REG - Investacc Group Ltd. - Interim results: six months ended 30 June 2025
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RNS Number : 7180A Investacc Group Limited 25 September 2025
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25 September 2025
InvestAcc Group Limited
Interim results for the six months ended 30 June 2025
Excellent organic growth in revenue, delivered at an attractive Trading EBITDA
margin combined with strategic progress in key areas of focus.
InvestAcc Group Limited ("InvestAcc", the "Company" or, together with its
subsidiaries, the "Group"), a leading UK specialist pension administrator, is
pleased to present its unaudited results for the six month period to 30 June
2025 ("H1 25").
Organic revenue growth was up 20.3% to £6.0m (H1 24: £5.0m((1))), driven by
sustained demand for core pension administrative services, with 21.7% organic
growth in the number of SIPPs year-on-year. The Company also maintained an
attractive Trading EBITDA margin, underscoring its ongoing commitment to
operational excellence.
In addition, the Company made significant progress on its key strategic
initiatives, further reinforcing its foundation for future growth. This
included the implementation of a fee review, finishing the first phase of
developing a high-quality Treasury Function, and upgrading its SIPP
administrative platform. This further strengthens the group-wide capabilities
to support our growth trajectory.
The Company is expected to complete its acquisition of AJ Bell's Platinum SIPP
and SSAS business on 3 November 2025 following the extraction, migration, and
integration of the Platinum SIPP and SSAS clients onto InvestAcc's platform
("Completion"). The Company has also established a strategic partnership
with Kartesia, a European asset manager specialised in private corporate
lending, to finance the acquisition of the Platinum SIPP and SSAS business
from AJ Bell. This source of financing will also be available for further
inorganic growth opportunities.
Mark Hodges, Executive Chairman of InvestAcc Group, commented:
"We are pleased to report a strong first half performance for 2025, marked by
excellent organic growth and considerable strategic progress across the
organisation, as we reinforce our market position and lay the foundation for
future growth following the acquisition of InvestAcc Holdings Ltd in October
2024.
"Establishing a partnership with Kartesia has enabled us to continue investing
in the business while advancing our consolidation strategy. During the period,
we announced the acquisition of AJ Bell's Platinum SIPP and SSAS business
which is expected to complete on 3 November of this year. Upon Completion, we
will welcome over 3,400 new customers which will firmly establish InvestAcc as
a market leader in "Full" SIPP administration, all while we continue to
experience strong organic growth.
"With these robust foundations in place, we look forward to advancing our
consolidation strategy and building the UK's leading specialist pension
administrator. Our focus remains on creating a high-quality, integrated
business that provides unparalleled value and service to customers. We believe
favourable market dynamics continue to support our approach, positioning us
well to maintain our momentum into the second half of the year."
H1 2025 Financial Highlights
· Revenues increased 20.3% to £6.0m (H1 24: £5.0m((1))) driven by
organic growth in core pension administration activities that continue to
experience strong demand. This was reflected in a 21.7% rise in the number of
SIPPs year-on-year
· Trading EBITDA growth of 32.8% to £2.8m (H1 24: £2.1m((1)))
· Attractive Trading EBITDA margin
· Group operating costs increased by £1.1m, compared to H1 2024,
reflecting continued investment in group capability to support organic growth
and M&A agenda
· Recognition at key industry awards including the Defaqto Gold Award
for Pension Service 2025 and the winner of the Best SIPP Provider at the Money
Marketing Awards
£'m H1 24((1)) H1 25 % change
Pension administration 2.5 3.1 26.4%
Financial advice 1.2 1.3 10.0%
Appointed Representative 0.4 0.5 12.5%
Treasury 0.9 1.1 20.5%
Total revenue 5.0 6.0 20.3%
Operating costs (2.9) (3.2) 11.1%
Trading EBITDA 2.1 2.8 32.8%
Group costs (0.4) (1.5) 313.5%
Group EBITDA 1.8 1.3 (25.9%)
KPIs
Trading EBITDA margin 42.3% 46.7% 4.4%
Group EBITDA margin 35.0% 21.6% (13.4%)
Client retention - LTM 95.6% 96.3% 0.7%
Service quality 96.0% 97.3% 1.3%
No. of SIPPs (period end) 11,035 13,434 21.7%
(1) Given the change in year-end date and the mid period completion of
InvestAcc Holdings Ltd, we have produced an unaudited pro forma trading
summary for H1 2024 to provide clarity and year on year comparable business
performance trends
H1 25 Corporate Activity Highlights
· Successful platform upgrade to Delta Platinum Pro, migrating all SIPP
customers and over 9.5m data points
· The first phase in developing a high-quality Treasury Function has
been delivered. Two further phases will be implemented by the end of 2026
which will then deliver the full benefit
· Announced the acquisition of the Platinum SIPP and SSAS businesses
from AJ Bell for a maximum consideration of £25m, expected to complete on 3
November 2025 and projected to add over 3,400 customers to the Group
· The Group has entered into a strategic relationship with Kartesia 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
· Client retention rate above 96% and customer service quality levels
above 97% (H1 24: 96.0%) evidencing a continued focus on customer outcomes
Outlook
The strategic priorities for H2 2025 remain consistent with previous guidance
outlined in April 2025.
Continue to drive organic growth across core business lines - led by SIPP plan
growth -
The FCA recently reported that total SIPP operator assets under administration
now stand at £567 billion, with traditional SIPP operator assets up from
£130bn in 2022 to £184bn in 2025. This growth is being driven by four key
long-term macroeconomic trends, which are creating a greater need for
flexibility in long-term savings: ageing population and changing demographics;
trapped and concentrated wealth primarily in pensions and property; increasing
family reliance as the cost to make key life steps is becoming harder; and
large inter-generational wealth transfer expected over the coming decade.
There is a significant opportunity in the market, and we are already taking
decisive steps - through targeted M&A and strategic partnerships - toward
our vision of becoming the UK's leading specialist pensions administrator,
with a focus on providing unparalleled value and service to customers.
Complete AJ Bell acquisition and deliver remainder of integration plan - We
announced the acquisition of AJ Bell's Platinum SIPP and SSAS business on 27
March 2025. Since then, we have substantially completed the execution of the
integration plan across core areas, including customer data validation, data
extraction and migration, TUPE consultation, customer and IFA engagement, and
staff recruitment and training. The transaction is expected to complete on 3
November 2025.
Treasury Function - The Group has successfully completed the first phase of
developing a high-quality Treasury Function. A more sophisticated cash pooling
and maturity management system has been implemented, along with the
establishment of a dedicated Treasury and Liquidity Committee and several key
hires. The next phase will focus on the integration of AJ Bell's Platinum SIPP
and SSAS business treasury operations, which we expect will be fulfilled at
the same time as the acquisition is completed on 3 November of this year. The
final phase, scheduled for 2026, will involve aligning solutions across the
Group and managing the migration process to a new primary banking partner.
M&A - The Board remains optimistic about the broader M&A pipeline,
with multiple discussions ongoing with potential targets. We continue to see
attractive opportunities across all three target categories: specialist
providers, life companies, and platforms, with over 100 providers and
increased challenges for small and non-core books 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
-ENDS -
INTERIM MANAGEMENT REPORT
Introduction
We are delighted to present the unaudited condensed consolidated financial
statements (the "Financial Statements") for the six-month period to 30 June
2025, for InvestAcc Group Limited (the "Company") consolidating the results of
the Company and its subsidiaries (the "Group").
About Us
Our Long-Term Goal Build the UK's leading specialist pension administration business in the
public markets.
Our Starting Point Our initial focus is the self-invested personal pension ("SIPP") market. The
SIPP market is fragmented and, combined with UK demographics of an ageing
population and over £8.5 trillion of wealth concentrated in pension and
property assets, provides a structural opportunity for organic and inorganic
growth.
Our Execution Approach Create a resilient and customer-centred leader through a targeted "buy and
build" mergers and acquisitions ("M&A") strategy and strategic
partnerships.
Business Review
Key results in the period
The Group has continued to deliver on its strategic objectives in the
six-month period to 30 June 2025. The Group generated revenue of £6.0m in the
first half of the year, saw an increase in the number of active pension
schemes to 13,940 (11.8% growth from 31 December 2024) and client retention
remained above 96%.
A summary of the key activities and performance of the Group during the
six-month period to 30 June 2025 is set out below.
Acquisition agreed in the period
On 27 March 2025, the Company announced that it has agreed to acquire AJ Bell
plc's (''AJ Bell'') Platinum SIPP and SSAS business (the "Acquisition"), the
pension administration client books which form part of the AJ Bell
non-platform business, for a maximum consideration of £25.0m. This is the
second acquisition made by the Group, delivering on its buy and build strategy
and strengthening the Company's position as a market leader in "Full" SIPP
administration.
The Acquisition is expected to complete on 3 November 2025 following the
extraction, migration and integration of the Platinum SIPP and SSAS clients
onto InvestAcc's platform ("Completion").
The Acquisition's high-net-worth client base, exceptional service proposition
and strong financial performance make it a perfect strategic fit and
significantly strengthens the Group's position as a market leader in Full SIPP
administration, allowing us to enhance our service offering while maintaining
the highest standards of customer experience. The Acquisition is expected to
provide the Group with over 3.4k pension schemes and £3.3bn of Assets Under
Administration ("AuA").
The Acquisition price of up to £25.0m will be satisfied via:
· £18.5m consideration comprising £17.5m in cash and £1.0m in
new ordinary shares in the Company issued to AJ Bell on Completion; and
· Up to £6.5m deferred cash consideration expected to be paid in
the first six months of 2026, subject to the achievement of specific client
transfer targets to protect the Group against client lapses during the
migration process.
Financing arrangements
In conjunction with the announcement of the Acquisition, the Group entered
into a £25.0m committed acquisition facility (the "Facility") with Kartesia.
The Facility will be used to finance the Acquisition, with further ability to
scale and support the wider Group acquisition strategy in future.
On 14 April 2025, £5.0m of the Facility was drawn for Acquisition fees and to
support the costs associated with the extraction, migration and integration of
the Platinum SIPP and SSAS clients ahead of Completion. Further details of the
Facility are disclosed in Note 16.
Treasury Function
During the six-month period to 30 June 2025, the Group has undertaken a
strategic project to enhance the capability and systems associated with its
customer cash pooling activities (the "Treasury Function"). The first phase of
the project provides greater flexibility and a wider range of banking partners
and products to clients for the cash balances.
The Group has incurred a number of one-off set up costs associated with the
Treasury Function during the period. The financial benefit of the Treasury
Function will be realised in a number of phases. The first phase of the
Treasury Function was live on 4 August 2025.
Key performance indicators (KPIs)
Revenue and profitability
The Group's income totalled £6.0m in the six months to 30 June 2025 (six
months to 31 December 2024: £2.5m).
The comparative period data in the interim management report is shown for the
six-month period to 31 December 2024 and includes income for the short period
from the completion date of the InvestAcc Holdings Limited acquisition (9
October 2024). Prior to this date, the Company was a cash shell and not
revenue generating. Comparative data in the Statement of Comprehensive
Income, Statement of Changes in Cash flows and supporting notes is shown for
the six-month period to 30 June 2024, in line with the requirements of
reporting standards. Comparisons against the six months to 31 December 2024
are presented in the interim management report as this presents a clearer
picture of trends in the business, since there was no trading activity in the
six months to 30 June 2024.
Pension administration services and wealth management fees accounted for 52%
and 21% of total income respectively in the six months to 30 June 2025
(six-month period to 31 December 2024: 54% and 23% respectively).
The Group's earnings before interest, tax, depreciation, amortisation, and
non-trading exceptional costs ("Group EBITDA") in the period amounted to
£1.3m (six months to 31 December 2024: loss of £0.1m). InvestAcc's trading
contribution to Group EBITDA for the period ("Trading EBITDA") was a profit of
£2.8m (six months to 31 December 2024: profit of £0.9m).
The Group incurred non-trading, exceptional costs of £3.3m in the period
relating to the execution and integration of the Acquisition, non-recurring
set up costs for the Treasury Function, and costs associated with ongoing
acquisition activity for live and aborted transactions. Depreciation and
amortisation charges in the period were £1.1m, primarily relating to the
intangible assets associated with the acquisition of InvestAcc Holdings
Limited. The exceptional items, depreciation and amortisation are classified
as Administration Expenses in the Group's Statement of Comprehensive Income.
After deducting these items, the Group generated an operating loss of (£3.1m)
(six months to 31 December 2024: (£2.2m)).
In the six months to 31 December 2024, the Group incurred non-trading,
exceptional costs of £1.6m relating to the acquisition and integration of
InvestAcc Holdings Limited and development of the Group function, and
depreciation and amortisation charges of £0.5m, primarily relating to the
intangible assets associated with the acquisition of InvestAcc Holdings
Limited.
The table below shows each of the items described above.
Component Definition Six months to 30 June 2025 Six months to 31 December 2024
Trading EBITDA Core EBITDA from ongoing, underlying pension administration and associated £2.8m £0.9m
services
Only includes period post InvestAcc acquisition
Plc Costs Corporate costs of the listed vehicle, including governance, investor (£1.5m) (£1.0m)
relations and staff costs for group functions
Group EBITDA Trading EBITDA less Plc Costs £1.3m (£0.1m)
Integration Costs Costs incurred to integrate acquired businesses (£1.1m) (£0.1m)
Acquisition Costs Fees and one-off costs associated with executing M&A transactions (£2.0m) (£1.5m)
Other Exceptional Costs One-off costs related to the set-up of the Treasury Function (£0.2m) Nil
EBITDA Group EBITDA less the sum of Integration Costs, Acquisition Costs and any (£2.0m) (£1.7m)
other exceptional items
Depreciation and amortisation Charges for depreciation and amortisation, including the amortisation of the (£1.1m) (£0.5m)
intangible assets associated with the InvestAcc acquisition
Operating loss EBITDA less depreciation and amortisation (£3.1m) (£2.2m)
Customers and assets under administration
The number of InvestAcc's active SIPP and SSAS schemes increased by 1,473
(11.8%) in the period, to 13,940 as at 30 June 2025. The Group's pension
scheme AuA at the period end totalled £5.8 billion, which represents an
increase of 6.7% in the six months to 30 June 2025. The growth in AuA has been
driven by steady increases in our customer base.
Customer retention rates have remained strong, at a rate of 96.3% for
InvestAcc's SIPP product in the 12-month period to 30 June 2025. InvestAcc's
service quality scores for all SIPP and SSAS schemes were 97.3% over the same
period, reflecting InvestAcc's ongoing focus on providing excellent service to
its customers.
Funding and liquidity
The Group maintains a strong liquidity position, with cash and cash
equivalents of £10.6m as at 30 June 2025.
The Group's regulatory capital reserves for its regulated entities are
continuously monitored. As at 30 June 2025, in aggregate, surplus capital
balances in the Group's regulated entities amounted to 234% of the capital
requirement (31 December 2024: 295%). The Board monitors the Group's capital
surplus on an ongoing basis and the appropriate usage of any surplus balance,
subject to a buffer set at the Board's discretion.
As set out above, the Company entered into the Facility to finance the
Acquisition. The initial drawdown of £5.0m took place on 14 April 2025, a
further £20.0m is expected to be drawn upon completion of the Acquisition to
fund the initial consideration and associated transaction costs.
The annual interest rate margin is initially set at 6.75% above SONIA, which,
following completion of the Acquisition, is subject to a leverage ratchet.
Interest is paid on a semi-annual basis, with the first interest payment due
on 14 October 2025. Further details on the Facility are included in Note 16.
Directors
The Directors of the Company have served as directors during the period and
until the date of this report as set out below:
Mark Hodges (Chairman);
Will Self (Chief Executive Officer);
Vinoy Nursiah (Chief Financial Officer, appointed 1 April 2025);
James Corsellis (Non-Executive Director);
Martin Potkins (Non-Executive Director);
Giovanni Castagno (Senior Independent Non-Executive Director); and
Helen Copinger-Symes (Non-Executive Director).
Corporate Governance
The Company has adopted the UK Corporate Governance Code (the "Code"), details
of the Company's compliance with the Code are set out in the Company's Audited
Annual Report and Consolidated Financial Statements for the period ended 31
December 2024.
Principal risks and uncertainties
The Company's Audited Annual Report and Consolidated Financial Statements for
the period ended 31 December 2024, which are available on the Company's
website, set out the risk management and internal control systems for the
Group and identifies the risks that the Directors consider to be most relevant
to the Company based on its current status.
The business continues to be proactive in identifying emerging risks and
changes to the profile of existing risks. Whilst there remain a number of
potential risks to the Group that could impact the ability to successfully
deliver the Group's strategy, including key operational and financial risks,
these have not changed materially during the period. No material legal or
regulatory changes have been announced, and the Directors are therefore of the
opinion that there have been no changes of note to the risks faced by the
Company since the publication of the Annual Report and Consolidated Financial
Statements and that these remain applicable for the remaining six months of
the year.
Summary and outlook
The first six months of 2025 have seen continued progress as the Group has
delivered organic growth alongside the execution of strategic acquisitions and
projects.
The focus of the Group during the second half of 2025 will be to continue to
deliver customer service excellence and organic growth, implement the next
phase of the Treasury Function, complete the Acquisition and associated
integration activities, and build out group-wide capability and expertise.
The Company is also continuing to pursue its buy and build strategy through
targeted acquisitions, with a pipeline of both company and client book
extraction opportunities which are under active review
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Each of the Directors confirms that, to the best of their knowledge:
(a) these Interim Financial Statements, which have been prepared in accordance
with IAS 34 "Interim Financial Reporting" as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company; and
(b) these Interim Financial Statements comply with the requirements of DTR
4.2.
Neither the Company nor the Directors accept any liability to any person in
relation to the interim financial report except to the extent that such
liability could arise under applicable law.
Details on the Company's Board of Directors can be found on the Company
website at www.investaccgroup.com (http://www.investaccgroup.com) .
Mark Hodges
Chairman
23 September 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 30 June 6 months ended
2025 30 June
2024
Unaudited Unaudited
Note £'s £'s
Revenue 5 6,030,576 -
Cost of sales (558,212) -
Gross profit 5,472,364 -
Administrative expenses 8 (8,561,040) (2,827,387)
Operating Loss 6 (3,088,676) (2,827,387)
Finance income 105,979 171,577
Finance costs (214,403) -
Movement in fair value of warrants - 452,000
Loss for the period before tax (3,197,100) (2,203,810)
Income tax 241,535 -
Loss for the period (2,955,565) (2,203,810)
Total other comprehensive income - -
Total comprehensive loss for the period (2,955,565) (2,203,810)
Loss per ordinary share £'s £'s
Basic 10 (0.0605) (0.1735)
Diluted 10 (0.0605) (0.1735)
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 13 to 31 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 June 31 December
2025 2024
Unaudited Audited
Note £'s £'s
Non-current assets
Property, plant and equipment 1,133,199 1,098,364
Right-of-use assets 397,930 463,506
Goodwill 12 12,169,000 12,169,000
Other Intangible assets 12 24,594,404 25,460,914
Investment in associates 16,159 16,159
Deferred tax asset 2,812,537 2,896,518
Total non-current assets 41,123,229 42,104,461
Current assets
Trade and other receivables 13 1,345,514 706,991
Contract assets 5 244,598 265,415
Current tax receivable 703,793 695,965
Cash and cash equivalents 14 10,588,871 13,424,847
Total current assets 12,882,776 15,093,218
Total assets 54,006,005 57,197,679
Equity and liabilities
Equity
Ordinary Shares 18 45,894,484 45,894,484
Sponsor Shares 18 1 1
Warrant cancellation reserve 18 1,680,000 1,680,000
Ordinary Shares Warrants 18 168,000 168,000
Share-based payment reserve 18, 21 316,009 277,566
Accumulated losses (10,688,106) (7,732,541)
Total equity 37,370,388 40,287,510
Non-current liabilities
Lease liabilities 309,755 365,515
Deferred tax liability 6,221,193 6,539,736
Provisions 17 27,312 54,624
Borrowings 16 4,743,350 -
Total non-current liabilities 11,301,610 6,959,875
As at As at
30 June 31 December
2025 2024
Unaudited Audited
Note £'s £'s
Current liabilities
Trade and other payables 15 2,881,498 7,726,935
Contract liabilities 5 2,338,502 2,105,445
Lease liabilities 114,007 117,914
Total current liabilities 5,334,007 9,950,294
Total liabilities 16,635,617 16,910,169
Total equity and liabilities 54,006,005 57,197,679
The Notes on pages 13 to 31 form an integral part of these Interim Financial
Statements.
The Interim Financial Statements were approved and authorised for issue by the
Board of Directors on 23 September 2025 and were signed on its behalf by:
Mark Hodges Martin Potkins
Chairman Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
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 as at 1 January 2024 (Unaudited) 326,700 10,320,000 1 223,396 - - (6,865,806) 4,004,291
Total comprehensive loss for the period - - - - - - (2,203,810) (2,203,810)
Share-based payment charge - - - 21,755 - - - 21,755
21
Issuance of A1 Incentive shares - - - 10,660 - - - 10,660
Balance as at 30 June 2024 (Audited) 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 10,320,000 (10,320,000) - - - - - -
Cancellation of A Warrants 1,680,000 - - 1,680,000
Share-based payment charge - - - 21,755 - - - 21,755
21
Issuance of Ordinary Shares for acquisition 29,096,873 - - - - - - 29,096,873
Ordinary Shares Warrants - reclassified - - - - - 168,000 - 168,000
Shareholder's Loan converted to Ordinary Shares 6,150,911 - - - - - - 6,150,911
Balance at 31 December 2024 (Audited) 45,894,484 - 1 277,566 1,680,000 168,000 (7,732,541) 40,287,510
Total comprehensive loss for the period - - - - - - (2,955,565) (2,955,565)
Share-based payment charge - - - 38,443 - - - 38,443
21
Balance at 30 June 2025 (Unaudited) 45,894,484 - 1 316,009 1,680,000 168,000 (10,688,106) 37,370,388
The Notes on pages 13 to 31 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN CASH FLOWS
6 months ended 30 June 6 months ended 30 June
2025 2024
Unaudited Unaudited
Note £'s £'s
Operating activities
Loss for the period (3,197,100) (2,203,810)
Adjustments to reconcile total operating loss to net cash flows
Depreciation charges 6 156,443 -
Finance income (105,979) (171,577)
Finance expense 214,403 -
Fair value (gain) on warrants - (452,000)
Share-based payment expense 21 38,443 21,755
Amortisation of intangibles 6, 12 866,510 -
Amortisation of right-of-use assets 6 65,576 -
Loss on sale of PPE 6 8,529 -
Working capital adjustments
Increase in trade receivables (617,706) (1,017,566)
(Decrease) / Increase in trade and other payables (4,640,547) 2,716,401
Cash used in operations (7,211,428) (1,106,797)
Net cash used in operations (7,211,428) (1,106,797)
Investing activities
Purchase of tangible assets (258,807) -
Proceeds from sale of tangible assets 12 59,000 -
Interest received 105,979 171,577
Net cash flows (used)/ received from investing activities (93,828) 171,577
Financing activities
Proceeds from issue of ordinary A share capital - 10,660
Proceeds from proposed placing and subscription of Ordinary Shares - 623,068
Proceeds from borrowings 16 5,000,000 -
Issue costs of borrowings 16 (450,000) -
Other interest payable and similar charges (1,474) -
Lease payments (79,246) -
Net cash flows received from financing activities 4,469,280 633,728
Net decrease in cash and cash equivalents (2,835,976) (301,492)
Cash and cash equivalents at the beginning of the period 14 13,424,847 6,762,967
Cash and cash equivalents at the end of the period 10,588,871 6,461,475
The Notes on pages 13 to 31 form an integral part of these Interim Financial
Statements.
NOTES TO THE CONDENSED 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.
During the period ended 31 December 2024 the Company acquired InvestAcc
Holdings Limited (formerly InvestAcc Group Limited) ("InvestAcc"). The
entities forming part of the Group are detailed in Note 11 (all direct and
indirect subsidiaries, together with the Company, the "Group"). The Group
provides specialist pensions administration across three business areas:
pension administration, financial advice, and treasury interest income. The
Company enables a platform from which to continue 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.
2. MATERIAL ACCOUNTING POLICIES
(a) Basis of preparation
The Interim Financial Statements for the period ended 30 June 2025 ("Interim
Financial Statements") have been prepared in accordance with IAS 34 Interim
Financial Reporting and are presented on a condensed basis.
The Interim Financial Statements do not include all the notes of the type
normally included in an annual financial report. The Interim Financial
Statements should be read in conjunction with the annual consolidated
financial statements for the six-month period to 31 December 2024, which were
prepared in accordance with International Financial Reporting Standards
("IFRS"), and the public announcements made by the Company during the interim
period.
The preparation of the Interim 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 Interim Financial
Statements, are disclosed in Note 3.
The material accounting policies adopted in the preparation of the Interim
Financial Statements are set out below. The policies have been consistently
applied throughout the current and prior period 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 Interim 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.
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 positive EBITDA and cash flow in the second
half of 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 Interim
Financial Statements.
As at 30 June 2025, the Group has net assets of £37,370,388 (31 December
2024: £40,287,510) and a cash balance of £10,588,871 (31 December 2024:
£13,424,847).
(c) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations effective and adopted by the Group:
IFRSs applicable to the Interim Financial Statements of the Group have been
applied for the six-month period to 30 June 2025 as well as for the
comparative period. The application of new or amended standards in these
periods has had no material impact on the financial results or presentation.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
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. The Group notes that whilst the revisions set out in IFRS 18 are not
assessed as impacting the reported results or financial position of the Group,
the layout and line items within the primary statements may vary when the IFRS
becomes effective. This is a presentation matter only and does not affect
recognition or measurement.
Standard Effective date
Amendments IFRS 9 and IFRS 7 - Classification and measurement of financial 1 January 2026
instruments*;
Amendments IFRS 9 and IFRS 7 - Contracts referencing Nature-dependent 1 January 2026
electricity
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 Interim Financial Statements consolidate the Interim 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; and
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
Interim 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.
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) 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
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
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.
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.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(f) 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.
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.
Borrowings
Borrowings comprise amounts drawn down from facilities, these are held at
amortised cost with transaction costs directly attributable amortised over
expected life of the Loan to arrive at the terminal cash flows equal to the
face value of the Loan.
(g) 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.
(h) 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.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(i) 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
(j) Pensions
The Group participates in defined contribution pension schemes and
contributions are charged to the income statement in the period 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.
(k) 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.
(l) Corporation tax
Tax on the profit or loss for the period 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 period, using tax rates enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous
periods.
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.
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
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 period 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.
(m) 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 10. 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 period. 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.
(n) 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 21. 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.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the Group's Interim 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 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.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY (CONTINUED)
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.
Valuation of Incentive Scheme
The Company has issued Incentive Shares in the period to Vinoy Nursiah 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, further details are set
out in note 21.
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.
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 setup 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 period.
Treasury interest income received from banks holding client monies on interest
sharing arrangements is recognised on a monthly basis.
5. REVENUE (CONTINUED)
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 period is shown below
6 months ended 6 months ended 30 June
30 June 2024
2025
Unaudited Unaudited
£'s £'s
Pension administration services 3,136,599 -
Wealth management 1,283,073 -
Appointed representative revenue 498,036 -
Treasury interest income 1,112,868 -
6,030,576 -
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 period.
All deferred income included in the balance sheet at 30 June 2025 is expected
to reverse within one year.
The balances included as follows.
As at As at
30 June
31 December
2025
2024
Unaudited Audited
£'s £'s
Accrued income- contract assets 244,598 265,415
Deferred income- contract liabilities (2,338,502) (2,105,445)
6. OPERATING LOSS
Loss for the period has been arrived at after charging:
6 months ended 30 June 6 months ended 30 June
2025 2024
Unaudited Unaudited
£'s £'s
Depreciation of property, plant and equipment 156,443 -
Amortisation of right of use assets 65,576 -
Amortisation of Intangibles (Note 12) 866,510 -
Loss on disposal of PPE 8,529 -
7. EMPLOYEES AND DIRECTORS
During the period ended 30 June 2025, the Company had seven serving Directors:
Mark Hodges, Will Self, Vinoy Nursiah, James Corsellis, Martin Potkins,
Giovanni Castagno, and Helen Copinger-Symes.
The Company's subsidiary has issued Incentive Shares directly to Will Self,
Mark Hodges, and Vinoy Nursiah. James Corsellis is indirectly beneficially
interested in the Incentive Shares through his interest in MLTI. Further
detail is disclosed in Note 21.
(a) Employment costs for the Group during the period:
6 months ended 30 June 6 months ended 30 June
2025 2024
Unaudited Unaudited
£'s £'s
Directors' salaries 710,268 380,615
Staff salaries 2,451,737 65,295
Social security costs 339,929 59,093
Pension contributions 73,779 13,535
Total employment costs expense 3,575,713 518,538
In the period ended 30 June 2025, Will Self was paid £48,000, relating to the
settlement of an awarded bonus for performance conditions met up to the period
ended 31 December 2024, with the remaining value of £48,000 plus social
security to be paid in FY2026 and FY2027. The amount due to be paid in more
than one year is included within provisions as per Note 17.
(b) Key management compensation
During the period, the Board considered the Directors of the Company, the
Chief Risk Officer and the Chief Commercial Officer to be the key management
personnel of the Group.
6 months ended 30 June 6 months ended 30 June
2025 2024
Unaudited Unaudited
£'s £'s
Fees and salaries 953,965 380,615
Social security costs 96,016 65,295
Pension contributions 17,230 12,800
Total employment costs expense 1,067,211 458,710
8. ADMINISTRATIVE EXPENSES
6 months ended 30 June 6 months ended 30 June
2025 2024
£'s £'s
Unaudited Unaudited
Group expenses by nature
Personnel costs 3,575,713 518,538
Acquisition related costs 1,456,572 1,717,914
Non-recurring project, professional and diligence costs 868,043 -
Professional support 1,292,449 551,550
Amortisation of Intangibles (Note 12) 866,510 -
Amortisation of right of use assets 65,576 -
Audit fees payable 31,331 12,955
Share-based payment expenses (Note 21) 38,443 21,755
Depreciation of property, plant and equipment 156,443 -
Loss on disposal of PPE 8,529 -
Sundry expenses 201,431 4,675
8,561,040 2,827,387
9. INCOME TAX
Tax is charged at 25% for the six months ended 30 June 2025 (30 June 2024:
25%) representing the best estimate of the average annual effective tax rate
expected to apply for the full year, applied to the pre-tax income for the
six-month period.
10. EARNINGS PER ORDINARY SHARE
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
InvestAcc acquisition. On completion of the InvestAcc 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 and Incentive Shares which would result in the potential issuance of
Ordinary Shares.
As more fully detailed in Note 21, 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 cannot
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 30 June 2025 to satisfy the value of
the LTIP have been included for the purposes of diluted EPS. Based on the
incentive value and listed share price of the Company as at 30 June 2025, the
Incentive Shares would convert into 3,703,789 Ordinary Shares.
10. EARNINGS PER ORDINARY SHARE (CONTINUED)
Ordinary Loss per share 6 months ended 30 June 6 months ended 30 June
2025 2024
Unaudited Unaudited
Loss attributable to owners of the parent (£'s) (2,955,565) (2,203,810)
Weighted average Ordinary Shares in issue 48,850,911 12,700,000
Loss per ordinary share (£'s) (0.0605) (0.1735)
Diluted loss per share (£'s) (0.0605) (0.1735)
The basic and diluted earnings per share are the same given the loss in each
period, making the Incentive Shares and Ordinary Share Warrants anti-dilutive.
11. SUBSIDIARIES
InvestAcc Group Limited is the parent company of the Group. The Group
comprises the following subsidiaries as at 30 June 2025:
Company name Nature of business Country of incorporation Ordinary Shares held
InvestAcc (BVI) Limited Incentive vehicle British Virgin Islands 100%
InvestAcc IH Limited Holding Company British Virgin Islands 100%(1)
InvestAcc UK Limited Holding Company England 100%(1)
InvestAcc Holdings 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
InvestAcc IH Limited was incorporated on 4 February 2025 in the British Virgin
Islands.
12. OTHER INTANGIBLE ASSETS
Goodwill Customer relationships Brand Total
£'s £'s £'s £'s
Cost
As at 1 July 2024 (Unaudited) - - - -
Acquisition of subsidiary 12,169,000 24,485,747 1,374,724 38,029,471
As at 31 December 2024 (Audited) 12,169,000 24,485,747 1,374,724 38,029,471
Cost
As at 30 June 2025 (Unaudited) 12,169,000 24,485,747 1,374,724 38,029,471
Amortisation
As at 1 July 2024 (Unaudited) - - - -
Charge for the period - (368,296) (31,261) (399,557)
As at 31 December 2024 (Audited) - (368,296) (31,261) (399,557)
Amortisation
Charge for the period - (798,715) (67,795) (866,510)
As at 30 June 2025 (Unaudited) - (1,167,011) (99,056) (1,266,067)
Net book value
As at 31 December 2024 (Audited) 12,169,000 24,117,451 1,343,463 37,629,914
As at 30 June 2025 (Unaudited) 12,169,000 23,318,736 1,275,668 36,763,404
13. TRADE AND OTHER RECEIVABLES
As at As at
30 June
31 December
2025
2024
Unaudited Audited
£'s £'s
Amounts receivable within one year:
Trade receivables 458,056 276,528
Prepayments 415,892 290,293
Other receivables 13,497 14,873
VAT receivable 458,069 125,297
1,345,514 706,991
14. CASH AND CASH EQUIVALENTS
As at As at
30 June
31 December
2025
2024
Unaudited Audited
£'s £'s
Cash and cash equivalents
Cash at bank 10,588,871 13,424,847
10,588,871 13,424,847
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.
15. TRADE AND OTHER PAYABLES
As at As at
30 June
31 December
2025
2024
Unaudited Audited
£'s £'s
Amounts falling due within one year:
Trade payables 253,734 213,110
Due to a related party (Note 22) 707,377 6,434,230
Accruals 1,520,961 761,875
Other tax liabilities 241,010 162,706
Other creditors 93,016 89,614
A1 ordinary share liability 65,400 65,400
2,881,498 7,726,935
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.
16. BORROWINGS
As at As at
30 June
31 December
2025
2024
Unaudited Audited
£'s £'s
Non-Current 4,743,350 -
4,743,350 -
On the 14 April 2025, the Group entered into a Secured Loan Facility for
£25,000,000 with Kartesia Management, and as of the 30 June 2025 the Group
has drawn down £5,000,000. When the £5,000,000 was drawn, arrangement fees
of £450,000 were paid. The arrangement fees were netted off from the amount
received, and the cost of the arrangement fees are being recognised over the
term of the loan using the effective interest rate method. As at 30 June 2025,
the undrawn amount was £20,000,000. The loan balance is subject to an
interest rate per annum of SONIA plus 6.75% subject to an interest rate floor
of 2.50%, interest is compounding and repayable six monthly. The loan is also
subject to a commitment fee per annum of the undrawn amount of 2.025% and has
a maturity of 31 March 2031. The loan is subject to leverage and liquidity
covenants.
17. PROVISIONS
As at As at
30 June
31 December
2025
2024
Unaudited Audited
£'s £'s
Bonus provision 27,312 54,624
27,312 54,624
The provision represents a portion of a deferred bonus due to Will Self
relating to the settlement of an awarded bonus for performance conditions met
up to the period ended 31 December 2024, with the remaining value of £48,000
plus social security to be paid in FY2026 and FY2027. The remaining bonus is
due to be paid in equal instalments in FY2026 and FY2027. As at 30 June 2025
the provision represents 25% of the full bonus to which he is entitled, and
corresponding social security costs which is due in more than one year (31
December 2024: 50%).
18. STATED CAPITAL
As at As at
30 June
31 December
2025
2024
Unaudited Audited
£'s £'s
Issued
48,850,911 ordinary shares of no par value 45,894,484 45,894,484
1 Sponsor share of no par value 1 1
Reserves
Warrant cancellation reserve 1,680,000 1,680,000
Ordinary share warrants 168,000 168,000
Share- based payment reserve 316,009 277,566
19. BUSINESS ACQUISITION
On 27 March 2025, the Company announced that it had agreed to acquire AJ
Bell's Platinum SIPP and SSAS business, the pension administration client
books which form part of the AJ Bell non-platform business, for a maximum
consideration of £25.0m. This acquisition is expected to complete on 3
November 2025 following extraction, migration and integration of the clients
onto InvestAcc's platform. The Group has entered into a debt facility to
finance this acquisition, with an initial drawdown of £5.0m having taken
place on 14 April 2025. Apart from the initial drawdown of the debt
facility, described in note 16, there is no financial impact on the income
statement for the period or the financial position at 30 June 2025.
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 ''InvestAcc acquisition''). The InvestAcc
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 InvestAcc 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 1 January 2025 to 30 June 2025, the acquired business
contributed £6,030,576 to Group revenues, and a profit of £2,262,527 to the
Group's comprehensive income.
19. BUSINESS ACQUISITION (CONTINUED)
The following table summarises the fair value of assets acquired, and
liabilities assumed at the date of the InvestAcc acquisition. There were no
differences identified between the book value and the fair value of assets and
liabilities acquired other than intangible assets.
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 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.
20. FINANCIAL INSTRUMENTS
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.
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 period they occur.
20. FINANCIAL INSTRUMENTS (CONTINUED)
The Group holds the following categories of financial instruments:
As at As at
30 June
31 December 2024
2025
Unaudited Audited
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 14) 10,588,871 13,424,847
Trade receivables (Note 13) 458,056 276,528
Other receivables (Note 13) 13,497 14,873
11,060,424 13,716,248
Financial liabilities measured at amortised cost
Trade payables (Note 15) 253,734 213,110
Due to related party (Note 15, 22) 707,377 6,434,230
Accruals (Note 15) 1,520,961 761,875
Other creditors (Note 15) 93,016 89,614
A1 ordinary share liability (Note 15) 65,400 65,400
2,640,488 7,564,229
21. 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 specific conditions required for exercise,
inputs to valuation and other details pertaining to this scheme can be found
in Note 29 of the Consolidated Financial statements for the six months ended
31 December 2024.
On 31 January 25, the 2,800 A1 Shares in issue were subject to a 1:5 bonus
issue resulting in the issuance of an additional 400 A1 Shares to Mark Hodges
and 160 A1 Shares to Will Self. The bonus issue was not a variation of
existing rights so did not create an additional fair value charge. Following
the bonus issue, 400 A1 shares were issued to Vinoy Nursiah, and 240 A1 shares
were issued to Will Self. The additional fair value expense associated with
issue of 640 A1 shares has been outlined on the tables below.
Holding of Incentive Shares
Marwyn Long Term Incentive LP ("MLTI"), Mark Hodges, Will Self, Vinoy Nursiah
at the balance sheet date hold Incentive Shares entitling them in aggregate to
100 per cent. of the Incentive Value.
21. SHARE-BASED PAYMENTS (CONTINUED)
The following shares were in issue to management and MLTI as at 30 June 2025:
Issue date Name Share designation at balance sheet date 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 7.50 2,000 15,000 169,960
19 June 2022 Mark Hodges A1 23.50 2,000 47,000 166,275
5 June 2023 Will Self A1 23.00 800 18,400 60,000
31 January 2025 Mark Hodges A1 0.00 400 46,458 0.00*
31 January 2025 Will Self A1 0.00 160 18,619 0.00*
31 January 2025 Will Self A1 0.01 240 23,274 62,705
31 January 2025 Vinoy Nursiah A1 0.01 400 46,548 125,410
*Shares issued as part of a 5:1 share split, no resulting issue price paid or
fair value change.
Valuation of Incentive Shares
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
31 January 2025 Will Self A1 20% 4.4% 4.7
31 January 2025 Vinoy Nursiah A1 20% 4.4% 4.7
*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.
Expense related to Incentive Shares
An expense of £38,443 (6 months to 30 June 2024: £21,755) 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 Mark Hodges, Will Self and Vinoy Nursiah
which requires the fair value charge associated with these shares to be
allocated over the minimum vesting period. These vesting periods for the A1
shares are estimated to be 4.0 years (June 2022 issuance), 3.04 years (June
2023 issuance) and 4.7 years (January 2025 issuance) respectively from the
date of grant.
22. RELATED PARTY TRANSACTIONS
James Corsellis has served as a Director of the Company during the period 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 Funds managed by 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.
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 ("MLTI") which is disclosed in Note 21.
Mark Hodges, Will Self and Vinoy Nursiah, have a direct interest in the A1
Ordinary Shares issued by InvestAcc (BVI) Limited, as disclosed in Note 21.
Directors' emoluments, in relation to Mark Hodges, Will Self, Vinoy Nursiah,
James Corsellis, Giovanni Castagno, Helen Copinger-Symes, and Martin Potkins,
are disclosed in Note 7 with details of Incentive Shares issued being outlined
in Note 21.
James Pearce, formerly Group CFO, was on a fixed term contract and served as
Group CFO from 23 May 2024 to 20 December 2024. Included within the key
management compensation, set out in Note 7, there is an amount of £20,357
relating to James Pearce's employment.
During the period to 30 June 2025 as part of the consideration due in respect
of the InvestAcc acquisition, £6,150,911 was paid to the pre-acquisition
shareholders of InvestAcc Holdings Limited, being the then parent of the
InvestAcc operating group. The consideration was paid to those shareholders on
receipt of a dividend from InvestAcc Holdings Limited to InvestAcc UK Limited.
On 1 October 2024 InvestAcc (BVI) Limited subscribed for 29,418,095 Ordinary
Shares of £1 of its wholly owned subsidiary, InvestAcc UK Limited as part of
the transaction to acquire InvestAcc.
As set out in Note 11, InvestAcc IH Limited was incorporated on 4 February
2025. During the period, InvestAcc IH Limited issued 100% of its ordinary
shares to InvestAcc (BVI) Limited and, as such, InvestAcc IH Limited became a
100% owned subsidiary of InvestAcc (BVI) Limited. InvestAcc IH Limited
subsequently became the 100% owner of InvestAcc UK Limited and, as at the
reporting date, InvestAcc IH Limited held an investment in InvestAcc UK
Limited of £35,569,006.
InvestAcc IH Limited is the borrowing entity under the Facility and the
outstanding amount related to the Facility, as per note 16, was the primary
liability on the balance sheet of InvestAcc IH Limited.
MCLLP services
James Corsellis is also the managing partner of Marwyn Capital LLP ("MCLLP"),
and Antoinette Vanderpuije is a partner. MCLLP provides corporate finance
support, strategic company secretarial support, administration and accounting
services and charges the Company in respect of James Corsellis' Non-Executive
Director ("NED") fees. Corporate finance and strategic company secretarial
support as well as NED fees are charged based on agreed fees and contracts,
with managed services support charged on a time spent basis.
The period to 30 June 2025 included a one-off corporate finance service fee of
£270,000 (30 June 2024: £nil) in respect of fees relating to the acquisition
of the AJ Bell Platinum book, the amount is due for payment on Completion and
remains outstanding at the end of the period. The recurring corporate finance
fee following the Company's initial acquisition of £52,350 per month was
removed. On an ongoing basis, fees for corporate finance support services
(including research and due diligence support, as well as equity capital
markets support, M&A execution and project management of workstreams) will
be agreed on a project-by-project basis prior to the start of the specific
workstream.
Until such time that the Company becomes self-sufficient, MCLLP will provide
strategic company secretarial and managed services support. The amount
incurred in respect of strategic company secretarial fees for the period
22. RELATED PARTY TRANSACTIONS (CONTINUED)
to 30 June 2025 was £75,000, based on an agreed annual fee of £150,000,
agreed from 4 July 2025 (30 June 2024: £nil).
Managed services fees for support with corporate governance, reporting, human
resources and other administrative support charged for the period to 30 June
2025 were £267,231 (30 June 2024: £86,174). NED fees charged for James
Corsellis to 30 June 2025 were £37,500 (30 June 2024: nil). Expenses incurred
by MCLLP on behalf of the Company and recharged amounted to £48,355 (30 June
2024: £13,024).
Within the period to 30 June 2025, MCLLP transitioned from being partially to
fully VAT recoverable. As a result, historic VAT charges on certain services
provided by MCLLP to the Company were invoiced to InvestAcc which amounted to
£306,171. The VAT amount has no impact on the Statement of Comprehensive
Income and it was agreed with MCLLP that this historical VAT would be paid
once the reciprocal amount had been reclaimed from HMRC. The full amount
remains outstanding at the end of the period and was received from HMRC and
paid to MC LLP after the period end.
The aggregate amount outstanding with respect of all services, inclusive of
any historical VAT, provided by MCLLP was £755,377 (30 June 2024: £94,466).
Marwyn Partners Limited, of which James Corsellis and Antoinette Vanderpuije
are both Directors, provides the Company's current office and infrastructure
space. The rental agreement was signed on 13 January 2025 for a monthly
amount, per room, of £5,000. Fees for the period ended 30 June 2025 were
£27,903 (30 June 2024: £nil). The amount outstanding as at 30 June 2025 was
£5,000, net of VAT (30 June 2024: £nil).
23. POST BALANCE SHEET EVENTS
On 27 March 2025, the 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 on 3 November 2025 with consideration to be paid of up
to £25 million. The consideration for the transaction will be funded via the
wider Group cash resources and debt financing as set out within these Interim
Financial Statements.
ADVISERS
Company Secretary Company Broker
Antoinette Vanderpuije Panmure Liberum
11 Buckingham Street Ropemaker Place, Level 12
London 25 Ropemaker Street
WC2N 6DF London
Email: info@investaccgroup.com
Assistant Company Secretary Registered Agent
Conyers Corporate Services (BVI) Limited Conyers Trust Company (BVI) Limited
Commerce House Commerce House
Wickhams Cay 1 Wickhams Cay 1
Road Town Road Town
Tortola Tortola
British Virgin Islands British Virgin Islands
VG1110 VG1110
English legal advisers to the Company BVI legal advisers to the Company
Travers Smith LLP Conyers Dill & Pearman
10 Snow Hill Commerce House
London Wickhams Cay 1
EC1A 2AL Road Town
Tortola
British Virgin Islands
VG1110
Independent auditor Registrar
Baker Tilly Channel Islands Limited MUFG Corporate Markets (Guernsey) Limited
2nd Floor, Lime Grove House Mont Crevelt House
Green Street Bulwer Avenue
St Helier St. Sampson
Jersey Guernsey
JE2 4UB GY2 4LH
Depository
MUFG Corporate Markets Trustees (UK) Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
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. END IR KZGZLLDZGKZMRecent news on InvestAcc
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