REG - Investacc Group Ltd. - Final Results 2024 and Q1 2025 Trading Update
24/04/2025 07:02
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RNS Number : 9465F Investacc Group Limited 24 April 2025
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LEI: 2549008KZ7HM27V4O637
24 April 2025
InvestAcc Group Limited
Announcement of results for the six months ended 31 December 2024 and trading
update for Q1 2025
InvestAcc announces strong trading for the year to 31 December 2024, following
the completion of its first acquisition and announcing its second
transformational transaction in Q1 2025, establishing a robust foundation for
future growth.
InvestAcc Group Limited ("InvestAcc", the "Company" or, together with its
subsidiaries, the "Group"), a leading UK specialist pension administrator, is
pleased to present the report and audited financial statements (the "Financial
Statements") for the six month period to 31 December 2024.
During the six month period the Company completed the acquisition of InvestAcc
Holdings Limited ("InvestAcc Ltd"), an award-winning provider of self-invested
personal pension ("SIPP") and small self-administered scheme ("SSAS") services
in the UK.
While the Company has owned the InvestAcc Ltd business since 9 October 2024,
InvestAcc trading data in the relevant section is presented for the six month
period to 31 December 2024. This is consistent with the accounting period in
these financial statements and is intended to provide clearer information to
shareholders relating to underlying performance of the acquisition.
Mark Hodges, Executive Chairman of InvestAcc Group, commented:
"We are pleased to present these financial results which, for the first time,
include 3 months' trading performance of InvestAcc Ltd, evidencing our market
position as one of the UKs leading SIPP and SSAS administrators.
Q1 2025 has also been an exciting time for our organisation, with the
announcement of the acquisition of the Platinum SIPP and SSAS businesses from
AJ Bell at the same time as experiencing strong organic growth.
With these foundations, we look forward to continuing our consolidation
strategy, building a leading specialist pension administrator with a
high-quality integrated business and a focus on excellent customer outcomes."
3 Year Pro Forma Trading Summary for InvestAcc Ltd
Given the change in year end date and the mid period completion of InvestAcc
Ltd, we have produced unaudited three year pro forma trading summaries to
provide clarity and year on year comparable business performance trends.
InvestAcc Ltd continued to perform strongly in the 12 months ended 31 December
2024:
• Revenues increased 16.3% to £10.5m (FY23: £9.0m)
• Trading EBITDA growth of 15.7% to £4.2m (FY23: £3.7m)
• 17.7%(( 1 )) SIPP organic customer growth
• Trading EBITDA margin maintained above 40% through continued
operational excellence
• Customer service quality levels 98.4% evidencing a continued focus
on customer outcomes
• Recognition at key industry awards including the Defaqto Gold
Award for Pension Service 2025
£m FY22 FY23 FY24 FY24 YoY %
Pension Administration 3.9 4.6 5.4 18.0%
Financial Advice 2.2 2.2 2.4 10.8%
Appointed Representative 1.0 0.9 0.9 (1.7%)
Treasury 0.7 1.3 1.8 32.0%
Total Revenue 7.8 9.0 10.5 16.3%
Operating costs (5.0) (5.3) (6.2) 20.6%
Trading EBITDA 2.8 3.7 4.2 15.7%
Group costs (1.4)
Group EBITDA 2.8
Trading EBITDA margin 35.9% 40.7% 40.5% (0.5%)
Group EBITDA margin 27.1% -
Client retention 96.6% 95.1% 96.4% 1.4%
Service quality 98.5% 96.1% 98.4% 2.4%
No. of SIPPS (period end) 8,740 10,177 11,974 17.7%
6 Month P&L for the period ended 31 December 2024
The Group's trading data in this section is presented for the six month period
to 31 December 2024. The P&L shows the audited revenue and costs for
InvestAcc Ltd for the period 9 October - 31 December 2024, and audited costs
for the Group for the full six month period.
• £2.5m revenue and £0.9m trading EBITDA, in line with
expectations
• Group operating loss of £2.2m includes £0.5m
depreciation/amortisation and £1.6m acquisition and integration costs
• Strong balance sheet with regulatory capital coverage 295%
• Cash after minimum regulatory capital £11.0m
• Deferred consideration of £6.2m paid in Q1 2025
£m H2 24
Pension Administration 1.3
Financial Advice 0.6
Appointed Representative 0.2
Treasury 0.4
Total Revenue 2.5
Operating costs (1.6)
Trading EBITDA 0.9
Group costs (1.0)
Group EBITDA (0.1)
Exceptional items:
Acquisition costs (1.5)
Integration (0.1)
EBITDA (1.7)
Depreciation and Amortisation (0.5)
Operating Loss (2.2)
Q1 2025 Trading Summary and Corporate Activity
We are pleased to report that the underlying business has performed well in Q1
2025 vs Q1 2024, during a period of significant activity.Total customer growth
20.6%
· Revenue growth 19.3%
· Successful platform upgrade to Delta Platinum Pro, migrating all
SIPP customers and over 9.5m data points
· Announced the acquisition of the Platinum SIPP and SSAS
businesses from AJ Bell for a maximum consideration of £25m, expected to
complete in H2 2025 and projected to add over 3,500 customers.
· The Group has entered into a strategic relationship with
Kartesia, a European asset manager specialised in private corporate lending,
initially to fund the consideration for AJ Bell's Platinum SIPP and SSAS
business and to act as a strategic partner for future M&A alongside equity
funding.
Outlook
Inheritance Tax - SIPPs remain one of the most tax effective retirement
savings products, and tax year end 2025 has been our most successful in terms
of new business volume. Pension Administrators are subject to legislative
consultation regarding their role in IHT calculation, though we have not seen
any changes in customer or adviser behaviour and do not currently anticipate
any wider impact on our business model.
Fees - Underlying product fees have not been changed for the last five years.
Management has undertaken a thorough market review across the various product
types following which fees will be increased at the product plan anniversary
date, commencing in H2 2025. The full annualised effect of these changes will
not be felt until 2026. The products have been benchmarked and will remain
highly competitive.
Treasury Function - The Group is making a strategic investment into developing
a high quality Treasury Function. This is important for customers, ensuring
that we can maximise the return on cash balances, which will then be shared
with customers on a fair basis. The full year benefit of this is not expected
to be felt until 2026. For the Company, this function will deliver sustainable
high quality earnings and requires a one off exceptional investment of c£1m.
We expect this to be implemented in H2 2025 and costs will broadly equate to
H2 2025 revenue benefit.
M&A - The Board remain positive around the wider M&A pipeline. The
credibility, experience and momentum driven by the Groups first two
acquisitions has re-enforced the strength of the potential pipeline.
Opportunities remain in all three target categories: specialist providers,
life companies, and platforms, with over 100 providers in a fragmented market.
Valuation expectations remain in the range of 5-8X EBITDA on a pre-synergy
basis.
Enquiries:
Company Secretary: + 44 (0) 207 004 2700
Antoinette Vanderpuije
Camarco (PR Adviser): + 44 (0) 203 757 4980
Ed Gascoigne-Pees / Phoebe Pugh
KK Advisory (IR Adviser): + 44 (0) 207 039 1901
Kam Bansil
Panmure Liberum Limited (Corporate Broker): + 44 (0) 203 100 2000
Chris Clarke / Ed Thomas
Zeus Capital Limited (Corporate Broker): + 44 (0) 207 220 1666
Harry Ansell / Katy Mitchell
Chairman's Statement
Introduction
We are delighted to present the report and audited financial statements (the
"Financial Statements") for the six month period to 31 December 2024, for
InvestAcc Group Limited (the "Company") consolidating the results of the
Company and its subsidiaries (the "Group").
During the six month period the Company completed the acquisition (the
"Acquisition") of InvestAcc Holdings Limited ("InvestAcc"), an award-winning
provider of self-invested personal pension ("SIPP") and small
self-administered scheme ("SSAS") services in the UK. In order to finance
the acquisition, the Company successfully raised £30 million with
institutional investors, demonstrating support for our strategy.
Following the Acquisition, the accounting reference date for the Company was
changed from 30 June to 31 December, resulting in a shortened accounting
period of 6 months, with the results of the acquired entity being included for
the period from 9 October to 31 December 2024. The comparative period
presented in these Financial Statements is for the year to 30 June 2024.
Group strategy and market opportunity
Our initial focus for growth is on the SIPP segment as we believe that the
current market backdrop lends itself to a growing self-invested pensions
market. The key drivers to market growth are:
1. Changing population and demographics
In 2023 there were 21 million people aged 55 and over in the UK, and the
number of people aged 65 to 79 is predicted to increase by 30% to over 10
million in the next 40 years(3).
2. Trapped and concentrated wealth
The value of UK household wealth was estimated at £10.9 trillion in 2023(4),
with 42% concentrated in pension assets and 36% in property. In 2020, average
UK household wealth for those aged 55 to 64 was nine times higher than for
those aged 25 to 34(5).
3. Increasing family reliance
In 2023, 57% of UK mortgaged first-time buyers received support from their
families. This support is expected to total £30 billion between 2024 and
2027(6).
4. Inter-generational wealth transfer
The Directors expect to see an unprecedented level of inter-generational
wealth transfer in the coming decades. On a global basis, almost 680,000
individuals with over $5 million in net worth will transfer $18.3 trillion in
combined wealth by 2030, with approximately £7 trillion passing between
generations in the UK(7).
5. Regulatory pressure in the UK SIPP market
A push for higher levels of consumer duty and consumer care, as well as vendor
needs are driving the UK SIPP sector to actively consolidate. Life companies
and platforms account for over 80% of the "Simple" SIPP market, but the "Full"
SIPP market - serviced by specialist firms - is much more fragmented. The top
five UK SIPP administrators account for just 46% of total assets under
administration ("AuA") and 40% of total plans. The market leader has just 12%
of total AuA, with over 25 firms operating in the market.
3 Centre for Ageing Better, "The State of Ageing 2023-24"
4 Office of National Statistics, "National balance sheet estimates for the UK:
2024"
5 Social Mobility Commission, "State of the Nation: Level of Wealth",
September 2023
6 Savills, "Bank of mum and dad", 16 August 2024
(7 Wealth-X, "Preservation and Succession: Family Wealth Transfer 2021")
The fragmented supply side of the SIPP market creates a structural opportunity
for inorganic growth. We intend to deliver our strategic goal through a
combination of focussed M&A and strategic partnerships, facilitated
through the acquired InvestAcc operating group.
Acquisition of InvestAcc
We believe that the InvestAcc operating group provides the optimal strategic
platform to create value through a SIPP "buy and build" strategy. The business
benefits from being a leading UK personal pension administrator, having a
proven track record of delivering exceptional customer service, scalable
operations and infrastructure, a strong financial profile and a sustainable
organic growth trajectory.
InvestAcc is a business with a loyal and growing customer base. With a greater
focus on savings, changing demographics and a growing opportunity presented by
the inter-generational wealth transfer referred to above, the pensions
administration industry plays an important role in securing financial
independence and security for customers over the long term.
I am delighted to formally extend a warm welcome to the talented team of over
100 employees at InvestAcc, with whom we have worked closely since the
Acquisition completed in October 2024. As set out in the CEO report below, the
InvestAcc team have already demonstrated their expertise, passion and
commitment, having been recognised again for the high-quality service they
deliver. All of the management team, including the founder, have remained
within the business since completion, with the business remaining in Carlisle,
and we look forward to working with the whole team as we execute our strategy.
Delivering our Buy And Build strategy
In the period since the completion of the Acquisition on 9 October 2024, the
acquired operations of InvestAcc have performed well, continuing to deliver on
their planned growth targets in terms of revenue, number of pension schemes
and assets under administration, and with customer retention rates continuing
to exceed 96%. Further details are included in the CEO Report below.
We remain focussed on our goal to create the UK's leading specialist pensions
administration business in the public markets. We have continued to develop a
strong pipeline of acquisition targets to build on the excellent platform
provided by InvestAcc. We have identified a number of further SIPP acquisition
opportunities which have been developed through the Directors' deep industry
ties and reputation. Management are in active discussions with vendors in
respect of numerous potential targets under NDA and could deliver significant
inorganic AuA and customer growth in 2025 and 2026. The Board are in regular
dialogue with vendors and their advisers, often on a bilateral rather than
competitive basis.
In March 2025 we were delighted to announce our second major acquisition, AJ
Bell's "Platinum" SIPP and SSAS business ("Platinum"). The Platinum business
provides bespoke, high-quality pensions expertise and SIPP and SSAS
administration to high net worth ("HNW") customers. At the end of 2024 the
business had assets under administration of £3.2 billion across 3,562
accounts, and a HNW client base reflected through an average SIPP account size
of approximately £670k. This transaction is expected to complete in the
second half of 2025 following the migration and integration of the Platinum
clients onto InvestAcc's platform, strengthening our position as a market
leader in "Full" SIPP pension administration. The acquisition will be funded
through a new, £25 million credit facility from Kartesia, a specialist
provider of capital solutions. This facility also has the ability to scale and
support the wider Group acquisition strategy in future.
Governance and Board appointments
To support our "buy and build" strategy we committed to significantly enhance
the Company's Board and governance arrangements. I am pleased to report that
shortly following completion of the Acquisition we recruited three highly
experienced independent Non-Executive Directors ("INEDs"), one taking the
position of Senior Independent Director ("SID"). We have adopted the UK
Corporate Governance Code and established five Board committees: Audit
Committee, Risk Committee, Remuneration Committee, Nomination Committee and
Disclosure Committee.
We also strengthened the management team in 2024 through the appointment of
both a Chief Risk Officer ("CRO") and Chief Commercial Officer ("CCO").
Pages 27 and 28 of this report sets out information on the Company's
directors, including a brief overview of their skills and experience.
In pages 21 to 26 of this report, an overview of the Company's governance
arrangements is set out, including an explanation of areas of non-compliance
with the UK Corporate Governance Code.
Pages 29 to 37 include a report from each of the Board committees, setting out
their roles and responsibilities, an overview of the activities they have each
undertaken in the short period since their establishment, and a description of
their areas of focus for 2025 and beyond.
More recently, the Company has announced the appointment of Vinoy Nursiah as
Group Chief Financial Officer ("CFO") and an Executive Director. Vinoy joined
the Group on 1 April 2025 and brings a wealth of experience to the role, with
a proven track record of driving financial performance, operational excellence
and strategic transformation. He will be instrumental in supporting the
Company's ambitious growth plans through both organic growth and further
M&A. Vinoy was previously CFO at Kingswood Holdings Limited, a publicly
quoted wealth management business, and before that was CFO at CSC Global
Financial Markets, a global provider of specialised administration services.
Vinoy will assume responsibility for the Group's overall financial strategy,
performance and reporting. Working alongside the rest of the Board, he will
play a pivotal role in shaping and delivering the Group's strategic
objectives, ensuring our financial strength and operational agility. In the
interim period until Vinoy commenced his role, the Company appointed Marcus
Holburn as interim CFO who has supported the Board of Directors by overseeing
the Group's financial operations and supporting the annual financial reporting
process.
Environmental
We are cognisant of the importance of building an environmentally sustainable
business and remain committed to developing a comprehensive ESG strategy that
aligns with our business values, the expectations of our
stakeholders, and the evolving regulatory and societal landscape. Having only
completed the acquisition of InvestAcc in October 2024, we are at the start of
this journey, and are currently considering how environmental factors may be
incorporated into our longer-term business planning.
Looking forward
With a greater focus on savings, changing demographics and a growing reliance
on the family, the pensions administration industry plays an important role in
securing financial independence and security for customers over the long term.
Completing the Acquisition of InvestAcc provides us with an excellent platform
from which to continue to execute our "buy and build" strategy. With strategic
appointments to both the Board and operational team, and a strong pipeline of
acquisition opportunities, we are well positioned to move at pace.
As we look forward to the opportunities and challenges ahead, I want to thank
our shareholders, customers, employees and our wider team of advisers for all
their support and hard work over the last six months. Together we are well
positioned to continue to execute our strategy.
Mark Hodges
Chairman
23 April 2025
CEO Statement
Introduction
The past year has been transformative for the Group, having completed the
Acquisition of our platform business InvestAcc, and made a number of key hires
across our executive and senior management team. This report highlights our
achievements and operational milestones as we look ahead to executing our
strategy, to become the UK's leading specialist pensions administration
business.
Strategic progress
We completed the Acquisition of InvestAcc on 9 October 2024. InvestAcc was
founded in 1992 by CEO Nick Gardner as DHC Brokers Ltd. The business is now a
leading UK personal pension administrator, having a proven track record of
delivering exceptional customer service, scalable operations and
infrastructure, a strong financial profile and a sustainable organic growth
trajectory. All of the management team, including the founder, remain with the
business.
InvestAcc has two principal subsidiaries, InvestAcc Pension Administration
Limited ("IPA") and Vesta Wealth Limited ("Vesta").
IPA offers SIPP and SASS products distributed primarily through Independent
Financial Advisers ("IFAs") throughout the UK, with over 1,000 supporting
advisers. With the exception of UK fixed term deposit accounts, IPA does not
accept any new non-standard assets into any of its schemes. IPA's flagship
plan is the "Minerva SIPP", which is a full SIPP allowing investment in any
permitted standard asset. The "SIPP Lite" scheme is a lower cost, simpler SIPP
and allows investment in a single investment, such as a discretionary fund
manager portfolio plus a bank account.
Vesta is a Chartered Financial Planner that offers holistic advice to a wide
range of customers. It provides initial and ongoing advice under service
agreements with over £450 million of AuA.
InvestAcc has capacity within its current offices, employees and back office
functions to absorb further bolt-on acquisitions with limited follow-on
investment. We have identified and engaged with further potential acquisition
targets and are actively building our pipeline of opportunities with initial
focus on those transactions that are both attractively priced and
operationally deliverable.
Key management hires
During the period we've made a number of senior management appointments,
including the appointment of Allan Dibble as CCO and James Keely as CRO.
As CCO, Allan is responsible for leading M&A and integrations for
InvestAcc Group. He brings over 20 years' experience in post-merger
integration and strategic transformation in financial services, primarily in
the life insurance, savings and retirement sectors. As CRO, James leads the
Group's risk, governance and regulatory work, leveraging his experience within
the financial services sector.
As we transition into the new phase of growth, we will build out a target
operating model that supports our ambitious growth plans. The Group continue
to work closely with the InvestAcc team in Carlisle to support the business in
delivering yet further organic growth and continuing to deliver exceptional
customer service. Therefore, in addition to the recruitment of Allan and
James, we have also made a number of other key hires across our central
management team who have joined the business in recent months. These
appointments further strengthen our central management team, providing us with
the experience, expertise and capacity to deliver on our strategy.
Business highlights
InvestAcc has continued to perform strongly since its acquisition by the
Company in October 2024. The number of active pension schemes reached 12,467
at the end of December 2024, an increase of 8.3% in the six month period, with
AuA of £5.4 billion at the same date. More details are included in the
Management Report.
Market Recognition & Achievements
InvestAcc received market recognition of the high-quality service provided to
its clients, with InvestAcc having its most successful year to date at the ILP
Moneyfacts Awards 2024. InvestAcc won both the Moneyfacts' Best SIPP
Provider award for the fifth time, as well as winning the Best Pension Service
provider award for the fifth year running. InvestAcc was also awarded Highly
Commended in the category of Service Beyond the Call of Duty.
This service quality underpins the focus of the Company as it seeks to execute
its "buy and build" strategy.
The high-quality service InvestAcc provides its clients was further recognised
in November when InvestAcc won five stars at the Financial Adviser Service
Awards 2024. This was the seventh year, out of the last eight years, where
InvestAcc has a received a five-star service award at the Financial Adviser
Service Awards. These awards demonstrate the strong customer focus at the
heart of InvestAcc's purpose and culture.
Market and industry overview
As the Chair has noted above in his report, there are many attractive
acquisition opportunities available to the Company. Regulatory focus on
customer outcomes supports the consolidation of non-core books of business
where exceptional customer service can be delivered through the provision of
appropriate systems, controls and compliance oversight. The historic
fragmentation of individual providers and, in many cases, smaller, owner
managed businesses, provides an opportunity for us to retain our customer
centric focus whilst utilising a more centralised operational infrastructure.
We are excited by the nature and extent of opportunities that sit firmly
within our M&A universe, and we look forward to sharing more detail with
shareholders over the coming months.
Summary and outlook
The last six months have seen the business transition from a conceptual
strategy to an operating business with clear ambition and strategic
opportunity. I am genuinely proud of what the Group has achieved and would
like to take this opportunity to thank the entire team, including all of the
InvestAcc staff, for their hard work and commitment in achieving what we have
to date. This is however the beginning for the Group. Looking ahead, we are
now focused on ensuring that we can deliver our ambitious growth plans and
build the Group's operational capabilities, enabling us to succeed for the
benefit of our customers and shareholders.
Will Self
CEO
23 April 2025
Management Report
Financial performance in the period
Prior to the Acquisition of the InvestAcc business on 9 October 2024, the
Group was a cash shell and was not revenue generating. The Company has not
owned the InvestAcc business for the entire six-month period to 31 December
2024 and therefore trading data in this section is presented for the period
from 9 October 2024 to 31 December 2024. This is consistent with the
accounting period in these financial statements and is intended to provide
clearer information to shareholders.
Revenue and Profitability:
The Group's income totalled £2.5m in the six months to 31 December 2024 (year
to 30 June 2024: nil). This was entirely generated by InvestAcc in the short
period from the Acquisition to the period end. Pension administration services
and wealth management fees accounted for 54% and 23% of total income,
respectively.
The Group's earnings before interest, tax, depreciation and amortisation
("Group EBITDA") in the period amounted to a loss of £0.1m (year to 30 June
2024: loss of £3.9m). InvestAcc's trading contribution to Group EBITDA for
the period ("Trading EBITDA") was a profit of £0.9m.
The Group incurred non-recurring, exceptional costs of £1.6m in the period
relating to the Acquisition and Integration of InvestAcc and development of
the Group function, and depreciation and amortisation charges of £0.5m in the
period, primarily relating to the intangible assets associated with the
Acquisition. These are classified as Administration Expenses in the Group's
Statement of Comprehensive Income. After deducting these items, the Group
generated an operating loss of £2.2m in the period (year to 30 June 2024:
operating loss of £3.9m).
The table below shows each of the items described above.
Component Definition Six months to 31 December 2024
Trading EBITDA Core EBITDA from ongoing, underlying pension administration and associated £0.9m
services
Only includes period post-Acquisition
Plc Costs Corporate costs of the listed vehicle, including governance, investor (£1.0m)
relations and staff costs for group functions
Group EBITDA Trading EBITDA less Plc Costs (£0.1m)
Integration Costs Costs incurred to integrate acquired businesses (£0.1m)
Acquisition Costs Fees and one-off costs associated with executing M&A transactions (£1.5m)
EBITDA Group EBITDA less the sum of Integration Costs, Acquisition Costs and any (£1.7m)
other exceptional items
Depreciation and amortisation Charges for depreciation and amortisation, including the amortisation of the (£0.5m)
intangible assets associated with the Acquisition
Operating profit / (loss) EBITDA less depreciation and amortisation (£2.2m)
Customers and Assets Under Administration:
The Group's pension scheme AuA at the period end totalled £5.4 billion, this
represents an increase of 10.8% in the six months to 31 December 2024.
The growth in AuA has been driven by steady increases in our customer base.
The number of InvestAcc's active SIPP and SSAS schemes increased by 951 (8.3%)
in the period, to 12,467 as at 31 December 2024.
Customer retention rates have remained strong during 2024, at a rate of 96.5%
for InvestAcc's SIPP product in the six-month period to 31 December.
InvestAcc's service quality scores for all SIPP and SSAS schemes were 98.5%
over the same period, reflecting InvestAcc's ongoing focus on providing
excellent service to its customers.
Funding and Liquidity:
The Acquisition was partly funded via a £30 million institutional placing and
subscription (effective 4 July 2024) and the issue of 6,150,911 ordinary
shares ("Consideration Shares"). In addition to this, the remaining
consideration was to be delivered through a deferred cash payment of
£6,150,911, of which £6,150,911 has been paid since 31 December 2024 as
detailed in Note 33.
The Group maintains a strong liquidity position, with cash and cash
equivalents of £13.4m at 31 December 2024 (30 June 2024: £6.5m).
Capital and Reserves
As mentioned above, the Company raised £30 million from institutional placing
and subscription in the period. Shareholder Funds grew from £1.8m at 30 June
2024 to £40.3m at period end.
The Group's regulatory capital reserves for its regulated subsidiaries are
continually monitored. At 31 December 2024, in aggregate, surplus capital
balances in the Group's regulated entities amounted to 295% of the capital
requirement.
Key Performance Indicators
The Group uses Key performance Indicators ("KPIs") to measure and report
progress against our strategic objectives. These KPIs are reviewed at least
annually, and the primary measures are shown below.
Group KPIs are shown here for the 6 month period to 31 December 2024.
Comparative numbers are shown for the preceding 12 months to 30 June 2024, to
align with the mandatory prior period disclosure in the Group financial
statements.
Group KPIs Six months to Year to
31 December 2024 30 June 2024
Total revenue £000s 2,532 Nil
Operating (loss) / profit £000s (2,242) (3,909)
Basic earnings per share £ 0.0298 (0.2339)
Net cash flow from operating activities £000s (3,368) (2,315)
Regulatory capital coverage* 295% n/a
*Average of the surplus capital in the Group's regulated entities, above the
regulated capital requirement, at the period end date.
The Group also uses Trading KPIs to monitor InvestAcc's operational
performance, these are shown below.
Whilst the Company has owned InvestAcc since 9 October 2024, trading KPIs are
shown here for the six-month period to 31 December 2024, which is consistent
with the accounting period in these financial statements, and with
pre-acquisition, comparator data for the preceding six months. This intended
to provide clearer information to shareholders.
Trading KPIs 6 months to 6 months to
31 December 2024 30 June 2024
Assets Under Administration £000s** 5,396 4,872
Number of active pension schemes** 12,467 11,516
Customer retention 96.5% 96.4%
Service quality** 98.5% 96.1%
** SSIP and SSAS schemes at period end.
Treasury
The Group has adopted a treasury policy which is designed to maintain a strong
liquidity position for its operational and growth requirements whilst also
optimising the return on surplus funds. The treasury policy includes measures
to mitigate financial risks, such as interest rate risk and credit risk, by
diversifying investments and using financial instruments prudently. The policy
is designed to ensure the Group meets legal and regulatory requirements in
respect of capital and liquid assets.
In 2025 the Group has committed to a significant investment in its treasury
capability. This will provide improved returns as well as operational
efficiencies, for the benefit of the Group and its customers.
Dividends
The Board recognises the importance of dividends to investors, both as a key
component of shareholder value creation and as a discipline on the business of
the Company and the Group. The Company intends to adopt a progressive dividend
policy at a time that the Group has capital available to return to
shareholders.
The Acquisition was completed on 9 October 2024 and in March 2025 the Group
has also announced the Acquisition of AJ Bell's Platinum book. The Group
therefore plans to invest surplus capital to complete the Acquisition and
integration of these businesses, in organic growth and further acquisitions in
the coming months. The Board will continue to consider the retention of
sufficient capital for investment in the Group's ongoing growth, before
announcing a dividend policy and proposing any dividend payment.
Statement of Going Concern
These Financial Statements have been prepared on a going concern basis, which
assumes that the Company and the Group will be able to continue their
operations and meet their liabilities as they fall due. The Directors have
considered the financial position of the Company and the Group, and have
reviewed forecasts and budgets for a period of at least 12 months from the
date of approval of these Financial Statements.
The Directors have considered the impact of the proposed acquisition announced
of the AJ Bell Platinum book in March 2025, including the associated funding
and its impact on the Group's future liabilities and cash flows. Should
completion of this acquisition occur as planned, the Group has sufficient
resources to complete the Acquisition and operate the enlarged Group. Should
completion of this acquisition not occur, the Group has sufficient resources
to continue delivering its strategy through other M&A opportunities.
At 31 December 2024 the Group had net assets of £40.3m (30 June 2024: £1.8m)
and cash balances of £13.4m (30 June 2024: £6.5m).
The Directors have also considered the macro environmental factors impacting
the UK economy and the Group's target market, in making their assessment of
the Group's ability to continue as a going concern.
Based on their review, the Directors believe it is reasonable to expect the
Company, and the Group, will be able to continue operations and meet their
liabilities as they fall due. The Directors have concluded that there are no
material uncertainties related to the going concern status of the Company or
the Group and therefore these Financial Statements have been prepared on a
going concern basis.
Viability Statement
In accordance with provisions of the UK Corporate Governance Code, the
Directors have assessed the prospects of the Company and the Group over a
three-year period. This assessment has been made taking into account the
current position of the Group, the principal risks facing the business, and
the effectiveness of any mitigating actions. This assessment has been made
with reference to the Group's strategy, cash flow forecasts and financial
position, as well as its ability to meet both short-term and long-term
liabilities.
The Directors believe that the Group is well-positioned to continue operations
over the next three years. Key factors influencing this conclusion include:
· Balance sheet strength: the Group has a strong balance sheet with
adequate liquidity and cash reserves.
· Robust business model: the Group has a well-defined strategy
supported by a compelling market opportunity.
· Risk mitigation strategies: the Group has identified and is
actively managing its key risks, including financial, operational, and market
risks.
· Stress testing: the directors have performed scenario analyses
and stress tests, considering severe but plausible adverse conditions. In
these scenarios the Group maintains its ability to meet its obligations as
they fall due.
Based on this assessment, the directors have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as they
fall due over the period of their assessment.
Risk Management
Risk culture
There is a strong risk aware culture across the Group, which is based on open
communication, transparency, informed decision making, leadership and clear
accountabilities.
The Group takes a proactive approach to risk management with processes that
are embedded within the organisation. These are supported by a strong
compliance function which communicates, advises and supports the business in
applying the risk and compliance framework and supporting policies and
procedures. This includes developing and implementing computer-based
training and in-person training, where appropriate. Consumer Duty has been
embedded across the business, ensuring that consistently positive customer
outcomes remain integral to all processes.
Risk appetite
In order to support our growth plans, the Group's risk appetite framework will
be enhanced to provide further comfort that key risks are identified,
monitored and controlled. This will help to ensure that the Board remains
actively engaged, and will outline the boundaries of acceptable risk taking
for each risk category and highlight where there is a greater or lesser
appetite for risk. This includes acceptable limits within which the Group will
operate, with the aim of achieving its corporate objectives, with
corresponding controls and key risk indicators.
Governance
The principal risks faced by the Group have been fully assessed and form part
of the comprehensive group risk register, which is reviewed and updated by the
Risk Committee at each meeting and summaries presented to the Board as
required. The risk register sits alongside the risk and compliance oversight
activity, which is reported to monthly governance meetings, the Risk Committee
and to periodic Board meetings. Appropriate controls and mitigating actions
have been identified and are tracked through the governance meetings. Where
further actions are identified, they are tracked by management through to
completion.
Risks and uncertainties (including emerging risks)
The Board is committed to further enhancing the Group's risk management
framework in order to support the strategic plans for growth. This will ensure
that the business continues to identify new and emerging risks and put in
place an effective mitigation activity.
Whilst we are proactive in identifying emerging risks and changes to the
profile of existing risks, there remain a number of potential risks to
the Group that could impact the ability to successfully deliver the Group's
strategy. Emerging risks are primarily identified through horizon scanning
from an external perspective and customer and staff engagement internally.
Once potential risks are assessed, mitigating actions are agreed and, where
appropriate, these risks are added to the risk register and tracked through
the governance structure. The principal risks and uncertainties facing the
Group are outlined below, along with the mitigating actions and controls.
Risk category Key Risk Mitigating actions and controls
The Group may be unable to obtain the additional funding needed to implement Sustainable and managed growth through M&A is a critical element of the
its organic and inorganic growth strategy. growth strategy for the business. The business intends to seek additional
Strategic risk sources of financing (equity and/or debt) to implement its strategy and has
recently secured a committed acquisition facility from Kartesia. The facility
will be used to finance the recently announced AJ Bell Platinum acquisition,
with further ability to scale and support the wider Group acquisition strategy
in future. This is complemented by a programme of enhancements to support
organic growth and existing customers through regular reviews of the
proposition, service and pricing.
There is a risk that a significant regulatory change may be introduced that The Group undertakes horizon scanning on an ongoing basis to ensure all
would have a detrimental impact upon the business model of the Group. In legislative and regulatory change is assessed and highlighted to the Board for
Legal & Regulatory risk addition, if unexpected regulatory or legal changes are introduced at short consideration. The Compliance team are responsible for overseeing all aspects
notice, or if the implementation of regulatory change is not managed in an of regulation and the introduction of regulatory changes. This is supported by
effective manner, this could impact the capital and regulatory position of the the implementation and management of relevant policies and procedures and
Group in the short term. maintaining an effective risk and control environment.
Risk category Key Risk Mitigating actions and controls
People risk: The risk that the Group fails to attract, retain and develop key A continuous schedule of steady recruitment has been in place for some time to
employees and there is inadequate experience or resource. This could impact support organic growth and to allow sufficient time for training. In order to
Operational risk service and lead to poor customer outcomes and reputational damage. support the plans for further M&A activity, the Group has enhanced its
recruitment processes further in order to attract the best possible talent.
Conduct risk: The risk that the Group's actions or culture does not support Delivering great customer outcomes is fundamental to our purpose and culture.
the fair treatment of customers. The customer is central to any changes and enhancements that we make, and this
is further evidenced through our approach to Consumer Duty and the associated
standards and metrics.
Information security risk: The risk of an incident that affects systems or the We continually review our information security with our third-party suppliers
infrastructure (including third party) and leads to customer harm, a loss of to ensure data is protected and systems remain secure. To mitigate the
data or reputational damage. third-party supplier risk, the Group conducts due diligence and monitors
performance.
Customer investment risk: The risk that higher risk customer investments fail, The Group allows Commercial Property investment, but only certain standard
causing consumer harm, claims against the Provider and reputational categories are permitted, and the property management is subject to a robust
damage. control framework. Non-Standard Assets ("NSA") are no longer permitted and
only an extremely limited number of customers hold legacy NSA.
Financial crime risk: The risk that customers and/or the Group are a victim of The Group operate extensive controls to mitigate the risk of financial crime,
financial crime, including anti-money laundering, terror financing, cyber including thorough policies, procedures, due diligence, screening and training
crime and fraud. (at outset and ongoing).
Advice risk: The risk that the Financial and/or Investment advice provided by Whilst there is inherent market risk, we operate extensive controls and
Vesta Wealth Ltd or InvestAcc Ltd leads to customer harm, claims against the oversight to mitigate the risk of poor advice. Defined Benefit transfer
business and reputational damage. advice is only provided by Vesta Wealth and in limited circumstances and the
vast majority are excluded as unsuitable at the initial triage stage. An
independent third-party compliance firm also checks all files prior to
completion of the advice process. Investment advice does not extend to
high-risk investments.
Risk category Key Risk Mitigating actions and controls
Inflation Risk: Inflation risk is the risk that the value of the Group's We manage this risk through regular reviews of our revenue streams and
assets and revenue streams will be eroded by inflation. customer charges.
Financial risk
Market Risk: Market risk arises from fluctuations or volatility in capital For the pension business, market risk is primarily borne by the underlying
markets, interest rates and customer confidence. customers as InvestAcc fees are fixed sterling charges. We manage this risk
across the non-pension business through diversification and by regular
monitoring of market conditions.
The acquisition facility is exposed to interest rate risk if rates
increase. We are planning on a low leverage to mitigate exposure.
Credit Risk: Credit risk arises from the possibility that customers, market We mitigate this risk through contractual agreements with our customers, by
counterparties or banks used by the Group may default on their obligations. setting credit limits, and by conducting thorough due diligence on our
counterparties.
Liquidity Risk: The risk that the Group does not have readily realisable Liquidity risk is managed by maintaining a balance of liquid assets and
financial resources to enable it to meet its obligations as they fall due. monitoring cash flow forecasts, to ensure the Group and its subsidiaries have
sufficient realisable resources to meet their obligations as they fall due.
Internal control framework
The Group maintains a robust internal control framework that encompasses
detailed policies and procedures across all functions, and continuous
monitoring of compliance with regulatory requirements. Our internal controls
are designed to identify and manage risks effectively, to ensure compliance
with applicable laws and regulations, and to provide reliable financial
reporting and operational processes.
The Group's monitoring of KPIs relating to service standards, service
performance, complaint levels and consumer outcomes all support the assessment
that InvestAcc's administrative controls are effective. These KPIs are
reported to and overseen by the relevant subsidiary Boards. Whilst the
existing governance and control processes are proportionate for the current
business, there is a commitment to enhance the risk, governance and control
framework further in 2025 in order to support the Group's growth plans.
The financial control framework includes robust financial policies and
procedures, oversight by the Group of each subsidiary's financial operations
and performance, and continuous monitoring of compliance with regulatory
requirements. Since the Acquisition of the InvestAcc businesses in October
2024, an increased level of third-party day to day accounting support has been
provided. In addition, further financial controls have been implemented in
banking, payroll and management reporting in line with the Group's policies.
As at the balance sheet date we have not identified any material controls
which have not operated effectively and there were no material issues
previously reported.
As highlighted under risks and uncertainties, emerging risks are primarily
identified through horizon scanning from an external perspective and customer
and staff engagement internally. Once potential risks are assessed,
mitigating actions are agreed and, where appropriate, these risks are added to
the risk register and tracked through the governance structure. Given the
information included in this report covering risk management and the Group's
internal control framework, the Board are satisfied that the Group has in
place effective material controls as at the 31 December 2024.
Chairman's introduction to Governance
Introduction
The following pages set out our approach to governance and how the Board and
its committees operated during the six month period to 31 December 2024.
The Directors are responsible for the Company's day to day management, which
includes, among other things, formulating strategy and policies, and setting
and achieving the Company's objectives. Each Director has a duty to the
Company in exercising their powers or performing their duties, to act honestly
and in good faith and in what the Director believes to be in the best
interests of the Company and for a proper purpose. From the date of
appointment of the INEDs on 16 October, the Board established committees to
support the Board. Further details of these committees, their responsibilities
and activities in the period are set out within these Financial Statements.
The Board is responsible for the governance structure of the Company, and we
believe that our clear governance framework enables the Board to operate
effectively and support the delivery of the Company's strategy.
Our Board
We believe it is important that we have the right balance of skills, knowledge
and experience on our Board to lead the Group.
On 16 October 2024, we announced the appointment of three INEDs: Giovanni
Castagno, who has assumed the role of Senior Independent Director, Helen
Copinger-Symes, who has assumed the role of the workforce director, and Martin
Potkins.
These appointments strengthen the Company's governance arrangements and
provide the Board with highly credible and experienced independent Directors
who provide expertise in areas critical to the Company as it seeks to execute
its stated strategy.
On the appointment of the three INEDs, the Board adopted the UK Corporate
Governance Code and established the Board Committees. Further details on our
compliance with the UK Corporate Governance Code is included within the
Governance Report.
Our Culture
The Board is responsible for establishing the Company's culture and assessing
and monitoring how the desired culture has been embedded.
We foster a culture of openness, transparency and trust to facilitate an
environment where ideas, opportunities and challenges are freely and
constructively discussed and where every member of the team is empowered to
contribute to our success. We are driven by achieving our stated strategy
and delivering the best outcomes and services for our customers and all our
stakeholders, including our customers and our shareholders.
During the Acquisition process, we met regularly with the InvestAcc management
team. Throughout these initial interactions, it was clear that InvestAcc's
corporate culture is very much aligned with our own: one of integrity and
focus on delivering the highest quality of service to customers. This is
demonstrated through InvestAcc's exceptionally high customer retention rate
and multiple industry awards.
We believe that our culture provides us with the foundation upon which we will
continue to build as a firm, creating an environment for people to thrive and
whereby we will continue to grow, innovate and excel.
Helen Copinger-Symes in her role as Designated Workforce Director will,
through her interactions with the Board, executive management and the wider
team, better understand how culture is embedded throughout the Group and
provide a conduit to ensure that culture aligns with the Company's strategic
ambitions.
Our Governance Structure
Our governance framework and a clear division of responsibilities enables the
Board to operate effectively, fulfil its responsibilities and provide valuable
oversight.
Whilst the Board reserves certain responsibilities which are set out in the
matters reserved for the Board, day to day management of the Group has been
delegated to the Group Chief Executive Officer, who is supported by the
Executive Committee.
The Board has established five Board committees (an Audit Committee, a Risk
Committee, a Nomination Committee, a Remuneration Committee and a Disclosure
Committee) which operate under Terms of Reference which are available on our
website at:
https://investaccgroup.com/about-us/Corporate-Governance/default.aspx
(https://investaccgroup.com/about-us/Corporate-Governance/default.aspx)
The Composition of these committees is as follows:
I am the Chair of the Board, the Senior Independent Director ("SID") is
Giovanni Castagno, and the Designated Workforce Director is Helen
Copinger-Symes.
The roles and responsibilities of the Chair, the SID, the Designated Workforce
Director, each of the committees, the CEO and management of the underlying
operating business, have been set out in writing and agreed with the Board and
are set out in the roles and responsibilities document which is reviewed on an
at least an annual basis by the Board.
The Disclosure Committee is set up to ensure accurate, timely, and compliant
communication of material information to stakeholders, in compliance with our
obligations under MAR and overseeing the process by which information that is
likely to have a significant impact on the Company's financial instruments is
disclosed publicly.
The roles and responsibilities for each of the Audit Committee, Risk
Committee, Remuneration Committee and Nomination Committee are set out in
pages 29 to 37 of these Financial Statements.
An overview of the roles and responsibilities of the Board, SID, Designated
Workforce Director and Company Secretary are included in the Governance
Report.
My Role as Chair
As the Chair, I provide leadership to the Board, ensuring its effectiveness
and alignment with the company's purpose, values, and strategy. I set the
Board agenda, with a focus on strategy, performance, and accountability, while
fostering a culture of openness, integrity, and constructive debate.
I oversee the Company's governance framework, ensuring it aligns with best
practices and supports value creation. Through effective leadership of Board
meetings, I facilitate collaboration amongst the directors, and ensure
decisions are well-informed and timely. I also strive to collaboratively
manage relationships with the CEO, other Directors, and key stakeholders,
promoting trust, respect, and mutual understanding.
We are conscious of the need to continue to assess and monitor the composition
of the Board and regularly review and reconsider a skills matrix to ensure
that the Board is fit for purpose for the Group's activities as they are now,
and as they evolve. Once the current Board has worked together for a period
of time, we will consider the best method of assessing Board effectiveness and
areas where Board interactions or composition can be further improved or
enhanced.
Stakeholder engagement is central to the role, and we are committed to
maintaining regular dialogue with shareholders, employees, and other
stakeholders to understand their concerns and ensure their views are reflected
in decision-making.
Looking ahead: 2025 governance priorities
As a Board we are committed to continuing to evolve our governance structure
to best meet the needs of the business as it develops and continues to execute
its strategy. Accordingly, the Board will:
- Continue to critically evaluate acquisition opportunities and seek a
pipeline of highly attractive targets, applying rigour to the assessment of
suitability, diligence, risk and pricing. Ensure appropriate skills,
capacity and experience to successfully integrate the targets identified, and
embed oversight at Board level of the operations of those processes.
- Continue to challenge the composition of the Board as the business
evolves over the coming year to ensure it provides the skills, experience and
expertise required to support the business in its strategy execution.
- Evaluate the Board's performance and look to identify areas to
improve or enhance, be that through information flows, composition or
training, for example.
- Embed the operation of the Board's committees, ensure open and
regular dialogue between the committee Chairs and their executive management
counterpart, enhance the annual cycle of the committees and further enhance
the detail and information flows most relevant to each committee in its
operation.
- Consider, understand and, where required, formalise information
flows required to meet the enhanced disclosure requirements under all
applicable rules and regulations impacting the Company, for example, in
respect of ESG matters, and further develop internal policies and procedures
to support these requirements.
- Encourage open and regular dialogue with shareholders and other
stakeholders to ensure a thorough understanding of the business and its
activities over the coming year.
Roles and Responsibilities
Board
The Board is responsible for promoting the long-term, sustainable success of
the Company through seeking to generate value for shareholders while
fulfilling responsibilities to all our stakeholders. This includes setting the
Group's strategic priorities and monitoring management's performance against
those priorities, setting the Group's risk appetite and ensuring effective
controls are in place, monitoring compliance with corporate governance
principles and upholding the purpose, culture, values, and ethics of the
Company.
SID
The SID supports the Chair and Board, acting as a sounding Board and
intermediary for directors and shareholders. The SID ensures the Chair
considers shareholder views, focuses on succession planning, and leads the
Chair's performance evaluation. They chair meetings without the Chair present,
particularly for appraisals or succession discussions, and are available to
shareholders for unresolved concerns. Giovanni Castagno is keen to develop
relationships with shareholders and engage with them over the coming year.
CEO
The Group CEO has overall accountability for the development and execution of
the Group's strategy in line with the policies and objectives agreed by the
Board, as well as the operational effectiveness and profitability of the
Group. The Group CEO leads the Executive Committee. Will Self has been in
the role of CEO since 6 June 2023 and led the executive team through the
Acquisition and subsequent integration with the Company. Will has driven the
expansion of the executive team, the identification of further M&A
opportunities and development of the enlarged group's culture and values.
CFO
The Group CFO is responsible for the financial affairs of the Group whilst
supporting the Group CEO in the development and execution of the Group's
strategy. James Pearce joined on a fixed term contract and served as CFO of
the Group from 23 May 2024 to 20 December 2024, supporting the Company through
the Acquisition. The Company appointed an interim CFO, Marcus Holburn, for the
period from James' departure until the commencement of the permanent CFO,
Vinoy Nursiah, who joined the business on 1 April 2025.
Company Secretary
Antoinette Vanderpuije is Company Secretary of the Company. The Company
Secretary supports the Board of Directors in ensuring the Company's ongoing
compliance with legal and regulatory requirements, including the Company's
adherence to the UK Listing Rules. The Company Secretary is the primary
advisor to the Board on governance matters, supporting the Company with its
compliance with the UK Corporate Governance Code and the ongoing management of
a corporate governance framework and annual calendar. On a day-to-day basis,
the Company Secretary's responsibilities include organising and minuting
Board, committee and shareholder meetings, maintaining statutory records, and
supporting Directors through inductions and training as well as managing
regulatory filings, market announcements, and insider lists. Additionally, the
Company Secretary provides strategic and administrative support for corporate
transactions, liaises with stakeholders, and ensures the company remains
informed of, and compliant with, evolving legislation and best practices.
UK Corporate Governance Code
The Board is committed to maintaining high standards of corporate governance
and has resolved that the Company will comply with the UK Corporate Governance
Code, so far as practicable, during the period and on an ongoing basis. The
Company has adopted the 2024 UK Corporate Governance Code, which was published
by the FRC in January 2024 and is available at https://www.frc.org.uk
(https://www.frc.org.uk) .
Details and explanations of non-compliance with the UK Corporate Governance
Code are set out below:
The Chair is not independent
Provision 9 of the UK Corporate Governance Code recommends that a Chair should
be independent on appointment. The independence of a Chair is assessed against
criteria set out in Provision 10 of the UK Corporate Governance Code which
includes, amongst other things, whether a Director participates in a company's
share option or performance related pay scheme. On appointment, the Company's
subsidiary issued me with incentive shares pursuant to a long-term incentive
plan ("LTIP") and therefore the Board does not consider me as independent on
appointment.
Remuneration for Non-Executive Directors includes share options
Provision 34 of the UK Corporate Governance Code recommends that the
remuneration for Non-Executive Directors should not include share options or
other performance-related elements. The Company's subsidiary has issued
incentive shares pursuant to its LTIP to myself (as noted above) and James
Corsellis. In the case of James Corsellis, his interest in incentive shares is
held indirectly through his interest in Marwyn's long term incentive vehicle,
Marwyn Long Term Incentive LP ("MLTI").
No discretion in relation to LTIP outcomes
Provision 37 of the UK Corporate Governance Code recommends that remuneration
schemes and policies should enable the use of discretion to override formulaic
outcomes. The terms of the LTIP, as described in note 29 to these Financial
Statements, will result in remuneration being awarded based on pre-determined
formulas, and therefore, there is no discretion in relation to LTIP outcomes.
The Chair of the Remuneration Committee has not previously served on a
Remuneration Committee
Provision 32 of the UK Corporate Governance Code recommends that before
appointment as chair of the Remuneration Committee, the appointee should have
served on a Remuneration Committee for at least 12 months. Helen has not
previously served as a member of a Remuneration Committee, and therefore the
Company is non-compliant with this provision of the UK Corporate Governance
Code. The Board is however satisfied that Helen has the experience and skills
required to perform this role and the Company is supporting Helen in this
position, having also enrolled Helen in a Remuneration Committee workshop and
update session.
Board Effectiveness
The Board is determined to maintain the highest standards in the way we work
and so have committed to undertake an annual assessment of effectiveness. The
Nomination Committee along with the Chair are responsible for putting in place
a formal and rigorous annual evaluation of the performance of the Board, its
committees and individual Directors. Given that the completion of the
InvestAcc Acquisition took place in October 2024, with the appointments of
three INEDs shortly thereafter it has been agreed that the first Board
effectiveness review will take place in Q3 2025. The results of the Board
Effectiveness review are to be discussed at the subsequent meeting of the
Board, and the results of the Board Effectiveness review, alongside the
recommendations and any implemented changes will be outlined in the 2025
annual report.
Induction, training and development
As part of the appointment process of the three INEDs in October, the Chair
oversaw a tailored and detailed induction process. As part of which, each of
the proposed Directors received materials on the Group and attended a day's
induction session which included meetings with the Chair, Executive
Management, Company Secretary and Broker.
We are committed to supporting the continued development of all our staff, and
this includes the Board and executive management team. We have so far arranged
training for Helen, to support with her role as Chair of the Remuneration
Committee.
Board Diversity
We are committed to fostering a diverse and inclusive Board that reflects the
broad perspectives, experiences and skills required to effectively guide our
business and create sustainable value for all stakeholders. Diversity is a key
component of our governance framework, supporting better decision-making while
aligning with our values and stakeholder expectations.
We acknowledge that we have not yet met the recommended targets for Board
diversity as outlined by the FCA, given that our Board is majority male, with
the roles of CEO, CFO, Chair and SID all being held by males and no Directors
being from an ethnic minority, as at the balance sheet date. Vinoy Nursiah is
of Asian and Asian British ethnicity and joined the Board of Directors as CFO
on 1 April 2025. Board and senior management diversity is something that we
are committed to improving over time, and diversity of the Board and the
workforce of the wider group is a matter for review over the coming twelve
months, along with the design of a Diversity Policy as noted in the Nomination
Committee Report on page 34. A Diversity Policy has not yet been put in place,
given the short period of time from the completion of the Acquisition and the
appointment of the INEDs and the period end. Disclosure requirements specified
under UK Listing Rule 22.2.30R(2) are included in the Directors' Report.
The Company had committed to enhancing its governance arrangements and INEDs
to the Board at or around the point of Acquisition. As part of the recruitment
process for these appointments, a skills matrix was prepared, which identified
the strengths and areas of expertise of the existing Board and management team
as well as the skills gaps. This matrix formed the basis of the recruitment
process, which was very much focussed on recruiting Board members who had the
requisite experience, expertise and skills needed to enhance the Board and
support the Company in its strategy execution.
ESG
ESG is the responsibility of the Board, and is included on the Board standing
agenda, to facilitate Board level discussions on a regular basis. The timing
and nature of these discussions is set out on the Board governance calendar.
As mentioned in my Chairman's Statement on page 5, as we evolve, we intend to
build an environmentally sustainable business. We recognise the importance
of having in place a wider ESG strategy and adopting an ESG framework to
enable the Company to provide comprehensive disclosures in this regard. Given
the short period of time since the Acquisition, the Company is very much at
the start of its ESG journey and the Company's ESG strategy is a Board matter,
to be considered at regular intervals over the coming year.
We recognise that under the UK Listing Rules it is expected that listed
companies will have adopted the Task Force on Climate-related Financial
Disclosures ("TCFD") and include climate related financial disclosures
consistent with the TCFD recommendations and provide its recommended
disclosures in the annual report.
Given the very short timeframe since the Acquisition, the Company has not yet
designed its ESG Strategy. As previously noted, the Directors are committed
to doing so, and over the coming year this will be an area for development.
The Directors are aware of the evolving regulatory landscape, and the expected
adoption of the first two standards issued by the International Sustainability
Standards Board ("ISSB") in the UK of IFRS S1: General Requirements for
Disclosure of Sustainability-related Financial Information and IFRS S2:
Climate-related Disclosures.
Communication with Shareholders
It is very important to us that the Board engages with the owners of our
Company. During the year, as part of the fundraise process we undertook a
roadshow and met with the shareholders that subscribed for shares as part of
the placing. The placing was completed through the issuance of shares to
both new shareholders, as well as the issuance of additional shares to a
number of the Company's shareholders that had been invested in the business
since IPO.
The Company will continue to meet and interact with its shareholders during
key points in the reporting process, such as following the release of its
Financial Statements and interim accounts. Giovanni Castagno, in his role as
SID, is also available as needed for discussions with shareholders.
The Company's first annual general meeting ("AGM") will be held prior to 9
April 2026. The Board will attend the AGM, and we are all looking forward to
meeting with our shareholders and using this as an opportunity to hear their
views and answer their questions.
Wider Stakeholder Engagement
The Board is committed to considering not only the immediate interests of
shareholders, but also the interests and impact that the Company may have on
wider stakeholders including:
i. the likely consequences of decisions in the
long-term;
ii. the interests of our employees;
iii. the need to further the Group's business
relationships with suppliers, customers and others;
iv. the impact of the Group's operations on the
community and the environment;
v. the desirability of the Group to maintain a
reputation for high standards of business conduct; and
vi. the need to act fairly.
The Group operates in a regulated industry where customer outcomes are
paramount. Our employees are fundamental to the Group's ability to deliver
the exceptional customer service expected of InvestAcc, and our employees are
supported by the Group's suppliers. The Board understands the
interdependencies of the Group's wider business relationships, is mindful of
the impact the Group has on the community and environment and remains
cognisant of maintaining and continuing to enhance the Group's reputation in
the market based on excellent customer experience.
Our shareholders
The Board believes that by executing our strategy and delivering for our
customers, we can deliver our full potential for our shareholders.
During the period, the Company completed its platform Acquisition, which was
partly funded by a £30 million institutional subscription and placing. As
part of the Acquisition process, the Company's Directors and management
engaged with potential shareholders in respect of the Acquisition opportunity
and longer-term strategy of the enlarged Group. Since the completion of the
Acquisition, the Company has continued to progress its stated strategy, as
disclosed in more detail in the Chairman's Report and CEO Report. The
Directors have communicated with shareholders via RNS announcements and are
available to meet with shareholders as required. The Board is committed to
maintaining regular dialogue with shareholders.
Customers
As disclosed in the CEO Report, our business is recognised for the quality of
service it continues to deliver to its clients year on year as demonstrated by
the awards the InvestAcc business has won. Customer satisfaction and customer
retention are critical to the long-term sustainable prospects of the Group.
Information on customer retention is considered a key performance indicator,
as set out in the Management Report and therefore reported to the Board at
each periodic meeting and recent retention rates remain consistently positive.
The Board continues to be kept informed on how management of the underlying
regulated businesses are embedding Consumer Duty, ensuring that consistently
positive customer outcomes remain integral to all processes.
Workforce
We consider the engagement of our workforce to be a critical element of good
governance, and we want to ensure that we have in place an open and
transparent dialogue with our workforce which enables the perspectives, needs
and concerns of our staff to be part of our Board discussions, and therefore,
considered as part of our strategic decision making.
Following the Acquisition, Group management have met regularly with the senior
InvestAcc team at their offices in Carlisle. Group management have also held
our first town hall with the wider InvestAcc team in person in Carlisle. It
was important for the Group that this be held shortly following the
Acquisition, as an opportunity for management to share the Group's strategy
and vision, as well as meet the staff individually and encourage a forum of
openness and transparency, initiating and encouraging a dialogue between
management and the workforce.
We have recently appointed Helen Copinger-Symes as the Designated Workforce
Director. The Dedicated Workforce Director is to be a bridge between the
workforce and the Board, strengthening the voice of our workforce at Board
level.
Looking ahead to 2025, Helen will engage with the workforce on key areas, such
as the group remuneration policy, and diversity and inclusion as the Company
looks to develop and implement its strategies and policies in these areas.
Regulators
We have an open, constructive and transparent relationship with the FCA. We
also take a proactive approach to ensure the FCA remain informed regarding our
strategy and any potential M&A activity.
Community and environment
The InvestAcc business has developed strong ties to its community. During 2024
they continued to support the local football team in Carlisle and held a
number of charity events raising money for both Macmillan Cancer Support and a
local charity Eden Valley Hospice. As mentioned above, the Company is
committed to building an environmentally sustainable business and intends to
develop a wider ESG strategy and adopt an ESG framework in 2025. As part of
this work, the Company is looking forward to building on and nurturing the
community relationships developed by the InvestAcc team.
Suppliers
Our suppliers are critical to our business and the long-term success of the
Group. We have in place a supplier onboarding process and undertake a periodic
review of our suppliers. During 2025, our supplier onboarding and review
policy will be reviewed by the Risk Committee and enhancements to our
procedures in this area made, in line with our ongoing review and enhancements
to our risk management processes.
Looking forward
The Board is committed to fostering strong engagement with its shareholders.
Looking ahead, the Board will consider and balance, the views and interests
gained through its stakeholder engagement, as well as the need to promote the
long-term success of the Group.
Board and Committee attendance
Since adoption of the UK Corporate Governance Code, and establishment of the
Board committees, the Company held one periodic Board meeting in the period to
31 December 2024, as well as one Remuneration Committee, Audit Committee, and
Risk Committee meeting. 2025 Board meetings are scheduled and diarised, with
a minimum of 8 meetings intended to be held during the year. All Board and
committee meeting members attended the respective meetings.
One Disclosure Committee meeting was also held in the period to 31 December
2024.
A further ad-hoc meeting was held in respect of the Board changes in December
2024 and following discussion with the full board, the formal approvals were
delegated to Mark Hodges and Will Self.
BOARD OF DIRECTORS
Mark Hodges - Chairman Mark has over 30 years' experience across the financial services and consumer
sectors, including extensive FTSE 100 Board experience with Centrica plc and
Aviva plc. He was also CEO of ReAssure (which he sold to Phoenix for £3.25
billion), Centrica's consumer division (including British Gas), Towergate
Insurance, and Aviva UK. Mark is currently the independent Non-Executive
Chairman of the Royal Sun Alliance Insurance Group, a wholly owned subsidiary
of the Intact Finance Corporation.
Date of appointment: 19 June 2022
Committee membership: Nomination Committee (Chair) and Disclosure Committee
(Chair)
Will Self - CEO Will has extensive experience across pension and retirement services sectors.
He was previously Chief Executive Officer of Suffolk Life and Chief Commercial
Officer of Cofunds (both divisions of Legal & General), and subsequently
CEO of Curtis Banks Group plc. During his time at Suffolk Life, Will led one
of the SIPP industry's first consolidation initiatives including the
acquisition of the full SIPP book from Pointon York in 2012, the merger with
Curtis Banks in 2016, and the acquisition of Talbot and Muir. Will is also a
Trustee of the Seckford Foundation and serves as Deputy Chair to the FCA Small
Business Practitioner Panel. He holds an MBA from Cranfield School of
Management.
Date of appointment: 5 June 2023
Committee membership: Disclosure Committee
Vinoy Nursiah - CFO Vinoy brings a wealth of experience to the role, with a proven track record of
driving financial performance, operational excellence, and strategic
transformation. Previous positions include CFO of Kingswood, an AIM-listed
wealth management group with over £10 billion assets under management, CFO of
CSC Global Financial Markets, a global service provider of specialised
administrative services, and Finance Director of SFM Europe, delivering
corporate services to structured finance and securitisation vehicles.
Date of appointment: 1 April 2025
Giovanni (John) Castagno - Senior Independent Director Giovanni has over 45 years' experience of working as an executive and
non-executive with companies such as Legal & General, BUPA, Post Office
Insurance, Tesco Bank, British Gas Insurance and Hastings Direct.
Giovanni is currently Non-Executive Chair of Dignity Funerals Limited,
Honorary Chairman of Wide Group (Italy) and is the Senior Independent Director
and Non-Executive Chair of Risk for Markerstudy Group Holdings Limited.
Date of appointment: 16 October 2024
Committee membership: Audit Committee, Risk Committee (Chair), Remuneration
Committee and Nomination Committee
Helen Copinger-Symes Helen has over 35 years' experience in financial services, initially in fixed
income capital markets, followed by an extensive career in institutional asset
management focusing on investments for UK pension funds. She has worked for
several global investment firms including Deutsche Asset Management, Invesco
Perpetual, AllianceBernstein and State Street Global Advisors, in addition to
a boutique hedge fund.
Helen currently serves as a Non-Executive Director on the Board of Nest
Corporation as well as Chair of the Pension SuperFund Holdings and Pension
SuperFund Sponsor Boards. She is also a Trustee and Chair of the Investment
Committee for DHL (UK) Foundation, overseeing the Foundation's portfolio of
assets.
Date of appointment: 16 October 2024
Committee membership: Audit Committee, Risk Committee, Remuneration Committee
(Chair) and Nomination Committee
Martin Potkins Martin is a highly experienced senior executive with particular expertise in
financial services, specifically life & pensions, general and health
insurance developed over 35+ years. His most recent executive role was as
interim CFO for Bupa where he continues to chair the UK DB pension scheme, and
the Bupa Global subsidiary based in Ireland and serving customers across the
EU.
Martin has significant experience of complex change in a variety of different
scenarios, from established businesses (based in UK and worldwide) impacted by
regulatory change, to acquisitive concerns requiring structural transformation
and cultural change.
Date of appointment: 16 October 2024
Committee membership: Audit Committee (Chair), Risk Committee, Remuneration
Committee, Nomination Committee and Disclosure Committee
James Corsellis James is Managing Partner of Marwyn Capital and Chief Investment Officer of
Marwyn Investment Management LLP. He brings extensive public company
experience, management and corporate finance expertise across a range of
sectors, and an extensive network of relationships with co-investors, advisers
and other business leaders. He is chairman of Marwyn Acquisition Company III
Limited and MAC Alpha Limited, and a Director of 450 plc and Silvercloud
Holdings Limited. Previously he has served as Chairman of Entertainment One,
CEO of icollector plc; and as a non-executive director of BCA Marketplace,
Advanced Computer Software and Breedon Aggregates.
Date of appointment: 31 July 2020
Committee membership: Disclosure Committee
Audit Committee Report
Introduction
As Chair of the Audit Committee, I am delighted to present my inaugural report
to shareholders and set out the activities of the committee since its
establishment on 16 October 2024. Whilst only a short period of time has
elapsed since establishment, the committee has worked closely with the
executive team to develop a thorough understanding of the financial policies,
procedures and processes throughout the Group, including planned enhancements
to these over the coming year. We have considered, and recommended to the
Board, the proposed change in year-end for the Group to 31 December and have
been involved in the audit process from the planning stage through to
completion. Set out in this report is a summary of our roles and
responsibilities, our activities in the period and our key priorities for
2025.
Committee Membership
- Martin Potkins (Chair)
- Giovanni Castagno
- Helen Copinger-Symes
All committee members are independent, and all three members attended the one
committee meeting held in the period from establishment to the year-end
date. On an ongoing basis, we intend to meet at least four times a year, at
the appropriate times in the financial reporting and audit cycle.
The biographies of the Audit Committee members are included on pages 27 and
28.
Roles and Responsibilities
The Audit Committee has responsibility for, among other things, the monitoring
of the integrity of the Group's financial statements and the involvement of
the auditors in that process. We focus in particular on compliance with
accounting policies and reviewing internal financial controls. We also advise
on the appointment of the external auditor and focus on ensuring the
effectiveness of the external audit, including considering the scope of the
annual audit. The ultimate responsibility for reviewing and approving the
annual report and accounts and the half-yearly report remains with the Board.
2024 inaugural activities
The Audit Committee was established on 16 October 2024, during the short
period to 31 December 2024, the committee has:
- Reviewed and approved its Terms of Reference
- Reviewed and considered the Finance Improvement Plan which had been
prepared to capture any low-risk due diligence findings which were not
addressed pre acquisition by the InvestAcc business, along with some more
general financial control and operations enhancements to align group
operations. The majority of the identified actions have been implemented
within the period to 31 December 2024, and the committee will continue to
monitor the resolution of the remaining low risk matters.
- Approved the updated Financial Position and Prospects Procedures
Memorandum ("FPPP"). The FPPP was initially prepared as part of the
acquisition of InvestAcc and has subsequently evolved to reflect the changes
to Group such as enhancements to financial controls and updates to the
Company's Board and governance framework.
- Approved the change in Group year end to 31 December. The change in
year end is now aligned across the Group and also is reflective of the
financial reporting calendar of the wider industry, which is important to the
Company from an investor relations perspective.
- In respect of the financial year 2024 audit and reporting process,
the committee has:
o Considered the financial reporting and audit requirements across the group
and approved the adoption of a combination of IFRS and FRS 101.
o Approved the audit timetable and has monitored the audit work completed
pre year end
o Monitored the progress of the PPA workstream, and its interaction with the
audit timetable
o Reviewed and approved the Group audit engagement letters, including audit
scope and fees
- Considered the enlarged group's VAT position and the design and
implementation of managed services agreements.
2025 priorities
During the period to the date of this report, the committee has continued to
oversee the audit and reporting process and in relation to this has:
- Considered the key accounting estimates and judgements and reviewed
and input into key accounting papers, including the completion of the PPA
workstream and associated reporting.
- Met with the audit partner to discuss the audit process and contents
of the audit findings report.
- Reviewed and recommended approval of the annual report and financial
statements, Audit Committee report, and associated documents such as the
management representation letter to the external auditors.
For the remainder of 2025, the committee will:
- Review the integrity and accuracy of the Company's financial
reporting processes.
- Monitor the effectiveness of the systems of internal control over
financial reporting that support the integrity of the Company's and the
Group's financial disclosures.
- Continue to monitor the implementation of the Finance Improvement
Plan and consider any further enhancements, specifically in relation to the
acquisition of further businesses.
- Consider the need for an internal audit function.
- In relation to the 2025 interim financial statements;
o Consider the interim financial statements reporting timetable and review
and consider the contents of the interim accounts
o Consider the impact on the Company's financial reporting of any further
M&A
o Perform an annual review of the effectiveness of the Group's external
auditor
o Prepare for the 2025 financial year, including enhancement of the
Company's ESG reporting in line with its ESG strategy
The committee are aware of the impact that an active M&A agenda will have
on the financial reporting processes and controls and ultimately the level of
disclosure required in the Group's financial statements to ensure that the
information presented to shareholders is clear, balanced and understandable.
The committee will work with management to both support and provide challenge
throughout the year in respect of its areas of responsibility.
Internal Audit
Given the Group's size and the nature of its operations, it has been
determined that an internal audit function is not required at this time. The
existing control environment is considered proportionate to the scale and
complexity of the business, with robust oversight and review processes in
place to provide sufficient assurance over key financial and operational
controls. The requirement for an internal audit function, or the support of a
third party to provide internal audit testing is to be considered periodically
by the committee and will be assessed during 2025 as set out above.
Audit Tenure
The committee is responsible for overseeing relations with the external
auditor, including the proposed external audit plan and the approval of fees.
The committee will assess the independence and effectiveness of the external
auditor each year and will make a recommendation to the Board on their
appointment or re-appointment. The committee will first undertake this review
in 2025.
The Company's auditors are Baker Tilly Channel Islands Limited, who have been
the Company's auditor since 2022.
Auditor Independence
The committee has assessed the implications of certain non-audit services
received from a network firm of the external auditor, to ensure their
independence & objectivity remained appropriate. The committee noted that
MHA Macintyre Hudson LLP ("MHA"), acted as Reporting Accountant on the
historical financial information for the underlying subsidiaries, and also
provided financial and taxation due diligence services for the Acquisition.
The committee and the auditor have considered this and have considered the
FRC's independence requirements and satisfied themselves that:
· these services are listed as allowable non-audit services; and
· the safeguards applied by the independent auditor are sufficient
to ensure their independence and objectivity are not compromised.
Martin Potkins
Chair of the Audit Committee
23 April 2025
Risk Committee Report
Introduction
The Risk Committee has, since establishment, been focussed on understanding
the risk profile of the business, its current position, the intended evolution
of the risk management function, processes and controls and the impact on risk
of future M&A activity.
Over the past few months, the committee have worked alongside executive
management, considered the detailed due diligence performed as part of the
Acquisition process and challenged the approach to risk identification,
management and mitigation to be employed by the Group, both in its current
form and as the M&A agenda develops.
This report sets out a summary of our roles and responsibilities, our
activities in the period and our key priorities for 2025.
Committee Membership:
- Giovanni Castagno (Chair)
- Martin Potkins
- Helen Copinger-Symes
All committee members are independent, and all three members attended the one
committee meeting held in the period from establishment to the period-end
date. On an ongoing basis, we intend to meet at least four times a year.
Roles and Responsibilities
The Risk Committee will have responsibility for, among other things, advising
the Board on risk appetite, tolerance and strategy (including the likelihood
and impact of principal risks materialising, and seeking assurance on specific
risks). The committee will also monitor the effectiveness of the enlarged
Group's risk management and internal control systems (including overseeing and
seeking assurance regarding the adequacy and effectiveness of processes and
procedures to manage risk and the internal control framework).
The Risk Committee will also oversee and seek assurance on the effectiveness
of management's own processes for monitoring and reviewing the effectiveness
of risk management and internal control systems and ensuring corrective action
is taken when necessary.
2024 Inaugural Activities
The Risk Committee was established on 16 October 2024, during the short period
to 31 December 2024, the committee has:
- Reviewed and approved of the committee's terms of reference
- Reviewed and challenged the design and implementation of an
effective operating model for the Group risk function, which has been prepared
by the Group's recently appointed Chief Risk Officer. This included the
initial review and challenge of the current working drafts of key risk
management documents, including:
o Group risk register and severity matrix;
o Risk and compliance maturity matrix and target risk management framework;
and
o Working draft of the risk appetite framework, including proposed approach
to KRI reporting.
- Reviewed papers and considered the impact to the Group of upcoming
changes to regulations, most notably looking at the risks and opportunities to
the Group from Consumer Duty obligations, the FCA's Dear CEO letter dated 4
November 2024 for our sector and the Autumn 2024 Budget.
- Discussed, challenged and subsequently approved the approach to
enhance the Group's policies and procedures, risk appetite formation and
monitoring of the wider group adoption of these enhancements to existing
practices.
2025 priorities
In the period from 1 January 2025 to the date of this report, the committee
has:
- Reviewed regular KPI and KRI reporting, providing questions to the
executive management team in this regard to ensure appropriate monitoring and
response to changes in such metrics
- Considered the nature of the risk disclosures in the Group's annual
report and discussed and approved the contents of the Risk Committee Report.
During the remainder of 2025, the committee will:
- Approve the Group's key risk management documents and continue to
challenge and feedback to the executive management team on these to support
their continual enhancement, including the:
o enlarged group risk register and severity matrix;
o risk and compliance maturity matrix and target risk management framework;
and
o risk appetite framework and KRI reporting.
- Monitor the impact and associated risks arising from changes to the
macroeconomic, competitor activity and political environment, regulatory
landscape and from global climate change.
- Oversee the current and projected future risk exposures of the
Group, including determination of risk appetites and tolerances, reflecting,
as appropriate the M&A activity of the Group.
- Provide effective oversight of the management of key areas of
financial and non-financial risk, including customer, conduct, market,
liquidity, cyber, data protection and data loss, regulation, operational
resilience, investment, reputation and people risks.
- Review all risk related Group policies and procedures and monitor
the implementation and roll out of these across the Group.
- Support the Company with the adoption of an ESG framework.
We, as a committee, are cognisant of the need for a robust risk management
approach commensurate with the nature and activities of the Group today and as
the Group will look in the future as it executes its "buy and build"
strategy. The committee will provide both oversight of and challenge to the
executive team, including the Chief Risk Officer, and, in response to our risk
priorities, request focussed reviews and more detailed assessment of specific
risk areas, being mindful of the changing regulatory landscape, consumer
expectations and the M&A agenda.
Giovanni Castagno
Chair of the Risk Committee
23 April 2025
Nomination Committee Report
Introduction
In the short period from the committee's establishment to the period end, the
members of the committee have been involved in the recruitment process and
decision making in relation to the appointment of the Group's permanent CFO,
Vinoy Nursiah, alongside the resignation of James Pearce, as well as
considering its terms of reference and its priorities for 2025.
This report sets out a summary of the committee's roles and responsibilities,
our activities in the period and our key priorities for 2025.
Committee Membership:
- Mark Hodges (Chair)
- Giovanni Castagno
- Martin Potkins
- Helen Copinger-Symes
The committee is led by Mark Hodges, who is not considered independent,
however, the remaining committee members are independent. All members attended
the one committee meeting held in the period from establishment to the
period-end date. On an ongoing basis, the committee intends to meet at least
twice a year.
Roles and Responsibilities
The Nomination Committee will have responsibility for, among other things,
considering and making recommendations to the Board in respect of appointments
to the Board, the Board committees and the chairmanship of the Board
committees. It will also be responsible for keeping the structure, size and
composition of the Board under regular review, and for making recommendations
to the Board with regard to any changes necessary, taking into account
challenges and opportunities facing the Company and the skills and expertise
that will be needed on the Board in the future.
The Nomination Committee will meet as and when required, and at a minimum, at
least once a year.
2024 inaugural activities
The Nomination Committee was established on 16 October 2024. The committee has
in place a terms of reference and agreed a 2025 annual calendar setting out
its key priorities and actions for the year ahead.
The committee was involved in the recruitment process undertaken in respect of
the identification of candidates for the CFO role, including the appointment
of an external recruitment agency to assist in the preparation of a long
list. The committee Chair was responsible, alongside the CEO, for
identifying the short list, and was involved in all interviews, from which two
candidates were then considered in detail, both of whom met further members of
the Board, before a preferred candidate was identified. The committee
members considered a paper in respect of the appointment that had been
prepared by the CEO, and confirmed their approval of the appointment, with the
remuneration package being considered by the Remuneration Committee.
2025 priorities
During 2025, the committee will;
- Review the current skills matrix, and consider the structure, size
and composition (including the skills, knowledge, experience and diversity) of
the Board and make recommendations to the Board with regard to any changes.
- Consider the leadership needs of the business, both executive and
non-executive.
- Consider the timing of the introduction of a group diversity and
inclusion policy, including the gender balance of senior management and their
direct reports.
- Consider the need for succession planning for the Company's Board,
executive management team and the wider Group.
- Agree an approach for the inaugural Board evaluation review and the
timing of this.
- Review and assess Board independence and the time commitments of the
Board and make recommendations to the Board accordingly.
Mark Hodges
Chair of the Nomination Committee
23 April 2025
Remuneration Committee Report
Introduction
In the first few months since the establishment of the committee, the members
of the committee approved its terms of reference and considered the
committee's priorities in 2025. The committee has reviewed the performance
metrics for the CEO's bonus for the period from 1 July 2024 to 31 December
2024 and commenced discussions in respect of the KPIs for the executive
management team for the financial year 2025. The committee also approved the
remuneration package for the appointment of the Group's permanent CFO, Vinoy
Nursiah, alongside the terms associated with the resignation of James Pearce.
This report sets out a summary of the committee's roles and responsibilities,
its activities in the period and the key priorities for 2025.
Committee Membership:
- Helen Copinger-Symes (Chair)
- Martin Potkins
- Giovanni Castagno
All committee members are independent, and all three members attended the one
committee meeting held in the period from establishment to the year-end
date. On an ongoing basis, we intend to meet at least four times a year.
Roles and Responsibilities
The Remuneration Committee are responsible for designing the Directors'
Remuneration Policy and setting the remuneration for the Chair and executive
directors, including approving the objectives, terms of appointment and the
performance KPIs of the executive directors. On an ongoing basis, the
Remuneration Committee shall review and consider the ongoing appropriateness
of the Directors' Remuneration Policy, oversee workforce remuneration and
related policies and review the design of all group share incentive plans for
approval by the Board as and when required.
2024 inaugural activities
The Remuneration Committee was established on 16 October 2024. During the
short period to 31 December 2024, the Committee has:
- Reviewed and approved the committee's terms of reference.
- Reviewed and discussed the remuneration related decisions that were
made prior to the establishment of the Remuneration Committee and the
rationale and background to each of these, including the remuneration packages
and contractual terms of the Group's management team.
- Discussed the change in financial year end of the Group and the
change in period upon which the senior management team's remuneration package
will be reviewed to align this with the change in the Group's year end. The
Remuneration Committee resolved to approve a short period of six months to 31
December upon which to review the performance of the CEO, with discussions
commenced in relation to the 2025 performance metrics for the management team.
- Discussed in detail the draft CEO KPIs for the six-month period to
31 December 2024, and how these should evolve going forward to reflect the
business's strategic purpose.
- Discussed and agreed the timing of bonus payments of senior
management, reflective of the change in financial year end.
- Discussed the need for a plan to create and evolve workforce related
policies.
- Considered the proposed remuneration package for the new Group CFO,
including re-allocation of incentive shares under the existing LTIP, and the
termination provisions in respect of the resignation of James Pearce.
2025 priorities
During 2025 to date, the Committee has:
- Approved the CEO performance metrics for the shortened period to 31
December 2024, reviewed the performance assessment against these objectives
and determined the bonus payment, payable March 2025.
- Reviewed and approved the CEO and CFO KPIs for the twelve-month
period to 31 December 2025, alongside overseeing the performance metrics for
the remaining executive management team.
- Reviewed senior managements' bonus payments for the shortened period
to 31 December 2024 and their KPIs for the twelve-month period to 31 December
2025.
During the remainder of 2025, the Committee will:
- Review and discuss documentation on the organisational values and
culture in the underlying operational business
- Design and implement a Directors' Remuneration Policy
- Oversee the development of workforce related policies.
- Consider appropriate long term incentive arrangements for the wider
Group.
Looking to the year ahead, the committee will design a Directors' Remuneration
Policy that is aligned to the Company's purpose and values and clearly linked
to the successful delivery of the Company's long-term strategy. The committee
are cognisant of the importance of putting in place a policy which attracts,
retains and motivates executive management. The Remuneration Committee will
also oversee the development of the Group's workforce related policies,
ensuring alignment to the Company's newly designed Directors' Remuneration
Policy.
Helen Copinger-Symes
Chair of the Remuneration Committee
23 April 2025
Remuneration Report
Introduction to Directors' Remuneration Report
The Remuneration Committee has only recently been established, and as
disclosed in the Remuneration Committee Report, a key area of focus for 2025
is to design and finalise a Directors Remuneration Policy.
As a company incorporated in the British Virgin Islands, the Company is not
required to prepare a Directors' Remuneration Report as required under the
Companies Act. However, the Board do think that transparency and disclosure
around Board remuneration is a key aspect to good governance and have
therefore set out within this report relevant remuneration related
information, noting that the Company only acquired the InvestAcc operating
business a short period prior to 31 December 2024.
The purpose of this report is to communicate with our stakeholders the current
remuneration philosophy of the Company and also detail the key contractual
terms and remuneration paid to the Directors during the six-month period to 31
December 2024, given that the Directors' Remuneration Policy is not in place.
The remuneration philosophy of the Company is that executive remuneration
should be aligned with the long-term interests of shareholders. The Company
also believes that remuneration should be proportionate, transparent,
performance based, encourage sustainable value creation and support the
delivery of the business strategy by attracting, incentivising and rewarding
the highest calibre personnel. This philosophy is reflected in our
remuneration structure and also in how the Remuneration Committee design and
approve the remuneration packages of our senior executive team.
The Board feels strongly that the Executive Directors' remuneration should be
linked to the creation and delivery of attractive returns to shareholders.
Although the Board feels it is important to remunerate key management
appropriately through their basic pay and benefits at market levels
commensurate with their peers, the Company also has in place an LTIP to
provide an incentive that is aligned with shareholders' interests.
Long Term Incentive Arrangements
The Directors believe that the success of the Company will depend, to a high
degree, on the future performance of its executive directors. Accordingly, the
Group has put in place the LTIP, which will only reward participants if
shareholder value is created ensuring alignment between shareholders and those
responsible for delivering the Company's strategy.
Mark Hodges, Will Self and James Corsellis have a beneficial interest in the
LTIP as disclosed in Note 29. The newly appointed Group CFO also has a
beneficial interest in the LTIP.
The general principles of the LTIP align with our philosophy:
· Proportionate: the participation levels should be proportionate
to the role being undertaken by the participants and reflecting the
participants' value to delivering outstanding, sustainable shareholder
returns;
· Transparent: the compensation structure and its associated terms
should be transparent to investors and the impact of the scheme clearly
communicated to investors on an ongoing basis;
· Performance Based: minimum performance criteria should be based
on equity profits generated, taking into account all equity issuance over the
lifetime of the relevant measurement period, subject to minimum preferred
returns; and
· Encourage Sustainable Value Creation: incentive arrangements
should be structured to encourage the creation of sustainable returns through
long term vesting and performance measurement periods.
The Board strongly believes that such a clear and transparent incentive
framework will be aligned with the Company's strategy for growth and provides
a strong platform to incentivise key management for the future success of the
Company.
More detail on the LTIP is included in Note 29 of these Financial Statements.
Details of the LTIP are also set out in the Company's prospectus dated 1 July
2024.
The Board will continue to consider whether further long term incentive
arrangements should be put in place for the wider group.
Breakdown of Remuneration Earned
The below table sets out the remuneration of each Director during the period
and prior year (where relevant):
Six-month period to 31 December 2024 Twelve months to 30 June 2024
Salary/fees Bonus Benefits Salary/fees Bonus Benefits
Group CEO(1)
Will Self 160,000 336,000 21,244 320,000 - 40,374
Group CFO(2)
James Pearce 204,333 100,000 11,214 18,333 - 917
Chair
Mark Hodges 125,000 - - 250,000 - -
Non-Executive Directors
James Corsellis 36,694 - - - - -
Giovanni Castagno 16,774 - - - - -
Martin Potkins 16,774 - - - - -
Helen Copinger- Symes 16,774 - - - - -
(1)In the period to 31 December 2024, Will Self was awarded two bonus amounts
as follows: (i) in respect of the Acquisition and related performance metrics,
a bonus of £240,000, payable subject to completion of the Acquisition which
occurred on 9 October 2024. Of this bonus amount, 75% was payable in the
period, and 25% was deferred and is payable in July 2025. The deferred
amount is included in accruals. (ii) a performance bonus for the period from
1 July 2024 to 31 December 2024 of £96,000, of which 50% was payable in March
2025, with the remainder payable in equal instalments in March 2026 and March
2027. The deferred amount is included in provisions as it is payable more
than 12 months from the balance sheet date.
(2)James Pearce was employed on a fixed term contract. James Pearce resigned
as director on 19 December 2024. Included in the Salary figure for James
Pearce above is £84,333, which relates to payments in lieu of notice and
£10,000 as compensation for loss of office.
Approach to Non-Executive Director ("NED") fees
Three INEDs were appointed on 16 October 2024 and James Corsellis entered into
a revised Non-Executive Director service agreement relating to the period, in
conjunction with the Acquisition of InvestAcc.
As part of the INED appointments and the revised agreement with James
Corsellis, the Directors considered the market rates paid to NEDs across the
industry, considered the nature of the Company's activities and additional
roles and responsibilities associated with chairing committees.
Going forward, NED fees will be reviewed on an annual basis in line with
market rates.
Director Service Contract Provisions
New Director and senior management service contracts are prepared alongside
the Company's legal counsel and new practices/guidance are considered at the
point these are drafted.
The appointment letters for all Directors set out clearly the notice period,
and termination clauses and claw black provisions for each of the Directors.
In all instances Directors are required to step down from their position
should this be voted for by the shareholders.
The notice period for all INEDs is three months written notice. The notice
period for Mark Hodges is two years following completion of the Acquisition,
and twelve months thereafter. Will Self and James Corsellis both have a twelve
month notice period.
The overall remuneration packages of the executive directors are considered
appropriate for the role performed by each Director, their level of skills and
experience, and the intention of the Company to execute its stated strategy.
In order to attract and retain the highest calibre of individual to perform
these roles, it is essential that their remuneration is competitive in the
industry and that it is also provides appropriate short and long term reward,
aligned with shareholders and wider stakeholders, based on the strategy of the
Group.
Key Remuneration Decisions made during the period
During the period, key remuneration decisions were made in respect of the
following:
- The appointment of Vinoy Nursiah. Vinoy joined the Company as CFO on
1 April 2025. The terms of his employment were considered against market
expectations for the role, the nature of his role with the Company and the
alignment of the reward for his performance with the interests of
shareholders. No amounts were payable to Vinoy until he commenced employment.
- Termination payments for James Pearce. Termination payments were
agreed to be made to James in accordance with his employment contract
following his termination date as set out in the table above. Such amounts
have been accrued at the balance sheet date and amount to £107,351 including
social security.
- Transaction bonuses for both Will Self and James Pearce in respect
of the Acquisition amounting to £240,000 and £100,000 respectively. Such
amounts were payable on completion of the Acquisition, with 25% of Will Self's
bonus being deferred for payment until July 2025.
- The performance bonus for Will Self, CEO. The metrics on which the
performance bonus for Will Self would be determined for the period from 1 July
2024 to 31 December 2024, the monetary amount of such bonus being determined
in January 2025 following completion of the period and assessment of his
performance. As the bonus relates to the period to 31 December 2024, the
bonus amount of £96,000 has been accrued at the balance sheet date, with it
being payable over 3 years, with 50% payable in 2025, 25% in 2026 and 25% in
2027.
- The remuneration terms for the two further senior management
appointments, James Keely as CRO and Allan Dibble as CCO. Their terms were
considered in relation to market expectations for thoseroles, the role they
will play for the Company and bonus provisions to align their performance with
the strategic goals of the Company.
Director shareholdings and interests
Director shareholdings and interests are disclosed in the Directors' Report on
page 45 with both Mark Hodges and Will Self owning shares in the Company. The
Company has not yet set any minimum shareholding requirements for directors.
The Directors interests in the LTIP are detailed below.
LTIP
At the balance sheet date, Mark Hodges and Will Self were directly
beneficially interested in the incentive shares of the Group. James Pearce had
been issued 400 incentive shares on his appointment, however, in accordance
with the terms of his subscription letter, on his resignation, he transferred
his incentive shares back to the Company for £0.01 per share. James
Corsellis is indirectly beneficially interested in the incentive shares of the
Group through his interest in Marwyn Long Term Incentive LP ("MLTI"), Marwyn's
long term incentive plan.
Subject to a number of provisions which are detailed in Note 29, if the
Preferred Return and at least one of the vesting conditions have been met, the
holders of the Incentive Shares can give notice to redeem their Incentive
Shares for ordinary shares in the Company ("Ordinary Shares") for an aggregate
value equivalent to 20% of the "Growth", where Growth means the excess of the
total equity value of the Company and other shareholder returns over and above
its aggregate paid up share capital (20% of the Growth being the "Incentive
Value"). 10% of the Incentive Value is attributable to the A1 Shares and 10%
is attributable to the A2 Shares. The Company has the option to settle the
exercise of incentive shares for cash, however, it is anticipated that they
will be equity settled. The incentive shares have been accounted for as
equity settled share-based payments as discussed in more detail in Note 29.
The table below sets out the number of incentive shares in which the Directors
were interested, their respective share of the incentive scheme value, the
date from which the shares can be exercised (note that in certain
circumstances, incentive shares can be exercised before they have fully
vested, such instances are detailed in Note 29), and their vested proportion
at the balance sheet date based on the time elapsed since completion of the
Acquisition and the year-end date, noting that the shares vest over the three
years from Acquisition date.
Shareholder Share designation at balance sheet date Number of incentive shares held Date from which shares can be exercised Entitlement to share of Growth in value Vested shares
MLTI A2 2,000 10 October 2027 10% 2,000
Mark Hodges A1 2,000 10 October 2027 6.25%* 151
Will Self A1 800 10 October 2027 2.5%* 60
*The above table does not include the 400 A1 Shares which had been issued on
22 May 2024 to James Pearce. On the 19 December 2024, the Company entered into
a transfer agreement with James Pearce under which James transferred his 400
A1 Shares to the Company to be held in treasury. These A1 Shares were
subsequently transferred to InvestAcc (BVI) Limited and cancelled on 31
January 2025. Therefore, at the balance sheet date, Mark Hodges, Will Self and
the Company shared the remaining 10% of the Incentive Value attributable to
the A1 Shares, based on their respective shareholdings. In relation to his
appointment, it was intended that Vinoy
Nursiah be issued incentive shares and the issuance of such shares was made
after the balance sheet date, following the transfer and cancelation of the
400 A1 Shares previously issued to James Pearce as noted above.
Accordingly, on 31 January 2025 Vinoy Nursiah was issued 400 A1 Shares and the
number of A1 Shares issued to Mark Hodges and Will Self was amended such that
their beneficial interests in the incentive scheme was as follows:
Shareholder Share designation at reporting date Number of incentive shares held Date from which shares can be exercised Entitlement to share of Growth in value Vested shares
Mark Hodges A1 2,400 10 October 2027 6% 182
Will Self A1 1,200 10 October 2027 3% 91
Vinoy Nursiah A1 400 10 October 2027 1% nil
At the balance sheet date, the Incentive Value was £1,152,528, calculated as
20% of the Growth in Value from 4 December 2020 to 31 December 2024. The
total value of the LTIP is divisible between participants in the LTIP based on
their respective shareholding, with half of the Growth in Value attributable
to the A1 Shares and half to the A2 Shares. The conversion of incentive shares
into Ordinary Shares is made based on the 30 day volume weighted average price
("VWAP") up to the date of exercise, therefore, to 31 December 2024, the 30
day VWAP for the Company was £1.166 per share. Accordingly, whilst no
vesting event had occurred at the balance sheet date, the Incentive Value at
that date would equate to 960,440 Ordinary Shares (based on the closing price
per share on 31 December 2024), which, on issuance, would be dilutive to the
interests of shareholders. The LTIP has been included in the calculation of
EPS on a diluted basis as set out in Note 11.
The chart below depicts how the market capitalisation at 31 December 2024 is
shared amongst Ordinary Shareholders and Incentive Shareholders.
Clawback provisions
With regards to the LTIP, should the holder of A1 incentive shares commit (i)
gross misconduct, (ii) fraud, (iii) a criminal act (iv) a material breach of
any post termination covenants or restrictions, or (v) take such actions
which, on discovery, result in a requirement for the Company to materially
restate its audited financial statements, and that, on the basis of the
restated financial statements they would not have received the full amount
that they did receive under the LTIP, then clawback provisions allow InvestAcc
(BVI) Limited to clawback (i) Incentive Shares, (ii) Company Shares or (iii)
cash equivalents, as set out in the holder's respective subscription letter.
As set out in the employment contracts of the Executive Directors, all
payments and/or benefits payable to the Executive are subject to and
conditional upon any regulatory rules to which the Company may be subject from
time to time. The Company reserves the right to amend, reduce, hold back,
defer, claw back or alter the structure of any payments and benefits payable
to the Executive in order to comply with any applicable regulatory rules.
The aforementioned clawback provisions were not used in the reporting period
to 31 December 2024.
Recruitment Arrangements
Where recruitment is initiated, consideration will be given to appropriate
recruitment agencies that can support the Company with their recruitment
process, based on their presence in the market for the role the Company is
seeking to fill. It is usual for the Company to engage with more than one
agency for each role. Senior team members will be involved in the
recruitment process to identify the preferred candidate and decisions made in
respect of appointments is approved in accordance with the delegation of
authority matrix. Fees for recruitment agencies involved in appointments are
commensurate with market rates.
Risks
The remuneration committee are cognisant of the importance of putting in place
a policy which attracts, retains and motivates executive management. It's
also important to ensure that reward is sufficiently balanced by risk in
remuneration arrangements for executive management. Whilst the Group
Remuneration Policy and Objectives have not been finalised yet, the
Remuneration Committee are aligned to the need to ensure commercial objectives
are not prioritised to the detriment of customer outcomes and remain
consistent with the Company's purpose and values.
Performance Evaluation
Set out in the Nomination Committee Report, over the next 12 months the
Nomination Committee will design the Board evaluation process, undertake this
and also review and consider the results, implementing any enhancements and
recommendations made as part of this process.
Looking Ahead
As discussed above, the Remuneration Committee will design a Group
Remuneration Policy over the coming year and continue to review and support
the enhancement of the enlarged group's workforce remuneration policies.
Directors' Report
Information on the Company
InvestAcc Group Limited was incorporated on 31 July 2020 in the British Virgin
Islands ("BVI") as a BVI business company (registered number 2040956) under
the BVI Business Company Act, 2004. The Company was listed on the Main Market
of the London Stock Exchange on 4 December 2020 and has its registered address
at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110,
British Virgin Islands and UK establishment (BR022831) at 11 Buckingham
Street, London WC2N 6DF.
Details of the Company's subsidiaries are included in Note 12 of these
Financial Statements.
Directors
The Company's directors who served during the six-month period ended
31 December 2024 and to the date of this report were as follows:
- Mark Hodges (Chair)
- Will Self (Chief Executive Officer)
- James Pearce (Chief Financial Officer) (appointed 23 May 2024,
resigned 19 December 2024)
- Vinoy Nursiah (Chief Financial Officer) (appointed 1 April 2025)
- James Corsellis (Non-Executive Director)
- Giovanni Castagno (Senior Independent Director) (appointed 16
October 2024)
- Martin Potkins (Independent Non-Executive Director) (appointed 16
October 2024)
- Helen Copinger-Symes (Independent Non-Executive Director) (appointed
16 October 2024)
A brief biography for each of the Directors as at the date of this annual
report is included on pages 27 to 28 of these Financial Statements.
Directors' indemnities and insurance
In accordance with the Articles, the Company has granted qualifying
third-party indemnity provisions for the benefit of each person who was a
director of the Company during the period, in respect of liabilities that may
attach to them in their capacity as directors of the Company or of associated
companies. These indemnities were in force during the financial year and
remain in force. Throughout the year, the Company has also purchased and
maintained Directors' and Officers' liability insurance in respect of itself,
its directors and others.
Stated Capital and Significant Shareholdings
Details of the stated capital of the Company during the year are set out in
Note 25.
As at the date of this report, the Company has in issue 48,850,911 Ordinary
Shares of no par value, each carrying one vote. The Company also has in issue
one sponsor share which does not carry the right to vote at meetings of
shareholders, and 700,000 ordinary warrants.
As part of financing the Acquisition, the Company issued 6,150,911
Consideration Shares to Nicholas Gardner. The Consideration Shares were issued
on 9 October 2024 and are subject to a 12-month restriction (the "Lock-in
Period"), with a requirement that any sale of Consideration Shares in the 12
months following the end of the Lock-in Period may only be made on the basis
that an orderly market in the Ordinary Shares is maintained. The Consideration
Shares were issued at a price of £1.00 per share.
The table below shows significant shareholders at the balance sheet date, and
at the date of this report.
Significant shareholders Interest at the Balance Sheet date Interest at the date of this report
Marwyn Investment Management LLP 59.80% 59.80%
Nicholas E Gardner 12.59% 12.59%
M&G Investment Management 8.19% 8.19%
River Global Investors LLP 3.99% 3.99%
Dowgate Wealth Management 3.45% 3.45%
Killik & Co. LLP 3.22% 3.22%
Directors' interests
At the balance sheet date, and as at the date of these Financial Statements,
Mark Hodges owns 150,000 Ordinary Shares in the Company and Will Self owns
50,000 Ordinary Shares. There were no Ordinary Shares held by any connected
persons, either at the balance sheet date, nor at the date of this report.
Mark Hodges, Will Self, James Corsellis and Vinoy Nursiah have interests in
the Company's long term incentive plan, as detailed in Note 29 of these
Financial Statements.
James Corsellis is the Chief Investment Officer of Marwyn Investment
Management LLP which, at the balance sheet date, managed 59.8% of the Ordinary
Shares and 525,000 matching warrants and 1 sponsor share. James Corsellis is
also the managing partner of Marwyn Capital LLP, a firm which provides
corporate finance support, company secretarial services and ad-hoc managed
services support to the Company.
Details of the related party transactions which occurred during the period are
disclosed in Note 30 of these Financial Statements, save for the participation
in the Company's long term incentive plan as disclosed in Note 29 of these
Financial Statements.
There were no loans or guarantees granted or provided by the Company and/or
any of its subsidiaries to or for the benefit of any of the Directors.
Share class rights
Rights and obligations attaching to the Company's shares are set out in the
Articles, details on these are further set out in Note 25 of these Financial
Statements.
Annual General Meeting
The Company is required to hold its first annual general meeting within a
period of 18 months following the date of a business acquisition. Not more
than 15 months are permitted to elapse between the date of one annual general
meeting and the date of the next, unless the members pass a resolution in
accordance with the Articles waiving or extending such requirement.
The completion of the Company's first business acquisition took place on 9
October 2024 and therefore the Company's first AGM will be scheduled on or
before 9 April 2026.
Management report
The Strategic report, Management Report, Governance section and Directors'
report together are the management report for the purposes of DTR 4.1.5(2).
Corporate governance statement
The Governance section of the Annual Report and the risk management and
internal control framework section of the Management Report, fulfils the
requirement of a corporate governance statement under DTR 7.2.1.
Information required by UK Listing Rule 22.2.24R
All information required to be disclosed by the Company by UK Listing Rule
22.2.24R is set out within this Directors' Report.
Director and senior management diversity reporting
In accordance with Listing Rule 22.2.30R(2), the following tables set out
numerical data on the ethnic background and the gender of the Company's
directors and 'executive management', being members of the Company's executive
committee.
Data concerning ethnic background and gender is collected directly from
individuals. Company directors are required to complete a form on an annual
basis, whereas members of Group Executive Committee are required to complete a
diversity declaration upon joining the Company and advise if this information
changes.
This data has been completed based on the board composition as at 31 December
2024. On 1 April 2025, Vinoy Nursiah joined the board as CFO, Vinoy is not
included within the tables set out below, should Vinoy be included within the
ethnicity reporting he would be presented within 'Asian and Asian British' and
represents 14% of the board from his date of appointment.
Reporting on gender
Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
Men 5 83% 3 2 100%
Woman 1 17% 0 0 0%
Not specified / prefer not to say 0 0% 0 0 0%
Reporting on ethnic background
Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management
White British or other White (including minority white groups) 6 100% 3 2 100%
Mixed/Multiple Ethnic Groups 0 0% 0 0 0%
Asian/Asian British 0 0% 0 0 0%
Black/African/ Caribbean/Black British 0 0% 0 0 0%
Other ethnic group, including Arab 0 0% 0 0 0%
Not specified/ prefer not to say 0 0% 0 0 0%
Director and Senior Management Diversity and TCFD
As explained in the Diversity section of the Governance Report, the Company
has not met the targets on board diversity which are set out in Listing Rule
22.2.30R(2). Nor has the Company included climate related financial
disclosures consistent with the TCFD requirements.
The Company only completed its first acquisition on 9 October 2024, making
enhancements to its governance framework shortly thereafter, adopting the UK
Corporate Governance Code and appointing to the Board three INEDs and
establishing four Board committees on 16 October 2024.
The Directors are committed to maintaining high standards of corporate
governance and recognise the importance of transparency and robust reporting
in this regard. Over the coming year, the Board, supported by the Board
Committees, will look to enhance its policies, procedures and reporting around
Board and Group diversity and inclusion, and also in respect of ESG, as is
disclosed and discussed in the Chairman's Report, Governance Report and
Nomination Report to improve transparency and enhance reporting ahead of the
publication of the 2025 Annual Report.
The Directors are committed on aligning the Company's governance, risk
management and sustainability practices with the expectations of our
stakeholders and aligning with regulatory requirements.
Statement of Director's Responsibilities
The Directors are responsible for preparing the consolidated financial
statements in accordance with applicable laws and regulations, including the
BVI Business Companies Act, 2004. The Directors have prepared the financial
statements for the period ended 31 December 2024, which present fairly the
state of affairs of the Group and the profit or loss of the Group for that
period.
The Directors have acted honestly and in good faith and in what the Directors
believe to be in the best interests of the Company.
The Directors have chosen to use International Financial Reporting Standards
as adopted by the European Union ("EU adopted IFRS" or "IFRS") in preparing
the Group's Financial Statements. International Accounting Standard 1 requires
that the Financial Statements present fairly for each financial year the
group's financial position, financial performance and cash flows. This
requires the faithful presentation of the effects of transactions, other
events and conditions in accordance with the definitions and recognition
criteria for assets, liabilities, income and expenses set out in the
International Accounting Standards Board's "Framework for the preparation and
presentation of financial statements". In virtually all circumstances, a fair
presentation will be achieved by compliance with all applicable EU adopted
IFRS.
A fair presentation also requires the Directors to:
· Select consistently and apply appropriate accounting policies;
· Present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
· Make judgements and accounting estimates that are reasonable and
prudent;
· Provide additional disclosures when compliance with the specific
requirements in EU adopted IFRS is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance;
· State that the Group has complied with EU adopted IFRS, subject
to any material departures disclosed and explained in the financial
statements; and
· Prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are also required to prepare financial statements in accordance
with the rules of the London Stock Exchange for companies trading securities
on the Stock Exchange.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Group, for safeguarding the assets, for taking reasonable steps for the
prevention and detection of fraud and other irregularities and for the
preparation of financial statements.
Financial information is published on the Group's website. The maintenance and
integrity of this website is the responsibility of the Directors; the work
carried out by the auditor does not involve consideration of these matters
and, accordingly, the auditor accepts no responsibility for any changes that
may occur to the Financial Statements after they are presented initially on
the website. Legislation in the British Virgin Islands governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors' Responsibilities Pursuant to DTR4
In compliance with DTR4, each of the Directors confirm to the best of their
knowledge:
· The Financial Statements have been prepared in accordance with EU
adopted IFRS, and give a true and fair view of the assets, liabilities,
financial position and profit and loss of the Group; and
· The management report includes a fair review of the development
and performance of the business and the financial position of the Group,
together with a description of the principal risks and uncertainties that they
face.
Independent Auditor
Baker Tilly Channel Islands Limited ("BTCI") remains the Company's independent
auditor for the period ended 31 December 2024 and has expressed its
willingness to continue to act as auditor to the Group.
BTCI has been appointed as the Company's auditor since 2022.
Disclosure of Information to Auditor
Each of the Directors in office at the date the Report of the Directors is
approved, whose names and functions are listed in the Report of the Directors,
confirm that, to the best of their knowledge:
• The Financial Statements, which have been prepared in accordance
with EU adopted IFRS, present fairly the assets, liabilities, financial
position and loss of the Group;
• The Report of the Directors includes a fair review of the
development and performance of the business and the position of the Group and
Company, together with a description of the principal risks and uncertainties
that it faces;
• So far as they are aware, there is no relevant audit information
of which the Group's auditor is unaware; and
• They have taken all the steps that they ought to have taken as a
Director in order to make themself aware of any relevant audit information and
to establish that the Group's auditor is aware of that information.
This Directors' Report was approved by the Board of Directors on • and is
signed on its behalf.
By Order of the Board
Mark Hodges
Chair
23 April 2025
INDEPENDENT AUDITOR'S REPORT
To the members of InvestAcc Group Limited
Opinion
This We have audited the consolidated financial statements of InvestAcc Group
Limited (the "Company") and together with its subsidiaries (the "Group"),
which comprise the consolidated statement of financial position as at 31
December 2024, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash
flows for the period then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements:
· give a true and fair view of the consolidated financial position
of the Group as at 31 December 2024, and of its consolidated financial
performance and its consolidated cash flows for the period then ended in
accordance with International Financial Reporting Standards as adopted by the
European Union ("IFRSs"); and
· have been prepared in accordance with the requirements of the BVI
Business Companies Act 2004, as amended.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs) and applicable law. Our responsibilities under those standards are
further described in the Auditor's Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in Jersey, including the FRC's
Ethical Standard, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements of
the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the consolidated
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Key audit matter How our audit addressed the matter Key observations communicated to those charged with governance
Acquisition accounting
The risk that the acquisition transaction has not been accounted for in We reperformed the acquisition date calculations made for determining Based on the procedures performed, we are satisfied that the acquisition
accordance with the applicable accounting standard, IFRS 3. goodwill, substantiating key inputs against supporting documentation. accounting performed by management for the period ended 31 December 2024,
along with the related disclosures in the consolidation financial statements,
Financial statement impact: We evaluated and challenged the reasonableness of management's and are appropriate.
management's experts' assumptions made in determining the acquisition date
· Consideration £41,512,317 fair values of assets acquired and liabilities assumed. We have nothing further to report to those charged with governance from our
testing.
· Note 26 for full impact We evaluated the reasonableness of critical estimates made including useful
economic lives, growth & attrition rates, and the forecast periods used in
determining fair values.
Key audit matter How our audit addressed the matter Key observations communicated to those charged with governance
Fraud in relation to revenue recognition
Newly acquired subsidiaries: Revenue primarily arises from contracts with
customers for the provision of pension advice and related services which is
recognised in line with the principles as set out in IFRS 15. There is a risk For revenue generated by the newly acquired subsidiaries we: Based on the procedures performed, we are satisfied that the revenue
that the revenue is misstated because of the incorrect application of IFRS 15
recognition policies and practices applied by management for the period ended
principles. 31 December 2024, along with the related disclosures in the consolidated
financial statements, are appropriate.
We obtained and documented an understanding of the entity's revenue
recognition process and relevant controls;
Financial statement impact:
Our testing did not identify any indications of fraud in revenue recognition.
· Revenue £2,532,329 (PY: £nil)
We assessed the operational effectiveness of these controls by performing a
· Accounting Policy 2(f) walkthrough over a sample of transactions;
We have nothing further to report to those charged with governance from our
· Note 5 testing.
We traced a sample of revenue transactions through to the underlying
agreements to assess whether the performance obligations had been
InvestAcc Group Limited: appropriately met to qualify for revenue recognition;
Revenue primarily arises from interest income and there is a risk that this is We performed cut-off testing over a sample of contracts to ensure that
misstated or recorded in the incorrect accounting period. revenue/contract liabilities were appropriately recognised;
Financial statement impact: We inquired from the board about their awareness of any fraudulent activities;
and
· Finance (Costs)/Income £525,968 (PY: £359,367)
· Accounting Policy 2(f)
We reviewed minutes of board and audit committee meetings; and performed
· Note 9 substantive analytical procedures where the data allowed.
For interest income we:
Obtained and reviewed bank statements, ledgers, and minutes of board meetings
to ensure revenue was complete and as per our expectations.
Our Application of Materiality
Materiality for the consolidated financial statements as a whole was set at
£1,510,000 (prior year ("PY"): £73,000), determined with references to a
benchmark of the Group's net assets, of which it represents 3.75% (PY: 4%).
In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material
amount across the consolidated financial statements as a whole.
Performance materiality was set at 70% (PY: 70%) of materiality for the
consolidated financial statements as a whole, which equates to £1,057,000
(PY: £51,000). We applied this percentage in our determination of performance
materiality because we did not identify any factors indicating an elevated
level of risk.
We reported to the Board of Directors any uncorrected omissions or
misstatements exceeding £75,500 (PY: £3,600), in addition to those that
warranted reporting on qualitative grounds.
Due to our assessed risk we have applied a specific materiality calculated at
1.5% of total annualised income, which equates to £173,000 (PY: £20,060) for
certain balances in the Consolidated Statement of Comprehensive Income, namely
Revenue and Administrative Expenses. A specific performance materiality of 70%
was used in the performance of our procedures which equates to £121,000.
We have reported to you any uncorrected omissions of misstatements in these
line items exceeding £8,650, in addition to those that warranted reporting on
qualitative grounds
Conclusions relating to Going Concern
In auditing the consolidated financial statements, we have concluded that the
Directors' use of the going concern basis of accounting in the preparation of
the consolidated financial statements is appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's ability to continue as
a going concern for a period of at least twelve months from when the
consolidated financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report
other than the consolidated financial statements and our auditor's report
thereon. The Directors are responsible for the other information contained
within the annual report. Our opinion on the consolidated financial statements
does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements, or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we
are required to determine whether this gives rise to a material misstatement
in the consolidated financial statements themselves. If, based on the work
performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the Directors
As explained more fully in the Directors' responsibilities statement set out
on page 48 and 49, the Directors are responsible for the preparation of
consolidated financial statements that give a true and fair view in accordance
with IFRSs, and for such internal control as the Directors determine is
necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are
responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
The Directors are responsible for overseeing the Group's financial reporting
process.
Auditor's Responsibilities for the Audit of the Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with ISAs will
always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial
statements. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
· Enquiry of management to identify any instances of non-compliance
with laws and regulations, including actual, suspected or alleged fraud;
· Reading minutes of meetings of the Board of Directors;
· Review of legal invoices;
· Review of management's significant estimates and judgements for
evidence of bias;
· Review for undisclosed related party transactions;
· Obtained and reviewed bank statements as well as reviewed ledgers
and minutes to ensure finance income is complete and as per our expectations;
· Using analytical procedures to identify any unusual or unexpected
relationships; and
· Undertaking journal testing, including an analysis of manual
journal entries to assess whether there were large and/or unusual entries
pointing to irregularities, including fraud.
The Company is required to include these financial statements in an annual
financial report prepared using the single electronic reporting format
specified in the TD ESEF Regulation. The auditor's report provides no
assurance over whether the annual financial report has been prepared in
accordance with that format.
A further description of the auditor's responsibilities for the audit of the
financial statements is located at the Financial Reporting Council's website
at www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) .
This description forms part of our auditor's report.
Other Matters which we are Required to Address
We were appointed by InvestAcc Group Limited to audit the consolidated
financial statements. Our total uninterrupted period of engagement is 4 years.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group and we remain independent of the Group in conducting our
audit. Our audit opinion is consistent with the additional report to the Board
in accordance with ISAs.
Use of this Report
This report is made solely to the Members of the Company, as a body, in
accordance with our letter of engagement dated 16 December 2024. Our audit
work has been undertaken so that we might state to the Members those matters
we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and its Members, as a body,
for our audit work, for this report, or for the opinions we have formed.
Sandy Cameron
For and on behalf of Baker Tilly Channel Islands Limited
Chartered Accountants
St Helier, Jersey
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 31 December 2024 Year ended
30 June
2024
Note £'s £'s
Revenue 5 2,532,329 -
Cost of sales (240,847) -
Gross profit 2,291,482 -
Administrative expenses 8 (4,536,845) (3,909,470)
Other operating income 3,212 -
Operating Loss 6 (2,242,151) (3,909,470)
Share of retained profit of associates 14 2,805 -
Finance income 9 525,968 359,367
Finance costs 9 (9,832) -
Movement in fair value of warrants 24 240,000 579,000
Loss for the period / year before tax (1,483,210) (2,971,103)
Income tax 10 2,820,285 -
Profit / (Loss) for the year 1,337,075 (2,971,103)
Total other comprehensive income - -
Total comprehensive profit / (loss) for the period / year 1,337,075 (2,971,103)
Profit / (Loss) per ordinary share £'s £'s
Basic 11 0.0298 (0.2339)
Diluted 11 0.0288 (0.2339)
The Group's activities derive from continuing operations.
There are no further items of comprehensive income other than those shown
above
The Notes on pages 61 to 94 form an integral part of these Financial
Statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December
2024 As at
30 June
2024
Assets Note £'s £'s
Non- current assets
Property, plant and equipment 16 1,098,364 -
Right-of-use assets 17, 23 463,506 -
Goodwill 13 12,169,000 -
Other Intangible assets 15 25,460,914 -
Investment in associates 14 16,159 -
Deferred tax asset 22 2,896,518 -
Total non-current assets 42,104,461 -
Current assets
Trade and other receivables 18 706,991 1,069,959
Contract assets 5 265,415 -
Current tax receivable 695,965 -
Cash and cash equivalents 19 13,424,847 6,461,475
Total current assets 15,093,218 7,531,434
Total assets 57,197,679 7,531,434
Equity and liabilities
Equity
Ordinary Shares 25 45,894,484 326,700
A Shares 25 - 10,320,000
Sponsor Shares 25 1 1
Warrant cancellation reserve 24 1,680,000 -
Ordinary Shares Warrants 24 168,000 -
Share-based payment reserve 27, 29 277,566 255,811
Accumulated losses 27 (7,732,541) (9,069,616)
Total equity 40,287,510 1,832,896
Non-current liabilities
Lease liabilities 23 365,515 -
Deferred tax liability 22 6,539,736 -
Provisions 21 54,624 -
Total non-current liabilities 6,959,875 -
As at 31 December
2024 As at
30 June
2024
Note £'s £'s
Current liabilities
Trade and other payables 20 7,726,935 3,610,538
Ordinary Shares Warrants 24 - 2,088,000
Contract liabilities 5 2,105,445 -
Lease liabilities 23 117,914 -
Total current liabilities 9,950,294 5,698,538
Total liabilities 16,910,169 5,698,538
Total equity and liabilities 57,197,679 7,531,434
The Notes on pages 61 to 94 form an integral part of these Financial
Statements.
The Financial Statements were approved and authorised for issue by the Board
of Directors on x and were signed on its behalf by:
Mark Hodges Martin Potkins
Non-Executive Chairman Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Note Ordinary Shares A Shares Sponsor Share Share based payment reserve Warrant Cancellation reserve Ordinary Share Warrants Accumulated Total equity
losses
£'s £'s £'s £'s £'s £'s £'s £'s
Balance at 1 July 2023 326,700 10,320,000 1 201,641 - - (6,098,513) 4,749,829
Total comprehensive loss for the year - - - - - - (2,971,103) (2,971,103)
Share-based payment charge 29 - - - 43,510 - - - 43,510
Issuance of A1 incentive shares - - - 10,660 - - - 10,660
Balance at 30 June 2024 326,700 10,320,000 1 255,811 - - (9,069,616) 1,832,896
Note Ordinary Shares A Shares Sponsor Share Share Warrant Cancellation Ordinary Share Warrants Accumulated Total equity
based payment reserve reserve losses
£'s £'s £'s £'s £'s £'s £'s £'s
Balance at 1 July 2024 326,700 10,320,000 1 255,811 - - (9,069,616) 1,832,896
Total comprehensive profit for the period - - - - - - 1,337,075 1,337,075
A Shares reclassified to Ordinary Shares 25 10,320,000 (10,320,000) - - - - - -
Cancellation of A Warrants 24 1,680,000 - - 1,680,000
Share-based payment charge 29 - - - 21,755 - - - 21,755
Issuance of Ordinary Shares for acquisition 25, 26 29,096,873 - - - - - - 29,096,873
Ordinary Shares Warrants - reclassified 24 - - - - - 168,000 - 168,000
Shareholder's Loan converted to Ordinary Shares 25 6,150,911 - - - - - - 6,150,911
Balance at 31 December 2024 45,894,484 - 1 277,566 1,680,000 168,000 (7,732,541) 40,287,510
The Notes on pages 61 to 94 form an integral part of these Financial
Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS 6 months ended 31 December 2024 Year ended
30 June
2024
Note £'s £'s
Operating activities
Loss for the period / year (1,483,210) (2,971,103)
Adjustments to reconcile total operating loss to net cash flows:
Depreciation charges 16 47,400 -
Finance income 9 (525,968) (359,367)
Finance costs 9 9,832 -
Share of retained (profit) of associate 14 (2,805) -
Fair value (gain) on warrant provision 24 (240,000) (579,000)
Share-based payment expense 29 21,755 43,510
Amortisation of Intangibles 15 399,557 -
Amortisation of Right of use assets 17 32,456 -
Working capital adjustments:
Decrease / (Increase) in trade receivables 18 626,284 (834,339)
Decrease in contract assets 5 185,916 -
Decrease in contract liabilities 5 106,470 -
(Decrease) / Increase in trade and other payables 20 (2,334,502) 2,385,231
Cash generated / (used in) operations (3,156,815) (2,315,068)
Tax paid (211,212) -
Net cash generated / (used in) operations (3,368,027) (2,315,068)
Investing activities
Purchase of tangible assets 16 (238,416) -
Interest received 9 525,968 359,367
Acquisition of subsidiary 26 (19,014,396) -
Net cash flows (used in) /received from investing activities (18,726,844) 359,367
Financing activities
Proceeds from issue of ordinary A share capital 25 - 10,660
Proceeds from issue of Ordinary Shares 25 29,096,873 623,068
Interest paid (378) -
Lease payments 23 (38,252) -
Net cash flows received from financing activities 29,058,243 633,728
Net increase / (decrease) in cash and cash equivalents 6,963,372 (1,321,973)
Cash and cash equivalents at the beginning of the period / year 6,461,475 7,783,448
Cash and cash equivalents at the end of the period / year 19 13,424,847 6,461,475
The Notes on pages 61 to 94 form an integral part of these Financial
Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
InvestAcc Group Limited (formerly Marwyn Acquisition Company II Limited) (the
"Company") was incorporated on 31 July 2020 in the British Virgin Islands
("BVI") as a BVI business company (registered number 2040956) under the BVI
Business Company Act, 2004. The Company was listed on the Main Market of the
London Stock Exchange on 4 December 2020 and has its registered address at
Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110,
British Virgin Islands and UK establishment (BR022831) at 11 Buckingham
Street, London WC2N 6DF.
The Company was formed for the purpose of effecting a merger, share exchange,
asset acquisition, share or debt purchase, reorganisation or similar business
combination with one or more businesses. The Directors consider there to be no
ultimate controlling party.
The Company acquired InvestAcc Holdings Limited (formerly InvestAcc Group
Limited) ("InvestAcc") on 9 October 2024 for £41.5 million, representing an
enterprise value of approximately £36 million on a cash-free-debt-free basis.
The Acquisition was partly funded via a £30 million institutional placing and
subscription (effective 4 July 2024) of which cash of £29,210,495 was paid
alongside the issue of 6,150,911 Consideration Shares, with an additional
deferred cash payment to sellers of £6,150,911 following completion (which
has been settled in full after 31 December 2024). It is the Company's platform
from which to continue to execute its strategy to build the UK's leading
specialist pensions administration business in the public markets with an
initial focus on the self-invested personal pension segment. The entities
forming part of the Group are detailed in Note 12 (all direct and indirect
subsidiaries, together with the Company, the "Group"). The Company changed its
name from Marwyn Acquisition Company II Limited to InvestAcc Group Limited on
10 October 2024, following the completion of acquisition of InvestAcc.
The accounting reference date was changed from 30 June to 31 December,
resulting in a shortened accounting period of six months, with the results of
the acquired entity being included for the period from 9 October to 31
December 2024. The comparative period presented is for the year to 30 June
2024 and is therefore not directly comparable to the six month period to 31
December 2024, as they are for different time periods.
All companies forming part of the Group have also amended their accounting
reference date to 31 December to align with the Company.
2. MATERIAL ACCOUNTING POLICIES
(a) Basis of preparation
The Financial Statements for the period ended 31 December 2024 have been
prepared in accordance with International Financial Reporting Standards and
IFRS Interpretations Committee interpretations as adopted by the European
Union (collectively, "EU adopted IFRS" or "IFRS") and are presented in British
pounds sterling, which is the presentation and functional currency of the
Group. The Financial Statements have been prepared under the historical cost
basis, except relating to the prior period, for the revaluation of certain
financial instruments which have been measured at fair value at the end of the
prior reporting period, as explained in the accounting policies below. The
Financial Statements present the results for the six-month period to 31
December 2024 with a comparative year to 30 June 2024. Due to the shortening
of the financial period end and the acquisition during the period, the periods
are not directly comparable as noted in the General Information above.
The preparation of the Financial Statements requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the consolidated entity's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Financial
Statements, are disclosed in Note 3.
The material accounting policies adopted in the preparation of the Financial
Statements are set out below. The policies have been consistently applied
throughout the current and prior year presented.
(b) Going concern
The Group meets its day-to-day working capital requirements from the positive
cash flows generated by its trading activities and its available cash
resources. The information in these Financial Statements has been prepared on
a going concern basis, which assumes that the Group will continue to be able
to meet its liabilities as they fall due within the next 12 months from the
date of approval.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
The Directors confirm that they have re-assessed the principal risks and
reviewed current performance and forecasts, combined with expenditure
commitments and including capital expenditure. The Group's forecasts
demonstrate it should generate profits and cash in the period ending 31
December 2025 and beyond and the Directors are satisfied that the Group has
sufficient cash reserves to enable it to meet its obligations as they fall due
for a period of at least 12 months from the date of signing these financial
statements.
At 31 December 2024, the Group has net assets of £40,287,510 (30 June 2024:
£1,832,896) and a cash balance of £13,424,847 (2024: £6,461,475).
(c) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations effective and adopted by the Group:
IFRSs applicable to the Financial Statements of the Group have been applied
for the six-month period ending 31 December 2024 as well as for the
comparative year. The application of these standards have no material impact
on the financial results or presentation.
Standards, amendments and interpretations issued but not yet effective:
The following standards are issued but not yet effective. The Group intends to
adopt these standards, if applicable, when they become effective. It is not
currently expected that these standards will have a material impact on the
Group.
Standard Effective date
Amendments to IAS 21 Lack of exchangeability*; 1 January 2025
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*;
IFRS 18 - Presentation and Disclosure in Financial Statements*; and 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures* 1 January 2027
* Subject to EU endorsement
(d) Basis of consolidation
The Consolidated Financial Statements consolidate the financial statements of
the Company, and its subsidiary undertakings drawn up to each relevant period
end date.
A subsidiary is an entity controlled by the Company. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group or, if
created directly, the subsidiary has been incorporated. The Group obtains
control over an entity when it has:
a) Power over the entity
b) Exposure, or rights, to variable returns from its involvement with
the entity
c) The ability to use its power over the entity to affect the amount
of the Group's returns
Where applicable, the results of subsidiaries acquired during the period are
included in the consolidated statement of comprehensive income from the
effective date of acquisition. Where necessary, adjustments are made to the
Financial Statements of subsidiaries to bring their accounting policies into
line with those used by the Group.
The acquisition method of accounting is used to account for business
combinations that result in the acquisition of subsidiaries by the Group. The
cost of a business combination is measured as the fair value of the assets,
equity instruments issued, and liabilities incurred or assumed at the date of
exchange. Identifiable assets acquired, liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date. Any excess of the cost of the business combination
over the acquirer's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised is recorded as goodwill.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
Inter-company transactions, balances, and unrealised gains on transactions
between the Company and its subsidiaries, which are related parties, are
eliminated in full on consolidation.
(e) Associated undertakings
Associates are those entities in which the Group has significant influence,
but not control, over the financial and operating policies. The Consolidated
Financial Statements includes the Group's share of the total comprehensive
income of the associate on an equity accounted basis, from the date that
significant influence commences until the date that significant influence
ceases.
(f) Revenue recognition
The Group generates revenue from the provision of pension advice to clients
and related services.
To determine whether to recognise revenue, the Group follows the 5-step
process as set out within IFRS 15:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied
The revenue and profits recognised in any period are based upon the delivery
of performance obligations and an assessment of when services are delivered to
the customer.
Revenue is primarily generated in one of two ways: the receipt of advisory
fees on the referral of clients, and the provision of pension administration
services direct to customers.
Financial advice - Wealth management and appointed representatives
Income is earned by the Group from the provision of financial advice to
clients, for which an advisor charge is received. The Group has a contract
with the individual to whom pension advice is being provided, and an advisor
charge is payable to the Group based on the advice given and level of funds
being invested. This becomes payable once the client has passed a 'cooling
off' period, which is referred to as the 'on risk' date.
The Group considers that there is a single performance obligation, being the
provision of financial advice, which is satisfied at a point in time being the
'on risk' date. Revenue is therefore recognised on that date.
Policies sold on an indemnity basis are potentially subject to a clawback. A
provision is included for any such clawbacks, although these are rare in
practice.
The Group also earns income from the provision of services to appointed
representatives. In these situations, the customer with whom the Group has a
contract is the appointed representative rather than the individual to whom
pension advice is being provided.
Pension administration services
The Group's subsidiary, InvestAcc Pension Administration Services Limited
('IPA') provides various products that are structured around advice and
services to those wishing to invest in two types of pension plans:
Self-Invested Personal Pensions ('SIPPs') and Small Self-Administered Schemes
('SSASs').
IPA earns revenue from agreements with each customer that are governed by a
'schedule of fees.' Under these agreements, IPA collects an annual fee for the
services to be provided which include scheme set-up, ongoing management,
administration and the provision of an annual valuation report.
There are therefore a number of performance obligations included in the
contract with the customer. However, only the initial set-up of the scheme is
considered to be a distinct performance obligation. In the first year of the
scheme, revenue is considered to be mainly derived from the set-up and is
therefore recognised at the date of commencement.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
The remaining services are considered to represent a collection of performance
obligations that are not consumed separately by the customer and could occur
at any point over the annual term. These are therefore considered to be a
collection of non-distinct performance obligations that are delivered over
time and are recognised on a straight-line basis over the term of the contract
from the second year onwards.
SIPP products are billed annually in advance, resulting in deferred income
being recognised in the balance sheet. This is reflected as a current
liability as all remaining income will be recognised in the period following
the balance sheet date.
SSAS products are billed annually in arrears, resulting in accrued income
being recognised in the balance sheet and included in receivables.
Treasury interest income
The Group receives a share of interest on monies deposited with banks relating
to client pension arrangements. This is considered to be part of the Group's
normal trading activities and is therefore recognised within revenue rather
than finance income. Interest is recognised over time as it accrues on the
accounts and is received on a monthly basis.
(g) Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation.
Depreciation is recognised so as to write off the cost of assets less their
residual values, with the expected value of zero, over their useful lives on
the following basis:
Fixture and fittings 20% straight-line
Motor vehicles 18% straight-line
Leasehold improvements 10% straight-line
(h) Financial instruments
Investments and other financial assets
Classification
The Group classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value (either through
OCI or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
Measurement
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed to the income statement.
Trade and other receivables
The Company assesses on a forward-looking basis the expected credit losses
associated with its receivables carried at amortised cost. For trade
receivables, the Company applies the simplified approach permitted by IFRS 9,
resulting in trade receivables recognised and carried at original invoice
amount less an allowance for any uncollectible amounts based on expected
credit losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to
initial recognition they are measured at amortised cost using the effective
interest method.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in
hand and short-term deposits with original maturities of three months or less
from inception that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value. Bank overdrafts are
shown within current financial liabilities.
Warrants
In relation to the prior period end, warrants that failed the fixed for fixed
criteria were accounted for as derivative liability instruments under IAS 32
and were measured at fair value at the date of issue and were remeasured at
the prior period end with the change in fair value being recognised in the
Statement of Comprehensive Income. Fair value of the warrants has historically
been calculated using a Black-Scholes option pricing methodology and details
of the estimates and judgements used in determining the fair value of the
warrants are set out in Note 3.
At 31 December 2024, warrants meeting the definition of equity are held in a
separate reserve in equity and not subsequently remeasured.
(i) Goodwill
Goodwill represents the amount by which the fair value of the cost of a
business combination exceeds the fair value of the net assets acquired.
Goodwill is not amortised and is stated as cost less any accumulated
impairment losses.
The recoverable amount of goodwill is tested for impairment annually or when
events or changes in circumstance indicate that it might be impaired.
Impairment charges are deducted from the carrying value and recognised
immediately in the income statement.
(j) Intangibles
Externally acquired intangible assets are initially recognised at cost and
subsequently amortised on a straight-line basis over their useful economic
lives. Intangible assets are recognised on business combinations if they are
separable from the acquired entity or give rise to other contractual/legal
rights. The two acquired intangibles are as follows:
Branding
Branding intangible value is the deemed fair value attributable to the
acquired brands.
Customer relationships
Customer relationships intangible is the allocated fair value of the customer
relationships of the acquired companies.
The amounts ascribed to such intangibles are arrived at by using appropriate
valuation techniques (see section related to critical estimates and judgements
below).
The significant intangibles recognised by the Group, their useful economic
lives and the methods used to determine the cost of intangibles acquired in a
business combination are as follows:
Asset Useful Economic Life Valuation method
Customer Relationships 10 to 15 years Multi-Period Excess Earnings Method
Brand value 10 years Relief From Royalty
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(k) Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle that obligation, and a reliable estimate can be made of
the amount of the obligation.
Provisions are measured at the Directors' best estimate of the expenditure
required to settle the obligation at the reporting date and are discounted to
present value where the effect is material.
(l) Pensions
The Group participates in defined contribution pension schemes and
contributions are charged to the income statement in the year in which they
are due. These pension schemes are funded, and the payment of contributions is
made to separately administered trust funds. The assets of the pension schemes
are held separately from the Group. Contributions to defined contribution
plans are recognised as employee benefit expense when they are due. If
contribution payments exceed the contribution due for service, the excess is
recognised as a prepayment.
(m) Leases
The Group as lessee
Short term leases or leases of low value are recognised as an expense on a
straight-line basis over the term of the lease.
The Group recognises right-of-use assets under lease agreements in which it is
the lessee. The underlying assets mainly comprise property and are used in
the normal course of business. The right-of-use assets comprise the initial
measurement of the corresponding lease liability payments made at or before
the commencement day as well as any initial direct costs and an estimate of
costs to be incurred in dismantling the asset. Lease incentives are deducted
from the cost of the right-of-use asset. The corresponding lease liability
is included in the consolidated statement of financial position as a lease
liability.
The right-of-use asset is depreciated over the lease-term and if necessary
impaired in accordance with applicable standards. The lease liability is
initially measured at the present value of the lease payments that are not
paid at that date, discounted using the rate implicit in the lease. The lease
liability is subsequently measured by increasing the carrying amount to
reflect interest on the lease liability (application of the effective interest
method) and by reducing the carrying amount to reflect the lease payments
made. No lease modification or reassessment changes have been made during
the reporting period from changes in any lease terms or rent charges.
(n) Equity
Ordinary shares and sponsor shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are recognised in equity as a
deduction from the proceeds. Equity instruments are measured at the fair value
of the cash or other resources received or receivable, net of the direct costs
of issuing the equity instruments. If payment is deferred and the time value
of money is material, the initial measurement is on a present value basis.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(o) Corporation tax
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the income statement except to the extent that it relates to
items recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous
years.
Deferred tax is provided, using the liability method, on all temporary
differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognised for all deductible temporary differences,
carry-forward of unused tax assets and unused tax losses, to the extent that
it is probable that taxable profit will be available against which the
deductible temporary differences and the carry-forward of unused tax assets
and unused tax losses can be utilised, except where the deferred tax asset
relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax
asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date.
(p) Earnings per ordinary share
The Group presents basic earnings per Ordinary Share ("EPS") data for its
Ordinary Shares as disclosed in more detail in Note 11. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of Ordinary Shares
outstanding during the year. Diluted EPS is calculated by adjusting the
weighted average number of Ordinary Shares outstanding to assume conversion of
all potential dilutive Ordinary Shares Warrants and Incentive Shares which
would result in Ordinary Shares.
(q) Share based payments
The A1 Ordinary Shares and A2 Ordinary Shares in InvestAcc (BVI) Limited (the
"Incentive Shares''), represent equity-settled share-based payment
arrangements under which the Group receives services as a consideration for
the additional rights attached to these equity shares.
Equity-settled share-based payments to Directors and others providing similar
services are measured at the fair value of the equity instruments at the grant
date. Fair value is determined using an appropriate valuation technique,
further details of which are given in Note 29. The fair value is expensed,
with a corresponding increase in equity, on a straight-line basis from the
grant date to the expected exercise date. Where the equity instruments granted
are considered to vest immediately as the services are deemed to have been
received in full, the fair value is recognised as an expense with a
corresponding increase in equity recognised at grant date.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(r) Warrants
At the prior period end, warrants were accounted for as derivative liability
instruments under IAS 32 and were measured at fair value at the date of issue
and each subsequent balance sheet date until the point they were settled,
reclassified or cancelled. Fair value of the warrants was calculated using a
Black-Scholes option pricing methodology. Details of the estimates and
judgements used in determining the fair value of the warrants are set out in
Note 3.
At 31 December 2024, the warrants in issue (solely the Ordinary Shares
Warrants as discussed in more detail in Note 24) meet the criteria of equity,
and accordingly are classified in equity and recorded at fair value on initial
recognition in equity. On an ongoing basis, these will not subsequently be
remeasured.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the Group's Financial Statements under IFRS requires the
Directors to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities. Estimates and judgements are continually evaluated and are based
on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates.
Key sources of estimation uncertainty
Identifiable assets acquired and liabilities assumed
As required by IFRS 3, we have measured the assets acquired and liabilities
assumed on the acquisition in the period at their fair value on acquisition.
The fair values of contract liabilities at the acquisition date were estimated
to obtain a price that would be paid to transfer the liability in an orderly
transaction between market participants. The approach used was based on a
market participant's estimate of the costs that will be incurred to fulfil the
obligation plus a normal profit margin, based on the overall cost profile over
the life of the contract.
The determination of the fair value of assets and liabilities including
goodwill arising on the acquisition of the business, the acquisition of
branding, customer relationships, and intellectual property, whether arising
from separate purchases or from the acquisition as part of the business
combination, and development expenditure, which is expected to generate future
economic benefits, are based, to a considerable extent, on management's
estimations. Independent specialists were engaged to review the assessment.
The fair value of these assets is determined by discounting estimated future
net cash flows the asset is expected to generate where no active market for
the asset exists. The use of different assumptions for the expectations of
future cash flows and the discount rate would change the valuation of the
intangible assets
Goodwill impairment
As required by IAS 36, goodwill is required to be considered for impairment at
least annually or whenever indicators of impairment are present. The Directors
have prepared forecasts and are satisfied that no impairment is required. The
inputs and considerations of this review are outlined in Note 13.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY (CONTINUED)
On 4 July 2024, the Company announced the successful placing of and
subscription for 30 million New Ordinary Shares, at a price of £1 per share.
On this date the Company also announced that the 12,000,000 A Warrants then in
issue has been surrendered and cancelled. This affected both the
classification of the remaining Ordinary Shares Warrants at 31 December 2024,
and the method used to ascertain fair value of both the Ordinary Shares
Warrants and A Warrants at 30 June 2024.
Classification of Ordinary Shares Warrants
As the New Ordinary Shares issued were issued at £1 each, this supported the
Directors' view that the downward adjustment clause in the Warrant Instrument
(as defined in note 24) is highly unlikely to be relevant and therefore that
the warrants meet the fixed for fixed criteria of IAS 32. Accordingly, the
Ordinary Shares Warrants were reclassified from liabilities to equity on 4
July 2024.
Valuation of Ordinary Shares Warrants and A Warrants at 30 June 2024
For the year ended 30 June 2024 a different approach to valuing each of the
Ordinary Shares Warrants and A Warrants has been used. In years prior to 30
June 2024, both the Ordinary Shares Warrants and Ordinary Share and A warrant
and A share have been valued at a combined price of £1. At 30 June 2024, for
the Ordinary Shares Warrants, the market value of £1 per ordinary share has
been used, being the price that the New Ordinary Shares were subscribed for
without any matching warrants. As the A shares were converted into Ordinary
Shares, and the matching A warrants surrendered and cancelled on 4 July 2024
it was not appropriate to value the A shares at £1 at 30 June 2024, instead,
the Company continued to use an aggregate value of £1 for an A share and A
warrant.
Valuation of Ordinary Shares Warrants at 31 December 2024
For the Ordinary Shares Warrants remaining in issue at 31 December 2024, the
Directors are of the opinion that these warrants did not materially change in
value between 30 June 2024 and their reclassification to equity on 4 July
2024, and are therefore shown in equity at the fair value reported at 30 June
2024. On an ongoing basis, these will not subsequently be remeasured.
Valuation of Incentive Scheme
The Company has issued Incentive Shares as part of the creation of a long-term
incentive scheme which is valued using a Monte Carlo model. This model
requires estimation and judgement surrounding the inputs of exercise price,
expected volatility, risk free rate, expected dividends, and expected term of
the Incentive Shares. The Ordinary A share liability held, represents the
subscription price where there is an option to redeem the shares for cash in
the instance of a good leaver for certain individuals, at the lower of market
value and the subscription price.
Other disclosures relating to the Group's exposure to risk and uncertainties
in relation to financial instruments are included in Note 28.
Critical accounting judgements
Revenue recognition
As detailed in Note 5, the recognition of revenue arising from pension
administration services requires judgements and estimates to determine the
appropriate allocation of revenue to performance obligations.
Recognition and classification of costs relating to fundraise
In the prior accounting year, the Company has incurred or accrued £2,621,041
of fees in connection with the acquisition of InvestAcc. These costs have been
accounted for as follows:
i. Where they are directly attributable to the
issuance of shares, they are taken as a deduction from equity on the issuance
of the equity, and;
ii. Where they are not directly attributable to the
issuance of shares (for example an acquisition cost or listing cost), they are
recorded in the Statement of Comprehensive Income as an expense.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY (CONTINUED)
Consistent with the Company's accounting policy, costs directly related to the
prospectus are considered directly attributable to the issuance of shares, in
this case being the 30 million New Ordinary Shares issued on 4 July 2024. All
other costs associated with the transaction, for example acquisition related
costs or costs associated with the listing of the New Ordinary Shares and
conversion of the A shares into Ordinary Shares are recorded in the Statement
of Comprehensive Income as an expense. As of 31 December 2024, costs amounting
to £903,127 are considered to be directly attributable to the £30 million
equity raise and were classified as deferred costs in the year to 30 June
2024, were released into equity following the completion of the issue of the
30 million New Ordinary Shares (refer to Note 25).
4. SEGMENT INFORMATION
Management currently identifies one operating segment in the Group under IFRS
8 being the provision of pension advice and related services. Although the
group is organised into three separate trading companies, in practice these
entities are centrally managed and controlled, and internal reporting is
presented on a consolidated basis.
Significant customers
There are no individual customers comprising 10% or more of combined revenues
in any period.
5. REVENUE
Revenue is earned from contracts with customers within the United Kingdom.
Significant judgements and policies
The Company applies the principles of revenue recognition set out in IFRS 15.
The revenue and profits recognised in any period are based on the delivery of
performance obligations and an assessment of when control is transferred to
the customer.
For revenue from wealth management and appointed representative referrals, for
which the Group receives a fee, revenue is recognised at a point in time.
For pension administration services where an annual fee is charged to a
customer, revenue is recognised 'over time' as control of the performance
obligation is transferred to the customer. This particular element of revenue
recognition requires judgement. The Directors have concluded that, for fees
charged in the first year, revenue represents services already delivered (e.g.
the set up of the scheme) and the income is therefore recognised when billed.
For subsequent years, revenue represents a number of non-distinct services for
which there are no standalone prices. Revenue is therefore recognised evenly
on a monthly basis over the course of the year.
Treasury interest income received from banks holding client monies on interest
sharing arrangements is recognised on a monthly basis.
Disaggregation of revenue
The Directors consider that, based on the characteristics of the work being
performed and the consequential effect on the nature of revenue recognition,
there are four categories of revenue. An analysis of the revenue recognised in
each year is shown below.
5. REVENUE (CONTINUED)
For the 6 months ended For the year ended
31 December 2024 30 June 2024
£'s £'s
Pension administration services 1,358,822 -
Wealth management 580,309 -
Appointed representative revenue 220,990 -
Treasury interest income 372,208 -
2,532,329 -
Contract balances
As noted above, for pension administration services the timing or billing is
such that invoicing does not necessarily represent the timing of services. As
a result, contract assets and liabilities arise depending on whether the
services are billed in arrears (for Small Self-Administered Schemes) or in
advance (Self-Invested Personal Pensions). In both cases, the contract asset
or liability will be realised in the following year.
All deferred income included in the balance sheet at 31 December 2024 is
expected to reverse within one year.
The balances included as follows.
As at As at
31 December 2024 30 June 2024
£'s £'s
Accrued income- contract assets 265,415 -
Deferred income- contract liabilities (2,105,445) -
6. OPERATING LOSS
Loss for the year has been arrived at after charging:
For the 6 months ended For the year ended
31 December 2024 30 June 2024
£'s £'s
Depreciation of property, plant and equipment 47,400 -
Amortisation of right of use assets 32,456 -
Amortisation of Intangibles 399,557 -
7. EMPLOYEES AND DIRECTORS
During the period ended 31 December 2024, the Company had seven serving
Directors: James Corsellis, Mark Hodges, Will Self, James Pearce (resigned 19
December 2024), Giovanni Castagno, Helen Copinger-Symes and Martin Potkins.
The Company has 110 employees at the period end who were not Directors of the
Company during the year (30 June 2024: One).
7. EMPLOYEES AND DIRECTORS (CONTINUED)
The Company's subsidiary has issued Incentive Shares directly to Will Self and
Mark Hodges. James Corsellis is indirectly beneficially interested in the
Incentive Shares through his interest in MLTI. Further detail is disclosed in
Note 29. James Pearce had been issued incentive shares in the prior year,
however, on his resignation he transferred these back to the Company at a
price of £0.01 per share, and these were held in treasury and post year end
were subsequently transferred back to InvestAcc (BVI) Limited and cancelled.
Further incentive shares have been issued post period end as disclosed in Note
33.
(a) Employment costs for the Group during the year:
For the 6 months ended 31 December 2024 For the year ended 30 June 2024
£'s £'s
Directors' salaries 584,649 668,019
Staff salaries 999,067 118,180
Social security costs 239,031 114,803
Bonus provision 435,263 59,026
Pension contributions 28,713 29,218
Short term employee benefits 8,672 4,468
Termination benefits 10,000 -
Total employment costs expense 2,305,395 993,714
James Pearce was entitled to an annual gross salary of £220,000, a 5%
employer pension contribution and to a transactional bonus of up to £100,000
on the completion of the Acquisition. James resigned on 19 December 2024,
included in Directors fees is £84,333 in lieu of notice and included in
termination benefits of £10,000 for loss of office. In the year to 30 June
2024, James Pearce received signing on fee of £19,710 in addition to his
salary, which was used to pay the subscription price for his Incentive Shares
as further detailed in Note 29.
Mark Hodges in respect of his appointment as Non-Executive Director and
Chairman is entitled to an annual fee of £250,000.
Will Self in respect of his appointment as Chief-Executive Officer is entitled
to an annual gross salary of £320,000, employer pension contribution of 8% of
Gross salary and car allowance of £10,000. There are provisions for
discretionary annual bonuses to be paid up to the maximum value of 75% of his
salary, provided performance targets are met. In the period ended 31 December
2024, he was awarded a transactional bonus of £240,000 and has satisfied the
performance conditions for further bonuses of £96,000. Of the total awarded,
he was paid £180,000 prior to the period end, with £108,000 to be paid
within six months of the year end, with the remaining value of £48,000 plus
social security to be paid in FY2026 and FY2027, as outlined in Note 21. In
the year to 30 June 2024, Will Self received a bonus of £39,315 which was
used to pay the subscription price for his Incentive Shares as further
detailed in Note 29.
James Corsellis in respect of his appointment as Non-Executive Director is
entitled to an annual fee of £75,000.
7. EMPLOYEES AND DIRECTORS (CONTINUED)
Giovanni Castagno, Helen Copinger-Symes and Martin Potkins. in respect of
their appointment as Independent Non-Executive Directors are each entitled to
an annual fee of £80,000.
(b) Key management compensation
During the period, the Board considered the Directors of the Company to be the
key management personnel of the Group, in addition to the Chief Operating
Officer and Chief Risk Officer.
For the 6 months ended 31 December 2024 For the year ended 30 June 2024
£'s £'s
Fees and salaries 673,540 682,310
Social security costs 148,924 100,973
Bonus provision 450,933 39,315
Pension contributions 8,067 -
Short term employee benefits 8,671 -
Termination benefits 10,000 -
Total employment costs expense 1,300,135 822,598
(c) Employed persons
The average monthly number of persons employed by the Group (including
Directors) during the period was as follows:
For the 6 months ended 31 December 2024 For the year ended 30 June 2024
number number
Directors 5 4
Other staff 110 1
115 5
8. ADMINISTRATIVE EXPENSES
For the 6 months For the year
ended 31 December ended 30 June
2024 2024
£'s £'s
Group expenses by nature
Personnel costs 2,305,395 993,714
Acquisition related costs 199,564 1,717,914
Non-recurring project, professional and diligence costs 354,825 115,500
Professional support 901,862 1,007,269
Amortisation of Intangibles 399,557 -
Audit fees payable (Note 32) 106,500 24,580
Share-based payment expenses (Note 29) 21,755 43,510
Depreciation of property, plant and equipment 47,400 -
Sundry expenses 199,987 6,983
4,536,845 3,909,470
Acquisition related costs are those fees expensed that were directly
attributable to the Acquisition.
9. NET FINANCE INCOME
For the 6 months ended 31 December 2024 For the year ended 30 June 2024
£'s £'s
Interest on cash and cash equivalents 525,968 359,367
Lease finance costs (9,454) -
Other interest payable and similar charges (378) -
Net finance income 516,136 359,367
10. INCOME TAX
For the 6 months ended 31 December 2024 For the year ended 30 June 2024
£'s £'s
Current tax:
UK corporation tax - -
Adjustments in respect of prior periods
Total current tax charge - -
Deferred tax:
Origination and reversal of temporary differences 2,820,285 -
2,820,285 -
Tax on ordinary activities
Reconciliation of effective rate and tax charge For the 6 months ended 31 December 2024 For the year ended 30 June 2024
£'s £'s
Loss on ordinary activities before tax (1,483,210) (2,971,103)
Capital allowances (43,034) (758)
Expenses not deductible for tax purposes 694,742 (103,643)
Loss on ordinary activities subject to corporation tax (831,502) (3,075,504)
Loss multiplied by the rate of corporation tax in the UK of 25% (30 June 2024: (207,876) (768,876)
25%)
Effects of:
Tax losses not utilised 113,371 768,876
Tax Losses used in group offset 94,505 -
Movements in deferred taxation (Note 22) 2,820,285 -
Total taxation credit 2,820,285 -
10. INCOME TAX (CONTINUED)
The Group is tax resident in the UK and as at 31 December 2024, had cumulative
tax losses available to carry forward against future trading profits of
£11,279,136 (30 June 2024: £6,831,237) subject to agreement with HM Revenue
& Customs. A deferred tax asset has been recognised in respect of these
losses. A deferred tax asset is recognised in relation to these carried
forward losses as it is probable that the tax losses can be utilised.
Pillar Two Tax reform has been considered but the Group is not of a sufficient
size to be included.
11. EARNINGS PER ORDINARY SHARE
As set out earlier in these Financial Statements, on 4 July 2024, 30 million
New Ordinary Shares were issued by the Company, the 12 million A shares then
in issue were converted into Ordinary Shares and the 12 million A Warrants
were redeemed and cancelled in connection with the Acquisition. On
completion of the Acquisition, a further 6,150,911 Consideration Shares were
issued. The treatment in prior periods of A shares as Ordinary Shares for the
purposes of the EPS calculation due to the fact that both classes of share
have equal rights to the residual net assets of the Company, which enables
them to be considered collectively as one class per the provisions of IAS 33,
remains unaffected by this reclassification and for the purposes of this note
are referred to collectively as Ordinary Shares. The sponsor share has no
rights to distribution rights so has been ignored for the purposes of IAS 33.
Basic EPS is calculated by dividing the loss attributable to equity holders of
the company by the weighted average number of Ordinary Shares in issue during
the period. Diluted EPS is calculated by adjusting the weighted average number
of Ordinary Shares outstanding to assume conversion of all Ordinary Shares
Warrants which would result in dilutive potential Ordinary Shares.
As more fully detailed in Note 29 and the Remuneration Report set out earlier,
Incentive Shares in InvestAcc (BVI) Limited have been issued. On exercise, the
value of these shares is expected to be delivered by the Company issuing new
ordinary shares, and hence the Incentive Shares could have a dilutive effect,
although the Company has the right at all times to settle such value in cash.
Whilst the Incentive Shares can not currently be redeemed as the relevant
criteria have not yet been met, as the Preferred Return has been met the
Incentive Shares do have value to the incentive shareholders, and accordingly
the estimated number of Ordinary Shares that would need to be issued at 31
December 2024 to satisfy the value of the LTIP have been included for the
purposes of diluted EPS. Based on the incentive value at 31 December 2024,
the Incentive Shares would convert into 940,440 Ordinary Shares.
Ordinary Profit / Loss per share For the 6 months ended 31 December 2024 For the
year ended 30 June 2024
Profit / (loss) attributable to owners of the parent (£'s) 1,337,075 (2,971,103)
Weighted average in issue 44,834,020 12,700,000
Basic profit / (loss) per ordinary share (£'s) 0.0298 (0.2339)
11. EARNINGS PER ORDINARY SHARE (CONTINUED)
Diluted Profit / Loss per share
Earnings for the purpose of diluted earnings per share 1,337,075 (2,971,103)
Number of shares 44,834,020 12,700,000
Effects of potential dilutive ordinary shares
Ordinary share warrants 700,000 -
Incentive Shares 960,440 -
Weighted average number of ordinary shares in issue 46,494,460 12,700,000
Diluted earnings / (loss) per share 0.0288 (0.2339)
12. SUBSIDIARIES
InvestAcc Group Limited is the parent company of the Group, the Group
comprises the following subsidiaries as at 31 December 2024:
Company name Nature of business Country of incorporation Ordinary Shares held
InvestAcc (BVI) Limited (formerly MAC II (BVI) Limited) Incentive vehicle British Virgin Islands 100%
InvestAcc UK Limited (formerly MAC II UK Limited) Holding Company England 100%(1)
InvestAcc Holdings Limited (formerly InvestAcc Group Limited) Holding Company England 100%(1)
InvestAcc Pension Administration Limited Pension administration England 100%(1)
InvestAcc Limited Financial wealth advice England 100%(1)
Vesta Wealth Limited Financial wealth advice England 100%(1)
InvestAcc Pension Trustees Limited Pension Funding England 100%(1)
(1)Indirectly Held
The share capital of InvestAcc (BVI) Limited (formerly MAC II (BVI) Limited)
consists of both Ordinary Shares and Incentive Shares. The Incentive Shares
are non-voting and disclosed in more detail in Note 29. The registered office
of InvestAcc (BVI) Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140,
Road Town, Tortola, VG1110, British Virgin Islands and has a UK Establishment
address at 11 Buckingham Street, London, WC2N 6DF.
InvestAcc UK Limited (formerly MAC II UK Limited) was incorporated on 13 May
2024. The registered office of InvestAcc UK Limited is 11 Buckingham Street,
London, United Kingdom, WC2N 6DF.
The registered office of InvestAcc Pension Administration Limited and
InvestAcc Pension Trustees Limited is Solway House Business Park, Kingstown,
Carlisle, England, CA6 4BY.
12. SUBSIDIARIES (CONTINUED)
The registered office of InvestAcc Limited and Vesta Wealth Limited is Unit 2
The Sidings, Port Road Business Park, Carlisle, Cumbria, United Kingdom, CA2
7AF.
Three of the subsidiaries within the group are authorised, and regulated, by
the Financial Conduct Authority - InvestAcc Pension Administration Limited,
InvestAcc Limited and Vesta Wealth Limited. As part of their regulatory
requirements, there was a combined regulatory capital requirement of £2.4m.
At 31 December 2024, in aggregate, surplus capital balances in the Group's
regulated entities amounted to 295% of the capital requirement.
There are no other restrictions on the Group's ability to access or use the
assets and settle the liabilities of the Group's subsidiary.
On 4 February 2025, a further subsidiary was incorporated in the British
Virgin Islands, InvestAcc IH Limited, which is 100% owned by InvestAcc (BVI)
Limited.
13. GOODWILL
Total
£'s
Cost
At 1 July 2024 -
Recognised on the Acquisition of a subsidiary (Note 26) 12,169,000
At 31 December 2024 12,169,000
Accumulated impairment losses
At 1 July 2024 -
Charge for the period -
At 31 December 2024 -
Net book value
At 31 December 2024 12,169,000
Goodwill has been allocated to a single cash generating unit, defined as the
provision of pension advice to clients and related services. The Group tests
goodwill annually for impairment, or more frequently if there are indications
that goodwill might be impaired. In making this assessment the Directors have
considered the following in determining the Fair value less cost to sell to
assess the value of the CGU and by extension Goodwill:
- The Enterprise Value ("EV") of InvestAcc was determined by utilising
an EV / EBITDA multiple and a last twelve months ("LTM") EBITDA, approximately
£3.6m at the point the acquisition price was determined. The most recent
revenue and EBITDA figures are in excess of the values which were determined
to use the EV, approximately £4.0m, indicating the EV of the business is now
greater;
- Market valuation multiples for precedent transactions within the
pension administration and wealth management sectors demonstrate an average
EV/EBITDA multiple of 12.8x for transactions between £25m and £50m, vs the
EBITDA multiple used at acquisition of 10x;
- Organic revenue growth within in the period from 1 October to 31
December was strong at 4-5% and is considered the key driver of profitability
given the recurring nature of the revenue; and
- There were no regulatory, legal or other environmental factors
identified that would suggest that an impairment is required.
The Directors have not identified any information suggesting these key
assumptions have materially changed in the period since the Acquisition. Their
view of long-term growth rates remains the same, and the Group's capital
structure has not changed since the Acquisition and have concluded that no
impairment is required.
14. INVESTMENT IN ASSOCIATES
Total
Cost £'s
At 1 July 2024 -
Recognised on the Acquisition of a subsidiary Group 13,354
Share of associates' comprehensive income 2,805
At 31 December 2024 16,159
The Group holds 33% of the shares in HGH Wealth Management Limited, a company
incorporated in England and Wales whose principal activity is the provision of
financial planning advice.
The above represents the Group's share of the associates' net assets on an
equity accounting basis. The Group's shares of the associates' comprehensive
income is included in the income statement.
The Group has historically waived its entitlement to dividends in respect of
its interest in HGH Wealth Management Limited.
This results in an adjustment to realign the Group's share of net assets each
year (effectively representing its share of the reduction in net assets
arising from the dividends). This is shown separately above but is deducted
from the Group's share of profits and losses shown in the income statement. No
dividends have been declared or paid in the period from acquisition to 31
December 2024.
15. OTHER INTANGIBLE ASSETS
Customer relationships Brand Total
Pension Administration Wealth Appointed representative
Management
£'s £'s £'s £'s £'s
Cost
At 1 July 2024 - - - - -
Acquisition of subsidiary 20,755,434 3,492,397 237,916 1,374,724 25,860,471
Additions - - - - -
At 31 December 2024 20,755,434 3,492,397 237,916 1,374,724 25,860,471
Amortisation
At 1 July 2024 - - - - -
Charge for the period (309,942) (52,944) (5,410) (31,261) (399,557)
At 31 December 2024 (309,942) (52,944) (5,410) (31,261) (399,557)
Net book value
At 31 December 2024 20,445,492 3,439,453 232,506 1,343,463 25,460,914
15. OTHER INTANGIBLE ASSETS (CONTINUED)
The Company has recognised customer relationships as it has demonstrated
historic benefits from strong customer retention, evidenced by a low historic
and current attrition rate, particularly with institutional clients, such as
employers. This is largely attributable to the stickiness of its contracts,
which foster long-term relationships. The estimated useful life of these
amounts is 15 years for both Pension Administration Services and Wealth
Management Services and 10 years for Appointed Representative Services.
The Company has recognised a value attributable to the InvestAcc Brand, as
InvestAcc is a multi-award-winning platform recognized for its ability to
drive growth and deliver value to its customers. The platform's reputation in
the market continues to contribute positively to the Company's financial
performance and growth prospect. The Brand value has an estimated useful life
of 10 years.
16. PROPERTY, PLANT AND EQUIPMENT
Fixtures and fittings Motor Leasehold Total
vehicles Improvements
£'s £'s £'s £'s
Cost
At 1 July 2024 - - - -
Acquisition of subsidiary 102,923 311,734 492,691 907,348
Additions 14,568 - 223,848 238,416
At 31 December 2024 117,491 311,734 716,539 1,145,764
Depreciation
At 1 July 2024 - - - -
Charge for the period 8,586 16,336 22,478 47,400
At 31 December 2024 8,586 16,336 22,478 47,400
Net book value
At 31 December 2024 108,905 295,398 694,061 1,098,364
17. RIGHT-OF-USE ASSETS
Property Total
£'s £'s
Cost
At 1 July 2024 - -
Acquisition of subsidiary 471,691 471,691
Additions 24,271 24,271
At 31 December 2024 495,962 495,962
Amortisation
At 1 July 2024 - -
Charge for the period 32,456 32,456
At 31 December 2024 32,456 32,456
Net book value
At 31 December 2024 463,506 463,506
18. TRADE AND OTHER RECEIVABLES
As at As at
31 December 2024
30 June
2024
£'s £'s
Amounts receivable within one year:
Trade receivables 276,528 -
Prepayments 290,293 104,769
Deferred costs - 903,127
Due from related party - 1
Other receivables 14,873 -
VAT receivable 125,297 62,062
706,991 1,069,959
Trade and other receivables above are stated net of expected credit loss
('ECL') provisions where necessary, which are calculated using the simplified
approach grouping trade receivables on the basis of their shared credit risk
characteristics.
Trade receivables are regularly reviewed for bad and doubtful debts. The
Group's policy is to include a provision for impairment based on estimated
credit losses. This includes an assessment where relevant of forward-looking
information on macroeconomic factors that may affect the ability of customers
to settle receivables. Trade receivables are written off where there is no
reasonable expectation or recovery, for example where the customer has entered
insolvency proceedings or where a customer has failed to make contractual
payments for an extended period. As part of this assessment, the Group also
considers the likelihood of any credit losses occurring in future based on
previous experience and knowledge of the respective customers.
Trade and other receivables are all current and any fair value difference is
not material. Trade and other receivables are assessed for impairment based
upon the expected credit losses model. In order to manage credit risk, the
Directors set limits for customers based on a combination of payment history
and third-party credit references. Credit limits are reviewed on a regular
basis in conjunction with debt ageing and collection history.
The Directors believe the credit risk attached to its customer base is
minimal, as such have taken the ECL percentage as nil.
The maturity analysis of trade receivables is
< 1 month 1-2 months 2-3 months > 3 months Total
£'s £'s £'s £'s £'s
31 December 2024 78,213 19,757 5,700 172,858 276,528
The expected credit loss rate on all ageing columns above is 0%. Amounts over
3 months old mostly relate to pension administration services. These are not
considered impaired as collection of the relevant fees is awaiting liquidity
in the underlying fund, which will occur at an unspecified future point.
Instances of non-collection of these fees are very rare.
19. CASH AND CASH EQUIVALENTS
As at As at
31 December 2024
30 June
2024
£'s £'s
Cash and cash equivalents
Cash at bank 13,424,847 6,461,475
13,424,847 6,461,475
Credit risk is managed on a group basis. Credit risk arises from cash and cash
equivalents and deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with a minimum
short-term credit rating of B, as issued by Fitch, are accepted in the period.
20. TRADE AND OTHER PAYABLES
As at As at
31 December 2024
30 June
2024
£'s £'s
Amounts falling due within one year:
Trade payables 213,110 376,645
Due to a related party (Note 30) 6,434,230 635,213
Accruals 761,875 1,866,209
Other tax liabilities 162,706 43,456
Other creditors 89,614 623,615
A1 ordinary share liability (Note 29) 65,400 65,400
7,726,935 3,610,538
There is no material difference between the book value and the fair value of
the trade and other payables.
All trade payables are non-interest bearing and are usually paid within 30
days.
21. PROVISIONS
As at
31 December 2024
£'s
Cost
As at 1 July 2024 -
Additions 54,624
As at 31 December 2024 54,624
The provision represents bonus due to Will Self that has been deferred. This
bonus is due to be paid in equal instalments in March 2026 and March 2027, and
represents 50% of the bonus to which he is entitled and expected social
security costs.
22. DEFERRED TAX
As at As at
31 December 2024
30 June
2024
£'s £'s
Deferred tax liability (6,539,736) -
Deferred tax asset 2,896,518 -
(3,643,218) -
Movement in deferred tax liability
Acquisition of a subsidiary (6,463,502) -
Other temporary differences (76,234) -
(6,539,736) -
Movement in deferred tax asset
Credit to P&L on recognition of losses 2,819,784 -
Accelerated capital allowances and other temp differences 76,734 -
2,896,518 -
23. LEASES
The Group leases properties and certain items of fixtures and fittings. With
the exception of short-term leases and leases of low value underlying assets,
each lease is reflected on the balance sheet as a right-of-use asset (Note 17)
and a lease liability.
The Group has recognised 3 property leases in the period ended 31 December
2024. Property leases relate to sites that are used as offices as part of the
Group's normal operations. There are no variable payments or extension and
termination options in existence that require recognition under IFRS 16.
All future cashflows are included. The leases are not subject to rent reviews.
The Group has used the interest rate implicit in the lease for the office
equipment lease where the capital value is readily available. For property
leases, the Companies have used an incremental borrowing rate of 3%,
reflecting the interest rate that would be considered to be available on
borrowing from third party lenders on similar assets. In undertaking the
calculations for the property leases, the Group has utilised the practical
expedient in IFRS 16 to use a single discount rate across a portfolio of
leases with similar arrangements. The Leases do not include any residual value
guarantees or restrictive covenants.
Amounts recognised in the Combined Statement of Financial Position relating to
leases are:
Right-of-use assets
£'s
Net book value
At 1 July 2024 -
Acquired with Subsidiary 471,691
Additional lease 24,271
Amortisation charge for the period (32,456)
At 31 December 2024 463,506
23. LEASES (CONTINUED)
Maturity analysis
As at 31 December 2024 As at 30 June
£'s 2024
£'s
Due within one year 117,914 -
Due within one to five years 365,515 -
483,429 -
Amounts recognised in the Consolidated Statement of Comprehensive Income
The Consolidated Statement of Comprehensive Income shows the following amounts
relating to leases:
For the 6 months ended 31 December 2024 For the year ended 30 June
£'s 2024
£'s
Depreciation charge of right-of-use asset 32,456 -
Interest expenses (within finance costs) 10,550 -
43,006 -
Amounts recognised in the Consolidated Statement of Cash Flows
For the 6 months ended 31 December 2024 For the year ended 30 June 2024
£'s £'s
Cash outflows 38,252 -
38,252 -
Low value leases and short-term leases
The Group has no leases for which the low value or short-term exemptions of
IFRS 16 has been applied.
24. WARRANT LIABILITY
£'s
Fair value of warrants at 1 July 2023 2,667,000
Fair value movement of warrants:
Warrant liability - ordinary warrants
Warrant liability - Ordinary Shares Warrants 21,000
Warrant liability - A Warrants (600,000)
Total fair value movement (579,000)
Fair value of warrants at 30 June 2024 2,088,000
Transfer of warrants on cancellation to equity:
Warrant liability - ordinary warrants
Warrant liability - Ordinary Shares Warrants (168,000)
Warrant liability - A Warrants (1,680,000)
Fair value movement (240,000)
Fair value of warrants at 31 December 2024 -
24. WARRANT LIABILITY (CONTINUED)
On 4 December 2020, the Company issued 700,000 Ordinary Shares and matching
warrants at a price of £1 for one ordinary share and matching warrant. Under
the terms of the warrant instrument ("Warrant Instrument"), warrant holders
are able to acquire one ordinary share per warrant at a price of £1 per
ordinary share, subject to a downward price adjustment depending on future
share issues prior to or in conjunction with the Company's acquisitions.
On 20 April 2021, the Company issued 12,000,000 A shares and matching warrants
at a price of £1 for one A share and matching A warrant instrument. Under the
terms of the A warrant instrument ("A Warrant Instrument"), warrant holders
are able to acquire one ordinary share per warrant at a price of £1 per
ordinary share, subject to a downward price adjustment depending on future
share issues.
Effective 31 March 2022, both the Warrant Instrument and A Warrant Instrument
were amended such that the long stop date was extended to the fifth
anniversary of an initial acquisition by a member of the Group (which may be
in the form of a merger, share exchange, asset acquisition, share or debt
purchase, reorganisation or similar transaction) of a business. In
conjunction with the Acquisition, the A Warrants were cancelled, leaving only
the Ordinary Shares Warrants in issue. On 9 October 2024 the Company
completed its initial acquisition, and accordingly, the Ordinary Shares
Warrants were fully vested and are now exercisable for 5 years from the date
of the Acquisition.
In the period from issuance to 30 June 2024, warrants were accounted for as
level 3 derivative liability instruments and were measured at fair value at
grant date and each subsequent balance sheet date. The Warrant Instrument and
A Warrant Instruments were separately valued at the date of grant. For both
the Ordinary Shares Warrants and A Warrants, the combined market value of one
share and one warrant was considered to be £1, in line with the market price
paid by third party investors. A Black-Scholes option pricing methodology was
used to determine the fair value, which considered the exercise prices,
expected volatility, risk free rate, expected dividends and expected term.
For the year ended 30 June 2024 a different approach to valuing the Ordinary
Shares Warrants and A warrants has been used. In years prior to 30 June 2024,
both the Ordinary Shares Warrants and Ordinary Share and A warrant and A share
have been valued at a combined price of £1. At 30 June 2024, the market value
of £1 per ordinary share has been used, being the price that the New Ordinary
Shares were subscribed for without any matching warrants. As the A shares were
converted into Ordinary Shares, and the matching A warrants surrendered and
cancelled on 4 July 2024 it was not appropriate to value the A shares at £1
at 30 June 2024, instead, the Company continued to use an aggregate value of
£1 for an A share and A Warrant.
At 30 June 2024, the fair value of the Warrant Instrument was assessed as 24p
per warrant and the fair value of the A Warrant Instrument was assessed as 16p
per warrant. The result of change in fair value of the warrants was a fair
value gain of £579,000 (2023: loss of £254,000). The Directors were
responsible for determining the fair value of the warrants at each reporting
date, the underlying calculations are prepared by Deloitte LLP.
On 4 July 2024, the Company announced the successful placing of and
subscription for 30 million New Ordinary Shares, at a price of £1 per share.
On this date the Company also announced that the 12,000,000 A Warrants then in
issue have been surrendered and cancelled. The cumulative unrealised gain of
£240,000 relating to A warrants then in issue has been taken to the profit
and loss as a fair value gain, the initial fair value ascribed to the A
warrants has been transferred to the warrant cancellation reserve within
equity.
As the new ordinary shares were issued at £1 each, this supported the
Directors' view that the downward adjustment clause in the Warrant Instrument
is highly unlikely to be relevant and therefore that the warrants meet the
fixed for fixed criteria of IAS 32. Accordingly, the Ordinary Shares Warrants
were reclassified to equity on 4 July 2024 at their fair value at 30 June 2024
and therefore will no longer be revalued at each period end date. The Ordinary
Shares Warrants are potentially dilutive and have been included in the EPS
calculation.
25. STATED CAPITAL
£'s Number
Ordinary Shares
At 30 June 2024 326,700 700,000
Shares issued for cash* 29,096,873 30,000,000
Consideration Shares (Note 26) 6,150,911 6,150,911
Conversion of A shares 10,320,000 12,000,000
Total 45,894,484 48,850,911
*Shares issued for cash are stated net of £903,127 transaction costs
(previously included as deferred costs).
£'s Number
A Shares
At 30 June 2024 10,320,000 12,000,000
Conversion to ordinary shares (10,320,000) (12,000,000)
Closing balance - -
Under the Company's Memorandum of Association, the Company is authorised to
issue an unlimited number of ordinary shares and 100 Sponsor Shares of no par
value, divided into five classes as follows:
· an unlimited number of Ordinary Shares without par value
· an unlimited number of class A ordinary shares without par value
· an unlimited number of class B ordinary shares without par value
· an unlimited number of class C ordinary redeemable shares without
par value
· 100 Sponsor Shares without par value
The Ordinary Shares and A shares are entitled to receive a share in any
distribution paid by the Company and a right to a share in the distribution of
the surplus assets of the Company on a winding-up. Only Ordinary Shares have
voting rights attached. The Sponsor Share confers upon the holder no right to
receive notice and attend and vote at any meeting of members, no right to any
distribution paid by the Company and no right to a share in the distribution
of the surplus assets of the Company on a summary winding-up. Provided the
holder of the Sponsor Share holds directly or indirectly 5 per cent. or more
of the issued and outstanding shares of the Company (of whatever class other
than any Sponsor Shares), they have the right to appoint one Director to the
Board.
The Company must receive the prior consent of the holder of the Sponsor Share,
where the holder of the Sponsor Share holds directly or indirectly 5 per cent.
or more of the issued and outstanding shares of the Company, in order to:
• Issue any further Sponsor Shares;
• Issue any class of shares on a non pre-emptive
basis where the Company would be required to issue such share pre-emptively if
it were incorporated under the UK Companies Act 2006 and acting in accordance
with the Pre-Emption Group's Statement of Principles; or
• Amend, alter or repeal any existing, or
introduce any new share-based compensation or incentive scheme in respect of
the Group; and
• Take any action that would not be permitted (or
would only be permitted after an affirmative shareholder vote) if the Company
were admitted to the Premium Segment of the Official List.
25. STATED CAPITAL (CONTINUED)
The Sponsor Share also confers upon the holder the right to require that: (i)
any purchase of Ordinary Shares; or (ii) the Company's ability to amend the
Memorandum and Articles, be subject to a special resolution of members whilst
the Sponsor (or an individual holder of a Sponsor Share) holds directly or
indirectly 5 per cent. or more of the issued and outstanding shares of the
Company (of whatever class other than any Sponsor Shares) or are a holder of
Incentive Shares.
As set out in Note 24, the A shares were converted into Ordinary Shares
effective 4 July 2024 and therefore at the date of this report, the Company no
longer has any A shares in issue.
26. BUSINESS ACQUISITION
On 9 October 2024, the Company acquired 100% of the share capital and voting
equity interests of InvestAcc Holdings Limited for £41.5 million,
representing an enterprise value of approximately £36 million on a
cash-free-debt-free basis. The Acquisition was funded via a £30 million
institutional placing and subscription (effective 4 July 2024) of which cash
of £29,210,495 was paid alongside the issue of 6,150,911 Consideration Shares
issued at a value of £1.00 per share, with an additional cash payment to
sellers of £6,150,911 following completion, of which £6,150,911 has been
paid since 31 December 2024.
The principal reason for the Acquisition was to provide the platform business
to support the Company's pursuit of its strategy to build the UK's leading
specialist pensions administration business in the public markets with an
initial focus on the self-invested personal pension segment.
In the period from 9 October 2024 to 31 December 2024, the acquired business
contributed £2,532,329 to Group revenues, and a profit of £1,166,000 to the
Group's comprehensive income. The Company and InvestAcc have both changed the
end of their reporting periods to 31 December to align, as a result the
Directors consider it impractical create a 12 month period from January to
December as the data to do so is not readily available.
InvestAcc Holdings Limited's latest financial year end, prior to Acquisition,
was 31 October 2023. On Acquisition the Group extended the period ended due 31
October 2024 to 31 December 2024, to align with the Group accounting period
end. The results of the InvestAcc Holdings Limited group have been
consolidated in these consolidated financial statements for the period from 9
October 2024 to 31 December 2024.
The following table summarises the fair value of assets acquired, and
liabilities assumed at the Acquisition date. There were no differences
identified between the book value and the fair value of assets and liabilities
acquired other than intangible assets
26. BUSINESS ACQUISITION (CONTINUED)
Fair value
£'s
Property, plant and equipment 907,348
Right of use assets 471,691
Trade and other receivables 263,316
Contract assets 451,331
Investment in associates 13,354
Cash 10,196,099
Trade and other payables (354,612)
Current tax payable 484,752
Lease liabilities (487,956)
Deferred tax liability (6,463,502)
Contract liabilities (1,998,975)
Customer relationships 24,485,747
Brand 1,374,724
Total fair value 29,343,317
Consideration 41,512,317
Goodwill 12,169,000
The consideration of £41,512,317 comprises of 6,150,911 Consideration Shares
issued at a value of £1.00 per share and the remaining £35,361,406 as cash
consideration.
The goodwill of £12,169,000 comprises the potential value of additional
synergies which is not separately recognised. Acquisition related costs of
£199,564 have been charged to the Consolidated Statement of Comprehensive
Income within administration expenses in the period to 31 December 2024.
27. RESERVES
The following describes the nature and purpose of each reserve within
shareholders' equity:
Accumulated losses
Cumulative losses recognised in the Consolidated Statement of Comprehensive
Income.
Share based payment reserve
The share-based payment reserve is the cumulative amount recognised in
relation to the equity-settled share-based payment scheme as further described
in Note 29.
Warrant cancellation reserve
Warrant cancellation reserve is the cumulative fair value of warrants
cancelled that are not over Ordinary Shares. The current value of the reserve
represents the fair value of warrants over A Shares at cancellation.
28. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The fair value measurement of the Group's financial and non-financial assets
and liabilities utilities market observable inputs and data as far as
possible. Inputs used in determining fair value measurements are categorised
into different levels based on how observable the inputs used in the valuation
technique utilised are (the "fair value hierarchy"):
Level 1: Quoted prices in active markets for identical items;
Level 2: Observable direct or indirect inputs other than Level 1 inputs; and
Level 3: Unobservable inputs, thus not derived from market data.
28. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the year they occur.
The Group has the following categories of financial instruments as at 31
December 2024:
As at As at
31 December 2024
30 June
2024
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 19) 13,424,847 6,461,475
Due from related party (Note 30) - 1
Trade receivables (Note 18) 276,528 -
Other receivables (Note 18) 14,873 -
13,716,248 6,461,476
Financial liabilities measured at amortised cost
Trade payables (Note 20) 213,110 376,645
Due to related party (Note 30) 6,434,230 635,213
Accruals (Note 20) 761,875 1,866,209
Other creditors (Note 20) 89,614 623,068
A1 ordinary share liability (Note 29) 65,400 65,400
7,564,229 3,567,082
Financial liabilities measured at fair value through profit and loss
Warrant Liability (Note 24) - 2,088,000
- 2,088,000
All financial instruments are classified as current assets and current
liabilities. There are no non-current financial instruments as at 31 December
2024.
For details of the fair value hierarchy, valuation techniques, and significant
unobservable inputs related to determining the fair value of the warrant
liability at the prior year end, which was classified in level 3 of the fair
value hierarchy, refer to Note 24.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
Treasury activities are managed on a Group basis under policies and procedures
approved and monitored by the Board. These are focussed on maximising the
interest earned by the Group on its cash deposits (refer Note 19) through
effective management of the amount available to be placed on deposit being
cognisant of the ongoing working capital requirements of the Group. Any
movement in interest rates will not have a significant effect on the Group or
its ability to continue to pursue its stated strategy and such movements are
therefore not considered to be a material risk to the Group.
The Group has considered the main risks associated with financial instruments:
market risk, credit risk and liquidity risk. Market risk mainly arises for
the pension business and is primarily borne by underlying customers. Market
risk across the non-pension business is managed through diversification and
monitoring of market conditions. Credit risk arises from potential default
by counterparties, including banks. This is managed through limit setting
and due diligence on counterparties.
28. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)
Liquidity risk is the risk that the group has insufficient liquid financial
resources to enable it to meet its obligations as they fall due. This is
managed through maintaining a balance of liquid assets and monitoring future
cash flow forecasts.
As the Group's financial instruments are predominantly cash and cash
equivalents, market risk, liquidity risk and amount due to related parties are
not currently considered to be material risks to the Group. The Group
manages and mitigates any risks in accordance with the policy set out above.
The Group does not currently engage in any hedging activity to further
mitigate any residual risks.
The Directors have reviewed the risk of holding a singular concentration of
assets as predominantly all credit assets held are cash and cash equivalents,
however, do not deem this a material risk. All cash and cash equivalents
being held with banks and financial institutions, with a minimum short-term
credit rating of B, as issued by Fitch.
29. SHARE-BASED PAYMENTS
Management Long Term Incentive Arrangements
The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure
alignment between Shareholders, and those responsible for delivering the
Company's strategy enabling the Company to attract and retain the best
executive management talent.
The LTIP will only reward the participants if shareholder value is created.
This ensures alignment of the interests of management directly with those of
Shareholders.
On inception of the LTIP, "Incentive Shares" were issued by the Company's
subsidiary to Marwyn Long Term Incentive LP ("MLTI"). On 17 June 2022, the
Incentive Shares in the Company's subsidiary were redesignated into A1
Ordinary Shares ("A1 Shares") and A2 Ordinary Shares ("A2 Shares") and the
Incentive shares issued to MLTI were redesignated as A2 Shares.
Mark Hodges, Will Self, and James Pearce were issued A1 Shares on 19 June
2022, 5 June 2023, and 22 May 2024 respectively. James Pearce's shares were
transferred to the Company for £0.01 per share in conjunction with his
resignation on 19 December 2024 and were held in treasury. Following the
balance sheet date, these shares were transferred back to the Company's
subsidiary and cancelled. There were further changes to the holdings of
incentive shares following the period end date which are set out in the
Remuneration Report on page 42 and Note 33.
Preferred Return
The incentive arrangements are subject to the Company's shareholders achieving
a preferred return. The preferred return is 10 percent per annum on a
compounded basis on the capital they have invested from time to time (with
dividends and returns of capital being treated as a reduction in the amount
invested at the relevant time) (the "Preferred Return"). The LTIP including
the Preferred Return are described in the prospectus available on the
Company's website (https://investaccgroup.com/investors
(https://investaccgroup.com/investors/shareholder-information/default.aspx) ).
Incentive Value
Subject to a number of provisions detailed below, if the Preferred Return and
at least one of the vesting conditions have been met, the holders of the
Incentive Shares can give notice to redeem their Incentive Shares for Ordinary
Shares in the Company ("Ordinary Shares") for an aggregate value equivalent to
20 per cent. of the "Growth", where Growth means the excess of the total
equity value of the Company and other shareholder returns over and above its
aggregate paid up share capital (20 per cent. of the Growth being the
"Incentive Value").
Grant date
The grant date of the Incentive Shares will be the date that such shares are
issued.
29. SHARE-BASED PAYMENTS (CONTINUED)
Service Conditions and Leaver Provisions
There are leaver provisions in relation to the A1 Shares which are set out in
the subscription agreements entered into between the holders of the A1 Shares,
the Company and InvestAcc (BVI) Limited.
If the holder leaves in circumstances in which he or she is deemed to be a
"Good Leaver" (being any reason other than a bad leaver circumstance), then
the holder of the A1 Shares will be entitled to the vested portion of the A1
Shares and in respect of the remainder of the A1 Shares the holder will be
required to enter into documentation under which, at the election of the
Company or InvestAcc (BVI) Limited, the remainder of the A1 Shares will be
compulsorily redeemed or acquired at the lower of the (i) the subscription
price, (ii) the market value for such A1 Shares or the A1 Shares may be
converted into Ordinary Shares in the Company, or (iii) £0.01 (as set out in
the relevant subscription letter). Any holder deemed to be a "Bad Leaver"
(such as termination of employment for gross misconduct, fraud or criminal
acts) will be required to sell his A1 Shares back to InvestAcc (BVI) Limited
or the Company for a total consideration of £0.01. As there are conditions
relating to certain subscriptions whereby the unvested portion of the A1
Shares can be redeemed or acquired at the lower of the (i) the subscription
price or (ii) the market value for such A1 Shares, the amount received on the
issue of those A1 Shares is recognised as a liability In the Financial
Statements.
Redemption / Exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Incentive Shares have the right
to exchange each Incentive Share for Ordinary Shares, which will be dilutive
to the interests of the holders of Ordinary Shares. However, if the Company
has sufficient cash resources and the Company so determines, the Incentive
Shares may instead be redeemed for cash. It is currently expected that in the
ordinary course Incentive Shares will be exchanged for Ordinary Shares.
However, the Company retains the right but not the obligation to redeem the
Incentive Shares for cash instead. Circumstances where the Company may
exercise this right include, but are not limited to, where the Company is not
authorised to issue additional Ordinary Shares or on the winding-up or
takeover of the Company.
Any holder of Incentive Shares who exercises their Incentive Shares prior to
other holders is entitled to their proportion of the Incentive Value to the
date that they exercise but no more. Their proportion is determined by the
number of Incentive Shares they hold relative to the total number of issued
shares of the same class.
Vesting Conditions and Vesting Period
The Incentive Shares are subject to certain vesting conditions, at least one
of which must be (and continue to be) satisfied in order for a holder of
Incentive Shares to exercise its redemption right. The vesting conditions are
as follows:
i. It is later than the third anniversary of the
initial acquisition and earlier than the seventh anniversary of the
Acquisition;
ii. A sale of all or substantially all of the revenue or net assets
of the business of the Subsidiary in combination with the distribution of the
net proceeds of that sale to the Company and then to its shareholders;
iii. A sale of all of the issued Ordinary Shares of the
Subsidiary or a merger of the Subsidiary in combination with the distribution
of the net proceeds of that sale or merger to the Company's shareholders;
iv. Where by corporate action or otherwise, the Company effects an
in-specie distribution of all or substantially all of the assets of the Group
to the Company's shareholders;
v. Aggregate cash dividends and cash capital returns
to the Company's Shareholders are greater than or equal to aggregate
subscription proceeds received by the Company;
vi. A winding-up of the Company;
vii. A winding-up of the Subsidiary; or
viii. A sale, merger or change of control of the Company.
29. SHARE-BASED PAYMENTS (CONTINUED)
If any of the vesting conditions described in paragraphs (ii) to (viii) above
are satisfied before the third anniversary of the initial acquisition, the
Incentive Shares will be treated as having vested in full.
Holding of Incentive Shares
MLTI, Mark Hodges and Will Self at the balance sheet date hold Incentive
Shares entitling them in aggregate to 100 per cent. of the Incentive Value.
Amendments to the Incentive Share holdings were made following the balance
sheet date and are detailed on page 42 and set out in Note 29.
The following shares were in issue to management and MLTI at 31 December 2024:
Issue date Name Share designation at balance sheet date Nominal Price Issue price per A ordinary share Number of A Ordinary Shares Unrestricted market value at grant date £'s IFRS 2 Fair value
£'s £'s
25 November 2020 MLTI A2 £0.01 7.50 2,000 15,000 169,960
19 June 2022 Mark Hodges A1 £0.01 23.50 2,000 47,000 166,275
5 June 2023 Will Self A1 £0.01 23.00 800 18,400 60,000
On 19 December 2024, the Company entered into a transfer agreement with James
Pearce under which James transferred his 400 A1 Shares to the Company to be
held in treasury. As disclosed in the Directors' Remuneration Report and in
the Post Balance Sheet Event Note 33, the 400 A1 Shares previously issued to
James Pearce, were subsequently transferred to InvestAcc (BVI) Limited by the
Company and cancelled on 31 January 2025. On 31 January 2025, Vinoy Nursiah
was issued 400 A1 Shares and the number of A1 Shares issued to Mark Hodges and
Will Self was amended as set out in the Remuneration Report on page 42.
Valuation of Incentive Shares
Valuations were performed by Deloitte LLP using a Monte Carlo model to
ascertain the unrestricted market value and the fair value at grant date.
Details of the valuation methodology and estimates and judgements used in
determining the fair value are noted herewith and were in accordance with IFRS
2 at grant date.
There are significant estimates and assumptions used in the valuation of the
Incentive Shares. Management considered at the grant date, the probability of
a successful first Business Acquisition by the Company and the potential range
of value for the Incentive Shares, based on the circumstances on the grant
date.
The cumulative unrestricted market value at grant date is equal to the tax
paid value of the shares. Under the terms of their subscription agreements,
the tax value paid by Mark Hodges and Will Self on the subscriptions set out
in the table above is payable to them in certain circumstances; accordingly,
the cumulative unrestricted market value at grant date of their A1 shares,
£65,400, is recognised as an A share liability (30 June 2024: £65,400),
being the tax paid value of the shares. The fair value of the Incentive Shares
granted under the scheme was calculated using a Monte Carlo model with the
following inputs:
Issue date Name Share designation at balance sheet date Volatility Risk-free rate Expected term* (years)
25 November 2020 MLTI A2 25% 0.0% 7.0
19 June 2022 Mark Hodges A1 30% 2.2% 7.1
5 June 2023 Will Self A1 30% 4.4% 7.2
29. SHARE-BASED PAYMENTS (CONTINUED)
*The expected term assumes that the Incentive Shares are exercised 7 years
post-acquisition.
The Incentive Shares are subject to the Preferred Return being achieved, which
is a market performance condition, and as such has been taken into
consideration in determining their fair value. The model incorporates a range
of probabilities for the likelihood of a Business Acquisition being made of a
given size.
Expense related to Incentive Shares
An expense of £21,755 (30 June 2024: £43,510) has been recognised in the
Statement of Comprehensive Income in respect of the Incentive Shares in issue
during the period. There is a service condition associated with the shares
issued to both Mark Hodges and Will Self which requires the fair value charge
associated with these shares to be allocated over the minimum vesting period.
These vesting periods are estimated to be 4.0 years and 3.04 years
respectively from the date of grant.
Under the terms of James Pearce's subscription letter, the A1 Shares that he
has subscribed for would be transferred to the Company at a price of 1p per
share should James not be made a permanent employee of the Group prior to the
expiration of his fixed term contract. As James resigned on 19 December
2024, the transfer of his shares back to the Company was approved at that
date. Following the period end date, the shares were transferred back to
InvestAcc (BVI) Limited and cancelled, in conjunction with the further
incentive share issuances as set out in Note 29.
There are no service conditions attached to the MLTI shares and as result the
fair value at grant date was expensed to the profit and loss account on issue.
30. RELATED PARTY TRANSACTIONS
James Corsellis has served as a Director of the Company during the year and
Antoinette Vanderpuije is the Company Secretary of the Company.
The Company issued 30 million New Ordinary Shares on 4 July 2024, of which
16,688,667 were issued to Marwyn Investment Management LLP ("MIM LLP"), of
which James Corsellis is the Chief Investment Officer, and Antoinette
Vanderpuije is a partner. As part of this transaction the 12,000,000 A shares
in issue were converted to Ordinary Shares and the matching A warrants
surrendered and cancelled. As a result, as at the date of this report MIM LLP
manages 59.8% of Ordinary Shares in the Company. There were no balances
outstanding or due to MIM LLP as at 31 December 2024 (30 June 2024: £73,068),
with the balance outstanding in the comparative period being for funds
received for shares to be issued.
For the period ended 31 December 2024, £50,000 of shares were issued to Will
Self for the funds received prior to end of the 30 June 2024 financial year.
James Corsellis and Antoinette Vanderpuije have an indirect beneficial
interest in the A2 Ordinary Shares issued by InvestAcc (BVI) Limited to Marwyn
Long Term Incentive LP which is disclosed in Note 29.
Mark Hodges and Will Self, have a direct interest in the A1 Ordinary Shares
issued by InvestAcc (BVI) Limited, as disclosed in Note 29.
Directors' emoluments, in relation to Mark Hodges, Will Self, James Pearce,
James Corsellis, John Castagno, Helen Copinger-Symes and Martin Potkins are
disclosed in Note 7 with details of Incentive Shares issued being outlined in
Note 29.
As part of the consideration due in respect of the Acquisition, £6,150,911
was due to the shareholders of InvestAcc Holdings Limited, being the then
parent of the InvestAcc operating group. It is only payable to those
shareholders on receipt of a dividend from InvestAcc Holdings Limited to
InvestAcc UK Limited. Following the period end date, an amount of
£6,150,911 has been partially paid in respect of this as set out in Note 33.
On 1 October 2024 InvestAcc (BVI) Limited subscribed for 29,418,095 Ordinary
Shares of £1.00 of its wholly owned subsidiary, InvestAcc UK Limited as part
of the transaction to acquire InvestAcc.
30. RELATED PARTY TRANSACTIONS (CONTINUED)
MCLLP services - to 30 June 2024
James Corsellis is also the managing partner of Marwyn Capital LLP ("MCLLP"),
and Antoinette Vanderpuije is a partner, which provides corporate finance
support, company secretarial, administration and accounting services to the
Company. Up to 4 July 2024, MCLLP charged a monthly fee of £52,350 per
calendar month (£50,000 up to December 2023) for the provision of the
corporate finance services, and managed services support was charged on a time
spent basis.
The period to 30 June 2024 included one-off corporate finance service fees of
£360,000 and one-off managed service fees of £180,747 in respect of
Acquisition related fees.
The total amount of charges incurred, inclusive of VAT, in the year ended 30
June 2024 by MCLLP for services was £1,321,395; they had incurred expenses on
behalf of the Company of £65,497; and the aggregate amount due to MCLLP at 30
June 2024 was £635,213.
MCLLP services - to 31 December 2024
From 4 July 2024, the engagement with MC LLP was amended. From that date,
the services provided by MCLLP include the provision of strategic company
secretarial services, including LSE/FCA compliance (with Antoinette
Vanderpuije serving as the named company secretary) for an annual fee of
£150,000.
MCLLP's additional roles include M&A, research and due diligence support,
as well as equity capital markets support, M&A execution and project
management of workstreams. Fees for these services will be agreed on a
project-by-project basis prior to the start of the specific workstream. The
fees incurred with respect of this for the period ended 31 December were
£6,755.
Until such time that the Company becomes self- sufficient, MCLLP will provide
company secretarial and corporate governance, reporting, human resources and
other administrative support billed on a time cost basis. The amount incurred
with respect of managed services for the period was £336,229, and MCLLP
incurred costs on behalf of the Company of £134,882, both inclusive of VAT.
MCLLP also provides the Company's current office and infrastructure with no
fee for the first 12 months, after which the fee will be reviewed
semi-annually or such time as the parties agree.
The aggregate amount outstanding with respect of all services provided by
MCLLP was £283,319.
31. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 31 December
2024 (30 June 2024: £Nil) that require disclosure or adjustment in these
Financial Statements.
32. INDEPENDENT AUDITOR'S REMUNERATION
Audit fees payable for the period ended 31 December 2024 were £106,500 (30
June 2024: £24,580). Fees payable for the period ended 31 December 2024 in
respect of any allowable non-audit related procedures were £27,720 (30 June
2024: £203,280).
33. POST BALANCE SHEET EVENTS
Of the total cash consideration outstanding of £6,150,911 (per Note 26 and
Note 30), a payment of £5,300,142 on 22 January 2025 was made to the
shareholders of InvestAcc representing the first tranche of deferred cash
consideration. On 11 April 2025, the final amount of £850,879 representing
the second tranche of deferred cash consideration was paid.
On 31 January 2025, 400 A1 Shares previously issued to James Pearce, were
subsequently transferred to InvestAcc (BVI) Limited by the Company and
cancelled following James' resignation on 19 December 2024. On 31 January 2025
Vinoy Nursiah was issued 400 A1 Shares conditional on commencement of his
employment as permanent CFO on 1 April 2025. The number of A1 Shares in issue
prior to this were subjected to a 1:5 bonus issue resulting in the number of
shares held by Mark Hodges and Will Self increasing. Will Self was then issued
an additional 240 A1 shares to increase his total holding to 1,200 A1 shares.
Refer Note 29 for further detail the incentive share scheme and the
Remuneration Report for further details.
33. POST BALANCE SHEET EVENTS (CONTINUED)
On 4 February 2025, InvestAcc IH Limited was incorporated. InvestAcc IH
Limited is a 100% directly owned subsidiary of InvestAcc BVI Limited.
On 27 March 2025, the InvestAcc Group announced the acquisition of the trade
and assets of AJ Bell's Platinum SIPP and SSAS administration business. The
transaction is expected to complete before the end of 2025 with consideration
to be paid of up to £25 million. The consideration for the transaction will
be funded via wider group cash resources and debt financing.
1 taken from the Pro Forma InvestAcc Ltd Trading Summary for the 12 month
period ended 31 December 2024
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