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REG-Augmentum Fintech plc: Annual Financial Report

30 June 2025

Augmentum Fintech plc

Annual Financial Report for the year ended 31 March 2025

 

 

Augmentum Fintech plc (LSE: AUGM) (the “Company” or “Augmentum”),
Europe’s leading publicly listed fintech fund, announces its audited Annual
Results for the year ended 31 March 2025. 

Financial highlights

•  NAV before performance fee £285.4 million1 (31 March 2024: £303.3
million1)

•  NAV per share after performance fee 161.5p2 (31 March 2024: 167.4p).

•  Cash reserves of £29.3 million as at 31 March 2025 (31 March 2024
£38.5 million).

Portfolio highlights

•  Top nine holdings account for 80% of the invested NAV and delivered 33%3
average revenue growth; four of the nine are profitable.

•  Eight exits from the portfolio since inception with an average premium
of 33% to the last reported valuation, realising a cumulative £100 million in
proceeds.

•  Combined IRR of 31%4 of the eight exits.

•  During the reporting period Onfido and FullCircl were exited, bringing
the total exits since inception to eight, all of which were at or above their
last reported valuation, generating an IRR of 31%.

 •  Onfido was acquired by US payments company Entrust.

 •  FullCircl was acquired by NASDAQ listed US digital banking platform
nCino.

•  Average profit growth rate for the top nine positions of 107%5

Investment activity

•  Maintained valuation and investment discipline across the portfolio and
new investment opportunities. Over the year, £18.9 million was invested in:

 •  Two new companies:

  •  Pemo which provides expense management and corporate payment
solutions for businesses in the UAE and Saudi Arabia, the Company’s first
investment in the Middle East.

  •  LoopFX which provides an FX matching service for banks and asset
managers.

 •  12 follow-on investments into existing portfolio companies.

•  Post year end: Led a funding round of £4.5 million into retail
investment platform RetailBook. 

 

William Reeve, Chairman of Augmentum Fintech plc commented:

“Our portfolio continues to deliver impressive operating performance. In the
last year we have made two exciting new investments. The wider market
environment remains inhospitable, but we took opportunities to exit Onfido and
FullCircl, bringing the total exits since in inception to eight, all of which
were at or above their last reported valuation, generating an IRR of 31%.

 

“Augmentum’s portfolio includes businesses of significant scale,
delivering impressive growth; their combined revenues grew by 31% from £0.93
billion to £1.22 billion and their aggregate profitability is now £65
million, a margin of 5.4%, up from a loss of £29 million and -3.1% a year
earlier. Six of our businesses are now profitable, with the total profit of
these businesses having more than doubled from over £50 million to over £130
million.

 

“The fundamentals of our portfolio of businesses are good with strong top
line growth and improving profitability. Our strategy is time-tested and
proven despite the current challenging market conditions, with a gross IRR of
31% and 2.4x multiple on realisations since inception.

 

“While markets remain mired in uncertainty and frustration, the European
fintech sector is scaling impressively with several €1 billion+ businesses
paving the way – including a number in our portfolio. As a Board we are very
mindful of the discount to NAV and we are working hard to find ways to narrow
the discount. In the meantime, we believe our portfolio of extraordinary
businesses represents a compelling investment proposition for growth-savvy
investors.”

 

 

Tim Levene, CEO of Augmentum Fintech Management Limited commented:
 

“After a period of necessary recalibration, the European fintech market is
entering a new chapter of stability and maturity. The inflated valuation
multiples of the post-Covid era have returned to more sustainable levels, and
the underlying fundamentals of the sector are robust, reinforced by supportive
public policy in the UK and across the continent.

 

“Our performance is clear evidence of this resilience. We have realised over
£100 million from eight exits since our IPO, achieving a 38% combined IRR and
an average 33% premium to last reported valuations. This discipline is also
reflected in our current portfolio, where our top nine investments are
delivering significant revenue growth and a clear path to profitability.

 

“Looking ahead, we believe the next five years will be defining for European
fintech. As capital increasingly flows into the region, our strong track
record and robust portfolio position us perfectly to continue backing the
category leaders of tomorrow and delivering exceptional value to
shareholders.”

 

 

Notes

1. NAV before performance fee.

2. The Board considers the NAV per share after any performance fees payable to
be the most accurate way to reflect the underlying value of each share.

3. Average revenue growth taken as LTM to March 2025 vs LTM to March 2024 of
the top 9 companies by Fair Value. Any outliers (>250%) have been capped to
250% for comparability. XYB excluded from growth metrics given change in
operating model with separation from Monese.

4. Annualised IRR on invested capital and realisations since inception using
valuations at the last reporting date. This measure does not include the
impact of net expenses and the performance fee provision.

5. Average profit growth of the top 9 companies by Fair Value. PBT used where
available, otherwise next best reported profit metric used.

Enquiries

 Augmentum Fintech Tim Levene (Portfolio Manager) Nigel Szembel (Analysts and IR)  +44 (0)20 3961 5420 nigel@augmentum.vc  
 Woodrow Communications Henry Kirby (Press and Media)                              +44 (0)20 8636 8753 press@augmentum.vc  
 Peel Hunt LLP Liz Yong, Huw Jeremy (Investment Banking)                           +44 (0)20 7418 8900                     
 Singer Capital Markets James Moat, James Fischer (Investment Banking)             +44 (0)20 7496 3000                     
 Frostrow Capital LLP Paul Griggs (Company Secretary)                              +44 (0)20 3709 8733                     

About Augmentum Fintech

Augmentum invests in fast growing fintech businesses that are disrupting the
financial services sector. Augmentum is the UK's only publicly listed
investment company focusing on the fintech sector in the UK and wider Europe,
having launched on the main market of the London Stock Exchange in 2018,
giving businesses access to patient capital and support, unrestricted by
conventional fund timelines and giving public markets investors access to a
largely privately held investment sector during its main period of growth.

 

-----

.

Augmentum Fintech plc

Annual Report and Financial Statements
for the year ended 31st March 2025

.

CHAIRMAN’S STATEMENT

Performance Highlights

                                                    31 March 2025  31 March 2024  
 NAV per Share after performance fee 1 *            161.5p         167.4p         
 NAV per Share after performance fee Total Return*  (3.5%)         5.4%           
                                                    85.0p          100.5p         
 Total Shareholder Return*                          (15.4%)        3.6%           
 Discount to NAV per Share after performance fee*   (47.4%)        (40.0%)        
 Ongoing Charges Ratio*                             2.0%           2.0%           

*  These are considered to be Alternative Performance Measures. Please see
the Glossary and Alternative Performance Measures on page 79.

1  The Board considers the NAV per share after any performance fees provision
to be the most accurate way to reflect the underlying value of each share,
whereas accounting standards require the Group’s consolidated NAV per share
to be presented before such fees are deducted as a consequence of our
Portfolio Manager being within our Group structure and the fees therefore
being eliminated on consolidation.

To read about our KPIs see page 23.

.

Introduction

This is our seventh, and my first, annual report since the launch of the
Company in March 2018, and covers the year ended 31 March 2025.

It has been a frustrating year on several counts. On the one hand, as you can
see below and in our Portfolio Manager’s report, our portfolio continues to
deliver impressive operating performance, we have made two exciting new
investments, and we disposed of Onfido and FullCircl , at an average premium
of 42% to their previous reported values. On the other hand, as both our
operating businesses and our longsuffering shareholders can see every day, the
wider market environment has proven – in a word – inhospitable. This has,
firstly, depressed our Net Asset Value (“NAV”) per share, which fell 3.5%.
And, secondly, our shareholders have seen an even worse Total Shareholder
Return of -15.4%, resulting in our discount to NAV widening from 40.0% to
47.4% as at 31 March 2025.

 

Our mission and strategy

Your company’s mission is to become Europe’s leading fintech venture
investor. Fintech is a growth sector that the UK/Europe region has particular
strengths in, and indeed Fintech is arguably the one tech sector where
Europe’s ability to create ‘unicorns’ exceeds that of the USA. We
believe that there has never been a better time to pursue our mission.

We are currently unique, in two respects. We are the only European fintech
venture capital fund which is an Investment Trust, and thus accessible to the
broadest possible pools of capital, and capable of operating as patient
capital in ways that traditional GP/LP venture funds often struggle to do. And
secondly, within the circa 260 investment trusts listed on the London Stock
Exchange, we are the only one focusing on fintech venture capital in and
around Europe. 

Our vision sees our portfolio growing over the medium term to over
€1 billion, comprising more than 30 investments, with several investments
having ‘graduated’ via an IPO. On the journey, we expect to see our brand
strengthening, our talent pool growing, and our relationships deepening across
the European fintech ecosystem of regulators, capital providers, entrepreneurs
and fintech supply chains. 

Our strategy has four pillars:

•  Focusing on fintech venture opportunities. Early stage private fintech
businesses in and around Europe are what we are focused on. Such businesses
are disruptive to and/or help to digitalise the traditional financial services
sector. A typical investment will offer the prospect of high growth and the
potential to scale during their period of value creation. We are active
investors with a team that works closely with the companies we invest in,
typically taking either a board or an observer seat. 

 Our Portfolio Manager aims, before costs, for our diversified portfolio of
such investments to generate a long-term return of 20% on invested capital and
for cash invested to return on average 3x at exit. In practice, successful
venture capital portfolios can expect to see a wide range of exit multiples
and rely for their strong returns on the outsized winners – which are
usually rare. 

•  Building a team and network with a reputation for board-level expertise.
As well as being strong allocators of capital, we need to be appealing
partners for top entrepreneurs – bringing expertise, relationships and
resources to the table.

•  Operating with a high Return on Investment mindset. We revere
value-for-money, and we want maximum ‘bang for our buck’.

•  Operating as patient capital. We think and operate for the long term.

 

Performance

Our portfolio companies delivered very strong trading performance over the
year, and I want to congratulate the management teams leading our businesses.
The 25 extraordinary businesses in our portfolio include businesses of
significant scale, delivering impressive growth; their combined revenues grew
by 31% from £0.93 billion to £1.22 billion and their aggregate
profitability is now £65 million, a margin of 5.4%, up from a loss of £29
million and -3.1% a year earlier. Six of our businesses are now profitable,
with the total profit of these businesses having more than doubled from over
£50 million to over £130 million.

Our portfolio is diversified across different fintech sectors, European
markets and maturity stages. Its exposure to the constituent companies’
strong trading performance, weighted by our respective shareholdings, reflects
the strong performance cited above. Our share of these companies’ revenues
grew approximately 27% last year to £49 million, and our share of
profits/(losses) was a breakeven performance. 

Of course, trading performance does not directly map across to Net Asset
Value. Your Board considers its governance role in the valuations process to
be of utmost importance and understands that shareholders and potential
investors can be sceptical of private equity valuations as they cannot be
readily verified in the way that public equities can. We consider and
challenge all of the investment valuations used for the full and half year
financial statements. These are then in turn reviewed by our independent AIFM,
Frostrow, and our external auditors, BDO. The valuations are arrived at using
appropriate and consistent methodologies in accordance with International
Private Equity and Venture Capital (“IPEV”) Valuation Guidelines and we
sense check and debate our conclusions on the assets themselves and their
market context. 

We have marked down one of our larger holdings, the Berlin-based Grover, by
£26.3million. Grover has completed a strategic review and is in the middle of
a restructuring. This is our largest write down ever, reflecting in part the
scale that Grover operates at. Our co-founder Richard Matthews has recently
stepped in as chair to support the restructuring – as the Portfolio
Manager’s report explains in more detail.

Aside from Grover’s unique situation, our portfolio’s strong trading
performance contributed a £31.1 million increase to our Net Asset Value.
However, our valuations took a £15.2 million knock from the decline in
multiples of publicly traded comparables as markets grew uneasy over the
possible approach of the Trump administration to tariffs. This was
particularly felt among growth and technology stocks (which comprise the bulk
of our peer comparables). The NASDAQ* fell 14% from its December all-time high
to March 31st. Since then, markets have recovered and at the time of writing
the NASDAQ had reached a new all time high, 17% above the 31st March level. We
expect strong operating performance to continue, and where the portfolio goes,
our Net Asset Value should eventually follow.

Our Portfolio Manager invested £18.9 million during the year, including in
two new investments LoopFX and Pemo, and nine follow-on investments – as
detailed in the Portfolio Manager’s report. The exits previously mentioned
realised £16.3 million. Further details on all transactions are provided in
the Portfolio Manager’s report.

We are disappointed that the cumulative effect of these movements is that your
Company’s NAV after performance fee at 31 March 2025 was £270 million,
161.5p per share, down 3.5% from 31 March 2024. 

And just as trading performance does not map directly across to Net Asset
Value, nor does Net Asset Value map directly across to share price
performance. The first few months of 2025 have seen significant market
turmoil, which affected our share price too. With the S&P500 and NASDAQ now up
slightly on the start of the year, one might almost forget the sharp drops
both indices – and indeed our own share price - endured earlier this
calendar year – reaching their nadir almost exactly at the end of our
financial year.

Our share price on 31 March 2025 closed at 85.0p per share, down 15.5p from
the price at 31 March 2024 and representing a widening of the discount to the
NAV per share after performance fee to 47.4%. As at 31 March 2025, similar to
last year, our market capitalisation was £142 million, a multiple of 2.9x the
£49 million ownership-weighted revenues of our portfolio. This market
capitalisation is less than the valuation of our top three positions (Tide,
Zopa Bank, and Volt), plus cash, and attributes no value at all to our
£134 million of other investments.

Whatever the reasons, and notwithstanding a subsequent recovery in our share
price to 99.0p per share at the last close (27 June 2025), the poor
shareholder return over our financial year is frustrating. The Board is
acutely aware that since our IPO the very strong operating performance of our
portfolio has not been reflected in shareholder returns as a result of a
widening discount to NAV.

There is a full review of the portfolio and investment transactions during the
year in the Portfolio Manager’s Review beginning on page 16.

*NASDAQ Composite Index (total return, dollars)

 

Portfolio Management

At its launch the Company adopted an internalised management structure, with
Augmentum Fintech Management Limited (“AFML” or the “Portfolio
Manager”), a subsidiary of the Company, appointed as the Company’s
Portfolio Manager. With this structure it was considered that if AFML
subsequently took on other fund management and advisory mandates with third
parties it would provide an additional income stream to the Group. 

Since that time, an unanticipated disadvantage of the internalised structure
emerged. During 2021, the Company was advised that the long-term employee
benefit plan to incentivise employees of AFML and align them with shareholders
through participation in the realised investment profits of the Group had
adverse accounting consequences for the Group. To address this, the AFML
employee remuneration plan that had been in place was terminated. AFML
continued to be entitled to a performance fee as before, but the allocation to
AFML employees of any performance fee paid by the Company to AFML changed to
being at the discretion of the board of AFML, with oversight from the
Management Engagement & Remuneration Committee of the Company. However, this
had the knock-on effect that AFML was not able to offer its directors and
employees a binding points-based remuneration structure such as would be
typical for venture capital investment managers and put AFML at a competitive
disadvantage in hiring at a senior level and could be detrimental to staff
retention. This is also an important consideration for the Company since it is
reliant on the Portfolio Manager to generate investment returns for the
benefit of shareholders and for any opportunity to earn supplementary income
from additional funds. 

Following careful consideration by the Board, and having consulted with the
Company’s major shareholders, the Board has agreed that, subject to
shareholder approval, AFML will appoint Augmentum Capital LLP, an English
limited liability partnership controlled by Tim Levene and Richard Matthews,
the CEO and COO of AFML, as Investment Adviser in relation to AFML's portfolio
management duties. Augmentum Capital LLP will engage, as employees or members,
the staff of AFML who are currently engaged in the provision of investment
advice. Augmentum Capital LLP is authorised and regulated by the FCA. It is
not a subsidiary of the Company. AFML will retain certain functions (and
associated personnel), being portfolio management, investor relations and
marketing, systems and office administration.

There will be no change to the overall level of fees paid by the Company and
Augmentum Capital LLP should be able to offer its members and employees a more
conventional remuneration package than AFML can, addressing the current
structural issue. The agreements that have been negotiated in relation to this
change include provisions for fee sharing in respect of any further funds,
conserve the existing termination notice period and the Company and/or AFML
will continue to own the brand and associated intellectual property associated
with the management of the portfolio. There will be no change to the
Company’s AIFM, Frostrow Capital LLP; and AFML will remain as portfolio
manager to the Company. 

A separate circular in relation to this, convening a General Meeting to be
held at 10.00 a.m. on Thursday, 24 July 2025 at 25 Southampton Buildings,
London WC2A 1AL, is being published alongside this annual report.

 

Cash Reserves, Discount and Share Buybacks 

The use of the Company’s cash reserves is a matter of regular Board review.
We aim to balance the benefits of highly accretive buybacks when discounts are
high against ensuring that we hold appropriate reserves to fund follow on
investments and capture the best of the new investment opportunities that we
continue to see. 

The Company’s shares traded at a discount to NAV throughout the year under
review and up to the date of this report. The Board continues to discuss our
position in the market with its advisers. We believe our share price
performance does not fairly reflect the true value of our portfolio. Instead,
our discount, in common with many other investment trusts, reflects wider
market dynamics and the particular circumstances of some of our shareholders
– and presents a buying opportunity for some future shareholders. We are
working hard to turn the market’s challenges into opportunities.

Share buybacks are one of the mechanisms your Board actively considers. When I
consulted with several of our shareholders earlier this calendar year I made a
point of canvassing views on share buybacks. There was widespread agreement
that buybacks, while accretive to NAV, are not effective in controlling the
discount. Accordingly, we only bought back 2,550,383 shares (1.5% of our
issued share capital) in the financial year (2024: 4,687,567 shares, 2.7% of
issued share capital) – and only as allowed under market abuse rules. All
the shares repurchased by the Company are being held in treasury. The average
purchase price was 104.9p per share, representing an average discount to the
prevailing NAV per share after performance fee of 37.5% and adding 1.0p to the
NAV per share. No shares have been bought back since March, up to the date of
this annual report.

We will seek to renew shareholders’ authorities to issue and buy back shares
at the forthcoming AGM.

 

Dividend

No dividend has been declared or recommended for the year. Your Company is
focused on providing capital growth and the Board is not expecting to
recommend paying a dividend in the foreseeable future.

 

AGM

Our AGM will be held on Wednesday, 17 September 2025 at 11.00 a.m. at 25
Southampton Buildings, London WC2A 1AL. Your Board strongly encourages
shareholders to register their votes in advance using the proxy form provided
or by voting online, or if they are not held directly, by instructing the
nominee company through which the shares are held. Registering votes in
advance does not preclude shareholders from attending the meeting.

Details of all the resolutions can be found in the Notice of AGM, which is
published separately from this annual report and will be sent to shareholders
when the annual report is published. Both documents will also be available to
view on or download from the Company’s website at www.augmentum.vc.

Your Directors consider that all the resolutions listed are in the best
interests of the Company and its shareholders and recommend voting in favour
of them, as your Directors intend to do in respect of their own holdings.

 

Outlook

The fundamentals of our portfolio of businesses are good with strong top line
growth and improving profitability. Our strategy is time-tested and proven
despite the current challenging market conditions, with a gross IRR of 31% and
2.4x multiple on realisations. 

While markets remain mired in uncertainty and frustration, the European
fintech sector is scaling impressively with several €1 billion+ businesses
paving the way – including several in our portfolio. As a Board we are very
mindful of the discount to NAV and we are working hard to find ways to narrow
the discount. In the meantime, we believe our portfolio of extraordinary
businesses represents a compelling investment proposition for growth-savvy
investors.

 

William Reeve

Chairman

30 June 2025

.

 

PORTFOLIO MANAGER’S REVIEW

 

Overview

Earlier this year, my outlook for the global economy was decidedly more
optimistic, with expectations of falling interest rates, the potential for
deficit-reducing policies, and hopes for a lighter regulatory touch in key
sectors. However, the intervening period has been marked by a rise in profound
uncertainty, driven by macroeconomic volatility, political disruption, and
rapidly shifting global dynamics. While the precise path of geopolitical
events remains unpredictable, one thing remains clear, fintech’s potential
in Europe remains undiminished. Paradoxically, a more protectionist US stance
may enhance Europe’s relative attractiveness as a stable and outward-looking
hub for innovation and capital deployment, with some investors who might
traditionally focus on the US now redirecting capital into European markets. 

Following the Covid-era surge, where abundant capital led to significantly
inflated valuation multiples, the market has undergone a necessary
recalibration. We have now entered a period of relative stability and,
encouragingly, the underlying fundamentals of the fintech sector remain
robust. For the first time in a while, we are seeing tangible signs of more
favourable conditions for the thawing of the IPO market. The fintech sector
continues to evolve and mature, particularly in Europe, where innovation
remains strong and capital increasingly flows to companies with clear paths to
profitability. The European fintech ecosystem has been further shaped by an
active regulatory and policy environment, creating opportunities for
early-stage businesses to thrive. Fintechs, both listed and private, have
responded well, demonstrating resilience, adaptability, and, in many cases,
significant progress toward profitability and scale.

We are encouraged by the continued policy support for the fintech and startup
sectors, including a strong commitment to fostering innovation and domestic
capital formation, across the markets in which we invest. The UK Government
has been explicit with its endorsement of fintech as a key driver of economic
growth, with the sector touted as a central pillar of the UK's Financial
Services Growth and Competitiveness Strategy. We welcome initiatives designed
to unlock the £2 trillion of assets managed by UK workplace pensions schemes,
including the updated Mansion House Accord, although on the latter, the sector
remains frustrated around the lack of tangible progress in implementing these
commitments. Across the EU, initiatives aimed at streamlining regulatory
frameworks are creating more favourable environments for growth-stage
companies. The evolving regulatory backdrop supports both innovation and exit
opportunities, enhancing Europe's position as a global fintech leader and
bolstering investor confidence.

Amid this dynamic context, Augmentum has maintained a disciplined approach,
focusing on category leaders with robust fundamentals, regulatory readiness,
and the ability to scale sustainably across a more demanding, policy-driven
market. With eight exits completed since IPO and over £100 million in
realisations, we have a growing track record of value creation through
multiple market cycles. The portfolio has evolved into a mature and
diversified set of 25 high-potential businesses operating across Europe. The
top 9 portfolio companies account for 79% of the invested NAV and delivered
33% revenue growth on average over the last 12 months, with four now
profitable and others progressing steadily toward this milestone.

This maturation has come through deliberate strategy: investing early, backing
high-quality management teams and supporting their growth with capital and
insight through cycles. In doing so, we have built one of the few vehicles
that offer public market investors access to the full lifecycle of Europe’s
leading fintech businesses.

 

Fintech Market Dynamics and the Impact of AI

Global fintech funding saw a 13% decline in 2024 with public multiples 30% off
the highs of 2022. Despite this backdrop, revenues across the sector have
grown 38% since 2022 and in the UK, fintech companies are tipped to increase
hiring by 32% in 2025, led by an expansion in risk and compliance hires, as
well as cybersecurity and engineering. While IPO conditions have been
challenging for the last two years, the hugely successful and well-received
public listings of fintechs eToro, Chime and Circle on NASDAQ in recent weeks
are a powerful and welcome signal that the window for high-quality, profitable
fintechs is reopening. There are several IPOs slated for 2025 and 2026, where
a large cohort of high growth, scaled and profitable fintechs are waiting for
the right opportunity. Meanwhile, M&A activity continues to drive liquidity in
the sector, with incumbent financial institutions increasingly seeking fintech
partnerships and acquisitions to accelerate digital transformation. We have
witnessed this trend first-hand across the portfolio and expect the dual-track
exit environment to persist for many years.

Notably, the focus on capital efficiency and profitability across both private
and public fintech companies has reinforced a “flight to quality” trend.
This dynamic plays to our strengths - our rigorous investment criteria and
sector specialisation mean that we remain a preferred partner to exceptional
founders, and our pipeline of opportunities reflects this. We continue to see
exciting opportunities across the diverse fintech spectrum, including in
AI-driven wealth management, payments, alternative lending, the modern finance
stack, insurtech, regtech and compliance, and infrastructure for the energy
sector.

The emergence of Artificial Intelligence, and notably Generative AI (GenAI) in
recent years, has generated significant opportunities within the fintech
industry. While AI’s capacity for profound change is indisputable, its
present rate of uptake across the sector presents a varied landscape. Thus
far, many mature financial technology firms have chiefly utilised GenAI to
streamline operations, concentrating on decreasing expenses and boosting
output in functions like software creation, AML/KYC process automation,
marketing initiatives, and customer support. A considerable portion of these
larger companies are still in experimental stages or are only just starting to
deploy AI broadly across their operations. Conversely, newer, more nimble
fintechs are showing more rapid movement, integrating AI more fundamentally
into their foundational strategies right from their inception. This swift
adoption is, in part, propelled by pressure from investors to deliver greater
results with fewer resources. This is reflected in AI-centric fintechs
typically requiring about 15% less capital in their initial funding stages yet
attracting an outsized portion (49%) of overall equity investments.

It will be hard to ignore the impact of Agentic AI over the coming years.
Distinct from existing GenAI that needs ongoing user direction, Agentic AI is
engineered for independent operation carrying out functions, acquiring
knowledge, and adjusting for specific user requirements. Although still in its
early development, this technology holds the promise of radically altering the
financial services domain by transcending an assistive function to become
genuine actors. 

This movement towards autonomous AI is set to speed up fundamental shifts
first introduced during the initial wave of financial technology. It will
evolve the emphasis from simply broadening access to financial products to
making sophisticated intelligence widely available. Imagine AI agents that
take initiative in overseeing financial matters, such as consistently
identifying superior savings products and actioning the movement of capital,
thereby disrupting established revenue systems built on consumer inaction. The
transition from automated processes to self-governing autonomy will witness AI
agents handling intricate operations with far less need for human input, for
example, within industry-specific SaaS (software as a service) platforms that
manage stock levels, arrange funding, and conduct supplier discussions.
Moreover, Agentic AI will advance customisation to an intensely individualised
level of hyper-personalisation, providing bespoke financial guidance and
automated modifications to expenditure and investment plans that factor in
current information and personal objectives, a standard of service once
reserved for affluent customers but potentially accessible to a
wider audience.

Internally, we are also working hard to harness the power of the latest in AI
tooling to enhance our investing edge. Whether it be AI powered research to
help identify the best opportunities or agentic workflows that ensure we do
not miss opportunities that have previously been identified within our
systems. We see AI being a core element of how we function as an organisation
going forward.

Regulation will be both a help and a hindrance, but there should be no doubt
that the impact of AI will become ever more significant, even if the impact in
financial services takes a little longer to play out. We are undergoing a
generational opportunity, and one in which we expect many current and future
portfolio companies to benefit from.

 

Portfolio Highlights

A recent BCG report estimated that of the 37,000 fintechs globally, less than
100 were generating more than US$500 million in revenue. It is a testament to
the Augmentum portfolio that we expect three portfolio companies to join this
exclusive “100 Club” by year end. We backed these companies several years
ago when such targets were ambitious aspirations. Their subsequent patience,
persistence, and exceptional execution have delivered outstanding operational
results over the past two years. While this strong underlying performance has
not yet fully translated into commensurate increases in the Company’s NAV
during the recent period of broader market recalibration, we are confident in
its trajectory. Their continued growth and strengthening financial profiles
position them well to drive substantial shareholder value as market
recognition aligns with their fundamental progress. 

The portfolio now comprises 25 companies, with two new investments in LoopFX
and Pemo, and exits from Onfido and FullCircl during the period. One new
investment was announced post year end. Across this growing set of businesses,
we are seeing the hallmarks of resilience: strong unit economics, expanding
market share, and increasingly global ambition. However, when we need to take
a proactive role in addressing underperformance or execution failures, we are
not afraid to take decisive action alongside our co-investors. Venture Capital
is a challenging asset class, full of uncertainties and twists and turns. Many
of the most successful companies in the portfolio have navigated some
significant challenges along the way, making their eventual success all the
more rewarding. 

Tide, the portfolio’s largest holding, maintained strong momentum over the
past 12 months, which has been further reflected in an £11.2 million write
up. The company is broadening its product suite and market presence for small
businesses across all regions. In the UK, Tide’s membership has surpassed
700,000 and the company has secured a £100 million facility from Fasanara
Capital, enabling the roll-out of Credit Flex to all eligible UK members.
Following its 2024 acquisition of Onfolk, the company has launched Tide
Payroll, the UK’s first mobile-native payroll platform. In India, membership
has surged (a threefold year-on-year increase) and there are now, for the
first time, more Tide India members than UK members in only the third year
since the launch of Tide India. 

Zopa Bank continued its strong growth and profitability trajectory in 2024,
more than doubling profit to £31.6 million. Revenue grew 30% to £303 million
for the year, with cost to income dropping to 37.7% thanks to its in-house
cloud-based tech supported by AI and Open Banking. Overall customer numbers
grew to 1.4 million in total with its Net Promoter Score maintained at an
exceptional level of 75. Gross Loans on the balance sheet stood at £3.1
billion at the end of 2024 and Savings balances at £5.4 billion. Zopa
Bank’s customers increasingly hold multiple products with each customer now
holding on average 1.3 products and the Bank’s vision is to become the
‘Home of Money’ for its customers providing everyday banking services and
products alongside its existing best in class consumer lending and savings
products. In June 2025 Zopa Bank started offering its new current account,
‘Biscuit’ a market leading proposition, offering up to 7.1% on savings.

Despite a 121% year-on-year increase in processing volume in the first half of
this year versus the same period last year, we have reduced our valuation of
real-time payments solution Volt in line with public market comparables
reflecting the focus over the past 18 months of reducing cash burn and
improving the unit economics. The reduction in cost base has both extended the
company's runway and left it well positioned to pursue its next phase of
growth. Notable recent milestones include Volt’s launch in Australia and its
partnership with Shopify. Volt’s Pay by Bank offering is now live in over 30
markets and the company has also seen traction with its account product.

20 years since launch, BullionVault sadly lost its pioneering founder and
chairman Paul Tustain in a tragic accident in May. But under the long-standing
management team Paul put in place more than a decade ago, the low-cost, 24/7
physical bullion trading platform has continued to thrive as geopolitical and
economic uncertainty drives gold to fresh records. In contrast to the
high-price recession suffered by traditional bar-and-coin retailers,
BullionVault enjoyed 30% gross profit growth in 2024, growing net profit by
40% and paying a record dividend. New account openings in 2025 so far have
been the strongest since the COVID-19.

Founded in 2011, iwoca is on track to deliver its mission of financing one
million small businesses: to date the business has funded some 100,000
businesses across the UK and Germany. It provides new funding to around 6,000
businesses per month, or roughly one every 7 minutes 24/7. Through its
Flexi-Loan, which offers financing from £1 thousand up to £1 million,
iwoca represents 1.5% of bank lending flows to UK SMEs by value leaving
substantial potential for further growth. iwoca has been consistently
profitable since 2022 and has shown strong profit growth of 126% since 2023.
This consistent growth has led to a £6.6 million uplift in our holding value.
The company has secured £1.5 billion in equity and debt funding from partners
such as Barclays, Citibank and Insight Investment. iwoca is founder-led with a
team exceeding 500 employees across offices in London, Leeds, Berlin and
Frankfurt.

While several companies continue to scale while optimising profitability,
others are undergoing critical transitions. Berlin based Grover is one such
example, where a strategic review has led to a restructuring to help drive the
business towards profitability and sustainable growth. Augmentum Co-Founder
Richard Matthews has joined the board as Chairman to help navigate the company
through these challenges. We have significantly reduced its valuation in these
financial statements by £26.3 million while the company delivers on a new
plan, and although there has been significant progress over the past six
months, we feel our valuation approach is prudent during this transitional
period.

Positioned at the intersection of core banking modernisation and embedded
finance, XYB is pioneering a new category of Adaptive Financial
Infrastructure, a modular, API-first approach to helping banks evolve legacy
systems without the need for full replacement. The company has reorganised
internally and invested in AI-driven tooling to optimise workflows and enhance
scalability. XYB continues to collaborate with IBM and is actively engaged
with some of the world’s largest financial institutions to shape the future
of real-time banking infrastructure.

Anyfin continues to trade in line with budget as the company prioritises
strengthening unit economics and bolstering its operational, compliance and
finance functions to support future growth and its “Kreditmarknadsbolag”
license. Effectively a ‘light’ banking license, this license, which can be
passported across Europe, will enable the company to expand its activities to
include services such as accepting customer deposits and issuing loans. A
notable recent hire is CFO Dan Webber, formerly of Flex, Remitly, and Capital
One.

Intellis continues to develop new proprietary intellectual property in
artificial intelligence which allows it to operate profitably in financial
markets both on its balance sheet and through license partners. Success in FX
trading has led to other strategies being deployed in the commodities and
digital assets arena which we expect to deliver a more substantive impact over
the coming financial year. 

WeMatch continues to deliver steady growth as it builds out its platform for
total return swap and securities lending markets globally. The platform now
connects over 1,000 traders and 100 institutions, streamlining pre-execution,
negotiation, and post-trade workflows. In 2024, the company achieved 82%
year-on-year volume growth across financial instruments reaching US$950
billion. WeMatch also recently became one of the first firms to receive SEC
approval for SBSEF registration, a milestone that comes at a pivotal time as
the market increasingly moves toward automation combined with regulatory
oversight.

The digitisation of the insurance market remains a high priority for
participants across the ecosystem. Artificial is emerging as one of the
leading businesses facilitating this via their cutting-edge technology
platform enabling algorithmic underwriting, something that has been impossible
to deliver at scale across the industry with outdated legacy systems.
Commercial traction continues to progress with Artificial signing multiple
enterprise contracts with some of the largest stakeholders in the space; AON,
Apollo, Axis, Gallagher and more, and a successful partnership with Placing
Platform Limited (“PPL”) where 80%+ of the London insurance market is
placed. In one year, brokers using Artificial’s embedded Contract Builder
product have generated 15,000 contracts, through which users have benefited
from a 50% improvement in contract creation time. These partnerships will help
accelerate the network effects that Artificial benefits from at the centre of
the insurance market. 

Farewill was acquired by funerals group Dignity in exchange for shares in
Castelnau Group Limited, which has a controlling stake in Dignity. The
acquisition resulted in a downward valuation of our stake, although we expect
there to be meaningful future upside from the current level.

Exposure to digital assets remains focused on the infrastructure layer, where
regulatory momentum, particularly in the US, has driven renewed confidence and
asset price recovery. Portfolio companies like Gemini, ParaFi and Tesseract
are well placed to benefit from this shift. Blockchain ecosystems are scaling
at pace. Three critical trendlines in the blockchain space are simultaneously
inflecting: (i) stablecoin adoption, (ii) real-world asset tokenisation, and
(iii) the convergence of traditional capital markets onto blockchain rails.
The institutionalisation of the sector is in full swing with the likes of
Visa, Blackrock, JP Morgan and PayPal, amongst many others, who are developing
or have launched stablecoin and tokenisation initiatives over the past 12
months. None of these are “crypto-native” businesses, but instead, they
are banks, asset management firms, and fintech giants; incumbents who have
closely observed blockchain’s evolution over the past 15 years and are now
committing to the technology. Importantly, their initiatives aren’t driven
by speculation on Bitcoin’s price, meme coins, or visions of decentralised
utopias. They see utilitarian and pragmatic value in blockchain as a superior
financial infrastructure for payments, capital markets, collateralised debt,
trade finance, settlement, escrow, securitisation, and beyond.

 

Investments

In a year marked by macroeconomic uncertainty and subdued market sentiment, we
maintained our disciplined investment approach, with a sharp focus on a
healthy balance between capital preservation and investing in new and
follow-on opportunities where we have high conviction. Our selective
deployment of capital during the period reflects our belief that periods of
market stress can present outsized opportunities for disciplined, patient
investors with a long-term outlook.

In October 2024 we announced we had led a US$7 million funding round with a
US$4 million investment into expense management and corporate payment solution
Pemo, our first in the Gulf region, reflecting our ongoing strategy to
opportunistically tap into emerging fintech hubs where the flywheel of talent,
innovation, capital and regulation is just beginning to develop. The business
offers exposure to a world class team executing against a proven business
model in a large and rapidly growing market. Since our investment, Pemo has
gone from strength to strength, continuing to expand their product offering
and grow in the UAE while also recently launching their solution in Saudi
Arabia.

In June 2024, we announced a £2.6 million investment into LoopFX, a
London-headquartered independent venue leading innovation in the
US$7 trillion-a-day spot FX market. LoopFX enables traders to match, in
real-time, with other asset managers and banks without information leakage and
at a mid-market rate, reducing trading costs and improving best execution
processes. Augmentum is the first institutional investor in LoopFX, backing
the company as it secured integrations with major trading platforms, including
State Street’s FX Connect, FactSet’s Portware, and FlexTrade’s FlexFX.
These integrations mark a significant step toward reshaping institutional FX
trading infrastructure. LoopFX is already attracting the engagement of leading
asset managers such as Schroders, Aviva, and Manulife, as well as global banks
including RBC, Deutsche Bank, and HSBC. We believe LoopFX is positioned to
become a vital part of the future FX landscape.

Post year end we announced that we led a funding round of £4.5 million into
retail investment platform RetailBook. RetailBook addresses the challenge of
limited retail investor access to primary capital markets by providing a
platform for participation in investment opportunities, including IPOs,
follow-on placings, and bond offerings, on the same terms as institutional
investors. The service is accessed through established retail investment
platforms.

 

Exits and Realisations

Exits during the year took total realisations since IPO to over
£100 million. Onfido was acquired by US payments company Entrust and
FullCircl was acquired by NASDAQ listed US digital banking platform nCino.

Although these exits did not deliver a “venture outcome”, they still
delivered over £16 million in realisations, which was achieved in a
challenging exit environment. Maintaining strong exit discipline remains a
core part of our investment strategy, ensuring we realise value at the right
time to deliver returns for shareholders and recycle capital into the next
generation of high growth fintech opportunities.

As public and private market sentiment improves, we expect to see renewed M&A
momentum across the fintech sector, driven by strategic appetite from both
incumbents and larger tech players. Financial institutions are increasingly
turning to acquisition over in-house development to accelerate digital
transformation, creating strong demand for high-quality, scalable fintech
scale-ups. This dynamic reduces reliance on the IPO market as the primary exit
route for fintechs, with strategic trade sales and secondary transactions
offering attractive alternatives. Companies in the portfolio, many of which
operate at the intersection of key trends of strategic interest for such
acquirers, are well-positioned to benefit from this dynamic, increasing the
likelihood of further value-accretive exits.

 

Performance and Valuation Discipline

While we have seen a drop in the Company’s NAV per share of 5.9p over the
past 12 months, which on the surface is disappointing, it masks the
significant progress made across the portfolio by many key holdings.

The impact on valuations from multiple compression, and a significant write
down in Grover, have countered the 115% revenue growth and 173% increase in
profitability across our top 9 investments over the last 24 months. As in any
venture portfolio, there are winners and losers, however we believe
Augmentum’s portfolio remains well positioned to deliver our long-term IRR
target of 20%. 

As at 31 March 2025, the Company’s NAV per share, after performance fee,
stood at 161.5p (2024: 167.4p).

Valuation remains a rigorous process governed by objective methodologies and
approved by the Company’s Valuations Committee and Board. Public market
comparables are used for 78% of the portfolio. Downside Protections in the
form of preferred shares and anti dilution provisions are in place for 19 of
25 companies, ensuring that investor capital is appropriately safeguarded.

 

Outlook

We believe that the next five years will mark a defining chapter for European
fintech, a sector at the intersection of innovation, regulation and global
capital flows. With rate cycles peaking and early cuts now behind us, the
stage is set for a recovery in risk appetite. Market sentiment is already
responding: fintech valuations are recovering, capital markets are stabilising
and M&A activity is accelerating. Exit markets are poised to reopen, driven by
pent-up demand and investor appetite for growth-stage businesses with strong
fundamentals. Our job is to ensure that Augmentum’s portfolio companies are
at the front of the queue, and that realisations are delivered at appropriate
premiums, reflective of their maturity, profitability and strategic relevance.

In an increasingly competitive market, we believe the foundations we have laid
over the last seven years give us a significant edge. Through our proprietary
deal sourcing platform, ADA, our multi-national team monitors over 10,000
relationships and tracks more than 6,000 companies in our network and will
continue to invest selectively, with a focus on category-defining
technologies, large markets and exceptional founders. 

As Europe’s fintech ecosystems mature, generating repeat founders, deeper
pools of talent, and more ambitious ventures, we remain confident that the
best vintages lie ahead. With patience, discipline, and clarity of purpose, we
look forward to delivering exceptional outcomes for shareholders.

 

Thank you for your continued support.

 

Tim Levene

CEO

Augmentum Fintech Management Limited

30 June 2025

 

.

INVESTMENT OBJECTIVE AND POLICY

 

Investment objective

The Company’s investment objective is to generate capital growth over the
long term through investment in a focused portfolio of fast growing and/or
high potential private financial services technology (“fintech”)
businesses based predominantly in the UK and wider Europe.

 

Investment policy

In order to achieve its investment objective, the Company invests in early or
later stage investments in unquoted fintech businesses. The Company intends to
realise value through exiting these investments over time.

The Company seeks exposure to early stage businesses which are high growth,
with scalable opportunities, and have disruptive technologies in the banking,
insurance and wealth and asset management sectors as well as those that
provide services to underpin the financial sector and other cross-industry
propositions.

Investments are expected to be mainly in the form of equity and equity-related
instruments issued by portfolio companies, although investments may be made by
way of convertible debt instruments. The Company intends to invest in unquoted
companies and will ensure that the Company has suitable investor protection
rights where appropriate. The Company may also invest in partnerships, limited
liability partnerships and other legal forms of entity. The Company will not
invest in publicly traded companies. However, portfolio companies may seek
initial public offerings from time to time, in which case the Company may
continue to hold such investments without restriction. The Company may also
hold securities in publicly traded companies, including non-fintech
companies,  that have been received as consideration for the Company’s 
holding in a  portfolio company (“Listed Consideration Securities”).

The Company may acquire investments directly or by way of holdings in special
purpose vehicles or intermediate holding entities (such as the Partnership*).

The Management Team has historically taken a board or board observer position
at investee companies and, where in the best interests of the Company, will do
so in relation to future investee companies.

The Company’s portfolio is expected to be diversified across a number of
geographical areas predominantly within the UK and wider Europe, and the
Company will at all times invest and manage the portfolio in a manner
consistent with spreading investment risk.

The Management Team will actively manage the portfolio to maximise returns,
including helping to scale the team, refining and driving key performance
indicators, stimulating growth, and positively influencing future financing
and exits.

 

Investment restrictions

The Company will invest and manage its assets with the object of spreading
risk through the following investment restrictions:

• the value of no single investment (including related investments in group
entities or related parties) will represent more than 15% NAV, save that one
investment in the portfolio may represent up to 20% of NAV;

• the aggregate value of seed stage investments will represent no more than
1 per cent. of Net Asset Value; and

• at least 80% of NAV will be invested in businesses which are
headquartered in or have their main centre of business in the UK or wider
Europe; and

• the aggregate value of holdings of Listed Consideration Securities may
not exceed 2.5% of NAV.

In addition, the Company will itself not invest more than 15 per cent. of its
gross assets in other investment companies or investment trusts which are
listed on the Official List of the FCA.

Each of the restrictions above will be calculated at the time of investment
and disregard the effect of the receipt of rights, bonuses, benefits in the
nature of capital or by reason of any other action affecting every holder of
that investment. The Company will not be required to dispose of any investment
or to rebalance the portfolio as a result of a change in the respective
valuations of its assets.

For the purposes of the investment policy, “NAV” means the consolidated
assets of the Company and its consolidated subsidiaries (together “the
Group”) less their consolidated liabilities, determined in accordance with
the accounting principles adopted by the Group from time to time. 

 

Hedging and derivatives

Save for investments made using equity-related instruments as described above,
the Company will not employ derivatives of any kind for investment purposes,
but derivatives may be used for currency hedging purposes.

 

Borrowing policy

The Company may, from time to time, use borrowings to manage its working
capital requirements but shall not borrow for investment purposes. Borrowings
will not exceed 10% of the Company’s Net Asset Value, calculated at the time
of borrowing.

 

Cash management

The Company may hold cash on deposit and may invest in cash equivalent
investments, which may include short-term investments in money market type
funds and tradeable debt securities.

There is no restriction on the amount of cash or cash equivalent investments
that the Company may hold or where it is held. The Board has agreed prudent
cash management guidelines with the AIFM and the Portfolio Manager to ensure
an appropriate risk/return profile is maintained. Cash and cash equivalents
are held with approved counterparties.

It is expected that the Company will hold between 5 and 15 per cent. of its
Gross Assets in cash or cash equivalent investments, for the purpose of making
follow-on investments in accordance with the Company’s investment policy and
to manage the working capital requirements of the Company.

 

Changes to the investment policy

No material change will be made to the investment policy without the approval
of Shareholders by ordinary resolution. Non-material changes to the investment
policy may be approved by the Board. In the event of a breach of the
investment policy set out above or the investment and gearing restrictions set
out therein, the Management Team shall inform the AIFM and the Board upon
becoming aware of the same and if the AIFM and/or the Board considers the
breach to be material, notification will be made to a Regulatory Information
Service.

* Please refer to the Glossary on page 79.

.

PORTFOLIO REVIEW

                                   Fair value of   Net               Impact of foreign currency rate changes# £’000     Investment          Fair value of   % of Net assets after performance fee  
                                    holding at      investments/                                                         gains/ (losses)     holding at                                            
                                    31 March        (realisations                                                        £’000               31 March                                              
                                    2024            £’000                                                                                    2025                                                  
                                    £’000                                                                                                    £’000                                                 
 Tide                              51,293          2,000             –                                                  11,924              65,217          24.1%                                  
 Zopa Bank^                        39,291          505               –                                                  (3,488)             36,308          13.4%                                  
 Volt                              25,458          –                 –                                                  (5,437)             20,021          7.4%                                   
 BullionVault^                     13,119          (400)             –                                                  3,687               16,406          6.1%                                   
 Iwoca                             7,926           –                 –                                                  6,552               14,478          5.4%                                   
 Grover                            35,893          4,451             (932)                                              (25,354)            14,058          5.2%                                   
 XYB                               7,135           3,500             –                                                  1,984               12,619          4.7%                                   
 AnyFin                            9,415           843               (197)                                              1,190               11,251          4.2%                                   
 Intellis                          10,074          –                 130                                                910                 11,114          4.1%                                   
 Gemini                            10,924          –                 (266)                                              (1,344)             9,314           3.4%                                   
 Top 10 Investments                210,528         10,899            (1,265)                                            (9,3676)            210,786         78.0%                                  
 Other Investments*                44,407          1,027             (383)                                              (58)                44,993          16.6%                                  
 Onfido                            10,148          (9,930)           –                                                  –                   218             0.1%                                   
 Total Investments                 265,083         1,996             (1,648)                                            (9,434)             255,997         94.7%                                  
 Cash & cash equivalents           38,505                                                                                                   32,256          12.0%                                  
 Net other liabilities             (271)                                                                                                    (2,837)         (1.1%)                                 
 Net Assets                        303,317                                                                                                  285,416         105.6%                                 
 Performance Fee provision         (18,980)                                                                                                 (15,244)        (5.6%)                                 
 Net Assets after performance fee  284,337                                                                                                  270,172         100.0%                                 

#  The amounts in both columns are included within (Losses)/Gains on
Investments in the Income Statement.

^  Held via Augmentum I LP

*  There are fifteen other investments (31 March 2024: fourteen). See pages
13 to 15 for further details.

.

KEY INVESTMENTS

 

Tide

Tide’s (www.tide.co) mission is to help small and mid-sized businesses
(“SMEs”) save time and money in the running of their businesses. Members
(customers) can be set up with an account number and sort code in less than 10
minutes, and the company continues to build a comprehensive suite of digital
banking services for businesses, including automated accounting, savings,
credit, business loans, card readers and invoicing. Tide acquired Onfolk in
2024, giving Tide members a payroll solution. 

Tide acquired Funding Options in 2022, giving Tide’s customers access to a
wider range of credit options and created Partner Credit Services, one of the
UK’s biggest digital marketplaces for SME credit. Tide is also expanding
geographically, with a significant business now established in India and has
recently launched in Germany. Tide has more than 10% market share of small
business accounts in the UK and has more than 1 million members worldwide.

Augmentum led Tide’s £44.1 million first round of Series B funding in
September 2019, alongside Japanese investment firm The SBI Group. In July 2021
Tide completed an £80 million Series C funding round led by Apax Digital, in
which Augmentum invested an additional £2.2 million and into which the £2.5
million loan note was converted. Augmentum invested a further £4.2 million in
October 2023 and £2.0 million in May 2024 through a combination of primary
and secondary transactions..

 Source: Tide            31 March       31 March       
                          2025           2024          
                          £’000          £’000         
 Cost:                   19,376         17,376         
 Value:                  65,217         51,293         
 Valuation Methodology^  Rev. Multiple  Rev. Multiple  

As per last filed audited accounts of the investee company for the year to 31
December 2023:

               2023        2022        
                £’000       £’000      
 Turnover      119,351     59,176      
 Pre tax loss  (43,714)    (39,795)    
 Net assets    19,372      32,444      

 

^  See note 13(iii) on pages 63 to 65.

.

 

Zopa Bank

Founded in 2020, with a full banking licence and backed by some of Silicon
Valley’s most iconic investors, digital bank Zopa (www.zopa.com) is building
the "Home of Money". Zopa Bank secured its banking license in just over 4
years, and has launched unsecured personal loans, BNPL retail finance and POS,
car finance, credit cards, savings accounts, and tools for improved financial
management and health. It has achieved profitability and grown to have just
under 1.5 million customers.

Zopa Bank achieved its first full year of profitability in 2023, swinging to a
pre-tax profit of £15.8 million for the financial year ending 31 December
2023 and doubled pre-tax profits to £34.2 million in FY2024. Zopa Bank has
lent more than £13 billion to consumers in the UK to date and takes care of
over £5 billion in savings.

Zopa Bank was again voted the UK’s best Personal Loan Provider and best
Credit Card Provider at the 2024 British Bank Awards. Zopa Bank Limited is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority.  

Augmentum participated in a £20 million funding round led by Silverstripe in
March 2021, added £10 million in a £220 million round led by SoftBank in
October 2021, and in February 2023 invested a further £4 million as part of
a £75 million equity funding round alongside other existing investors. In
September 2023 Zopa Bank raised £75 million in Tier 2 Capital to support
further scaling, and in December 2024, raised £68 million in an equity round
led by A.P. Moller in which Augmentum participated.

 Source: Zopa Bank       31 March      31 March      
                          2025          2024         
                          £’000         £’000        
 Cost:                   33,670        33,670        
 Value:                  36,308        39,291        
 Valuation Methodology^  Rev.Multiple  Rev.Multiple  

As per last filed audited accounts of the investee company for the year to 31
December 2024:

                   2024        2023        
                    £’000       £’000      
 Operating income  298,612     223,544     
 Pre tax profit    28,774      10,828      
 Net assets        496,446     410,385     

.

 

Volt

Volt (www.volt.io) is building the infrastructure for global real-time
payments. Launched in 2019, its payment network is the first to unite domestic
account-to-account schemes to a single interoperable standard. Scaling and
enterprise businesses use it to accept real-time payments (via a Pay by Bank
option at checkout), initiate payouts and manage funds. In doing so, they
benefit from faster settlement times, lower fees, and full visibility of
payment value chains.

Headquartered in London, Volt – which is live in 31+ markets across the UK,
the EU and Australia – has offices in Warsaw, Kraków and Sydney. In early
2025, it secured its UK EMI licence and, a few months earlier in 2023, its
Polish Payment Institution licence – enabling it to offer virtual accounts
alongside payment initiation services. 

Recent milestones for Volt include partnerships with Farfetch and Pay.com, the
development of its one-click checkout in Australia, and the launch of virtual
IBANs to enable merchants to automatically reconcile high volumes of user
deposits. It also partners with Worldpay, the world’s largest merchant
acquirer, and Shopify, the global ecommerce platform. 

Augmentum invested £0.5 million in Volt in December 2020, £4 million in its
June 2021 US$23.5 million Series A funding round and £5.3 million in its
US$60 million Series B funding round in June 2023.

 Source: Volt           31 March       31 March       
                         2025           2024          
                         £’000          £’000         
 Cost:                  9,800          9,800          
 Value:                 20,021         25,459         
 Valuation Methodology  Rev. Multiple  Rev. Multiple  

Volt is not required to publicly file audited accounts.

.

 

BullionVault

BullionVault (www.bullionvault.com) is a physical gold and silver market for
private investors online. It enables people across 175 countries to buy and
sell professional-grade bullion at competitive prices online. BullionVault
currently has £4 billion of assets under management, with over £100 million
worth of gold and silver traded monthly.

Each user’s property is stored in secure, specialist vaults in London, New
York, Toronto, Singapore and Zurich. BullionVault’s unique daily audit then
proves the full allocation of client property every day. The company generates
monthly profits from trading, commission, custody fees and interest. It is
cash generative, dividend paying, and well-placed for any cracks in the wider
financial markets. 

The BullionVault holding was one of the seed assets acquired by the Company at
its IPO in March 2018, for £8.4 million.

 Source: BullionVault   31 March           31 March           
                         2025               2024              
                         £’000              £’000             
 Cost:                  8,424              8,424              
 Value:                 16,406             13,119             
 Valuation Methodology  Earnings Multiple  Earnings Multiple  
 Dividends paid*        400                799                

*BullionVault has shifted from paying a single final dividend to issuing three
interim dividends, which has resulted in a delay in distributing dividends for
its most recent financial year.

As per last filed audited accounts of the investee company for the year to 31
October 2024:

                 2024        2023        
                  £’000       £’000      
 Gross profit    17,325      13,311      
 Pre tax profit  18,937      13,023      
 Net assets      53,307      46,323      

.

 

Iwoca

Founded in 2011, iwoca (www.iwoca.co.uk) uses award-winning technology to
disrupt small business lending across Europe. Since launch, iwoca has provided
over £3.5 billion in loans to SMEs across UK and Germany, solidifying its
role as a key funding partner for small businesses.

In February 2023 iwoca hit profitability and saw an increase of over 50%
increase in the number of businesses funded across the UK and Germany year on
year, reinforcing its position as one of Europe’s most scalable and reliable
fintech lenders. With £1.5 billion in investment across equity and debt,
iwoca stands among Europe’s best-funded fintech success stories and
continues to demonstrate the strong profit potential of tech-enabled lending
through the use of machine learning and digital infrastructure.

Augmentum originally invested £7.5 million in Iwoca in 2018 and has since
added £0.35 million. Iwoca has raised over £1 billion in debt

funding from partners including Barclays, Pollen Street Capital, Värde,
Citibank and Insight Investment.

 Source: Iwoca          31 March           31 March           
                         2025               2024              
                         £’000              £’000             
 Cost:                  7,852              7,852              
 Value:                 14,478             7,926              
 Valuation Methodology  Earnings Multiple  Earnings Multiple  

As per last filed audited accounts of the investee company for the year to 31
December 2024:

                 2024        2023        
                  £’000       £’000      
 Turnover        234,160     142,584     
 Pre tax profit  59,133      21,784      
 Net assets      94,686      54,976      

.

 

Grover

Berlin-based Grover (www.grover.com) is the leading consumer-tech subscription
platform, bringing the access economy to the consumer electronics market by
offering a simple, monthly subscription model for technology products. Private
and business customers have access to over 1,500 products including
smartphones, cameras, laptops, virtual reality technology, gaming, wearables
and smart home appliances. The Grover service allows users to keep, switch,
buy, or return products depending on their individual needs. Rentals are
available in Germany, Austria, the Netherlands and Spain. Grover is at the
forefront of the circular economy, with products being returned, refurbished
and recirculated until the end of their usable life.

Augmentum participated in multiple funding rounds, initially investing in
2019, with three follow on investments up to March 2024. In the current year a
€1.8 million investment was made into a CLN as part of a bridging round 
and a further €3.5 million was invested in March 2025 following Grover's
strategic review and restructuring. 

 Source: Grover         31 March       31 March       
                         2025           2024          
                         £’000          £’000         
 Cost:                  13,745         9,295          
 Value:                 14,058         35,893         
 Valuation Methodology  Rev. Multiple  Rev. Multiple  

As an unquoted German company, Grover is not required to publicly file audited
accounts.

.

 

XYB

XYB (www.xyb.co) offers a platform for modern adaptive financial
infrastructure. Launched by Monese in May 2023 and spun out as a separate
business in May 2024, XYB empowers banks and non-banks to provide
comprehensive financial services to individuals and businesses. XYB also
enables banks to transform and modernise their legacy systems, integrate new
services, and help them prepare for regulatory change with minimal risk.  XYB
now has 200+ coreless banking services and 60+ partner adaptors. 

In 2024, XYB partnered with IBM to provide technologies and consulting
expertise that can help financial services organisations address the growing
requirements for core modernisation initiatives. XYB also counts HSBC and
Investec amongst its client base. The BaaS sector shows strong growth as
established banks and fintech companies continue to bring innovative digital
products to market. 

Augmentum invested £1 million specifically into the spun-out business via a
secondary transaction in September 2024, bringing total investment made by
Augmentum as part of the separation of XYB and Monese to £3.5 million.

 Source: XYB            31 March       31 March    
                         2025           2024       
                         £’000          £’000      
 Cost:                  10,635*        n/a         
 Value:                 12,619         n/a         
 Valuation Methodology  Rev. Multiple  n/a         

XYB is a new company and no accounts have been filed.

* Includes legacy Monese investment costs attributable to the XYB business

.

 

Anyfin

Anyfin (www.anyfin.com) was founded in 2017 by former executives of Klarna,
Spotify and iZettle, and leverages technology to allow creditworthy consumers
the opportunity to improve their financial wellbeing by consolidating and
refinancing existing credit agreements with improved interest rates. 

Anyfin is currently available in Sweden, Finland, Norway and Germany, with
plans to expand across Europe as well as strengthen its product suite in
existing markets. With more than one million app downloads to date, Anyfin has
saved its customers a combined €103 million, lowering the average user’s
loan costs by 40%. In July 2024 Anyfin announced UC-kollen, a new service in
the Anyfin app providing daily credit rating updates and tips to improve
scores. In June 2025 Anyfin was granted a banking licence in Sweden, which
should open up a wider finance base and lower borrowing costs.

Augmentum invested £7.2 million in Anyfin in September 2021 as part of a
US$52 million funding round, a further £2.7 million as part of a
US$30 million funding round in November 2022 and £0.8 million in July 2024.

 Source: Anyfin         31 March       31 March       
                         2025           2024          
                         £’000          £’000         
 Cost:                  10,768         9,924          
 Value:                 11,251         9,416          
 Valuation Methodology  Rev. Multiple  Rev. Multiple  

As an unquoted Swedish company, Anyfin is not required to publicly file
audited accounts.

.

 

Intellis

Intellis (https://intellis.ch), based in Switzerland, is an algorithmic
powered quantitative hedge fund operating in the FX space. Intellis’
proprietary approach uses artificial intelligence and takes a conviction-based
assessment towards trading – a position which is uncorrelated to traditional
news and macro/trade-driven investment patterns. The company operates across a
range of global trading venues with a regulated Investment Trust fund
structure on behalf of multiple external investors.

Following an initial investment of €1 million In 2019, Augmentum exercised
its option to invest a further €1 million in March 2020 and a further €1
million in March 2021.

 Source: Intellis       31 March      31 March      
                         2025          2024         
                         £’000         £’000        
 Cost                   2,696         2,696         
 Value                  11,114        10,074        
 Valuation Methodology  P/E Multiple  P/E Multiple  

As an unquoted Swiss company, Intellis is not required to publicly file
audited accounts.

.

 

Gemini

Gemini (www.gemini.com) enables individuals and institutions to safely and
securely buy, sell and store cryptocurrencies. Gemini was founded in 2014 by
Cameron and Tyler Winklevoss and has been built with a security and regulation
first approach. Gemini operates as a New York trust company regulated by the
New York State Department of Financial Services (NYSDFS) and was the first
cryptocurrency exchange and custodian to secure SOC 1 Type 2 and SOC 2 Type 2
certification. Gemini entered the UK market in 2020 with an FCA Electronic
Money Institution licence, becoming one of only ten companies to have achieved
FCA Cryptoasset Firm Registration at that time. Gemini is available in more
than 70 countries.

Gemini announced acquisitions of portfolio management services company BITRIA
and trading platform Omniex in January 2022. Gemini expanded into the UAE and
Asia in 2023, and in 2024 was selected as custodian for Path Crypto’s
Managed Portfolios, the first and only bitcoin ETF in Australia launched by
Monochrome Asset Management, and a landmark ether staking ETF fund launched by
Purpose Investments.

Augmentum participated in Gemini’s first institutional funding round in
November 2021 with an investment of £10.2 million.

 Source: Gemini         31 March       31 March       
                         2025           2024          
                         £’000          £’000         
 Cost:                  10,150         10,150         
 Value:                 9,314          8,306          
 Valuation Methodology  Rev. Multiple  Rev. Multiple  

Gemini is not required to publicly file audited accounts.

.

 

OTHER INVESTMENTS

 

Wematch

Wematch (www.wematch.live) is a capital markets digital trading and workflow
platform that helps financial institutions transition liquidity to an orderly
electronic service, improving productivity and de-risking the process of voice
broking. Their solution helps traders find liquidity, negotiate, trade,
optimise and manage the lifecycle of their portfolios of assets and trade
structures in the securities trading space. 

Created in 2017, Wematch is headquartered in Tel Aviv and has offices in New
York, London and Paris. Wematch is helping 85+ financial institutions
digitally transform their trading operations and has reached $960 billion+ in
ongoing notional volume. 

Augmentum invested £3.7 million in September 2021 and £0.4 million in August
2024.

.

Artificial

Artificial (www.artificial.io) is an established underwriting technology
provider for the London Insurance Market. This London-based insurtech partners
with global insurers and brokers to facilitate algorithmic placement of
commercial and specialty risk, backed by their powerful contract builder and
underwriting platform. Artificial continues to show strong commercial
traction, signing multiple enterprise contracts with some of the largest
brokers and underwriters globally. Artificial works with top performing global
brokers and carriers like Chaucer, Convex, The Ardonagh Group, Lockton, BMS
and many more. Artificial was recently named in the 2024 CB Insights’ list
of the 100 most innovative fintech startups.

Augmentum led Artificial’s £8 million Series A+ round in January 2024 with
a £4 million investment, alongside existing investors MS&AD Ventures and
FOMCAP IV.

.

Parafi

ParaFi Capital (www.parafi.com) is an investor in decentralised finance
protocols that address tangible use cases of the technology and demonstrate
signs of product-market fit. Founded in 2018, ParaFi was among the earliest
institutional investors in the blockchain industry and has evolved into a
trusted partner by leading institutions globally, with over US$1 billion under
management. They have drawn on their domain expertise developed in both
traditional finance and crypto to identify and invest in leading decentralised
finance protocols such as Compound (lending and interest accrual), Aave (asset
borrowing), Uniswap (automated liquidity provision), Synthetix (synthetic
asset trading) and MakerDAO (stablecoins). ParaFi also supports its protocols
as a liquidity provider and governance participant.

Augmentum invested £2.8 million in ParaFi in January 2021. Co-investors
include Bain Capital Ventures and Galaxy Digital.

.

Tesseract

Helsinki based Tesseract (www.tesseractinvestment.com) is a forerunner in the
dynamic digital asset sector, providing digital lending solutions to market
makers and other institutional market participants via regulated custody and
exchange platforms. Tesseract was founded in 2017, is regulated by the Finnish
Financial Supervisory Authority (“FIN-FSA”), and was one of the first
companies in the EU to obtain a 5AMLD (Fifth Anti Money Laundering Directive)
virtual asset service provider (“VASP”) licence. It is the only VASP with
an express authorisation from the FIN FSA to deploy client assets into
decentralized finance or “DeFi”.

Tesseract provides an enabling crypto infrastructure to connect digital asset
lenders with digital asset borrowers. This brings enhanced capital efficiency
with commensurate cost reduction to trading, in a space that is currently
significantly under-leveraged relative to traditional capital markets.

Augmentum led Tesseract’s Series A funding round in June 2021 with an
investment of £7.3 million.

.

Kipp

Kipp (www.letskipp.com) is an Israeli fintech company that enables card
issuers and merchants to reduce non-sufficient funds (NSF) declines through
smarter collaboration. Its platform helps both parties make better approval
decisions by sharing context and aligning incentives, ultimately increasing
approved transactions, creating new revenue, and improving the cardholder
experience.

Kipp recently announced their partnership with FIS. Through this
collaboration, Kipp’s NSF authorisation solution will be made available to
thousands of debit card issuers, helping to create a more predictable and
efficient payment experience for consumers.

Augmentum invested £4 million in May 2022.

.

Pemo

Founded in 2022, Pemo (www.pemo.io) provides an expense management and
business payments solution, via corporate cards, to SME businesses in the UAE
and Saudi Arabia.

Headquartered in Dubai, Pemo also has offices in Saudi Arabia and Egypt,
making it well positioned to expand into key high-growth markets across the
Middle East where corporate card-based solutions are underdeveloped compared
to Europe and where SMEs are expected to contribute to significant economic
growth. Pemo was named in Forbes Middle East’s Fintech 50 2025 and hit
$AED1.4 billion in transactions in November 2024.

Augmentum led a US$7.0 million funding round with a US$4.0 million investment
in January 2025.

.

Wayhome

Wayhome (www.wayhome.co.uk) offers a unique part-own part-rent model of home
ownership, requiring as little as 5% deposit with customers paying a market
rent on the portion of the home that they don’t own, with the ability to
increase the equity in the property as their financial circumstances allow.
Wayhome launched to the public in September 2021, following closure of the
initial phase of a £500 million pension fund investment. Wayhome’s first
fund helped over 650 people leave the private rental sector and live in a home
of their own. 

Wayhome opens up owner-occupied residential property as an asset class for
pension funds, who will earn inflation-linked rent on their investment.

Augmentum invested £2.5 million in 2019, £1 million in 2021, a further £0.9
million in the Company’s financial year to 31 March 2023, £0.2 million in
July 2024 and a further £0.5 million in the Company’s financial year to 31
March 2025.

.

Baobab

Berlin based Baobab Insurance (www.baobab.io) is redefining digital specialty
insurance in an increasingly connected and vulnerable world. From cyberattacks
and system failures to digital fraud, Baobab Insurance equips businesses with
tailored insurance coverage and real-time risk mitigation against emerging
digital risks. 

Operating as a data-first MGA (Managing General Agent), Baobab Insurance is
leveraging proprietary technology to deliver automated underwriting, dynamic
pricing and continuous portfolio management. This approach has resulted in
loss ratios significantly below market average and strong partnerships with
global carriers including Zurich, ERGO, Liberty Specialty Markets, Tokio
Marine Kiln, Argenta (part of Hannover Re) as well as Talbot (part of AIG).

In August 2024, Baobab launched their IT liability insurance offering, aimed
specifically at IT, software, technology and telecommunications companies in
Germany and Austria, with capacity provision from Zurich. In March 2025,
Baobab launched a new joint e-crime insurance product with Liberty Specialty
Markets (LSM).

Augmentum invested £2.6 million in January 2023 and £0.6 million in July
2024. Post period end, Augmentum invested €0.4 million in Baobab’s €12
million Series A round in June 2025, led by Viola Ventures and eCapital
Entrepreneurial Partners.  

.

LoopFX

LoopFX (www.theloopfx.com) is a London-headquartered independent venue leading
innovation in the $7 trillion-a-day FX market, building tools for
practitioners, by practitioners. LoopFX enables traders to match, in
real-time, with other asset managers and banks without information leakage and
at a mid-market rate, reducing trading costs and improving best execution
processes.

LoopFX has secured integrations with major trading platforms, including State
Street’s FX Connect, FactSet’s Portware, and FlexTrade’s FlexFX. These
integrations mark a significant step toward reshaping institutional FX trading
infrastructure.

Augmentum invested £2.6 million in June 2024.

.

Epsor

Epsor (www.epsor.fr) is a Paris based provider of employee and retirement
savings plans delivered through an open ecosystem, giving access to a broad
range of asset management products accessible through its intuitive digital
platform. Over 150,000 savers use Epsor to manage their employees and
retirement savings, and the provider now has €1 billion in assets under
management. In September 2023, Epsor announced its B Corp certification. Epsor
partners with top-tier global asset managers such as Fidelity, Amundi,
Allianz, Edmond de Rothschild and Lazard. They serve over 1,200 major
blue-chip clients, including Santander, Louis Vuitton, Sotheby’s and Veepee,
and their 150,000+ employees. In March 2025, Epsor announced its €16 million
Series C fundraise to prepare for future external growth operations.

Augmentum invested £2.2 million in Epsor in June 2021.

.

Castelnau Group

Castelnau Group Limited is a listed investment company that is now held
following the share-for-share acquisition of Farewill, which was introduced to
the portfolio in 2019, by Dignity Funerals (in which Castelnau Group Limited
has a controlling stake). The acquisition was announced in October 2024 and
the Castelnau shares were received in February 2025. The Company now holds
1,606,166 shares in Castelnau Group and continues to have an interest in
Farewill via this holding for the time being. 

Augmentum led Farewill’s £7.5 million Series A fundraise in January 2019,
with a £4 million investment, participated in its £20 million Series B, led
by Highland Europe in July 2020, with £2.6 million, and in its further
£4.8 million fundraise in March 2023, with £0.8 million.

.

Sfermion

Sfermion (www.sfermion.io) is an investment fund focused on the non-fungible
token (NFT) ecosystem. Their goal is to accelerate the emergence of the open
metaverse by investing in the founders, companies, and entities creating the
infrastructure and environments forming the foundations of our digital future.

Augmentum committed US$3 million in October 2021, to be drawn down in
tranches.

.

WhiskyInvestDirect

Founded in 2015, WhiskyInvestDirect (www.whiskyinvestdirect.com), was a
subsidiary of BullionVault and is a Scotch whisky industry online trading
platform for buying and selling Scotch whisky as it matures in barrel. It
provides the Scotch whisky industry with a utility which allows distillers to
make whisky and, when demand oscillates over the period of maturation, to
balance their books by selling and re-acquiring the whisky via an efficient
trading platform.

By aggregating their demand into a crowd capable of participating as a market,
WhiskyInvestDirect provides retail investors with access to the high average
returns of owning whisky during its maturation. The business is changing the
way some of the three billion litres of maturing Scottish whisky is owned,
stored and financed, giving investors, distillers, and independent bottlers
the ability to trade 24/7. The company's clients hold over 12 million LPA
(Litres of Pure Alcohol) of spirit. 

Augmentum’s holding derives from WhiskeyInvestDirect being spun out of
BullionVault in 2020.

.

Habito

Habito (www.habito.com) is reshaping the United Kingdom’s £1.3 trillion
mortgage market by removing complexity, hidden costs, and friction from the
home financing experience. The company’s mission is to make homeownership
across the UK simpler, fairer, and less stressful. 

Since launching in 2016, Habito has supported over 500,000 customers and
facilitated more than £11 billion in mortgages. The business combines
proprietary technology with expert advice to deliver a transparent, efficient
alternative to the traditional mortgage process. Building on its core broking
proposition, Habito has expanded into a fully integrated home-buying platform.
Habito Plus offers customers an end-to-end solution – combining mortgage
broking, conveyancing, and surveying – into one seamless, digital-first
experience. In 2025, Habito was awarded Best Broker for Digital Innovation at
the Mortgage Strategy Awards, recognising its continued leadership in
transforming how UK consumers navigate the home-buying journey.

In August 2019, Augmentum led Habito’s £35 million Series C funding round
with a £5 million investment and added £1.3 million in the Company’s
financial year ended 31 March 2023.

.

Previse

Previse (www.previ.se) is an AI-powered platform transforming B2B payments and
supplier financing. Previse ingests and harmonises complex transaction data to
identify working capital opportunities and deliver instant payment without
needing to wait for invoice approval. Its patented machine learning precisely
assesses payment risk, enabling funders to underwrite early payments at scale.
Previse’s platform supports a range of payment and financing methods,
including virtual cards and supply chain finance, with intelligent
orchestration to optimise payment timing. Working in partnership with
organisations like Mastercard, Previse powers next-generation solutions to
enable B2B payments globally.

Augmentum led Previse’s Series A round in August 2018 with a £2 million
investment as part of a US$7 million funding round. Augmentum invested a
further £250,000 in a convertible loan note in August 2019, which converted
into equity as part of the company’s US$11 million funding round in March
2020, alongside Reefknot Investments and Mastercard, as well as existing
investors Bessemer Venture Partners and Hambro Perks. Previse was awarded a
£2.5 million Banking Competition Remedies’ Capability and Innovation Fund
grant in August 2020. In May 2022 Previse closed its series B financing round,
which was led by Tencent, with US$18 million raised, including £2 million
from Augmentum.

.

RetailBook

RetailBook (www.retailbook.com) is an FCA regulated platform that powers
inclusive capital markets, enabling retail investors to participate in primary
capital market transactions on the same terms as institutional investors.

RetailBook pioneered retail access to primary markets in the UK, launching its
first IPO to retail investors in 2015, and has strategic partnerships with
Crowdcube, Hargreaves Lansdown, Jefferies, Deutsche Numis and Rothschild & Co.

Post period end, in May 2025, Augmentum led a £4.5m funding round in
RetailBook.

.

 

STRATEGIC REPORT

 

Business Review

The Strategic Report, set out on pages 20 to 32, provides a review of the
Company’s business, performance during the year and its strategy going
forward. It also considers the principal risks and uncertainties facing the
Company and includes information for shareholders to assess how the Directors
have performed their duty to promote the success of the Company. In this
respect, information on how the Directors have discharged their duties under
Section 172 of the Companies Act 2006 can be found on pages 28 and 29.

The Strategic Report contains certain forward-looking statements. These
statements are made by the Directors in good faith based on the information
available to them up to the date of this report and such statements should be
treated with caution due to the inherent uncertainties, including both
economic and business risk factors, underlying any such forward-looking
information.

 

Strategy and Strategic Review

In accordance with its investment objective and policy, the Company continued
throughout the year under review to pursue the generation of capital growth
over the long term through investment in a focused portfolio of fast growing
and/or high potential private financial services technology (“fintech”)
businesses based predominantly in the UK and wider Europe.

The Company is an approved investment trust company and an alternative
investment fund (“AIF”) under the Alternative Investment Fund Managers
Regulations (“UK AIFMD”). It has appointed Frostrow Capital LLP as its
alternative investment fund manager (“AIFM”) and Augmentum Fintech
Management Limited as its Portfolio Manager.

 

Principal Risks and Risk Management

The Board is responsible for the ongoing identification, evaluation and
management of the risks faced by the Company and has established a process for
the regular review of these risks and their mitigation. This process accords
with the UK Corporate Governance Code and the FRC’s Guidance on Risk
Management, Internal Control and Related Financial and Business Reporting. The
Board's policy on risk management has not materially changed during the course
of the reporting period and up to the date of this report.

The Company maintains a framework of identified key risks, with the policies
and processes devised to monitor, manage and mitigate them where possible.
This risk map is reviewed regularly by the Audit Committee.

Further details of the financial risks are included in note 13 starting on
page 62.

The Board has carried out a robust assessment of the emerging and principal
risks facing the Company, including those that would threaten its business
model, future performance, solvency and liquidity. Further details of the risk
management processes that are in place can be found in the Corporate
Governance Statement.

The Board considers that the risks set out below are the principal risks
currently facing the Company.

 Principal Risks and Uncertainties                                                                                                                                                                                                                               Mitigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
 Investment Risks The Company invests in early-stage companies which, by their nature, may be smaller capitalisation companies. Such companies may not have the financial strength, diversity and the resources of larger and more established companies, and may The Portfolio Manager has put in place a rigorous investment process which ensures disciplined investment selection and portfolio management. This includes detailed due diligence, regular portfolio reviews and in many cases active engagement with portfolio companies by way of board representation or observer status. Investing in young businesses that may be cash consuming for a number of years is inherently risky. In order to reduce the risks of permanent capital loss the Portfolio Manager will, where possible, structure investments to afford a degree of downside protection through mechanisms such as a liquidation preference and/or anti-dilution provisions. The Portfolio Manager provides a detailed update at each Board meeting, including, inter alia, investee company developments and funding requirements.  
 find it more difficult to operate, especially in periods of low economic growth. Additionally, these investments may be very illiquid, so there may not be an economical means of realisation if circumstances favour early exit. The performance of the Group’s                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
 portfolio is influenced by a number of factors. These include, but are not limited to: (i) the quality of the initial investment decision; (ii) reliance on co-investment parties; (iii) the quality of the management team of each underlying portfolio company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
 and the ability of that team to successfully implement its business strategy; (iv) the success of the Portfolio Manager in building an effective working relationship with each team in order to agree and implement value-creation strategies; (v) changes in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
 the market or competitive environment in which each portfolio company operates; and (vi) environmental, social and governance (“ESG”) factors. Any of these factors could have an impact on the valuation of an investment and on the Group’s ability to realise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
 the investment in a profitable and timely manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
 Strategy Implementation Risks The Group is subject to the risk that its long-term strategy and its level of performance fail to meet the expectations of its shareholders. This risk is currently elevated by the persistent discount to NAV at which the       The Board seeks shareholder views directly and via its advisers, monitors the discount and regularly considers options available to the Company. An experienced fintech Portfolio Manager has been retained in order to deliver the strategy. The Company and the Portfolio Manager endeavour to keep the market informed of portfolio developments .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
 Company’s shares have been trading, since it prevents fund raising through share issues to further exploit the Company’s investment strategy and could reflect a lack of demand for its shares .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

 

 Portfolio Diversification Risk The Group is subject to the risk that its portfolio may not be adequately diversified, being heavily concentrated in the fintech sector and the portfolio value may be dominated by a single or limited number of companies.     The Group attempts to mitigate this risk by making investments across a range of companies in a range of fintech company subsectors and in companies at different stages of their lifecycle in accordance with the Investment Objective and Investment Policy. There is also geographic diversification with 70.5% of the portfolio being based in the UK and 29.5% in continental Europe, Israel. the US and the Middle East. Given the nature of the Company’s Investment Objective this remains a significant risk.                                                                                                                                                                                                                                                        
 Valuation Risk The valuation of investments in accordance with IFRS 13 and International Private Equity and Venture Capital (IPEV) Valuation Guidelines requires considerable judgement and is explained in note 18.12. The Company’s investments are illiquid  The Company has a rigorous valuation policy and process as set out in notes 18.4 and 18.12. This process is led by the Board and includes benchmarking valuations against actual prices received when a sale of shares is made, as well as taking account of liquidity issues and/or any restrictions over investments.         To mitigate this risk the Board has agreed prudent cash management guidelines with the AIFM and Portfolio Manager. The Group maintains sufficient cash resources to manage its ongoing operational and investment commitments. Regular discussions are held to consider the future cash requirements of the Company and its investments to ensure that sufficient cash is maintained.                                                         
 and a sale may require the consent of other interested parties. Such investments may therefore be difficult to value and realise. Such realisations may involve significant time and cost and/or result in realisations at levels below the value of such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
 investments as estimated by the Company. Valuations are often based on comparator prices and market-based multiples, which can be affected by equity market sentiment and comparators’ situations that may not reflect the individual positions of companies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 invested in. Cash Risk The Company may require cash to fund potential follow-on investments in existing investee companies. If the Company does not hold sufficient cash to participate in subsequent funding rounds carried out by portfolio companies, this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
 could result in the interest the Company holds in such businesses being diluted. This may have a material adverse effect on the Company’s financial position and returns for shareholders. Returns to the Company through holding cash and cash equivalents are                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
 relatively low. The Company may hold significant cash balances, particularly when a fundraising has taken place, and this may have a drag on the Company’s performance .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 Macroeconomic Risks The performance of the Group’s investment portfolio is materially influenced by economic conditions. These may affect demand for services supplied by investee companies, foreign exchange rates, input costs, interest rates, debt and     Within the constraints dictated by its objective, the Company’s portfolio is diversified across a range of sectors, has no leverage, a net cash balance and the Portfolio Manager seeks to structure investments to provide downside protection where possible. The Board, AIFM and Portfolio Manager monitor the macroeconomic environment and this is discussed at each Board meeting, along with the potential impact. The Portfolio Manager also provides a detailed update on the investments at each meeting, including, inter alia , developments in relation to the macro environment and trends.                                                                                                                                                                     
 equity capital markets and the number of active trade and financial buyers. All of these factors could have an impact on the Group’s ability to realise a return from its investments and cannot be directly controlled by the Group. Particular current factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
 include inflation, recession fears and the conflicts in Ukraine and the Middle East.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
 Key person risk There is a risk that the individuals responsible for managing the portfolio may leave their employment or may be prevented from undertaking their duties.                                                                                       The Board manages this risk by: • receiving reports from AFML at each Board meeting, such reports include any significant changes in the make-up of the team supporting the Company; • delegating to the Management Engagement & Remuneration Committee oversight of the remuneration of employees of AFML; • meeting the wider team, outside the designated lead managers, at the Portfolio Manager’s offices and by video conference, and encouraging the participation of the wider AFML team in investor updates; and • delegating to the Management Engagement & Remuneration Committee responsibility to perform an annual review of the service received from AFML, including, inter alia , the team supporting the lead managers and succession planning .            
 Operational Risk The Board is reliant on the systems of the Group and Company’s service providers and as such disruption to, or a failure of, those systems could lead to a failure to comply with law and regulations leading to reputational damage and/or    To manage these risks the Board: • receives compliance reports from the AIFM and the Portfolio Manager, which include, inter alia, details of compliance with applicable laws and regulations; • reviews internal control reports, where available, key policies, including measures taken to combat cybersecurity issues, and also the disaster recovery procedures of its service providers; • maintains a risk matrix with details of risks to which the Group and Company are exposed, the controls relied on to manage those risks and the frequency of operation of the controls; and • receives updates on pending changes to the regulatory and legal environment and progress towards the Group and Company’s compliance with these.                                 
 financial loss to the Group and/or Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Emerging Risks

The Company has carried out a robust assessment of the Company’s emerging
and principal risks and the procedures in place to identify emerging risks are
described below. The International Risk Governance Council definition of an
‘emerging’ risk is one that is new, or is a familiar risk in a new or
unfamiliar context or under new context conditions (re-emerging). Failure to
identify emerging risks may cause mitigating actions to be reactive rather
than being proactive and, in the worst case, could cause the Company to become
unviable or otherwise fail or force the Company to change its structure,
objective or strategy.

 

The Audit Committee reviews the risk map at least half-yearly. Emerging risks
are discussed in detail as part of this process and also throughout the year
to try to ensure that emerging (as well as known) risks are identified and, so
far as practicable, mitigated.

The experience and knowledge of the Directors are useful in these discussions,
as are update papers and advice received from the

Board’s key service providers such as the Portfolio Manager, the AIFM and
the Company’s Brokers. In addition, the Company is a member of the AIC,
which provides regular technical updates as well as drawing members’
attention to forthcoming industry and/or regulatory issues and advising on
compliance obligations.

 

Ukraine and Middle East

The Board does not expect the conflicts in Ukraine and the Middle East to have
a material impact on the Company, but notes that two of the Company’s
investments, Wematch and Kipp, are based in Israel. The Board continues to
monitor events in both theatres. The Company has not identified any sanctioned
shareholders on its share register and the portfolio companies have no Russian
operations.

ESG

As mentioned above under Investment Risks, the Board recognises therisks posed
by environmental, social and governance (“ESG”) factors,particularly with
respect to the portfolio. Investment companies are currently exempt from
reporting under the Task Force on Climate Related Financial Disclosures
(“TCFD”) and the Company has not voluntarily adopted the requirements, but
recognises the potential for reputational risk should the Company not meet
investor expectations in relation to ESG. This, together with ESG factors that
might affect portfolio companies, is considered to be an emerging risk area
for the Company. ESG risk assessment is embedded in the Portfolio Manager's
due diligence and decision-making process when investing in new companies and
monitored thereafter (see page 30). However, the Company does not have
explicit sustainability investment objectives or policies and has not adopted
a sustainability label under the FCA’s UK Sustainability Disclosure
Requirements and investment labels regime (“SDR”).

 

Performance and Prospects

 

Performance

The Board assesses the Company’s performance relative to its investment
objective using the following Key Performance Indicators (“KPIs”). Due to
the unique nature and investment policy of the Company, with no direct listed
competitors or comparable indices, the Board considers that there is no
relevant external comparison against which to assess the KPIs and as such
performance against the KPIs is considered on an absolute basis. Information
on the Company’s performance is provided in the Chairman’s Statement and
the Portfolio Manager’s Review. The KPIs have not changed from the prior
year:

• The Net Asset Value (“NAV”) per share after performance fee total
return*

The Directors regard the NAV per share after performance fee total return as
being the critical measure of value delivered by the Company over the long
term. The Board considers that the NAV per share after performance fee better
reflects the current value of each share than the consolidated NAV per share
figure, the calculation of which eliminates the performance fee.

This is an Alternative Performance Measure (“APM”) and its calculation is
explained in the Glossary on page 79 and in note 15 on page 66. Essentially,
it adds back distributions made in the period to the change in the NAV after
performance fee to arrive at a total return.

The Group’s NAV per share after performance fee total return for the year
was (3.5%) (2024: positive 5.4%). This result is discussed in the Chairman's
Statement on page 2.

• The Total Shareholder Return (“TSR”)*

The Directors also regard the Company’s TSR as a key indicator of
performance. Like the NAV per share after performance fee total return
discussed above, this is an APM and its calculation is explained in the
Glossary on page 80. The TSR is similar in nature to the NAV per share after
performance fee total return, except that it adds back distributions made in
the period to the change in the share price, to reflect more closely the
return in the hands of shareholders. Share price performance is monitored
closely by the Board.

The Company's TSR for the year was (15.4%) (2024: positive 3.6%). In common
with other investment trusts the share price has been under pressure since the
swing in market sentiment in 2022 and especially since the start of 2025.

• Ongoing Charges Ratio (“OCR”)*

Ongoing charges represent the costs that shareholders can reasonably expect
the Company to pay from one year to the next, under normal circumstances.

The Board reviews the costs incurred in operating the Company at each Board
meeting and seeks to maintain a sensible balance between strong service and
keeping costs down.

The terms of appointment of the Company’s AIFM and the Portfolio Manager are
set out on pages 24 and 25. In reviewing their continued appointment the Board
took into account the ongoing charges ratio of other investment companies with
specialist mandates.

The Group’s OCR for the year was 2.0% (2024: 2.0%).

 

Discount/Premium*

The Board monitors the price of the Company's shares in relation to their NAV
after performance fee and the premium/discount at which the shares trade.
Shareholder approvals are sought each year to issue and buy back shares, which
can assist in reducing share price volatility. However, the level of discount
or premium is understood to be mostly a function of investor sentiment and
demand for the shares, over which the Board has little influence. The Company
has the same Portfolio Manager, management fee arrangements and cost base that
it had in 2021 when the shares traded at a premium to NAV and the Board does
not believe that Company specific factors have influenced the discount.
Rather, the share price falling to a discount to NAV at the beginning of 2022
correlates with market sentiment turning against growth stocks generally, with
the Company's shares being affected notwithstanding the portfolio’s
potential. At 31 March 2025 the Company's shares stood at a discount of 47.4%
to NAV per Share after performance fee (2024: 40.0% discount).

The Board has sought to communicate its faith in the underlying value of the
portfolio and simultaneously to take advantage of the discount by continuing
to undertake a limited programme of accretive share buybacks, to the benefit
of remaining shareholders. However, this was scaled back during the latter
half of the financial year to prioritise the need to retain cash for new and
follow-on investments. All shares purchased are held in treasury and will
potentially be reissued when the share price returns to a premium to NAV after
performance fee. Shareholder authorities to issue and buy back shares are
being sought at the forthcoming AGM.

Performance, Prospects and Future developments

The Company’s current position and prospects are described in the
Chairman’s Statement and Portfolio Manager’s Review sections of this
annual report.

The Board’s primary focus is on the Portfolio Manager’s investment
approach and performance, which are thoroughly discussed at every Board
meeting. In addition, the AIFM, the Portfolio Manager and the Company’s
Brokers update the Board on company communications, promotion, investor
feedback and market background.

Outlines of performance, investment activity and strategy, market background
during the year and outlook are provided in the Chairman’s Statement on
pages 2 to 4 and the Portfolio Manager’s Review on pages 16 to 19.

 

*See Glossary on page 79

 

Viability Statement

The Board has considered the Company’s financial position, including its
ability to liquidate portfolio assets and meet its expenses as they fall due,
and notes the following:

As part of its review the Board considered the impact of a significant and
prolonged decline in the Company’s performance and prospects. This included
modelling the impact of a 50% fall in the value of the investment portfolio,
the impact of this on the Company’s ongoing charges and reviewing the
ability of the Company to meet its liabilities as they fall due and support
investee companies with future funding requirements in such a scenario.

The expenses of the Company are predictable and modest in comparison with the
assets and there are no capital commitments currently foreseen which would
alter that position.

In considering the Company's longer-term viability, as well as considering the
principal risks on pages 20 to 22 and the financial position of the Company,
the Board considered the following factors and assumptions:

• The Company is and will continue to be invested primarily in long-term
illiquid investments which are not publicly traded;

• The Board reviews the liquidity of the Company, regularly considers any
commitments it has and cash flow projections;

• The Board, AIFM and Portfolio Manager will continue to adopt a long-term
view when making investments and anticipated holding periods will be at least
five years;

• As detailed in the Directors’ Report, the Valuations Committee oversees
the valuation process;

• There will continue to be demand for investment trusts;

• Regulation will not increase to a level that makes running the Company
uneconomical; and

• The performance of the Company will continue to be satisfactory.

Whilst acknowledging that market and economic uncertainty remain heightened in
view of inflation, concerns about a recession and the Ukraine and Middle East
conflicts, based on the results of its review, and taking into account the
long-term nature of the Company, the Board has a reasonable expectation that
the Company will be able to continue its operations and meet its expenses and
liabilities as they fall due for the foreseeable future, taken to mean at
least the next five years. The Board has chosen this period because, whilst it
has no information to suggest this judgement will need to change in the coming
five years, forecasting over longer periods is imprecise. The Board’s
long-term view of viability will, of course, be updated each year in the
annual report.

Going Concern

In light of the conclusions drawn in the foregoing Viability Statement and as
set out in note 18.1 to the financial statements on page 67, the Company has
adequate financial resources to continue in operational existence for at least
the next 12 months from the date of signing of this report.

Therefore, the Directors believe that it is appropriate to continue to adopt
the going concern basis in preparing the financial statements. In reviewing
the position as at the date of this report, the Board has considered the
guidance on this matter issued by the Financial Reporting Council.

 

Management Arrangements

Principal Service Providers

The Company is structured as an internally managed closed-ended investment
company. Augmentum Fintech Management Limited (“Portfolio Manager”) is the
wholly owned operating subsidiary of the Company that manages the investment
portfolio of the Company as a delegate of the AIFM.

The other principal service providers to the Company are Frostrow Capital LLP
(“Frostrow” or the “AIFM”) and IQ EQ Depositary Company (UK) Limited
(the “Depositary”). Details of their key responsibilities and their
contractual arrangements with the Company follow.

Alternative Investment Fund Manager (“AIFM”)

Frostrow, under the terms of its AIFM agreement with the Company, provides,
inter alia, the following services:

• oversight of the portfolio management function delegated to Augmentum
Fintech Management Limited;

• promotion of the Company’s shares;

• investment portfolio administration and valuation;

• risk management services;

• share price discount and premium monitoring;

• administrative and company secretarial services;

• advice and guidance in respect of corporate governance requirements;

• maintenance of the Company’s accounting records;

• review of the Company’s website;

• preparation and publication of annual and half year reports; and

• ensuring compliance with applicable legal and regulatory requirements.

AIFM Fees

Under the terms of the AIFM Agreement Frostrow is entitled to an annual fee
of:

• on NAV up to £150 million: 0.225% per annum;

• on that part of NAV in excess of £150 million and up to £500 million:
0.2% per annum; and

• on that part of NAV in excess of £500 million: 0.175% per annum,

calculated on the last working day of each month and payable monthly in
arrears.

The AIFM Agreement may be terminated by either party on giving notice of not
less than 12 months.

Portfolio Manager

Augmentum Fintech Management Limited, as delegate of the AIFM, is responsible
for the management of the Company’s portfolio of investments under an
agreement between it, the Company and Frostrow (the “Portfolio Management
Agreement”).

Under the terms of its Portfolio Management Agreement, Augmentum Fintech
Management Limited provides, inter alia, the following services:

• seeking out and evaluating investment opportunities;

• recommending the manner by which monies should be invested, disinvested,
retained or realised;

• advising on how rights conferred by the investments should be exercised;

• analysing the performance of investments made; and

• advising the Company in relation to trends, market movements and other
matters which may affect the investment objective and policy of the Company.

Portfolio Manager Fees

Portfolio Management Fee

Under the terms of the Portfolio Management Agreement Augmentum Fintech
Management Limited (the “Portfolio Manager”) receives an annual fee of
1.5% of the NAV per annum, falling to 1.0% of any NAV in excess of £250
million.

Performance Fee

The Portfolio Manager is entitled to a performance fee in respect of the
performance of any investments and follow-on investments. Each performance fee
operates in respect of investments made during a 24 month period and related
follow-on investments made for a further 36 month period, save that the first
performance fee would be in respect of investments acquired using 80% of the
net proceeds of the Company’s IPO in March 2018 (including the Initial
Portfolio), and related follow-on investments.

Subject to certain exceptions, the Portfolio Manager receives, in aggregate,
15% of the net realised cash profits from the investments and follow-on
investments made over the relevant period once the Company has received an
aggregate annualised 10% realised return on investments (the “hurdle”) and
follow-on investments made during the relevant period. The Portfolio
Manager’s return is subject to a ‘’catch-up’’ provision in its
favour. The performance fee is paid in cash as soon as practicable after the
end of each relevant period, save that at the discretion of the Board payments
of the performance fee may be made in circumstances where the relevant basket
of investments has been realised in part, subject to claw-back arrangements in
the event that payments have been made in excess of the Portfolio Manager’s
entitlement to any performance fees as calculated following the relevant
period.

The Portfolio Management Agreement was subject to a nonmaterial amendment in
March 2025 aimed at simplifying and clarifying performance fee calculations.
The change adjusted the definition of baskets of investments to associate all
follow-on investments with the original investment, exclude 'scout'
investments and include investments through Augmentum I LP on a look-through
basis rather than collectively.

Based on the investment valuations as at 31 March 2025 the hurdle has been
met, on an unrealised basis, and as such a performance fee has been provided
for as set out in notes 2 and 12. This will only be payable if the hurdle is
met on a realised basis.

The Portfolio Management Agreement may be terminated by either party giving
notice of not less than 12 months.

AIFM and Portfolio Manager Evaluation and Re-Appointment

The performance of Frostrow as AIFM and Augmentum Fintech Management Limited
as Portfolio Manager is regularly monitored by the Board with a formal
evaluation being undertaken each year. As part of this process the Board
monitors the services provided by the AIFM and the Portfolio Manager and
receives regular reports and views from them.

Following a review at a Management Engagement & Remuneration Committee meeting
in March 2025 the Board believes that the continuing appointment of the AIFM
and the Portfolio Manager, under the terms described within this Strategic
Report, is in the best interests of the Company’s shareholders. In coming to
this decision it took into consideration the following additional reasons:

• the quality and depth of experience of the management, company
secretarial, administrative and marketing team that the AIFM brought to the
management of the Company; and

• the quality and depth of experience allocated by the Portfolio Manager to
the management of the portfolio, together with the clarity and rigour of the
investment process.

Depositary

The Company has appointed IQ EQ Depositary (UK) Limited as its Depositary in
accordance with the UK AIFMD on the terms and subject to the conditions of an
agreement between the Company, Frostrow and the Depositary (the “Depositary
Agreement”).

The Depositary provides the following services, inter alia, under its
agreement with the Company:

• verification of non-custodial investments;

• safe keeping of custodial assets;

• cash monitoring;

• processing of transactions; and

• foreign exchange services.

The Depositary must take reasonable care to ensure that the Company is managed
in accordance with the Financial Conduct Authority’s Investment Funds
Sourcebook, the UK AIFMD and the Company’s Articles of Association.

Under the terms of the Depositary Agreement, the Depositary is entitled to
receive an annual fee of £25,000 plus certain event driven fees.

The notice period on the Depositary Agreement is not less than six months.

Registrar

The Company’s registrar is Computershare Investor Services PLC. Contact
details are set out on page 81.

 

Dividend Policy

The Company invests with the objective of achieving capital growth over the
long term and it is not expected that a revenue dividend will be paid in the
foreseeable future. The Board intends only to pay dividends out of revenue to
the extent required in order to maintain the Company’s investment trust
status.

 

Potential returns of capital

It is expected that the Company will realise investments from time to time.
The proceeds of these disposals may be re-invested, used for working capital
purposes or, at the discretion of the Board, returned to shareholders.

The Company has committed to return to Shareholders up to 50 per cent. of the
gains realised by the disposal of investments in each financial year, with
such returns of capital expected to be made on an annual basis. The Company
may also seek to make returns of capital to Shareholders where available cash
is not expected to be substantially deployed within the following 12-18
months. The options for effecting any return of capital to shareholders may
include the Company making tender offers to purchase Shares, paying special
dividends or any alternative method or a combination of methods. Certain
methods intended to effect a return of capital may be subject to, amongst
other things, shareholder approval. Shareholders should note that the return
of capital by the Company is at the discretion of the Directors and is subject
to, amongst other things, the working capital requirements of the Company. The
Board has affirmed, that the Company will continue to retain the bulk of the
proceeds of the investment realisations to date for reinvestment to support
its capital growth objective and utilise the balance to support accretive
share buybacks.

 

Company Promotion

The Company has retained the services of Peel Hunt LLP and Singer Capital
Markets Advisory LLP as joint corporate brokers, to work alongside one another
to encourage demand for the Company’s shares. Additionally, the Company has
engaged Quill PR to assist in promoting the Company.

Further, in addition to AIFM services, Frostrow also provides investor
relations & marketing services.

Engaging regularly with investors:

The Company’s brokers and Frostrow meet with institutional investors,
discretionary wealth managers and execution-only platform providers around the
UK and hold regular seminars and other investor events;

Making Company information more accessible:

Frostrow manages the investor database and produces all key corporate
documents, distributes factsheets, annual reports and updates from the
Portfolio Manager on portfolio and market developments; and

Monitoring market activity, acting as a link between the Company, shareholders
and other stakeholders:

The Company’s brokers and Frostrow maintain regular contact with sector
broker analysts and other research and data providers, and provide the Board
with up-to-date information on the latest shareholder and market developments.

 

Community, Social, Employee, Human Rights, Environmental Issues, Anti-bribery
and Anti-corruption

The Company is committed to carrying out business in an honest and fair manner
with a zero-tolerance approach to bribery, tax evasion and corruption. As
such, policies and procedures are in place to prevent bribery and corruption.
In carrying out its activities, the Company aims to conduct itself
responsibly, ethically and fairly, including in relation to social and human
rights issues.

As an investment trust with limited internal resource, the Company has little
impact on the environment. The Company believes that high ESG (Environmental,
Social and Governance) standards within both the Company and its portfolio
companies make good business sense and have the potential to protect and
enhance investment returns. Consequently, the Group’s investment process
ensures that ESG issues are taken into account and best practice is
encouraged.

 

Diversity

There are currently three male and two female Directors (being 40% female
representation) on the Board, and these Directors have three different
nationalities and diverse educational backgrounds. The Company aims to have a
balance of relevant skills, experience and background amongst the Directors on
the Board and believes that all Board appointments should be made on merit and
with due regard to the benefits of diversity. The Company's diversity policy
is set out on page 42. The Board also encourages diversity within AFML, where
the team of 13 people represents four different nationalities and is 38%
female. The Board is also keen to promote the benefits of diversity in the
companies we invest in.

 

Engaging with our stakeholders

The following ‘Section 172’ disclosure describes how the Directors have
had regard to the views of the Company’s stakeholders in their
decision-making.

 Who?                 Why? THE BENEFITS OF ENGAGEMENT WITH OUR STAKEHOLDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      How?                                                                                                                                                                      
  STAKEHOLDER GROUP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               HOW THE BOARD THE AIFM AND THE PORTFOLIO MANAGER HAS ENGAGED WITH OUR STAKEHOLDERS                                                                                       
 Investors            Clear communication of the Company’s strategy and the performance against its objective can help the share price trade at a narrower discount or a wider premium to its net asset value which benefits shareholders. New shares may be issued to meet demand without diluting the NAV per share of existing shareholders. Increasing the size of the Company can benefit liquidity as well as spread costs. Understanding investor preferences in relation to potential Board decisions, such as in relation to possible distributions.    Frostrow as AIFM, the Portfolio Manager and the Company’s joint brokers on behalf of the Board complete a programme of investor relations throughout the year. In         
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 addition, the Chairman and the Senior Independent Director have met with, and endeavours to make themselves available to meet with, shareholders wishing to engage. Key   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 mechanisms of engagement included: • The Annual General Meeting; • The Company’s website which hosts reports, video interviews with the managers and regular market       
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 commentary; • Online newsletters and facsheets; • One-on-one investor meetings; • Investor meetings with the Portfolio Manager and AIFM; and • The Portfolio Manager hosts 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 an annual Capital Markets Day event to inform investors about portfolio constituents.                                                                                     
 Portfolio Manager    Engagement with our Portfolio Manager is necessary to evaluate performance against the stated strategy and to understand any risks or opportunities this may present to the Company. It also provides clarity on the Board’s expectations and helps ensure that portfolio management costs are closely monitored and remain competitive.                                                                                                                                                                                                   The Board meets regularly with the Company’s Portfolio Manager throughout the year both formally at the quarterly Board meetings and more regularly on an informal basis. 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 The Board also receives quarterly performance and compliance reporting at each Board meeting. The Portfolio Manager’s attendance at each Board meeting provides the       
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 opportunity for the Portfolio Manager and Board to further reinforce their mutual understanding of what is expected from all parties.                                     
 Service Providers    The Company contracts with third parties for other services including: depositary, investment accounting & administration, company secretarial and share registration. It is necessary for the Company's success to ensure the third parties to whom we have outsourced services complete their roles diligently and correctly. The Company ensures all service providers are paid in accordance with their terms of business. The Board closely monitors the Company’s Ongoing Charges Ratio.                                             The Board and Frostrow engage regularly with all service providers both in one-to-one meetings and via regular written reporting. This regular interaction provides an    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 environment where topics, issues and business development needs can be dealt with efficiently and collegiately.                                                           
 Employees of AFML    In order to attract and retain talent to ensure the Group has the resources to successfully implement its strategy and manage third-party relationships.                                                                                                                                                                                                                                                                                                                                                                                   AFML has an open plan office, facilitating ready interaction and engagement. Senior team members report to the Board at each meeting. Given the small number of employees, 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 engagement is at an individual level rather than as a group.                                                                                                              
 Portfolio companies  Incorporating consideration of ESG factors into the investment process assists in understanding and mitigating risks of an investment and potentially identifying future opportunities.                                                                                                                                                                                                                                                                                                                                                    The Board encourages the Company’s Portfolio Manager to engage with companies and in doing so expects ESG issues to be a key consideration. The Portfolio Manager seeks to 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 take a board seat, or have board observer status, on all investments. See page 30 for further detail on AFML’s ESG approach to investing.                                 

 

 What? WHAT WERE THE KEY TOPICS OF ENGAGEMENT?                                                                                                                                                                                                                                                                                                                                                                                 Outcomes and Actions WHAT ACTIONS WERE TAKEN, INCLUDING PRINCIPAL DECISIONS?                                                                                                                                                                                    
 Key topics of engagement with investors Ongoing dialogue with shareholders concerning the strategy of the Company, performance, the portfolio, the share price discount to NAV and the structure of management arrangements.                                                                                                                                                                                                  • The Portfolio Manager, Frostrow and the joint brokers meet regularly with shareholders and potential investors to discuss the Company’s strategy, performance and portfolio. These meetings take place with and without the Portfolio Manager. • The Chairman 
                                                                                                                                                                                                                                                                                                                                                                                                                               and the Senior Independent Director met with several shareholders on a wide range of matters including strategy, performance, the discount and management arrangements. • The discussions informed Board decisions in a number of related areas                 
 Key topics of engagement with the Portfolio Manager On an ongoing basis the Board engages on portfolio composition, performance, outlook and business updates. Additional topics included: • The impact of market conditions upon their business and the portfolio. • The structure of management arrangements. • The discount at which the Company’s shares have been trading and thoughts on possible mitigations.          • The portfolio manager reports regularly any ESG issues in the portfolio companies to the Board. Please see pages 30 to 32 for further details of AFML’s ESG policies. • The structure of management arrangements continued to be an area of focus during the  
                                                                                                                                                                                                                                                                                                                                                                                                                               year. A shareholder circular in respect of these has been published and a general meeting has been convened for 24 July 2025.                                                                                                                                   

 

Approach to Responsible Investing

Augmentum Fintech Management Limited (“AFML”) continues to be committed to
a responsible investment approach through the lifecycle of its investments,
from pre-screening to exit. AFML believes that the integration of
Environmental, Social and Governance (“ESG”) factors within the investment
analysis, diligence and operating practices is important for mitigating risk
and making profitable investments.

Five-Stage Approach to Future-Proofing the Portfolio

ESG principles adapted from the UN PRI (Principles of Responsible Investment)
are integrated throughout business operations; in investment decisions, at the
screening stage through an exclusion list and due diligence, ongoing
monitoring and engaging with portfolio companies post-investment and when
making follow-on investment decisions, as well as within fund operations.

1. Screening

An Exclusion List is used to screen out companies incompatible with AFML’s
corporate values (sub-sectors and types of business). AFML also commits to
being satisfied that the investors they invest alongside are of good standing.

2. Due Diligence

An ESG Due Diligence “DD” survey is completed by teams from companies in
the later stages of the investment process. An ESG scorecard is completed for
each potential investment, in which potential ESG risks and opportunities are
identified, and discussed with the investment committee. Where necessary, an
action plan is agreed with the management team on areas for improvement and
commitments are incorporated into the Term Sheet.

3. Post-Investment Monitoring and Engagement

An annual survey is completed by portfolio companies and areas for improvement
are discussed with management teams, with commitments agreed and revisited as
appropriate.

4. Follow On Investments

ESG risks and opportunities are assessed when making follow-on investment
decisions, with an ESG scorecard completed and co-investors taken into
consideration. Follow on investments are only made into companies that
continue to meet AFML’s ESG criteria.

5. Internally at Augmentum

AFML has continued to identify priority areas in which to make suitable
ESG-related advancements across fund operations. Key progress areas include:

• Tracking the gender diversity of founders/CEOs of companies in our
dealflow;

• Continuing to embrace diversity and inclusion through inclusive hiring
and professional development practices and Female Founder Office Hours;

• Building on our programme of CSR initiatives through supporting Crisis
Venture Studio and The Lord Mayor's Appeal ‘We Can Be’ and ‘City Giving
Day’ initiatives.

ESG Focus Areas

AFML has identified eight key areas for consideration, across the three ESG
categories, which best align with its values and are most relevant for
companies operating in the fintech industry.

The key environmental consideration as identified by the AFML is the potential
impact of business operations on the global issue of climate change. Social
factors include the risks and opportunities associated with data security,
privacy and ethical use, consumer protection, diversity and financial
inclusion. Governance considerations include anti-bribery and corruption,
board structure and independence and compliance.

AFML is committed to:

• Incorporating ESG and sustainability considerations into its investment
analysis, diligence, and operating practices.

• Providing ESG training and support to the AFML employees involved in the
investment process, so that they may perform their work in accordance with
AFML’s policy.

• Actively engaging with portfolio companies to encourage improvement in
key ESG areas.

• Annual reporting on progress to stakeholders.

ESG in Action

Company Initiatives

Investing in Women Code (ESG Focus Area – Social: Diversity)

Augmentum is a signatory of the Investing in Women Code. The Investing in
Women Code is a commitment to support the advancement of female
entrepreneurship in the United Kingdom by improving female entrepreneurs’
access to tools, resources and finance from the financial services sector.

As a signatory to the Investing in Women Code, the Company is committed to a
culture of inclusion and to advance access to capital for female
entrepreneurs. As a signatory, the Company will:

• Have a nominated member of the senior leadership team who is responsible
for supporting equality in all its interactions with entrepreneurs.

• Provide HM Treasury with a commonly agreed set of data concerning:
all-female-led businesses; mixed-gender-led businesses and all-male-led
businesses. The Company agrees that HM Treasury will collate this data and
publish it on an aggregated and anonymised basis in an annual report.

• Adopt internal practices which aim to improve the potential for female
entrepreneurs to successfully access the tools, resources, investment and
finance they need to build and grow their businesses, working with relevant
players in the ecosystem. The Company will review these actions annually and
make this commitment publicly available.

The Lord Mayor’s Appeal (Environmental: climate/carbon footprint and Social:
Diversity)

AFML participated in The Lord Mayor’s Appeal’s ‘We Can Be’ initiative
for the third time, hosting a group of school girls, introducing them to a
career in the City and the inner workings of an investment trust. AFML also
participated in a charity day with a central London-based food bank in
September 2024.

Female Founders in Fintech Office Hours (Social: Diversity)

AFML team members participated in a number of female founder focused
initiatives across the year, with the aim of meeting and supporting more
diverse founders. We have supported the Innovate Finance Women in Fintech
Powerlist for several years, hosted the launch for this year’s power list
and AFML's Chief of Staff is on the judging panel.

Portfolio Business Models

Anyfin: Consumer Financial Education (Social: Consumer protection)

A core element of Anyfin’s mission is to help get people out of debt and to
date the company has helped customers save millions of Euros in credit costs.
They are proactive with consumer financial education; earlier this year they
released the third edition of the Anyfin Report, a financial health study
conducted by YouGov. The report focused on the ways in which people are
planning to deal with their debts (and finances more broadly. The company
hosts regular ‘Anyfin House’ sessions, open to the public, and covering
topics such as financial management, financial stress and the economy.

Grover: Circular Economy Model (Environmental: Climate/carbon footprint)

Grover provides a sophisticated solution for the increasing number of
consumers who value access over ownership via their circular economy
tech-rental model. By replacing the highly wasteful linear product ownership
approach (take -> make -> dispose), Grover’s model extends the lifecycle of
a product by re-using, repairing and redistributing. A device rented from
Grover is circulated 2-6 times on average.

Wayhome: Gradual Home Ownership Model (Social: Financial inclusion)

Wayhome’s ‘Gradual Homeownership’ model aims to help aspiring homeowners
who are unable to obtain a traditional mortgage to buy a home get on the
housing ladder. With the average home now costing 9 times average income and
the average first time buyer only able to borrow 3.55 times income, millions
of hardworking families are locked out of homeownership. Wayhome customers own
the share of the home they paid for and rent the remainder, gradually buying
more and renting less over time.

Portfolio Initiatives

Tide: Removing Emissions (Environmental: Climate/carbon footprint)

In 2023, Tide became the first fintech globally to remove 100% of its
emissions with durable carbon removals as of 2022 onwards. The business has
also committed to becoming fully NetZero by 2030 and to support its UK members
(more than 9% of UK SMEs), and growing network of Indian SMEs on their journey
to NetZero.

Tide made three climate-focused pledges which included committing to removing
100% of their emissions with durable carbon removal from 2022 onwards and
reducing 90% of their 2021 emissions per employee by 2030. These would make
Tide fully Net Zero by 2030. The organisation also committed to making Net
Zero simpler for their Members by developing the support on offer.

Tide and Transcorp announced the launch of India’s-first recycled PVC RuPay
Card. Made from 99% recycled plastic, this is a first for fintechs in India.
Each rPVC card saves 7g of carbon and 3.18g plastic that would normally be
used in production.

Zopa Bank: 2025 Fintech Pledge (Social: Consumer protection and financial
inclusion)

Led by Zopa Bank, 33 fintechs and their industry partners are working together
to tackle the cost-of-living crisis. The 2025 Fintech Pledge aims to drive 10
million consumer actions that build up the financial resilience of UK
consumers by 2025. It will achieve this by connecting people to platforms
that make savings work harder, improve credit scores, consolidate debt, and
lower utility bills and household outgoing costs. To date, more than 2 million
actions have been reported from all members combined.

Volt: Partnership with Ekko (Environmental: ocean plastic removal)

Volt partnered with sustainability fintech ekko to integrate environmental
action directly into the payment process. By selecting Volt at checkout,
consumers can contribute to preventing plastic from entering the ocean.

This Strategic Report was approved by the Board of Directors and signed on its
behalf by:

William Reeve

Chairman

30 June 2025

.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT,
THE DIRECTORS’ REMUNERATION REPORT AND THE FINANCIAL STATEMENTS

The directors are responsible for preparing the annual report and financial
statements in accordance with United Kingdom applicable law and regulations.

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 international
accounting standards. Under Company law the directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the return or
loss for the Group and Company for that period.

In preparing these group financial statements, the directors are required to:

• Select suitable accounting policies and then apply them consistently;

• Make judgements and accounting estimates that are reasonable and prudent;

• State whether they have been prepared in accordance with UK-adopted
international accounting standards, subject to any material departures
disclosed and explained in the financial statements;

• Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and

• Prepare a directors’ report, a strategic report and directors’
remuneration report which comply with the requirements of the Companies Act
2006.

The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group 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
comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the Group and the
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.

Responsibility Statement

The Directors consider that this annual report and financial statements, taken
as a whole, is fair, balanced, and understandable and provides the information
necessary for shareholders to assess the Group and Company’s position and
performance, business model and strategy.

Each of the Directors, whose names and functions are listed under the ‘Board
of Directors’ on page 33 confirm that, to the best of their knowledge:

• The financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Group and Company;

• The annual report includes a fair review of the development and
performance of the business and the financial position of the Group and
Company, together with a description of the principal risks and uncertainties
that they face.

William Reeve

Chairman

30 June 2025

.

CONSOLIDATED INCOME STATEMENT

                                         Year ended 31 March 2025            Year ended 31 March 2024            
                                  Notes  Revenue     Capital     Total       Revenue     Capital     Total       
                                          £’000       £’000       £’000       £’000       £’000       £’000      
 (Losses)/gains on Investments    8      –           (11,082)    (11,082)    –           17,602      17,602      
 Interest Income                         1,575       –           1,575       1,681       –           1,681       
 Expenses                         2      (5,553)     (165)       (5,718)     (5,432)     (49)        (5,481)     
 (Loss)/Return before Taxation           (3,978)     (11,247)    (15,225)    (3,751)     17,553      13,802      
 Taxation                         6      –           –           –           –           –           –           
 (Loss)/Return for the year              (3,978)     (11,247)    (15,225)    (3,751)     17,553      13,802      
 (Loss)/Return per Share (pence)  7      (2.4)       (6.7)       (9.1)       (2.2)p      10.3p       8.1p        

The total column of this statement represents the Group’s Consolidated
Income Statement, prepared in accordance with IFRS as adopted by the UK.

The revenue and capital columns are supplementary to this and are prepared
under guidance published by the Association of Investment Companies.

The Group does not have any other comprehensive income and hence the total
return, as disclosed above, is the same as the Group’s total comprehensive
income.

All items in the above statement derive from continuing operations.

All returns are attributable to the equity holders of Augmentum Fintech plc,
the parent company.

The notes on pages 59 to 69 are integral to and form part of these Financial
Statements.

.

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY

                                       Year ended 31 March 2025                                                
 Group                                 Ordinary    Share       Special     Other       Revenue     Total       
                                        share       premium     reserve     capital     reserve     £’000      
                                        capital     account     £’000       reserve     £’000                  
                                        £’000       £’000                   £’000                              
 Opening Shareholders’ funds           1,810       105,383     80,609      135,293     (19,778)    303,317     
 Purchase of own shares into treasury  –           –           (2,676)     –           –           (2,676)     
 Loss for the year                     –           –           –           (11,247)    (3,978)     (15,225)    
 At 31 March 2025                      1,810       105,383     77,933      124,046     (23,756)    285,416     

 

                                       Year ended 31 March 2024                                                
 Group                                 Ordinary    Share       Special     Other       Revenue     Total       
                                        share       premium     reserve     capital     reserve     £’000      
                                        capital     account     £’000       reserve     £’000                  
                                        £’000       £’000                   £’000                              
 Opening Shareholders’ funds           1,810       105,383     85218       117,740     (16,027)    294,124     
 Purchase of own shares into treasury  –           –           (4,609)     –           –           (4,609)     
 Return/(loss) for the year            –           –           –           17,553      (3,751)     13,802      
 At 31 March 2024                      1,810       105,383     80,609      135,293     (19,778)    303,317     
                                                                                                               
                                       Year ended 31 March 2025                                                
 Company                               Ordinary    Share       Special     Other       Revenue     Total       
                                        share       premium     reserve     capital     reserve     £’000      
                                        capital     account     £’000       reserve     £’000                  
                                        £’000       £’000                   £’000                              
 Opening Shareholders’ funds           1,810       105,383     80,609      116,311     (21,381)    282,732     
 Purchase of own shares into treasury  –           –           (2,676)     –           –           (2,676)     
 Loss for the year                     –           –           –           (7,511)     (3,988)     (11,499)    
 At 31 March 2025                      1,810       105,383     77,933      108,800     (25,369)    268,557     
                                                                                                               
                                       Year ended 31 March 2024                                                
 Company                               Ordinary    Share       Special     Other       Revenue     Total       
                                        share       premium     reserve     capital     reserve     £’000      
                                        capital     account     £’000       reserve     £’000                  
                                        £’000       £’000                   £’000                              
 Opening Shareholders’ funds           1,810       105,383     85,218      100,919     (17,576)    275,754     
 Purchase of own shares into treasury  –           –           (4,609)     –           –           (4,609)     
 Return/(loss) for the year            –           –           –           15,392      (3,805)     11,587      
 At 31 March 2024                      1,810       105,383     80,609      116,311     (21,381)    282,732     

The notes on pages 59 to 69 are integral to and form part of these Financial
Statements.

.

CONSOLIDATED BALANCE SHEET

as at 31 March 2025

                                                           Note  2025        2024        
                                                                  £’000       £’000      
 Non-Current Assets                                                                      
 Investments held at fair value                            8     255,997     265,083     
 Property, plant & equipment                                     155         219         
 Current Assets                                                                          
 Right-of-use asset                                        5     288         438         
 Other receivables                                         10    218         245         
 Cash and cash equivalents                                       32,256      38,505      
 Total Assets                                                    288,914     304,490     
 Current Liabilities                                                                     
 Other payables                                            11    (3,161)     (699)       
 Lease liability                                           5     (337)       (474)       
 Total Assets less Current Liabilities                           285,416     303,317     
 Net Assets                                                      285,416     303,317     
 Capital and Reserves                                                                    
 Called up share capital                                   14    1,810       1,810       
 Share premium                                                   105,383     105,383     
 Special reserve                                                 77,933      80,609      
 Retained earnings:                                                                      
 Capital reserves                                                124,046     135,293     
 Revenue reserve                                                 (23,756)    (19,778)    
 Total Equity                                                    285,416     303,317     
 Net Asset Value per share (pence)                         15    170.6p      178.6p      
 Net Asset Value per share after performance fee (pence)*  15    161.5p      167.4p      

The Financial Statements on pages 53 to 69 were approved by the Board of
Directors on 30 June 2025 and signed on its behalf by:

William Reeve

Chairman

The notes on pages 59 to 69 are integral to and form part of these Financial
Statements.

Augmentum Fintech plc

Company Registration Number: 11118262

* Considered to be Alternative Performance Measure. Please see the Glossary
and Alternative Performance Measures on page 79.

.

COMPANY BALANCE SHEET

as at 31 March 2025

                                        Note  2025        2024        
                                               £’000       £’000      
 Non-Current Assets                                                   
 Investments held at fair value         8     255,997     265,083     
 Investment in subsidiary undertakings  9     750         750         
 Current Assets                                                       
 Other receivables                      10    263         196         
 Cash and cash equivalents                    29,929      36,052      
 Total Assets                                 286,939     302,081     
 Current Liabilities                                                  
 Other payables                         11    (3,138)     (369)       
 Provisions                             12    (15,244)    (18,980)    
 Total Assets less Current Liabilities        268,557     282,732     
 Net Assets                                   268,557     282,732     
 Capital and Reserves                                                 
 Called up share capital                14    1,810       1,810       
 Share premium                                105,383     105,383     
 Special reserve                              77,933      80,609      
 Retained earnings:                                                   
 Capital reserves                             108,800     116,311     
 Revenue reserve                              (25,369)    (21,381)    
 Total Equity                                 268,557     282,732     

The Company’s loss for the year was £(11,499,000) (2024: return of
£11,587,000). The Directors have taken advantage of the exemption under s408
of the Companies Act and not presented an income statement or a statement of
comprehensive income for the Company alone.

The Financial Statements on pages 53 to 69 were approved by the Board of
Directors on 30 June 2025 and signed on its behalf by:

William Reeve

Chairman

The notes on pages 59 to 69 are integral to and form part of these Financial
Statements.

Augmentum Fintech plc

Company Registration Number: 11118262

.

CONSOLIDATED CASH FLOW STATEMENT

                                                      Year         Year         
                                                       ended        ended       
                                                       31 March     31 March    
                                                       2025         2024        
                                                       £’000        £’000       
 Operating activities                                                           
 Sales of investments                                 16,882       22,790       
 Purchases of investments                             (15,945)     (15,976)     
 Acquisition of property, plant and equipment         (10)         (8)          
 Interest income received                             1,632        1,608        
 Expenses paid                                        (5,834)      (4,552)      
 Lease payments                                       (181)        (221)        
 Net cash (outflow)/inflow from operating activities  (3,456)      3,641        
 Purchase of own shares into treasury                 (2,793)      (5,151)      
 Net cash used in financing activities                (2,793)      (5,151)      
 Net decrease in cash and cash equivalents            (6,249)      (1,510)      
 Cash and cash equivalents at start of year           38,505       40,015       
 Cash and cash equivalents at end of year             32,256       38,505       

The notes on pages 59 to 69 are integral to and form part of these Financial
Statements.

.

COMPANY CASH FLOW STATEMENT

                                                      Year         Year         
                                                       ended        ended       
                                                       31 March     31 March    
                                                       2025         2024        
                                                       £’000        £’000       
 Operating activities                                                           
 Sales of investments                                 16,882       22,790       
 Purchases of investments                             (15,945)     (16,226)     
 Interest income received                             1,580        1,563        
 Expenses paid                                        (5,848)      (5,494)      
 Net cash (outflow)/inflow from operating activities  (3,331)      2,733        
 Purchase of own shares into treasury                 (2,793)      (5,151)      
 Net cash used in financing activities                (2,793)      (5,151)      
 Net decrease in cash and cash equivalents            (6,124)      (2,418)      
 Cash and cash equivalents at start of year           36,052       38,470       
 Cash and cash equivalents at end of year             29,928       36,052       

The notes on pages 59 to 69 are integral to and form part of these Financial
Statements.

.

NOTES TO THE FINANCIAL STATEMENTS

1 Segmental Analysis

The Group operates a single business segment for reporting purposes and is
managed as a single investment company. Reporting is provided to the Board of
Directors on an aggregated basis. The investments are located in the UK,
continental Europe, Israel and the US.

 

2 Expenses

                                            2025                                2024                    
                                Revenue     Capital     Total       Revenue     Capital     Total       
                                 £’000       £’000       £’000       £’000       £’000       £’000      
 AIFM fees                      593         –           593         582         –           582         
 Administrative expenses        1,664       165         1,829       1,706       49          1,755       
 Directors’ fees*               192         –           192         186         –           186         
 Performance fee (see note 4)^  –           –           –           –           –           –           
 Staff costs (see note 4)       2,923       –           2,923       2,793       –           2,793       
 Auditor’s remuneration         181         –           181         165         –           165         
 Total expenses                 5,553       165         5,718       5,432       49          5,481       

£175,000 of interest and depreciation relating to a lease (2024: £169,000)
is included in administrative expenses. See note 5 for further details.

* Details of the amounts paid to Directors are included in the Directors
Remuneration Report on page 46.

^  See note 4 for further details of the performance fee arrangements.
Non-executive Directors of the Company are not eligible to participate in any
allocation of the performance fee.

Auditor’s Remuneration

                                                         2025                    2024                    
                                                         Group       Company     Group       Company     
                                                          £’000       £’000       £’000       £’000      
 Audit of Group accounts pursuant to legislation         117         117         110         110         
 Audit of subsidiaries accounts pursuant to legislation  25          –           19          –           
 Audit related assurance services                        28          28          26          26          
 Non-audit related assurance services                    11          –           10          –           
 Total auditors’ remuneration                            181         145         165         136         

Non-audit services

It is the Group’s practice to employ BDO LLP on assignments additional to
their statutory audit duties only when their expertise and experience with the
Group are important. Details of the Group’s process for safeguarding and
supporting the independence and objectivity of the external auditor are given
in the Report of the Audit Committee beginning on page 49.

 

3 Key Management Personnel Remuneration

The Directors of the Company are considered to be the Key Management Personnel
along with the directors of the Company’s subsidiary.

                                        2025                                 2024                                 
                                        Salary      Other        Total       Salary      Other        Total       
                                         /Fees       benefits     £’000       /Fees       benefits     £’000      
                                         £’000       £’000                    £’000       £’000                   
 Directors of the Company's Subsidiary  1,111       102          1,213       1,158       125          1,283       
 Non-executive Directors                192         –            192         186         –            186         
                                        1,303       102          1,405       1,344       125          1,469       

Other benefits include pension and social security contributions relating to
the directors of the Company’s subsidiary.

 

4 Staff Costs

The monthly average number of employees for the Group during the year was
fourteen (2024: eleven). All employees are within the investment and
administration function and employed by the Company's subsidiary.

                                        2025        2024        
                                         £’000       £’000      
 Wages and salaries                     2,401       2,264       
 Social security costs                  328         318         
 Other pension costs                    116         119         
 Other staff benefits                   78          92          
 Staff costs                            2,923       2,793       
 Performance fee (charged to capital)*  –           –           
 Total                                  2,923       2,793       

* The performance fee arrangements were set up to provide a long-term
employee benefit plan to incentivise employees of AFML and align them with
shareholders through participation in the realised investment profits of the
Group. Any performance fee paid by the Company to AFML is allocated to
employees of AFML on a discretionary basis and overseen by the Management
Engagement & Remuneration Committee of the Company.

The performance fee is payable by the Company to AFML when the Company has
realised an aggregate annualised 10% return on investments (the ‘hurdle’)
in each basket of investments. Based on the investment valuations and the
hurdle level as at 31 March 2025 the hurdle has been met, on an unrealised
basis, and as such a performance fee of £15,244,000 (2024: £18,980,000) has
been provided for by the Company, equivalent to 9.1 pence per share. This
provision is reversed on consolidation and not included in the Group Statement
of Financial Position. The performance fee is only payable to AFML if the
hurdle is met on a realised basis and the actual amount payable will depend on
the amount and timing of investment realisations. See page 25 and note 18.9
for further details.

 

5 Leases

Leasing activities

The Group, through its subsidiary AFML, has leased an office in the UK from
which it operates for a fixed fee. The Group discounts lease payments at a
rate of 6.4% (2024: 6.4%).

Right-of-Use Asset

                2025                2024                
                 Group               Group              
                 Office Premises     Office Premises    
                 £’000               £’000              
 As at 1 April  438                 588                 
 Depreciation   (150)               (150)               
 At 31 March    288                 438                 

 

Lease Liability

                             2025                2024                
                              Group               Group              
                              Office Premises     Office Premises    
                              £’000               £’000              
 As at 1 April               474                 678                 
 Rent free period amendment  19                  (21)                
 Interest Expense            25                  38                  
 Lease Payments              (181)               (221)               
 At 31 March                 337                 474                 

 

Maturity Analysis

                   Group                                                                  
 At 31 March 2025  Up to 3 months   3 – 12 months     Between           Between           
                    £’000            £’000             1 – 2 years       2 – 5 years      
                                                       £’000             £’000            
 Lease payments    –                181               181               –                 

 

6 Taxation Expense

                                                 2025                                2024                                
 For the year ended 31 March                     Revenue     Capital     Total       Revenue     Capital     Total       
                                                  £’000       £’000       £’000       £’000       £’000       £’000      
 Current tax:                                                                                                            
 UK corporate tax on (Loss)/Return for the year  –           –           –           –           –           –           

The difference between the income tax expense shown above and the amount
calculated by applying the effective rate of UK corporation tax of 25% (2024:
25%) to the (loss)/return before tax is as follows:

                                                                                                     2025                                2024                                
 For the year ended 31 March                                                                         Revenue     Capital     Total       Revenue     Capital     Total       
                                                                                                      £’000       £’000       £’000       £’000       £’000       £’000      
 (Loss)/return before taxation                                                                       (3,978)     (11,247)    (15,225)    (3,751)     17,553      13,802      
 (Loss)/return before tax multiplied by the effective rate of UK corporation tax of 25% (2024: 25%)  (995)       (2,811)     (3,806)     (938)       4,388       3,450       
 Effects of:                                                                                                                                                                 
 Non-taxable capital returns                                                                         –           2,770       2,770       –           (4,400)     (4,400)     
 Unutilised management expenses                                                                      995         41          1,036       938         12          950         
 Total tax expense                                                                                   –           –           –           –           –           –           

No provision for deferred taxation has been made in the current year. The
Group has not provided for deferred tax on capital profits arising on the
revaluation of investments, as it is exempt from tax on these items because of
its status as an investment trust company.

The Company has not recognised a deferred tax asset on the excess management
expenses of £39,085,000 (2024: £34,932,000). It is not anticipated that
these excess expenses will be utilised in the foreseeable future.

 

7 (Loss)/Return per Share

The (loss)/return per share figures are based on the following figures:

                                                      2025         2024         
                                                       £’000        £’000       
 Net revenue loss                                     (3,978)      (3,751)      
 Net capital (loss)/return                            (11,247)     17,553       
 Net total (loss)/return                              (15,225)     13,802       
 Weighted average number of ordinary shares in issue  168,371,133  170,877,294  
                                                                                
                                                      Pence        Pence        
 Revenue loss per share                               (2.4)        (2.2)        
 Capital (loss)/return per share                      (6.7)        10.3         
 Total (loss)/return per share                        (9.1)        8.1          

 

8 Investments Held at Fair Value

Non-current Investments Held at Fair Value

 As at 31 March          2025          2024          
                          Group and     Group and    
                          Company       Company      
                          £’000         £’000        
 Unlisted at fair value  255,997       265,083       

Reconciliation of movements on investments held at fair value are as follows:

                                2025          2024          
                                 Group and     Group and    
                                 Company       Company      
                                 £’000         £’000        
 As at 1 April                  265,083       254,295       
 Purchases at cost              18,878        15,976        
 Realisation proceeds           (16,882)      (22,790)      
 (Losses)/gains on investments  (11,082)      17,602        
 As at 31 March                 255,997       265,083       

The Group and Company received £16,882,000 (2024: £22,790,000) proceeds in
the year. The book cost of the investments sold was £11,331,000 (2024:
£10,750,000). These investments have been revalued over time and until they
were sold any unrealised gains/losses were included in the fair value of the
investments.

 

9 Subsidiary undertakings

The Company has an investment of £750,000 (2024: £750,000) in the issued
ordinary share capital of its wholly owned subsidiary undertaking, Augmentum
Fintech Management Limited (“AFML”), which is registered in England and
Wales, operates in the United Kingdom and is regulated by the Financial
Conduct Authority. AFML’s principal activity is the provision of portfolio
management services to the Company. AFML’s registered office is 4 Chiswell
Street, London EC1Y 4UP.

 

10  Other Receivables

 As at 31 March     2025        2025        2024        2024        
                     Group       Company     Group       Company    
                     £’000       £’000       £’000       £’000      
 Other receivables  218         263         245         196         

 

11 Other Payables

 As at 31 March              2025        2025        2024        2024        
                              Group       Company     Group       Company    
                              £’000       £’000       £’000       £’000      
 Other payables              229         206         699         369         
 Amounts due to investments  2,932       2,932       -           -           

 

12 Provisions

 As at 31 March              2025        2024        
                              Company     Company    
                              £’000       £’000      
 Performance fee provision*  15,244      18,980      

* See page 25 and notes 4 and 18.9 for further details.

 

13  Financial Instruments

(i) Management of Risk

As an investment trust, the Group’s investment objective is to seek capital
growth from a portfolio of securities. The holding of these financial
instruments to meet this objective results in certain risks.

The Group’s financial instruments comprise securities in unlisted companies,
partnership interests, trade receivables, trade payables, and cash and cash
equivalents.

The main risks arising from the Group’s financial instruments are
fluctuations in market price, and credit and liquidity risk. The policies for
managing each of these risks are summarised below. These policies have
remained constant throughout the year under review. The financial risks of the
Company are aligned to the Group’s financial risks.

Market Price Risk

Market price risk arises mainly from uncertainty about future prices of
financial instruments in the Group’s portfolio. It represents the potential
loss the Group might suffer through holding market positions in the face of
price movements, mitigated by stock diversification.

The Group is exposed to the risk of the change in value of its unlisted equity
and non-equity investments. For unlisted equity and non-equity investments the
market risk is principally deemed to be the assumptions used in the valuation
methodology as set out in the accounting policies.

Liquidity Risk

The Group’s assets comprise unlisted equity and non-equity investments.
Whilst unlisted equity is illiquid, short-term flexibility is achieved through
cash and cash equivalents.

Credit Risk

The Group’s exposure to credit risk principally arises from cash and cash
equivalents. Only highly rated banks or liquidity funds (with credit ratings
above A3, based on S&P’s ratings or the equivalent from another ratings
agency) are used for cash deposits and the level of cash is reviewed on a
regular basis. The components of cash and cash equivalents are shown in the
table below.

(ii) Financial Assets and Liabilities

                                       Group          Company        Group          Company        
                                        Fair value     Fair value     Fair value     Fair value    
                                        2025           2025           2024           2024          
                                        £’000          £’000          £’000          £’000         
 Financial Assets                                                                                  
 Unlisted equity shares                245,563        245,563        259,015        259,015        
 Unlisted convertible loan notes       8,756          8,756          6,068          6,068          
 Deferred consideration                948            948            -              -              
 Cash at bank                          1,559          329            2,460          1,052          
 Cash Equivalents – Liquidity Funds    30,697         29,600         36,045         35,000         
 Other assets                          506            263            683            196            
 Financial Liabilities                                                                             
 Other payables and lease liabilities  (3,498)        (3,138)        (1,173)        (369)          

Cash and other receivables and payables are measured at amortised cost and the
rest of the financial assets in the table above are held at approximate to
fair value. The carrying values of the financial assets and liabilities
measured at amortised cost are equal to the fair value.

The unlisted financial assets held at fair value are valued in accordance with
the IPEV Guidelines as detailed within note 18.4.

(iii) Fair Value Hierarchy

Fair value is the amount for which an asset could be exchanged, or a liability
settled, between knowledgeable willing parties in an arm’s length
transaction.

The Group complies with IFRS 13 in respect of disclosures about the degree of
reliability of fair value measurements. This requires the Group to classify,
for disclosure purposes, fair value measurements using a fair value hierarchy
that reflects the significance of the inputs used in making the measurements.

The levels of fair value measurement bases are defined as follows:

Level 1: fair values measured using quoted prices (unadjusted) in active
markets for identical assets or liabilities.

Level 2: fair values measured using valuation techniques for all inputs
significant to the measurement other than quoted prices included within Level
1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).

Level 3: fair values measured using valuation techniques for which any
significant input to the valuation is not based on observable market data
(unobservable inputs).

Cash equivalents are classified as Level 1.

Following a share-for-share acquisition, one investment was reclassified from
Level 3 to Level 1 and was valued at £1,413,000 as at 31 March 2025 (31 March
2024: no Level 1 investments). All other investments were classified as Level
3 investments as at, and throughout the year to, 31 March 2025. Note 8 on page
62 presents the movements on investments measured at fair value. Total gains
and losses on assets measured at Level 3 are recognised as part of Gains on
Investments in the Consolidated Income Statement, and no other comprehensive
income has been recognised on these assets.

When using the price of a recent transaction in the valuations, the Company
looks to ‘re-calibrate’ this price at each valuation point by reviewing
progress within the investment, comparing against the initial investment
thesis, assessing if there are any significant events or milestones that would
indicate the value of the investment has changed and considering whether a
market-based methodology (ie. using multiples from comparable public
companies) or a discounted cashflow forecast would be more appropriate.

The main inputs into the calibration exercise, and for the valuation models
using multiples, are revenue, EBITDA, AuM, and P/E multiples (based on the
most recent revenue, EBITDA, AuM, or earnings achieved and equivalent
corresponding revenue, EBITDA, AuM, or earnings multiples of comparable public
companies), quality of earnings assessments and comparability difference
adjustments. Revenue multiples are often used, rather than EBITDA or earnings,
due to the nature of the Group’s investments, being in fast-growing, small
financial services companies which are not normally expected to achieve
profitability or scale for a number of years. Where an investment has achieved
scale and profitability the Group would normally then expect to switch to
using an EBITDA or earnings multiple methodology.

The main input into the PWERM (‘Probability Weighed Expected Return
Methodology’) is the probability of conversion. This method is used for the
convertible loan notes held by the Company.

The fair valuation of private company investments is influenced by the
estimates, assumptions and judgements made in the fair valuation process (see
Note 18.12 on page 69). A sensitivity analysis is provided below which
recognises that the valuation methodologies employed involve subjectivity in
their significant unobservable inputs and illustrates the sensitivity of the
valuations to these inputs. The inputs have been flexed with the exception of
the Sales Price valuation approach as it does not involve significant
subjectivity. The table also provides the range of values for the key
unobservable inputs.

 

 As at 31 March 2025                                                                                                                                                                                   
 Valuation                                          Fair value of                               Key                        Other            Applied      Weighted     Sensitivity   Change in          
  approach                                           investments                                 unobservable               Unobservable     Multiple     average      +/-           Valuation         
                                                     £’000                                       inputs                     inputs           Range        multiple     %             +/-               
                                                                                                                                                          applied#                   £’000             
 Market approach using comparable traded multiples  222,019                                     Revenue Multiple ‡         a, b, c, g       0.8x-18.4x   6.2x         10%           21,398 / (21,812)  
                                                    Earnings Multiple                                                      a, b, c, g       5.6x-15.8x   9.8x         10%           3,659 / (3,659)    
                                                    AUM Multiple                                                           a, b, c, g       -            -            -             -                  
                                                    Illiquidity discount                                                   d, g             7% - 80%     21.1%        30%           26,080 / (22,988)  
                                                    Transaction implied premiums and discounts                             e, g             20% - 180%   62.4%        30%           7,209 / (8,393)    
 Net Asset Value**                                  6,509                                       Discount to NAV            a                n/a          n/a          10%           (650)              
 PWERM*                                             8,756                                       Probability of conversion  a                n/a          n/a          25%           319/(399)          
 Expected transaction price                         -                                           Execution risk discount    a, f             n/a          n/a          n/a           n/a                
 CPORT^                                             16,351                                      Transaction Price          a, e, g          n/a          n/a          10%           1,710 / (1,710)    
 Sales Price                                        2,361                                       n/a                        n/a              n/a          n/a          n/a           n/a                

 

# Weighted average is calculated by reference to the fair value of holdings as
at the respective year-end. This therefore gives a clearer indication of the
typical multiple or adjustment being applied across the portfolio.

**LP (‘Limited Partnership’) investments are held at net asset values
provided by the relevant LP fund administrators. These are adjusted by
benchmark movements as appropriate.

^ Whilst a recent or expected transaction price may be the most appropriate
basis for a valuation, it will be corroborated by other techniques which
factor in the unobservable inputs noted below.

 

 As at 31 March 2024                                                                                                                                                                                      
 Valuation                                          Fair value of                               Key                        Other            Applied         Weighted     Sensitivity   Change in          
  approach                                           investments                                 unobservable               Unobservable     Multiple        average      +/-           Valuation         
                                                     £’000                                       inputs                     inputs           Range           multiple     %             +/-               
                                                                                                                                                             applied#                   £’000             
 Market approach using comparable traded multiples  217,054                                     Revenue Multiple ‡         a, b, c, g       2.3x – 28.0x    6.0x         10%           17,564 / (17,554)  
                                                    Earnings Multiple                                                      a, b, c, g       6.3x-18.6x      11.0x        10%           3,146 / (2,423)    
                                                    AUM Multiple                                                           a, b, c, g       0.1x            0.1x         10%           264 / -            
                                                    Illiquidity discount                                                   d, g             0% - 50%        32.3%        30%           12,558 / (10,920)  
                                                    Transaction implied premiums and discounts                             e, g             0% - 630%       109.3%       30%           17,063 / (18,023)  
 Net Asset Value**                                  8,264                                       Discount to NAV            a                n/a             n/a          10%           (826)              
 PWERM*                                             6,068                                       Probability of conversion  a                n/a             n/a          25%           248/(248)          
 Expected transaction price                         7,135                                       Execution risk discount    a, f             n/a             n/a          10%           713 / (713)        
 CPORT^                                             16,414                                      Transaction Price          a, e, g          n/a             n/a          10%           1,641 / (1,641)    
 Sales Price                                        10,148                                      n/a                        n/a              n/a             n/a          n/a           n/a                

 
*Significant unobservable inputs
The variable inputs applicable to each broad category of valuation basis will
vary dependent on the particular circumstances of each private company
valuation. An explanation of each of the key variable inputs is provided
below. The assumptions and decisions process in relation to the inputs is
described in note 18.12 on page 69.
(a) Application of valuation basis
Each investment is assessed independently, and the valuation basis applied
will vary depending on the circumstances of each investment. When an
investment is pre-revenue, the focus of the valuation will be on assessing the
recent transaction and the achievement of key milestones since investment.
Adjustments may also be made depending on the performance of comparable
benchmarks and companies. For those investments where a trading multiples
approach can be taken, the methodology will factor in revenue, earnings or
assets under management as appropriate for the investment.
(b) Selection of comparable companies
The selection of comparable companies is assessed individually for each
investment and the relevance of the comparable companies is continually
evaluated at each valuation date. Key criteria used in selecting appropriate
comparable companies are the industry sector in which they operate, the
geography of the company’s operations, the respective revenue and earnings
growth rates, operating margins, company size and development stage.
Typically, between 4 and 10 comparable companies will be selected for each
investment, but this can vary depending on how many relevant comparable
companies are identified. The resultant revenue or earnings multiples or share
price movements derived will vary depending on the companies selected and the
industries they operate in. Given the nature of the investments the Company
makes there are not always directly comparable listed companies, in such cases
comparables will be selected whose businesses bear similarity to the relevant
investment, in such cases the need for an additional discount / premium to the
comparables will be assessed at each valuation date.
(c) Estimated sustainable revenue or earnings
The selection of sustainable revenue or earnings will depend on whether the
company is sustainably profitable or not, and where it is not then revenues
will be used in the valuation. The valuation approach will typically assess
companies based on the last twelve months of revenue or earnings, as they are
the most recent available and therefore viewed as the most reliable. Where a
business has volatile earnings on a year-on-year basis, revenue or earnings
may be assessed over a longer period. Where a company has reliably forecasted
earnings previously or there is a change in circumstance at the business which
will impact earnings going forward, then forward estimated revenue or earnings
may be used instead.
(d) Application of illiquidity discount
An illiquidity discount may be applied either through the calibration of a
valuation against the most recent transaction, or by application of a specific
discount. The discount applied where a calibration (see (e) below) is not
appropriate is dependent on factors specific to each investment, such as
quality of earnings or revenues and potential exit scenarios.
(e) Transaction implied premium and discount
Where there is an implied company valuation available as a result of an
external arm's length transaction, the ongoing valuation will be calibrated to
this by deriving a company valuation with reference to the average multiple
from a set of comparable companies and comparing this to a transaction implied
valuation. This can result in an implied premium or discount compared to
comparable companies at the point of transaction. This discount or premium
will be considered in future valuations and may be reduced due to factors such
as the time since the transaction and company performance. Where a calibrated
approach is not appropriate, a discount for illiquidity may be applied as
noted in (d) above.
(f) Execution risk
An execution risk discount is applied to all investments where an
arm’s-length transaction is due to take place but hasn’t closed prior to
the reporting period end. The discount applied is dependent on the progress of
the negotiations and outstanding matters that may impact on the expected
price. When valuing in line with an expected transaction the arm’s-length
nature of the deal will be assessed, and term sheets will have been received.
(g) Liquidity preference
The company’s investments are typically venture investments with downside
protections such as liquidation preference and anti-dilution provisions.
Unlike ordinary share structures typically seen in the public or private
markets, these structures protect the value of the Company’s position in the
event of a reduction in the enterprise value of an investee company from the
price paid. Where a valuation indicates the enterprise value of an investment
has fallen the enterprise value will be fed into the investee companies’
‘waterfall’ (which ranks shares by seniority/preference in the event of a
liquidation event) to calculate the value of the Company’s position.

 

14 Called up Share Capital

                                                           2025                    2024                    
                                                            Ordinary Shares         Ordinary Shares        
                                                           No.          £’000      No.          £’000      
 Opening issued and fully paid ordinary shares of 1p each  169,831,285  1,810      174,518,852  1,810      
 Ordinary shares purchased into treasury                   (2,550,383)  –          (4,687,567)  –          
 Closing issued and fully paid ordinary shares of 1p each  167,280,902  1,810      169,831,285  1,810      

No shares were issued during the years ended 31 March 2024 and 31 March 2025.

2,550,383 shares were bought back into treasury during the year at an average
price, including ancillary costs, of 104.9p per share. In the year ended 31
March 2024 4,687,567 shares were bought back into treasury at an average price
of 98.3p per share.

At 31 March 2025 there were 13,734,795 shares held in treasury (2024:
11,182,412).

 

15  Net Asset Value per Share

The net asset value per share is based on the Group net assets attributable to
the equity shareholders of £285,416,000 (2024: £303,317,000) and167,280,902
(2024: 169,831,285) shares in issue at the year end excluding shares held in
treasury.

The net asset value per share after performance fee* is based on the Group net
assets attributable to the equity shareholders of £ 285,416,000 (2024:
£303,317,000), less the performance fee provision made by the Company of
£15,244,000 (2024: £18,980,000), and 167,280,902 (2024: 169,831,285) shares
in issue at the year end (excluding shares held in treasury).

* Alternative Performance Measure

 

16  Related Party Transactions

Balances and transactions between the Company and its subsidiaries are
eliminated on consolidation. Details of transactions between the Group and
Company and other related parties are disclosed below.

The following are considered to be related parties:

• Frostrow Capital LLP (under the Listing Rules only)

• The Directors of the Company and the Company’s subsidiary, Augmentum
Fintech Management Limited

• Augmentum Fintech Management Limited

• Augmentum I LP

Details of the relationship between the Company and Frostrow Capital LLP, the
Company’s AIFM, are disclosed on pages 24 and 25. Details of fees paid to
Frostrow by the Company and Group can be found in note 2 on page 59.

Details of the remuneration of all Directors can be found on page 46. Details
of the Directors’ interests in the capital of the Company can be found on
page 47.

Augmentum Fintech Management Limited is appointed as the Company’s delegated
Portfolio Manager. The Portfolio Manager earns a portfolio management fee of
1.5% of NAV up to £250 million and 1.0% of NAV for any excess over £250
million and is entitled to a performance fee of 15% of net realised cash
profits once the Company has received an annual compounded 10% realised return
on its investments. Further details of this arrangement are set out on page 25
in the Strategic Report. During the year the Portfolio Manager received a
portfolio management fee of £4,034,000 (2024: £3,972,000), which has been
eliminated on consolidation and therefore does not appear in these accounts. A
performance fee provision of £15,244,000 (2024: £18,980,000) has been
accrued in the Company's accounts, which is eliminated on consolidation in the
Group accounts. No performance fee is payable or has been paid during the
year. There were no outstanding balances due to the Portfolio Manager at the
year end (2024: nil).

 

17  Capital Risk Management

                                       Group       Group       
                                        2025        2024       
                                        £’000       £’000      
 Equity                                                        
 Equity share capital                  1,810       1,810       
 Retained earnings and other reserves  283,606     301,507     
 Total capital and reserves            285,416     303,317     

The Group’s objective in the management of capital risk is to safeguard its
liquidity in order to provide returns for shareholders and to maintain an
optimal capital structure. In doing so the Group may adjust the amount of
dividends paid to shareholders or issue new shares or debt.

The Group manages the levels of cash deposits held whilst maintaining
sufficient liquidity for investments and operating expenses.

There are no externally imposed restrictions on the Company’s capital.

 

18  Basis of Accounting and Significant Accounting Policies

18.1 Basis of preparation

The Group and Company Financial Statements for the year ended 31 March 2025
have been prepared in accordance with UK-adopted International Accounting
Standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards.

The Financial Statements have been prepared on a going concern basis and under
the historical cost basis of accounting, modified to include the revaluation
of certain assets at fair value, as disclosed in note 18.4. The Board has
considered a detailed assessment of the Group and Company’s ability to meet
their liabilities as they fall due, including stress tests which modelled the
effects of a fall in portfolio valuations and liquidity constraints on the
Group and Company’s financial position and cash flows. The results of the
tests showed that the Group and Company would have sufficient cash to meet
their liabilities as they fall due. Based on the information available to the
Directors at the time of this report, including the results of the stress
tests, and the Group and Company’s cash balances, the Directors are
satisfied that the Group and Company have adequate financial resources to
continue in operation for at least the next 12 months from the date of signing
of these financial statements and that, accordingly, it is appropriate to
adopt the going concern basis in preparing these financial statements.

In order to reflect the activities of an investment trust company,
supplementary information which analyses the Consolidated Income Statement
between items of a revenue and capital nature has been presented alongside the
Consolidated Income Statement. In analysing total income between capital and
revenue returns, the Directors have followed the guidance contained in the
Statement of Recommended Practice for investment companies issued by the
Association of Investment Companies issued in July 2022 (the “SORP”).

The recommendations of the SORP which have been followed include:

• Realised and unrealised profits or losses arising on the revaluation or
disposal of investments classified as held at fair value through profit or
loss should be shown in the capital column of the Consolidated Income
Statement. Realised gains are taken to the realised reserves in equity and
unrealised gains are transferred to the unrealised reserves in equity.

• Other returns on any investment (whether in respect of dividends,
interest or otherwise) should be shown in the revenue column of the
Consolidated Income Statement. The total of the revenue column of the
Consolidated Income Statement is taken to the revenue reserve in equity.

• The Board should determine whether the indirect costs of generating
capital returns should be allocated to capital as well as the direct costs
incurred in generating capital profits. In this regard the Board has decided
to follow a non-allocation approach to indirect costs, which will therefore be
charged in full to the revenue column of the Consolidated Income Statement.

18.2 Basis of Consolidation

The Consolidated Financial Statements include the Company and certain
subsidiary undertakings.

IFRS 10 and IFRS 12 define an investment entity and include an exemption from
the consolidation requirements for investment entities.

The Company has been deemed to meet the definition of an investment entity per
IFRS 10 as the following conditions exist:

• The Company has multiple unrelated investors which are not related
parties, and holds multiple investments

• Ownership interests in the Company are exposed to variable returns from
changes in the fair value of the Company’s net assets

• The Company has obtained funds for the purpose of providing investors
with investment management services

• The Company’s business purpose is investing solely for returns from
capital appreciation and investment income

• The performance of investments is measured and evaluated on a fair value
basis.

The Company will not consolidate the portfolio companies or other investment
entities it controls. The principal subsidiary Augmentum Fintech Management
Limited as set out in note 9 is wholly owned. It provides investment related
services through the provision of investment management. As the primary
purpose of this subsidiary is to provide investment related services that
relate to the Company’s investment activities it is not held for investment
purposes. This subsidiary has been consolidated and is included in the Company
Balance sheet at cost less impairments.

The Company also owns 100% of the interests in Augmentum I LP (the ‘LP’).
As this LP is itself an investment entity and is held as part of the
Company’s investment portfolio it has not been consolidated.

18.3 Application of New Standards

(i)  New standards, interpretations and amendments effective from 1 April
2024

There were no new standards or interpretations effective for the first time
for periods beginning on or after 1 April 2024 that had a significant effect
on the Group’s financial statements.

(ii)  New standards, interpretations and amendments not yet effective

There are a number of standards and interpretations which have been issued by
the International Accounting Standards Board (‘IASB’) that are effective
in future accounting periods. The Group does not expect any of the standards
issued by the IASB, but not yet effective, to have a material impact on the
Group or Company.

18.4 Investments

All investments are defined by IFRS as fair value through profit or loss
(described in the Financial Statements as Investments held at fair value) and
are subsequently measured at reporting dates at fair value. The fair value of
direct unquoted investments is calculated in accordance with the Principles of
Valuation of Investments below. Purchases and sales of unlisted investments
are recognised when the contract for acquisition or sale becomes
unconditional.

Increases or decreases in valuation are recognised as part of gains on
investments at fair value in the Consolidated Income Statement.

Principles of Valuation of Investments

(i)  General

The Group estimates the fair value of each investment at the reporting date in
accordance with IFRS 13 and the International Private Equity and Venture
Capital Valuation (“IPEV”) Guidelines.

Fair value is the price for which an asset could be exchanged between
knowledgeable, willing parties in an arm’s length transaction. In estimating
fair value, the AIFM and Board apply valuation techniques which are
appropriate in light of the nature, facts and circumstances of the investment
and use reasonable current market data and inputs combined with judgement and
assumptions. Valuation techniques are applied consistently from one reporting
date to another except where a change in technique results in a better
estimate of fair value.

In general, the enterprise value of the investee company in question will be
determined using one of a range of valuation techniques. The enterprise value
is adjusted for factors such as surplus assets, excess liabilities or other
contingencies or relevant factors; the resulting amount is apportioned between
the investee company’s relevant financial instruments according to their
ranking and the effect of any instrument that may dilute economic
entitlements.

(ii)  Unlisted Equity Investments

In respect of each unlisted investment one or more of the following valuation
techniques is used:

• A market approach, based on the price of the recent investment, market
multiples or industry valuation benchmarks.

• A probability-weighted expected returns methodology. Under the PWERM fair
value is based on consideration of values for the investment under different
scenarios. This will primarily be used where there is a convertible element to
the investment.

• A net assets based approach based on the value of the underlying assets
of the investment.

In assessing whether a methodology is appropriate techniques that use
observable market data are preferred.

Price of Recent Investment/Transaction

Where the investment being valued was itself made recently, or there has been
a third party transaction in the investment, the price of the transaction may
provide a good indication of fair value. Using the Price of Recent Investment
technique is not a default and at each reporting date the fair value of
investments is estimated to assess whether changes or events subsequent to the
relevant transaction would imply a material change in the investment’s fair
value.

Multiple

Under the multiple methodology a revenue, EBITDA, AuM or earnings multiple
technique is used. This involves the application of an appropriate and
reasonable multiple to the maintainable earnings or revenue of an investee
company.

Further details on the multiple based methodology are provided in note 13
(iii).

PWERM (‘Probability-Weighted Expected Returns Methodology’)

Under the PWERM potential scenarios are identified. Under each scenario the
value of the investment is estimated and a probability for each scenario is
selected. The fair value is then calculated as the sum of the value under each
scenario multiplied by its probability.

Net Assets

For the net asset approach the fair value estimate is based on the
attributable proportion of the reported net asset value of the investment
derived from the fair value of underlying assets / investments. Valuation
reports provided by the manager or general partner of the investments are used
to calculate fair value where there is evidence that the valuation is derived
using fair value principles that are consistent with the Company’s
accounting policies and valuation methods. Such valuation reports may be
adjusted to take account of changes or events to the reporting date, or other
facts and circumstances which might impact the underlying value.

18.5 Cash and Cash Equivalents

Cash comprises cash at bank and short-term deposits with an original maturity
of less than 3 months and subject to minimal risk of changes in value. Cash
equivalents are carried at fair value through profit or loss.

18.6 Presentation and Functional Currency

The Group’s and Company’s presentation and functional currency is Pounds
Sterling (“Sterling”), since that is the currency of the primary economic
environment in which the Group operates.

18.7 Other income

Interest income received from cash equivalents is accounted for on an accruals
basis.

18.8 Expenses

Expenses are accounted for on an accruals basis, and are charged through the
revenue column of the Consolidated Income Statement except for transaction
costs and the performance fee as noted below.

Transaction costs are legal and professional fees incurred when undertaking
due diligence on investment transactions. Transaction costs, when incurred,
are recognised in the Income Statement. If a transaction successfully
completes, as a direct cost of an investment, the related transaction cost is
charged to the capital column of the Income Statement. If the transaction does
not complete the related cost is charged to the revenue column of the Income
Statement.

18.9 Performance Fee

As set out in prior annual reports the performance fee arrangements were set
up to provide a long-term employee benefit plan to incentivise employees of
AFML and align them with shareholders through participation in the realised
investment profits of the Group. AFML is entitled to a performance fee, and
any performance fee paid by the Company to AFML is allocated to employees of
AFML on a discretionary basis by the Management Engagement & Remuneration
Committee of the Company. Non-executive Directors of the Company are not
eligible to participate in any allocation of the performance fee.

The Company provides for the performance fee in full. A performance fee is
provided for if its performance conditions would be achieved if the remaining
assets in that basket were realised at fair value, at the Statement of
Financial Position date. The performance fee is equal to the share of profits
in excess of the performance conditions in the basket. On consolidation the
performance fee is eliminated since it is payable to the Company’s
subsidiary, AFML.

Performance fees are charged to the capital column of the Income Statement and
taken to the Capital Reserve.

18.10 Share Premium and Special Reserve

The share premium account arose following the Company’s admission to listing
in 2018 and represented the difference between the proceeds raised and the par
value of the shares issued. Costs of the share issuance were offset against
the proceeds of the relevant share issue and also taken to the share premium
account.

Subsequent to admission and following the approval of the Court, the initial
share premium account was cancelled and the balance of the account was
transferred to the Special Reserve. The purpose of this was to enable the
Company to increase the distributable reserves available to facilitate the
payment of future dividends or with which to make share repurchases.

18.11 Revenue and Capital Reserves

Net capital return is added to the Capital Reserve in the Consolidated
Statement of Financial Position, while the net revenue return is added to the
Revenue Reserve. When positive, the revenue reserve is distributable by way of
dividend, as is any realised portion of the capital reserve. The realised
portion of the capital reserve is £57,877,000 (2024: £52,491,000)
representing realised capital profits less costs charged to capital.

18.12 Critical Accounting Judgements and Key Sources of Estimation
Uncertainty

Critical accounting judgements and key sources of estimation uncertainty used
in preparing the financial information are continually evaluated and are based
on historical experience and other factors, including expectations of future
events that are believed to be reasonable. The resulting judgements and
estimates will, by definition, seldom equal the related actual results.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation
uncertainty in the reporting year, 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.

Fair value measurements and valuation processes

Unquoted assets are measured at fair value in accordance with IFRS 13 and the
IPEV Valuation Guidelines. Decisions are required in order to determine the
appropriate valuation methodology and subsequently in determining the inputs
into the valuation model used. These decisions include selecting appropriate
quoted company comparables, appropriate multiples to apply, adjustments to
comparable multiples and estimating future cash flows of investee companies.
In estimating the fair value of an asset, market-observable data is used, to
the extent it is available.

The Valuations Committee, which is chaired by a Director, determines the
appropriate valuation techniques and inputs for the model. The Audit Committee
considers the work of the Valuations Committee and the results of their
discussion with the AIFM, Portfolio Manager and the external auditor and works
closely with the AIFM and Portfolio Manager to review the appropriate
valuation techniques and inputs to the model. The Chair of the Audit Committee
reports its findings to the Board of Directors of the Group every six months
to explain the cause of fluctuations in the fair value of the investments.

Information about the valuation techniques and inputs used in determining the
fair value of various assets and liabilities are disclosed in notes 18.4 and
13(iii).

As set out in note 18.9 a performance fee is calculated which is based on the
valuation of the investments and as such is considered a significant
accounting estimate.

 

19  Post Balance Sheet Events

No post balance sheet events have occurred since 31 March 2025.

.

2025 Accounts

The figures and financial information for 2025 are extracted from the annual
report and financial statements for the year ended 31 March 2025 and do not
constitute the statutory accounts for the year. The annual report and
financial statements include the Report of the Independent Auditor which is
unqualified and does not contain a statement under either section 498(2) or
section 498(3) of the Companies Act 2006. The annual report and financial
statements have not yet been delivered to the Registrar of Companies.

 

2024 Accounts

The figures and financial information for 2024 are extracted from the
published annual report and financial statements for the year ended 31 March
2024 and do not constitute the statutory accounts for that year. The annual
report and financial statements have been delivered to the Registrar of
Companies and included the Report of the Independent Auditor which was
unqualified and did not contain a statement under either section 498(2) or
section 498(3) of the Companies Act 2006.

 

Annual report and financial statements

Copies of the annual report and financial statements will be posted to
shareholders shortly and will be available on the Company’s website
(www.augmentum.vc) or in hard copy format from the Company Secretary.

The Company's annual report for the year ended 31 March 2025 will shortly be
available for inspection on the National Storage Mechanism (NSM) via
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 

The Annual General Meeting will be held on Wednesday, 17 September 2025 at
11.00 a.m. The Notice of the Annual General Meeting will be posted to
shareholders with the annual report and will be available on the Company’s
website and the NSM as per the above with respect to the annual report.

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.



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