisher
250,000
12,465
2,085
264,550
96,591
162,500
523,641
Jonathan Clelland
263,200
13,160
9,558
285,918
100,375
171,080
557,373
Non-Executive Directors
Glenn Collinson
78,750
-
-
-
-
-
78,750
Mark Spanbroek(1)
15,346
-
-
-
-
-
15,346
Mark Goodliffe
63,750
-
-
-
-
-
63,750
Deirdre Somers
48,750
-
-
-
-
-
48,750
David Vaillant
60,000
-
-
-
-
-
60,000
Fields Wicker-Miurin
63,750
-
-
-
-
-
63,750
Ruth Wandhöfer
58,750
-
-
-
-
-
58,750
(1) Mark Spanbroek retired from the Board in April 2023.
(2) Taxable benefits comprise medical and life insurance.
(3) The long term incentive value includes the value of the premium priced share option awards made to Alasdair
Haynes (£210,000), Richard Fisher (£162,500) and Jonathan Clelland (£171,080). For the purposes of this table the
fair value of the premium priced share option awards on date of issue has been included.
Executive Directors' 2024 annual cash bonus
In 2024, all three executive directors had the same Group financial performance objectives, which accounted for
70% of the weighting of objectives.
Revenue and PBT outcomes for 2024 were below the threshold targets set and therefore no bonus was payable
against the financial elements of the bonus scheme.
Metric
Threshold
Target
Max
Act Res
Bonus outcome
(% of max)
Group Net Revenue
£23.49m
£26.10m
£30.02m
£20.1m
0%
Adjusted Profit Before Tax
£4.8m
£6.0m
£7.80m
£1.1m
0%
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Aquis Exchange PLC Report and Accounts 2024
Annual Report on Remuneration (contd.)
The strategic, non-financial, individual objectives for
Alasdair Haynes, Richard Fisher and Jonathan Clelland
reflected their specific individual responsibilities for the
Group. Performance against them was as follows:
• Alasdair Haynes received a weighted total outcome
of 125% for his strategic, non-financial objectives of
leadership, management team development, ESG
and brand, with significant outperformance in the
areas of leadership and brand.
• Richard Fisher received a weighted total outcome
of 150% for his strategic, non-financial objectives of
management team development, ESG, leadership,
risk management and investor relations, with
significant outperformance in the areas of leadership
and investor relations.
• Jonathan Clelland received a weighted total
outcome of 100% for his strategic, non-financial
objectives of leadership and strategic plan initiatives,
for the time during which he was an Executive
Director.
Accordingly, 2024 annual cash bonuses were as
follows:
• Alasdair Haynes - 21.75% of salary (£67,425)
• Richard Fisher - 21.38% of salary (£57,178)
• Jonathan Clelland - 13.5% of annualized salary
(£12,555)
Executive Directors' long term share awards vesting
during 2024 and 2025
Restricted shares were granted in April 2021 and the
performance underpins attached were measured
over the period 1 January 2021 to 31 December 2023.
The NRC assessed performance against each of the
underpins and determined that all of the thresholds
had been met and that the award could therefore vest
in full. The award vested in April 2024 and is subject to
a two-year post-vesting holding period.
The restricted share awards granted to Executive
Directors in April and June 2022 are due to vest during
2025. These awards were subject to an underpin
measured during the period 1 January 2022 to 31
December 2024. The Committee has considered the
underpin and has exercised its discretion and assessed
that the long term value it sought to encapsulate has
been achieved. Therefore these awards will vest in
April and June 2025.
Full details on the vesting status of all share plan
awards for the Executive Directors are set out in the
Outstanding Share Plan awards table below.
Executive Directors' Awards in 2024 under the Aquis
Exchange Executive Share Option Plan
On 18 April 2024, Alasdair Haynes was granted
334,450 and Richard Fisher 252,523 premium priced
option awards under the Aquis Exchange Executive
Share Option Plan ('AEESOP').
These awards are valued at £4.80, which is a 25%
premium to the one month historic average Aquis
Exchange PLC share price at the date of issue. These
awards represent 80% fair value of base salary for
Alasdair Haynes, and 70% fair value of base salary for
Richard Fisher.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Outstanding Share Plan awards
Details of all outstanding awards under all Share Plans for the Executive Directors are set out below.
Director
Type of award
Award
date
Share (or
RSP/PPO
Option
Exercise)
Price at
grant
Unvested
at 1 Jan
2024
Awarded
during
the year
Lapsed
during
the
year
Options
vested
during
the year
Unvested
at 31 Dec
2024
Earliest
date
shares
from most
recent
award
could be
acquired
Latest
date
shares
from most
recent
award
could be
acquired
Alasdair Haynes
Aquis Omnibus
Share Plan 2020
30th Apr
2021
£0.10
23,723
-
-
23,723
-
30th Apr
2024
29th Apr
2031
Aquis Omnibus
Share Plan 2020
29th Apr
2022
£0.10
33,163
-
-
-
33,163
29th Apr
2025
28th Apr
2032
Aquis Exchange
Executive Share
Option Plan 2022
26th Apr
2023
£5.04
276,680
-
-
-
276,680
26th Apr
2026
25th Apr
2030
Aquis Exchange
Executive Share
Option Plan 2022
18th Apr
2024
£4.80
-
334,450
-
-
334,450
18th Apr
2027
17th Apr
2031
Richard Fisher
Aquis Omnibus
Share Plan 2020
30th Apr
2021
£0.10
6,204
-
-
6,204
-
30th Apr
2024
29th Apr
2031
Aquis Omnibus
Share Plan 2020
29th Apr
2022
£0.10
18,367
-
-
-
18,367
29th Apr
2025
28th Apr
2032
Aquis Omnibus
Share Plan 2020
30th Jun
2022
£0.10
10,449
-
-
-
10,449
30th Jun
2025
29th Jun
2032
Aquis Exchange
Executive Share
Option Plan 2022
26th Apr
2023
£5.04
214,097
-
-
-
214,097
26th Apr
2026
25th Apr
2030
Aquis Exchange
Executive Share
Option Plan 2022
18th Apr
2024
£4.80
-
252,523
-
-
252,523
18th Apr
2027
17th Apr
2031
Jonathan Clelland
Aquis Omnibus
Share Plan 2020
30th Apr
2021
£0.10
22,299
-
-
-
22,299
30th Apr
2024
29th Apr
2031
Aquis Omnibus
Share Plan 2020
29th Apr
2022
£0.10
31,173
-
4,266
-
26,907
29th Apr
2025
28th Apr
2032
Aquis Exchange
Executive Share
Option Plan 2022
26th Apr
2023
£5.04
-
225,402
105,297
-
120,105
26th Apr
2026
25th Apr
2030
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Aquis Exchange PLC Report and Accounts 2024
Annual Report on Remuneration (contd.)
Directors' shareholdings and share interests
The following table summarises the shareholdings and share interests of the Directors at 31 December 2024.
Director
Shares
Options
vested but not
exercised
SIP
Total
Executive
Alasdair Haynes
1,351,551
270,315
11,549
1,633,415
Richard Fisher
-
6,204
6,146
12,350
Jonathan Clelland
547,401
145,327
12,812
705,540
Non-Executive
Glenn Collinson
32,003
-
-
32,003
Fields Wicker-Miurin
2,450
-
-
2,450
Ruth Wandhöfer
747
-
-
747
The shareholdings and share interests above do not take account of any allotted under the Aquis Exchange
Omnibus Share plan granted during 2022 or under the Aquis Exchange Executive Options Share Plan granted
during 2023 and 2024 which will vest with effect from 2025 onwards.
The options vested amounts above are EMI 2018 and 2020, and RSP 2020 and 2021.
STRATEGIC REPORT
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Aquis Exchange PLC Report and Accounts 2024
Other information about the NRC
The membership of the NRC during 2024 was as
follows:
• Fields Wicker-Miurin, Chair
• Glenn Collinson (stepped down in November 2024)
• Deirdre Somers
• Ruth Wandhöfer (appointed in November 2024)
The NRC members have no personal financial interest
in matters to be decided, no potential conflicts of
interests arising from cross directorships and no day-
to-day involvement in running the business. The Non-
Executive Directors are not eligible for pensions and do
not currently participate in the Group's cash bonus or
share schemes.
By invitation of the NRC, meetings are attended by
the Company Secretary (who acts as Secretary to the
Committee), the Head of Human Resources and the
Executive Directors, who are consulted on matters
discussed by the Committee. Advice or information
is also sought from other employees where the NRC
feels that such additional contributions will assist the
decision-making process.
The Committee is authorised to take such internal
and external advice as it considers appropriate in
connection with carrying out its duties, including the
appointment of its own external remuneration advisers.
During the year, the committee was assisted in its
work by FIT Remuneration Consultants LLP. FIT's fees
for advice provided to the NRC during 2024 were
£27,508.59 covering general advice on remuneration
on matters including the potential benchmarking of
Executive Directors' salaries. FIT also provides advice
on Non-Executive Directors' fees but other than this
does not provide any other services to the Group. The
NRC is satisfied that FIT provides independent and
objective remuneration advice. FIT is a signatory
to the Code of Conduct for Remuneration Consultants
in the UK, details of which can be found on the
Remuneration Consultants Group's website at
www.remunerationconsultantsgroup.com.
2024 AGM Remuneration Resolution Voting Outcome
For
Against
Withheld
Directors'
99.94%
0.06%
-
Remuneration
Report
99.61%
0.39%
275,000
On behalf of the Board and the Nomination &
Remuneration Committee.
Fields Wicker-Miurin
Chair, Nomination & Remuneration Committee
11 April 2025
66
Aquis Exchange PLC Report and Accounts 2024
Independent
auditor’s report to
the members of
Aquis Exchange PLC
FINANCIAL STATEMENTS
67
Aquis Exchange PLC Report and Accounts 2024
Opinion
We have audited the financial statements of
Aquis Exchange PLC (the ‘parent company’) and
its subsidiaries (the ‘group’) for the year ended 31
December 2024 which comprise the Consolidated and
company statements of comprehensive income, the
Consolidated and company statements of financial
position, the Consolidated statement of changes in
equity, the Company statement of changes in equity,
the Consolidated and company statements of cash
flows and notes to the financial statements, including
material accounting policy information.
The financial reporting framework that has been
applied in their preparation is applicable law and UK-
adopted international accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the group’s
and of the parent company’s affairs as at 31
December 2024 and of the group’s and the parent
company’s loss for the year then ended;
• have been properly prepared in accordance with
UK-adopted international accounting standards;
and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (‘ISAs (UK)’)
and applicable law. Our responsibilities under those
standards are further described in the “Auditor’s
responsibilities for the audit of the financial statements”
section of our report. We are independent of the group
and the parent company in accordance with the
ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s
Ethical Standard, as applied to AIM listed entities, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate.
Our audit procedures to evaluate the directors’
assessment of the group’s and the parent company's
ability to continue to adopt the going concern basis of
accounting included but were not limited to:
• Undertaking an initial assessment at the planning
stage of the audit to identify events or conditions
that may cast significant doubt on the group’s and
the parent company’s ability to continue as a going
concern;
• Obtaining an understanding of the relevant controls
relating to the directors’ going concern assessment;
• Evaluating the directors’ method to assess the
group’s and the parent company’s ability to continue
as a going concern;
• Reviewing the directors’ going concern assessment,
which incorporated severe but plausible scenarios;
• Evaluating the key assumptions used and
judgements applied by the directors in forming their
conclusions on going concern; and
• Reviewing the appropriateness of the directors’
disclosures in the financial statements.
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Aquis Exchange PLC Report and Accounts 2024
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the group’s and the parent
company’s ability to continue as a going concern
for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
In relation to Aquis Exchange PLC’s reporting on how
it has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to
in relation to the directors’ statement in the financial
statements about whether the directors considered
it appropriate to adopt the going concern basis of
accounting.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
we identified, including those which had the greatest
effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in
the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Independent auditor’s report to the members of
Aquis Exchange PLC (contd.)
FINANCIAL STATEMENTS
69
Aquis Exchange PLC Report and Accounts 2024
Key Audit Matter
How our scope addressed this matter
Completeness, cut-off and accuracy of licence
fee revenue – Group and company - £5.3m (2023:
£7.3m) (note 2, 4 and 10)
Revenue from contracts with customers is recognised
once the relevant contractual terms relating to each
performance obligation have been achieved, and
when other recognition criteria have been met. This
can be either over time or point in time which impacts
the timing of the recognition of the revenue.
Licence fee revenue is recognised with reference
to five separate performance obligations. There
is a risk associated with the identification of these
performance obligations, the level of comparability
between individual contracts and the disaggregation
of associated revenue to each performance
obligation. Changes in identification of performance
obligations could impact the timing of revenue
recognition and is thus a critical accounting
judgement.
We have determined this to be a significant risk and
a key audit matter in relation to licensing fees due
to the level of management judgement required in
determining the performance obligations and the
standalone price for each performance obligation.
Our audit procedures included, but were not limited
to:
We evaluated the design and implementation of the
controls over revenue recognition and concluded
that a substantive audit approach should be
adopted. Consequently, we did not test the operating
effectiveness of the controls identified.
Our procedures in relation to recognition of licence
fee revenue included:
• We inspected all new licence contracts entered into
during the year, identified the distinct performance
obligations in each contract, and assessed whether
they were satisfied at a point in time or over time.
We assessed the period of time each performance
obligation would continue to apply;
• We challenged management's assessment of the
standalone selling prices and assessed whether
the assumptions applied were consistent for similar
contracts;
• We inspected all contracts modified, extended
or amended during the period and challenged
management's conclusions on whether these should
be accounted as separate contracts, modifications
to the existing contracts or a combination of both,
based on the specific facts of each contract;
• We assessed all new, modified and amended
contracts to determine if they contained a
significant financing component;
• We recalculated the timing and allocation of
revenue over the life of the contract for each of
the performance obligations for all contracts in
existence at the start or at the end of the year; and
• We validated invoices issued for all licence
contracts during the period and matched these to
subsequent cash receipts.
We considered the adequacy of the disclosures in
the financial statements to determine whether they
are appropriate and in line with the requirements of
applicable financial reporting standards.
Our observations
We are satisfied that the assumptions and judgments
applied in recognition of licence fee revenue are
reasonable and in accordance with IFRS 15.
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Aquis Exchange PLC Report and Accounts 2024
Independent auditor’s report to the members of
Aquis Exchange PLC (contd.)
Key Audit Matter
How our scope addressed this matter
Valuation of expected credit losses for technology
licence contract assets – Group and company -
£6.1m (2023: £2.4m) (note 2, 4 and 11)
The group applies the simplified approach to
measure expected credit losses (ECL).
A significant level of judgment is required to
determine the ECL due to lack of comparable data
on which to estimate the probability of default (PD)
and loss given default (LGD).
We determined this to be a significant risk and a
key audit matter as licensing customers primarily
consist of start-ups with limited external credit scores.
Customers are spread across a wide geographical
area including UK, EU, Asia, Americas and Africa.
This limits the availability of comparable data and
requires significant management judgment to assess
the ECL.
Our audit procedures included, but were not limited
to:
We evaluated the design and implementation of
the controls over the ECL process, including those
over management’s judgements and estimates.
We concluded that a substantive audit approach
should be adopted. Consequently, we did not test the
operating effectiveness of the controls identified.
Our procedures in relation to valuation of expected
credit losses included:
• We challenged the assumptions for the ECL
estimates for all licence fee counterparties taking
into account information and events that took
place after the period end to assess whether they
provided information about credit conditions at the
reporting date;
• We challenged the ECL estimates against
observable data including payment histories, and
other publicly available information in relation to
the counterparties and evaluated whether these
provided indicators of underlying credit issues with
the counterparties;
• We evaluated the post period settlement of
receivables and amounts outstanding at year-end
to assess if they were indicative of a deterioration
of the credit profiles for the counterparties that had
not been identified and accounted for;
• We developed an auditor’s independent ECL
estimate using observable default data sets and
assessed the range of estimates developed against
management’s estimates.
• We considered the adequacy of the disclosures in
the financial statements to determine whether they
are appropriate and in line with the requirements of
applicable financial reporting standards.
Our observations
We are satisfied that the ECL provisions were
reasonable and recognised in accordance with
IFRS 9.
FINANCIAL STATEMENTS
71
Aquis Exchange PLC Report and Accounts 2024
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures
and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based
on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group materiality
Overall materiality
£237,700 (2023: £235,000)
How we determined it
1% revenue (2023: 1% revenue)
Rationale for benchmark applied
The group is profit-oriented, but is still in its investment and
development phase.
The primary users of the group's financial statements are shareholders
and investors. Their primary focus is on the profit and revenue. Whilst
we considered profit before tax as a potential benchmark, it remains
volatile. In our view, revenue provides the best indicator of the level of
economic activity and is considered the most appropriate benchmark.
Performance materiality
Performance materiality is set to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole.
We set performance materiality at £142,600, which represents
60% (2023: 50%) of overall materiality, reflecting the history of
misstatements, our consideration of the audit risks and our assessment
of the control environment.
Reporting threshold
We agreed with the directors that we would report to them
misstatements identified during our audit above £7,100 (2023:
£7,100) as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
72
Aquis Exchange PLC Report and Accounts 2024
Independent auditor’s report to the members of
Aquis Exchange PLC (contd.)
Parent company materiality
Overall materiality
£116,800 (2023: £130,000)
How we determined it
1% revenue (2023: 1% revenue)
Rationale for benchmark applied
The parent company is profit-oriented, but, is still in its investment and
development phase.
The primary users of the parent company's financial statements
are shareholders and investors. Their primary focus is on the profit
and revenue. Whilst we considered profit before tax as a potential
benchmark, it remains volatile. In our view, revenue provides the best
indicator of the level of economic activity and is considered the most
appropriate benchmark.
Performance materiality
Performance materiality is set to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements in the financial statements exceeds materiality for the
financial statements as a whole.
We set performance materiality at £70,000 (2023: £65,000), which
represents 60% (2023: 50%) of overall materiality, reflecting the
history of misstatements, our consideration of the audit risks and our
assessment of the control environment.
Reporting threshold
We agreed with the directors that we would report to them
misstatements identified during our audit above £3,500 (2023:
£3,900) as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
As part of designing our audit, we assessed the risk
of material misstatement in the financial statements,
whether due to fraud or error, and then designed
and performed audit procedures responsive to those
risks. In particular, we looked at where the directors
made subjective judgements, such as assumptions on
significant accounting estimates.
We tailored the scope of our audit to ensure that we
performed sufficient work to be able to give an opinion
on the financial statements as a whole. We used the
outputs of our risk assessment, our understanding of
the group and the parent company, their environment,
controls, and critical business processes, to consider
qualitative factors to ensure that we obtained sufficient
coverage across all financial statement line items.
Our group audit scope included an audit of the group
and the parent company financial statements. Based
on our risk assessment all UK components of the group,
including the parent company, were subject to full
scope audit performed by the group audit team, with
the group’s key accounting function for all based in
the same location. One component of the group was
subject to specific scope procedures by a component
auditor.
FINANCIAL STATEMENTS
73
Aquis Exchange PLC Report and Accounts 2024
We followed a risk-based approach when developing
our audit approach to obtain sufficient appropriate
audit evidence on which to base our audit opinion.
In establishing our overall approach to the group
audit, we determined the type of work that needed to
be undertaken at each of the components by us, as
the group audit team, or by component audit teams
operating under our instruction.
The group audit team interacted regularly with the
component audit team throughout the course of the
audit, which included holding planning meetings,
maintaining regular communications on the status of
the audits, issuing instructions, reviewing key working
papers and taking responsibility for the scope and
direction of the audit process.
At the parent company level, the group audit team
also tested the consolidation process and carried out
analytical procedures to confirm our conclusion that
there were no significant risks of material misstatement
of the aggregated financial information.
Other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information. Our
opinion on the financial statements does not cover the
other information and, except to the extent otherwise
explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of audit or
otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
• the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In light of the knowledge and understanding of the
group and the parent company and its environment
obtained in the course of the audit, we have not
identified material misstatements in the strategic report
or the directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept
by the parent company, or returns adequate for our
audit have not been received from branches not
visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns;
or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
74
Aquis Exchange PLC Report and Accounts 2024
Independent auditor’s report to the members of
Aquis Exchange PLC (contd.)
Corporate governance statement
We have reviewed the directors’ statement in relation
to going concern, longer term viability and that part
of the Corporate Governance Statement relating
to the Group and the Parent Company’s voluntary
compliance with the provisions of the UK Corporate
Governance Code.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit:
• Directors' statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified, set out on page 32;
• Directors' explanation as to its assessment of the
entity's prospects, the period this assessment covers
and why the period is appropriate, set out on page
32;
• Directors’ statement on whether it has reasonable
expectation that the group and the parent company
will be able to continue in operational and meets
their liabilities, set out on page 32;
• Directors' statement on fair, balanced and
understandable, set out on page 39;
• Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks, set
out on page 39;
• The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems, set out on page 38; and;
• The section describing the work of the audit
committee, set out on page 44.
Responsibilities of Directors
As explained more fully in the Statement of directors’
responsibilities in respect of the financial statements
set out on page 39, the directors are responsible for
the preparation of the financial statements and for
being satisfied that they give a true and fair view, and
for such internal control as the directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the group’s and the
parent company’s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern basis
of accounting unless the directors either intend to
liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of the
financial statements.
The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed
below.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud.
Based on our understanding of the group and the
parent company and their industry, we considered
that non-compliance with the following laws and
regulations might have a material effect on the
financial statements: financial crime regulations and
regulatory and supervisory requirements from the
regulatory authorities where the group and company
conduct their business, primarily the Financial Conduct
Authority (FCA).
To help us identify instances of non-compliance with
these laws and regulations, and in identifying and
assessing the risks of material misstatement in respect
to non-compliance, our procedures included, but were
not limited to:
• Gaining an understanding of the legal and
regulatory framework applicable to the group
and the parent company, the industry in which
they operate, and the structure of the group,
and considering the risk of acts by the group and
the parent company which were contrary to the
applicable laws and regulations, including fraud;
FINANCIAL STATEMENTS
75
Aquis Exchange PLC Report and Accounts 2024
• Inquiring of management and, where appropriate,
those charged with governance, as to whether the
group and the parent company is in compliance with
laws and regulations, and discussing their policies
and procedures regarding compliance with laws
and regulations;
• Inspecting correspondence, if any, with relevant
licensing or regulatory authorities, including the FCA
and HM Revenue & Customs (HMRC);
• Communicating identified laws and regulations to
the engagement team and remaining alert to any
indications of non-compliance throughout our audit;
• Considering the risk of acts by the group and the
parent company which were contrary to applicable
laws and regulations, including fraud;
• Reviewing minutes of directors’ meetings in the year;
and
• Discussing amongst the engagement team the laws
and regulations listed above, and remaining alert to
any indications of non-compliance.
We also considered those laws and regulations that
have a direct effect on the preparation of the financial
statements, such as tax legislation, pension legislation,
the Companies Act 2006 and UK-adopted international
accounting standards.
In addition, we evaluated the directors’ and
management’s incentives and opportunities for
fraudulent manipulation of the financial statements,
including the risk of management override of controls,
and determined that the principal risks related to
posting manual journal entries to manipulate financial
performance, management bias through judgements
and assumptions in significant accounting estimates, in
particular in relation to expected credit losses, revenue
recognition (which we pinpointed to the completeness,
accuracy and cut-off of performance obligations
occurring across multiple reporting periods), valuation of
financial instruments and significant one-off or unusual
transactions.
Our audit procedures in relation to fraud included but
were not limited to:
• Making enquiries of the directors and management
on whether they had knowledge of any actual,
suspected or alleged fraud;
• Gaining an understanding of the internal controls
established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks
of fraud;
• Addressing the risks of fraud through management
override of controls by performing journal entry
testing and testing of significant one-off transactions;
and
• Being skeptical to the potential of management bias
through judgements and assumptions in significant
accounting estimates.
There are inherent limitations in the audit procedures
described above and the primary responsibility for the
prevention and detection of irregularities including
fraud rests with management. As with any audit, there
remained a risk of non-detection of irregularities,
as these may involve collusion, forgery, intentional
omissions, misrepresentations or the override of
internal controls.
The risks of material misstatement that had the
greatest effect on our audit are discussed in the
“Key audit matters” section of this report.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website at
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of the audit report
This report is made solely to the company’s members
as a body in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the company and the company’s members as a body
for our audit work, for this report, or for the opinions we
have formed.
Pauline Pélissier
(Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
11 April 2025
76
Aquis Exchange PLC Report and Accounts 2024
Consolidated and Company statements
of comprehensive income
For the year ended 31 December 2024
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Profit and loss
Revenue
10
23,772,015
23,710,941
11,680,818
13,147,339
Impairment charge on contract assets
11
(3,685,326)
(1,016,223)
(3,685,326)
(1,016,223)
Impairment charge on trade and other
receivables
11
(702,437)
(79,395)
(601,598)
(59,608)
Other (losses) / gains
12
(138,437)
51,407
(138,437)
51,407
Operating expenses before exceptionals
12
(17,084,770)
(16,396,478)
(6,022,669)
(6,874,123)
Exceptional Recommended Offer costs
13
(3,343,863)
-
(3,319,520)
-
Earnings before interest, taxation,
depreciation and amortisation
(1,182,818)
6,270,252
(2,086,732)
5,248,792
Depreciation and amortisation
12
(1,660,998)
(1,372,565)
(1,590,993)
(1,299,276)
Finance expense
12, 28
(84,256)
(103,249)
(71,705)
(88,571)
Finance income
12
701,423
400,449
300,861
127,447
(Loss) / profit before taxation
(2,226,649)
5,194,887
(3,448,569)
3,988,392
Income tax (charge) / credit
16
(235,291)
7,789
-
49,837
(Loss) / profit for the year
(2,461,940)
5,202,676
(3,448,569)
4,038,229
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Foreign exchange differences on
translation of foreign operations
(212,740)
(120,961)
-
-
Other comprehensive income for the year
(212,740)
(120,961)
-
-
Total comprehensive (loss) / income for
the year
(2,674,680)
5,081,715
(3,448,569)
4,038,229
Earnings per share (pence) Basic
Ordinary shares
17
(9)
19
(13)
15
Diluted
Ordinary shares
17
(9)
19
(12)
14
FINANCIAL STATEMENTS
77
Aquis Exchange PLC Report and Accounts 2024
Consolidated and Company statements
of financial position
As at 31 December 2024
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Non-current assets
Goodwill
18
83,481
83,481
-
-
Intangible assets
18
2,417,524
1,501,885
2,417,524
1,501,885
Property, plant and equipment
19
3,290,675
3,818,841
2,892,632
3,350,793
Investment in subsidiaries
20
-
-
6,884,202
6,884,202
Investments
21
1,176,021
591,945
1,176,021
591,945
Investment in trusts
22
-
-
5,702,768
4,389,445
Deferred tax asset
15
1,785,331
1,785,331
1,506,022
1,506,022
Trade and other receivables
23
3,169,367
5,811,089
3,158,605
5,795,918
11,922,399
13,592,572
23,737,774
24,020,210
Current assets
Trade and other receivables
23
7,653,949
6,894,936
8,422,762
6,736,943
Derivative financial instruments
5
-
51,407
-
51,407
Cash and cash equivalents
25
13,699,076
14,765,910
5,745,324
6,356,259
Total assets
33,275,424
35,304,825
37,905,860
37,164,819
Current liabilities
Provisions
26
343,784
-
343,784
-
Derivative financial instruments
5
3,219
-
3,219
-
Trade and other payables
27
5,083,208
4,471,470
6,454,845
3,665,932
Net current assets
15,922,814
17,240,783
7,366,238
9,478,677
Non-current liabilities
Lease liabilities
28
2,037,577
2,457,105
1,734,788
2,100,483
2,037,577
2,457,105
1,734,788
2,100,483
Total liabilities
7,467,788
6,928,575
8,536,636
5,766,415
Net total assets
25,807,636
28,376,250
29,369,224
31,398,404
Equity
Called up share capital
29
2,760,253
2,751,678
2,760,253
2,751,678
Share premium account
33
12,098,734
11,809,757
12,098,734
11,809,757
Other reserves
34
3,863,426
2,741,589
3,863,426
2,741,589
Treasury shares
30
(5,702,768)
(4,389,445)
-
-
Retained earnings
13,057,567
15,519,507
10,646,811
14,095,380
Foreign currency translation reserve
(269,576)
(56,836)
-
-
Total equity
25,807,636
28,376,250
29,369,224
31,398,404
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying
notes.
The Consolidated Financial Statements were authorised for issue by the board of directors on 11 April 2025 and were
signed on its behalf by:
David Stevens, CEO
Richard Fisher, CFO & COO
Aquis Exchange PLC registered number 07909192
78
Aquis Exchange PLC Report and Accounts 2024
Consolidated statement of changes in equity
For the year ended 31 December 2024
Group
Notes
Share
Capital
£
Share
Premium
£
Share
Based
Payment
Reserve
£
Retained
Earnings
£
Treasury
Shares
£
Foreign
Currency
Translation
Reserve
£
Total
£
Balance at 1 January 2023
2,750,945
11,785,045
1,813,119
10,316,831
(3,350,325)
64,125
23,379,740
Profit for the year
-
-
-
5,202,676
-
5,202,676
Foreign exchange
differences on translation
of foreign operations
-
-
-
-
-
(120,961)
(120,961)
Total comprehensive
income for the year
-
-
-
5,202,676
-
(120,961)
5,081,715
Issue of new shares
29, 33
733
24,712
-
-
-
-
25,445
Movement in share based
payment reserve
34
-
-
928,470
-
-
-
928,470
Movement in treasury
shares
30
-
-
-
-
(1,039,120)
-
(1,039,120)
Balance at 31 December
2023
2,751,678
11,809,757
2,741,589
15,519,507
(4,389,445)
(56,836)
28,376,250
Balance at 1 January 2024
2,751,678
11,809,757
2,741,589
15,519,507
(4,389,445)
(56,836)
28,376,250
Loss for the year
-
-
-
(2,461,940)
-
-
(2,461,940)
Foreign exchange
differences on translation
of foreign operations
-
-
-
-
-
(212,740)
(212,740)
Total comprehensive loss
for the year
-
-
-
(2,461,940)
-
(212,740)
(2,674,680)
Issue of new shares
29, 33
8,575
288,977
-
-
-
-
297,552
Movement in share based
payment reserve
34
-
-
1,121,837
-
-
-
1,121,837
Movement in treasury
shares
30
-
-
-
-
(1,313,323)
-
(1,313,323)
Balance at 31 December
2024
2,760,253
12,098,734
3,863,426
13,057,567
(5,702,768)
(269,576)
25,807,636
FINANCIAL STATEMENTS
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Aquis Exchange PLC Report and Accounts 2024
Company statement of changes in equity
For the year ended 31 December 2024
Company
Notes
Share
capital
£
Share
premium
£
Share
Based
Payment
Reserve
£
Retained
Earnings
£
Total
£
Balance at 1 January 2023
2,750,945
11,785,045
1,813,119
10,057,151
26,406,260
Profit and total comprehensive income for the year
-
-
-
4,038,229
4,038,229
Issue of new shares
29,33
733
24,712
-
-
25,445
Movement in share based payment reserve
34
-
-
928,470
-
928,470
Balance at 31 December 2023
2,751,678
11,809,757
2,741,589
14,095,380
31,398,404
Balance at 1 January 2024
2,751,678
11,809,757
2,741,589
14,095,380
31,398,404
Loss and total comprehensive loss for the year
-
-
-
(3,448,569)
(3,448,569)
Issue of new shares
29, 33
8,575
288,977
-
-
297,552
Movement in share based payment reserve
34
-
-
1,121,837
-
1,121,837
Balance at 31 December 2024
2,760,253
12,098,734
3,863,426
10,646,811
29,369,224
80
Aquis Exchange PLC Report and Accounts 2024
Consolidated and company statements
of cash flows
For the year ended 31 December 2024
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Net cash flows from operating activities
31
2,525,063
4,103,719
3,133,650
4,340,136
Investing activities
Recognition of intangible assets
18
(1,744,353)
(1,081,918)
(1,744,353)
(1,081,918)
Purchase of property, plant and equipment
19
(387,929)
(411,316)
(387,929)
(409,731)
Recovery of deposit on leases
28
442,254
-
437,400
-
Investment acquisitions
21
(584,076)
(591,945)
(584,076)
(591,945)
Interest received
651,009
384,712
208,701
112,154
Loans made to EBTs
-
-
(1,534,480)
(1,196,309)
Net cash used in investing activities
(1,623,095)
(1,700,467)
(3,604,737)
(3,167,749)
Financing activities
Issue of new shares
29, 33
297,552
25,445
297,552
25,445
Principal portion of lease liability
5, 28
(519,134)
(516,482)
(437,400)
(437,400)
Purchase of treasury shares
(1,534,480)
(1,196,309)
-
-
Net cash used in financing activities
(1,756,062)
(1,687,346)
(139,848)
(411,955)
Net (decrease) / increase in cash and cash
equivalents
(854,094)
715,906
(610,935)
760,432
Cash and cash equivalents at the
beginning of the year
14,765,910
14,170,965
6,356,259
5,595,827
Effect of exchange rate changes on cash
and cash equivalents
(212,740)
(120,961)
-
-
Cash and cash equivalents at the end of
the year
13,699,076
14,765,910
5,745,324
6,356,259
FINANCIAL STATEMENTS
81
Aquis Exchange PLC Report and Accounts 2024
82
Aquis Exchange PLC Report and Accounts 2024
Notes to the
Financial
Statements
NOTES TO THE FINANCIAL STATEMENTS
83
Aquis Exchange PLC Report and Accounts 2024
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 (see page 22). 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 (see alternative performance
measures page 22). 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.
84
Aquis Exchange PLC Report and Accounts 2024
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 Share Incentive Plan,
Restricted Share Plan or Premium Priced Option,
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 Performance
Obligations and Note 4 for Critical Accounting
Estimates and Judgements):
• 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.
Notes to the Financial Statements (contd.)
NOTES TO THE FINANCIAL STATEMENTS
85
Aquis Exchange PLC Report and Accounts 2024
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.
86
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
87
Aquis Exchange PLC Report and Accounts 2024
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.
An 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.
88
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
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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.
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Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
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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 (see page 22). 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 re 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
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Notes to the Financial Statements (contd.)
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 made
in 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.
NOTES TO THE FINANCIAL STATEMENTS
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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.
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Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
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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.
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Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
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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. For the year ended at 31 December 2024
total interest income on deposits was £0.6 million (2023:
£0.4 million), see note 12.
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.
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Notes to the Financial Statements (contd.)
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
NOTES TO THE FINANCIAL STATEMENTS
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Aquis Exchange PLC Report and Accounts 2024
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
100
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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 excluding 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 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
1,864,442
(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
NOTES TO THE FINANCIAL STATEMENTS
101
Aquis Exchange PLC Report and Accounts 2024
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 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 (before exceptionals)
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).
102
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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 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 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
Operating expenses
(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
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 (before exceptionals)
2,172,583
(76,476)
1,806,950
85,335
3,988,392
NOTES TO THE FINANCIAL STATEMENTS
103
Aquis Exchange PLC Report and Accounts 2024
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
104
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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 (see page 47).
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).
NOTES TO THE FINANCIAL STATEMENTS
105
Aquis Exchange PLC Report and Accounts 2024
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:
106
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
NOTES TO THE FINANCIAL STATEMENTS
107
Aquis Exchange PLC Report and Accounts 2024
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.
108
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
109
Aquis Exchange PLC Report and Accounts 2024
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.
110
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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 has 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
NOTES TO THE FINANCIAL STATEMENTS
111
Aquis Exchange PLC Report and Accounts 2024
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
112
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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 was £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 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).
NOTES TO THE FINANCIAL STATEMENTS
113
Aquis Exchange PLC Report and Accounts 2024
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%
Gross 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%
Gross 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)
(6,682)
(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)
114
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
12. Operating expenses before exceptionals, 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).
NOTES TO THE FINANCIAL STATEMENTS
115
Aquis Exchange PLC Report and Accounts 2024
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
116
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
Company
2024
£
2023
£
2024
£
2023
£
Exceptional Recommended Offer costs
Staff costs
536,722
-
512,379
-
Legal and professional fees
2,807,141
-
2,807,141
-
3,343,863
-
3,319,520
-
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.
NOTES TO THE FINANCIAL STATEMENTS
117
Aquis Exchange PLC Report and Accounts 2024
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
118
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
Options
Weighted
average
exercise price
(£)
Number of
Options
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
1 For options exercised in 2024, the share price on the date of exercise was: 2,542 options at £3.62, 5,092 options at
£3.65, 10,336 options at £3.60, 29,000 options at £3.62, and 38,750 options at £7.05.
2 For options exercised in 2024, the share price on the date of exercise was: 7,333 options at £3.70.
NOTES TO THE FINANCIAL STATEMENTS
119
Aquis Exchange PLC Report and Accounts 2024
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
Options
Weighted
average
exercise price
(£)
Number of
Options
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)1
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
1 The share price on the date of exercise was £3.87.
120
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
Options
Weighted
average
exercise price
(£)
Number of
Options
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
-
-
NOTES TO THE FINANCIAL STATEMENTS
121
Aquis Exchange PLC Report and Accounts 2024
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 when the share price at the date of grant
was £3.84 (April 2023: 1,138,512 with share price at date of grant 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 option 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%.
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 £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%.
For options granted on 26 April 2024 the share price at the date of grant was £4.28 and each option can be
exercised 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
Options
Weighted
average
exercise price
(£)
Number of
Options
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
-
-
-
-
122
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
-
-
NOTES TO THE FINANCIAL STATEMENTS
123
Aquis Exchange PLC Report and Accounts 2024
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 has 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
124
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
125
Aquis Exchange PLC Report and Accounts 2024
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
differences (Note 15)
312,668
(270,485)
312,668
(122,556)
Adjustment in respect of prior periods
(Note 15)
(312,668)
79,085
(312,668)
72,719
Total deferred tax credit
-
(191,400)
-
(49,837)
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
-
-
Loss on disposals and write-downs not
taxable
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)
126
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
127
Aquis Exchange PLC Report and Accounts 2024
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.
128
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
NOTES TO THE FINANCIAL STATEMENTS
129
Aquis Exchange PLC Report and Accounts 2024
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
130
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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%. These investments were irrevocably designated at fair value through OCI as the Group holds the investment
in OptimX for Strategic Purposes and not as part of a trading portfolio.
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.
NOTES TO THE FINANCIAL STATEMENTS
131
Aquis Exchange PLC Report and Accounts 2024
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
132
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
133
Aquis Exchange PLC Report and Accounts 2024
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.
134
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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.
NOTES TO THE FINANCIAL STATEMENTS
135
Aquis Exchange PLC Report and Accounts 2024
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 entities 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
136
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
-
NOTES TO THE FINANCIAL STATEMENTS
137
Aquis Exchange PLC Report and Accounts 2024
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.
138
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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 and Company
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
NOTES TO THE FINANCIAL STATEMENTS
139
Aquis Exchange PLC Report and Accounts 2024
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
140
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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
NOTES TO THE FINANCIAL STATEMENTS
141
Aquis Exchange PLC Report and Accounts 2024
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
142
Aquis Exchange PLC Report and Accounts 2024
Notes to the Financial Statements (contd.)
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)
NOTES TO THE FINANCIAL STATEMENTS
143
Aquis Exchange PLC Report and Accounts 2024
33. Share premium account
Group and Company
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.