REG - Jarvis Securities - Audited Results, FCA Update & Notice of GM
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RNS Number : 1182N Jarvis Securities plc 30 December 2025
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.
Jarvis Securities plc
("Jarvis Securities" or "the Company" and with its subsidiaries the "Group")
Audited Results for the 18 months ended 30 June 2025
FCA Update
Notice of General Meeting
CHAIRMAN'S STATEMENT
The release of final audited accounts for the Company was delayed in July
2025, and the Company's accounting reference date was extended to 30 June 2025
to allow the completion by Jarvis Investment Management (JIML) of the sale of
its retail execution-only brokerage clients. I am pleased to confirm that
the transaction completed and JIML received the initial sale proceeds of £9m
on 8 July 2025 ("Completion"). Two further deferred consideration payments
are due of £1m each, payable twelve and twenty four months after Completion
subject to certain criteria as set out in the Company's announcement of 15
April 2025.
The Board of Jarvis Securities is committed to delivering an effective and
efficient wind-down of JIML and it has now appointed S&W Partners LLP
(S&W) to monitor this objective on its behalf. The Directors believe a
professional independent firm with extensive experience in the wind down of
regulated entities will be better placed to challenge and advise and will be
in the best interests of clients and shareholders. JIML is continuing to
deliver the wind-down and clear the remediation tasks, therefore costs remain
significant at this time.
Jarvis Securities continues to receive interest income, though much reduced
due to the reduction in client money held by JIML. So long as this continues
together with other small revenue streams the Board will continue to review on
a quarterly basis its ability to pay dividends. The Directors currently
believe JIML has headroom to cover its cost until the final close down of
operations, which will be reviewed and monitored as part of the recent
engagement with S&W. JIML is currently restricted from paying up any
dividend to JSP under the conditions of the Voluntary Agreed restrictions
(VReQ) with the FCA (see announcement dated 16th September 2022).
S&W have also been asked to review the remaining business assets of the
Group and advise if there are any further sales which might generate value. As
at 29(th) December 2025 the Group currently has cash of £10.4m.
As set out in the Company's announcement of 15 April 2025, whilst the
Directors continue to keep their strategic options under review it is still
the intention of the Directors to seek cancellation of the Company's admission
to trading on AIM pursuant to AIM Rule 41 in due course (the "Proposed
Cancellation"). The Proposed Cancellation would be subject to, inter alia,
shareholder approval, with the expectation that any distributable reserves
remaining in the Company at the time of the Proposed Cancellation would then
be returned to shareholders.
As always, I would like to thank all off our staff for their hard work and
support over what has been another challenging and stressful period.
FCA Update
The Board of Jarvis also confirms today that as part of the wind down process
and the ongoing engagement with the FCA, the board of its subsidiary company,
JIML, has due to historic breaches of FCA conduct of business
rules determined it has incurred an obligation to provide redress to certain
clients. The first breach is in respect of inducement rules,
specifically the sharing of commission with an introducer. The
second breach is with regards to unclear and potentially misleading
language in legacy versions of the JIML client terms of business when
describing the rate and circumstances in which interest would be paid on
client money held.
The details of the redress scheme are yet to be finalised, and are subject to
engagement with the FCA. In addition, the calculation of the likely cost of
any redress is complex and the directors of JIML have been required to make
assumptions about how any financial redress payable to clients should be
calculated, which clients should be included in the scope of the redress
scheme and the percentage of clients that are expected to opt in to the
redress scheme. However, JIML, having taken legal advice, currently
estimates that this will incur a liability over the next 12 months in the
region of £2.8m. Although, if the assumptions given above transpire to be
incorrect, this amount may be materially adjusted in the future. More
details of this are set out in Note 25 (below)
General Meeting
The Company will today dispatch to shareholders its Annual Report and Accounts
for the 18 months ended 30 June 2025, and a notice convening a General Meeting
("GM") of the Company, to approve the accounts to be held at Spa Hotel,
Tunbridge Wells, TN4 8XJ on 29 January 2026 at 9am. The Annual Report and
Accounts and Notice of GM will also be available from the Company's
website, www.jarvissecurities.co.uk (http://www.jarvissecurities.co.uk/)
.
Andrew Grant
Chairman
Kieran Price, Finance Director of Jarvis Securities Plc, has approved this
announcement and authorised its release.
Enquiries:
Jarvis Securities plc
enquiries@jarvissecurities.co.uk
Andrew Grant
Zeus Capital
020 3829 5000
Katy Mitchell
STRATEGIC REPORT
Key developments and outlook
In September 2022 the firm's regulated subsidiary Jarvis Investment Management
Limited ("JIML") agreed to a voluntary restriction with the FCA of certain
regulated activities, and the appointment of a skilled person to review their
systems and controls.
Throughout 2023, 2024 and 2025 to date JIML has continued to co-operate with
the FCA and the skilled person by providing all information requested and to
develop systems and controls as recommended by the skilled person. This has
been a resource intensive process and taken a considerable amount of
management's time as well as internal and external cost.
One outcome of this process has been the recruitment of a number of senior
staff with the specialist skills required to take the business out of the
voluntary restriction. This resulted in a significant, and permanent, increase
to the cost base of the regulated entity. At the same time, the firm's number
of model B clients continued to reduce, impacting trading volumes and
therefore revenue prior to the decision to wind-down.
The external developments of the economy are widely known. Central bank policy
of using interest rates in order to subdue price inflation continued though to
August 2024, after which rates began to fall as inflationary pressures
reduced. This has continued to be the case, reducing the revenue available
from client money treasury deposits. Also, increased price competition from an
increasing number of much larger firms who are able to take advantage of a
number of economies of scale that are not available to Jarvis.
The above internal and external factors have been the key contributors to the
firm's decision to sell the retail client book, give notice to all corporate
clients, and wind-down the remaining business. This culminated in the
announcement on 15(th) April 2025 of JIML entering into a conditional sale
agreement disposing of its retail execution-only brokerage business to
Interactive Investor Services Limited for a consideration of up to
£11,000,000 payable in cash. The sale completed on 7(th) July 2025 and the
first amount payable of £9,000,000 was received by JIML on 8(th) July 2025.
Following the sale, JIML is currently in the process of winding down
Subsequently, two items of redress have been identified within JIML, and
financial provisions have been made as detailed within these financial
statements.
Jarvis Securities Plc continues to review its strategic options, though once
JIML's operations are wound down, the firm would then no longer own, control,
or conduct any trading business. Accordingly, pursuant to AIM Rule 15 the
firm would, at that time, become an AIM Rule 15 Cash Shell and would be
required to make an acquisition or acquisitions that constitutes a reverse
takeover under AIM Rule 14, within 6 months of becoming an AIM Rule 15 Cash
Shell. It is currently anticipated Jarvis will become an AIM Rule 15 Cash
Shell on the date that all, or substantially all, of JIML's client agreements
or assets are transferred to a third party.
At this time, the Directors do not intend to make any acquisitions. Whilst
they continue to keep their strategic options for the remaining assets of the
Group under review, the Directors currently intend to seek a cancellation of
the Company's admission to trading on AIM pursuant to AIM Rule 41 (the
"Proposed Cancellation") in due course, with the expectation that, following
the lifting of the VREQ, any distributable reserves remaining in the Company
at the time of the Proposed Cancellation would then be returned to
shareholders. The Proposed Cancellation would be subject, inter alia, to
shareholder approval. Further announcements will be made in due course.
Performance
Results and quarterly dividends (pence per share)
The consolidated profit for the period after income tax amounted to
£2,182,644 (Year to 31(st) December 2023: £3,981,233). The company paid
quarterly interim dividends per share totalling 6.75p during the period (Year
to 31(st) December 2023: 8.75p). The company will review dividends on a
quarterly basis. A special dividend of 2.9p was declared on 31(st) July 2025.
No final dividend is proposed by the board.
Annual Dividend (pence per share)
* In 2015 in addition to total quarterly dividends of 4.125p per share a 2.5p
special dividend was also paid.
** In 2019 in addition to total quarterly dividends of 6.56p per share a 3.75p
special dividend was also paid
*** In 2021 in addition to total quarterly dividends of 13.5p per share a 8.5p
special dividend was also paid
The special dividends are excluded from the graph
Profit before tax - £m
The reduction in profit before tax on an annualised basis has been caused by
lower commission income as trading volumes have continued to decrease,
combined with continued significant internal and external remediation costs
relating to the voluntary requirement and skilled person. These are reported
within Exceptional administrative expenses in the Consolidated Income
Statement, which also includes legal fees in relation to the sale of the
retail business and provisions for redress totalling £2,831,848. When
adjusted, the PBT for the 18 months to 30(th) June 2025 of £7.0m (being PBT
£3.0m plus Exceptional administrative costs £4.0m) is lower on an annualised
basis than the Year to 31(st) December 2023 equivalent of £6.5m (being PBT
£5.2m plus Exceptional administrative expenses £1.3m). These exceptional
costs have been partially offset by increased average interest income over the
period.
Trade Volumes - average daily volume (1)
Trade volumes have declined further during the 18 months to 30(th) June 2025,
due to a combination of markets conditions and reduction in Model B clients.
Cash under administration - average balance (1)
Cash under administration is a function of client numbers and trade volumes.
During the 18 months to 30(th) June 2025 cash under administration continued
to decrease from prior periods, mainly due to the reduced volumes
year-on-year.
(1) These graphs are to demonstrate the trend and values have been
intentionally omitted
Group structure
The principal trading subsidiary of the group is Jarvis Investment Management
Ltd. Jarvis Investment Management Ltd is the 100% owner of three dormant
nominee companies. For regulatory reasons relating to administration and cost,
Jarvis Securities plc is the AIM traded parent, holds most of the assets of
the group and is responsible for activities that fall outside the scope of
regulated investment business. Jarvis Investment Management Ltd is a Member of
The London Stock Exchange (LSE) and Aquis Stock Exchange (AQSE) and is
authorised and regulated by the Financial Conduct Authority (FCA). This status
is essential for the trading activities of the group and therefore compliance
with the rules of both the LSE and FCA is of paramount importance. The group
provides retail execution-only stockbroking, ISA investment wrappers, and
savings schemes. In addition, it provides financial administration, settlement
and safe custody services in all these areas to other stockbrokers and
investment firms as well as individuals.
Capitalisation and financing
Jarvis Securities plc had 64,000,000 authorised Ordinary 0.25p shares. Of
these, 44,731,000 were in issue at the end of the period. These shares are
admitted to trading on AIM. The business requires no debt or external
financing. The Board balance the use of cash between maintaining sufficient
reserves for regulatory requirements, the stated dividend policy, and delivery
the wind-down plan.
EPS and P/E ratio
The principal measures used by investors to compare and rate publicly traded
companies are the earnings per share (EPS) and the relative multiple to these
earnings of the current share price (the price earnings or P/E ratio). The
Board must have regard to these measures in order to maximise returns to
investors. EPS is a result of dividing profit after tax by the average number
of shares in issue throughout the period. The P/E ratio is the average share
price during the year divided by EPS. The average share price during the
period was 49p (Year to 31(st) December 2023: 123p). The P/E ratio is largely
a product of the market price of the shares in the Company and hence is
largely beyond the control of the Board. These measures are important to
investors and hence need to be given high regard.
18 months to 30(th) June 2025 EPS (annualised): 3.25p
Year to 31(st) December 2023
EPS:
8.90p
Rate of
change:
-63.5%
18 months to 30(th) June 2025 P/E ratio:
10.08
Year to 31(st) December 2023 P/E ratio: 13.85
Principal risks and uncertainties
The following are the main risks to the Jarvis Securities plc group that are
considered and monitored by the board:
Revenue risk
The Jarvis business model has several income streams. These are primarily
commission income, interest income and fixed fee income. As described earlier
in this report, each of these areas has been subject to various external
pressures, resulting in the decision to sell the retail execution-only
brokerage business.
Regulatory risk
Changes in the regulatory environment resulting in additional costs or
significant system or product amendments.
The firm operates in the "execution only", transaction processing and
reporting, and safe custody areas of the financial services environment.
Retail clients are currently only able to sell or hold assets. As part of
ongoing risk management, the firm avoids entry into areas where it lacks
expertise or that have additional regulatory complexities. The firm is
currently undergoing a skilled person review and is using outside expertise as
required to ensure the correct risk framework is established and the firm is
fully compliant with its Consumer Duty obligations during the wind-down
period.
Competitor risk
The firm operates in a competitive industry and has many larger competitors in
the execution only retail and institutional market.
Cybercrime
Loss of data, client assets or corporate assets through breaches of our IT
infrastructure would result in financial loss to the firm and reputational
damage.
The board acknowledge the growing threat of cybercrime and maintain up to date
industry standards in IT security. The firm's IT infrastructure is externally
audited, policies and procedures are in place to minimise the risk of critical
data loss, employees must complete ongoing training in money laundering and
fraud prevention and all computers are installed with malware protection.
Interest rate risk
The interest rate environment has a significant effect on the earnings of the
company. This risk is reducing as Jarvis Investment Management Limited's wind
down progresses and the amount of client money deposits falls.
Economic risk
Market sentiment directly impacts on bargain numbers transacted and hence
commission income for the company, however this is no longer significant as
Jarvis Investment Management Limited is in wind-down and has recently moved to
a hold/sell only product for remaining retail clients.
Reputational risk
As the custodian of the wealth of our clients, the firm adopts procedures that
minimise the risk of fraudulent activity occurring either within the firm or
by a third party.
Operational risk
The main risk Jarvis is exposed to in its day to day activities is settlement
risk, and all procedures within the firm are designed to mitigate this risk
where possible. There may be instances where errors occur which leave the firm
unintentionally exposed to market risk as a result of an error in its
operating processes. Given the volume of transactions being processed these
errors are extremely infrequent. When they do occur, they are reviewed to see
if further process enhancements can be made to minimise future errors.
Key personnel risk
Loss of key personnel is a threat to any skills-based business.
The firm attempts to set remuneration at competitive market levels and empower
key employees so that they enjoy working at Jarvis. All employment contracts
for key staff members include sufficient notice periods for replacements to be
recruited and trained. Jarvis Investment Management Limited has designed and
implemented a staff retention schedule, together with a financial package, to
ensure that staff with the appropriate skills remain with the firm until the
appropriate point within the wind down of the company. The firm has also
introduced initiatives such as hybrid working for specific roles, flexibles
hours etc. in order to attract and retain high calibre staff, which it
acknowledges as a challenge especially given the firms outside London
location.
Third party reliance risk
Any take over at the London Stock Exchange could result in major unanticipated
changes for Jarvis and its commercial clients.
The board monitor any proposed changes to the pricing structure of The London
Stock Exchange and will calculate any impact on the wind down of Jarvis
Investment Management Limited.
Regulatory capital
Jarvis Investment Management Limited, the Group's main operating subsidiary,
is a class 2 non-small and not interconnected firm (non SNI firm), authorised
and regulated by the FCA, and together with its' parent, Jarvis Securities
Plc, forms a UK Investment Firm Group. At 30(th) June 2025 Jarvis Investment
Management Limited had regulatory capital resources of £0.7m and an Own Funds
Threshold Requirement of £7.1m, giving a capital solvency ratio of 11% as at
that time, the company was awaiting the completion of the sale of the
execution-only retail brokerage business, which returns the capital solvency
ratio to 204% as at 31(st) July 2025.
Jarvis Investment Management Limited maintains an Internal Capital and Risk
Assessment (ICARA), which includes reviewing the risks the firm is exposed to
and performing a range of stress tests to determine the appropriate level of
regulatory capital and liquidity required by Jarvis Investment Management
Limited. Consolidated regulatory capital forecasts are performed quarterly
prior to the payment of any dividend from Jarvis Securities Plc. Jarvis
Investment Management Limited's MIFIDPRU 8 disclosures are published annually
on the company's website and provide further details about the Company's
regulatory capital resources and requirements.
Section 172(1) Statement
The directors act in good faith to make decisions, the outcome of which, they
consider will be most likely to promote the success of the group for the
benefit of its members as a whole both in current periods and in the long
term.
In discharging their duties above, the directors carefully consider amongst
other matters, the impact on and interests of other stakeholders in the group
and factor these into their decision-making process.
Employees
Directors receive information on various staff metrics. The directors are
committed to promoting a healthy workforce comprising both physical and mental
wellbeing. The directors keep staff informed of key issues through structured
communication channels, promote inclusion in the workplace and also provide
training and development opportunities which are considered of benefit to the
group and employees. Using the Group's recruitment and development strategies,
the directors seek to attract and retain talented staff. A staff retention
policy has been implemented to ensure staff are incentivised to remain with
the firm for the required length of time in order to support the wind-down.
Customers
The directors commit considerable time, effort and resources into
understanding and responding to the needs of our customers at all times. We
act to service our customer's needs to the highest standards and have
procedures in place for the escalation of disputes on the infrequent occasions
they occur.
Suppliers
The Group seeks to pay all suppliers any undisputed amounts due and that
conform with the Group's billing requirements within agreed terms.
Community and the environment
The Group takes its role within the community seriously and promotes and
encourages community and charitable contribution. The Group also recognises
the importance of environmental responsibilities and whilst not in an industry
that has a significant impact on the environment, it participates in schemes
such as cycle to work to promote environmental awareness.
Standards and conduct
The group has a series of defined codes of practice regarding ethical
standards and the conduct of business. These are clearly communicated to every
staff member and adherence to which is expected and enforced.
Consolidated income statement for the 18 MONTHS ended 30 JUNE 2025
18 Months to Year to
30/06/25 31/12/23
Notes
£ £
Discontinued operations:
Revenue 3 17,850,462 13,088,907
Administrative expenses (10,808,061) (6,523,706)
Exceptional administrative expenses 5 (4,050,186) (1,337,522)
Lease finance costs 13 (18,852) (17,090)
Profit before income tax 5 2,973,363 5,210,589
Income tax charge 7 (790,719) (1,229,356)
Profit for the period 2,182,644 3,981,233
Attributable to equity holders of the parent 2,182,644 3,981,233
Earnings per share 8 P P
Basic and diluted 4.88 8.90
Consolidated statement of comprehensive income for the PERIOD
Notes 18 Months to Year to
30/06/25 31/12/23
£ £
Profit for the period 2,182,644 3,981,233
Total comprehensive income for the period 2,182,644 3,981,233
Attributable to equity holders of the parent 2,182,644 3,981,233
The notes form part of these financial statements
Consolidated STATEMENT OF FINANCIAL POSITION at 30 JUNE 2025
30/06/25 31/12/23
Notes
£ £
Assets
Non-current assets
Property, plant and equipment 9 - 505,184
Intangible assets 10 - 45,331
Goodwill 10 - 342,872
- 893,387
Current assets held for sale/to be disposed of on wind down
Property, plant and equipment 9 375,256 -
Intangible assets 10 13,391 -
Goodwill 10 342,872 -
Trade and other receivables 12 1,598,653 2,011,608
Investments held for trading 14 11,991 11,966
Cash and cash equivalents 15 6,423,956 5,514,075
8,766,119 7,537,649
Total assets 8,766,119 8,431,036
Equity and liabilities
Capital and reserves
Share capital 16 111,828 111,828
Merger reserve 9,900 9,900
Capital redemption reserve 9,845 9,845
Retained earnings 4,075,963 4,912,384
Total equity attributable to the equity holders of the parent 4,207,536 5,043,957
Non-current liabilities
Deferred tax 7 - 54,266
Lease liabilities 13 - 223,515
- 277,781
Current liabilities
Deferred tax 7 48,180 -
Trade and other payables 17 1,493,441 2,541,690
Lease liabilities 13 185,114 73,997
Provisions 25 2,831,848 -
Income tax 7 - 493,611
4,558,583 3,109,298
Total liabilities 4,558,583 3,387,079
Total equity and liabilities 8,766,119 8,431,036
CoMPANY STATEMENT OF FINANCIAL POSITION at 30 JUNE 2025
30/06/25 31/12/23
Notes
£ £
Assets
Non-current assets
Property, plant and equipment 9 - 505,184
Intangible assets 10 - 45,331
Goodwill 10 - 342,872
Investment in subsidiaries 11 - 884,239
- 1,777,626
Non-current assets held for sale
Property, plant and equipment 9 202,012 -
Intangible assets 10 13,391 -
Goodwill 10 342,872 -
Investment in subsidiaries 11 1,767,788 -
Trade and other receivables 12 409,450 166,298
Cash and cash equivalents 15 3,366,005 1,406,811
6,101,518 1,573,109
Total assets 6,101,518 3,350,735
Equity and liabilities
Capital and reserves
Share capital 16 111,828 111,828
Capital redemption reserve 9,845 9,845
Retained earnings 5,139,103 1,840,421
Total equity attributable to the equity holders 5,260,776 1,962,094
Non-current Liabilities
Deferred Tax 7 - 55,523
Lease Liabilities 13 - 223,514
- 279,037
Current liabilities
Deferred Tax 7 50,008 -
Trade and other payables 17 790,734 541,996
Lease liabilities 13 - 73,997
Income tax 7 - 493,611
840,742 1,109,604
Total liabilities 840,742 1,388,641
Total equity and liabilities 6,101,518 3,350,735
The parent company's profit for the 18 months to 30 June 2025 was £6,317,748
(Year to 31 December 2023: £5,128,416).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Capital redemption reserve Retained earnings Total equity
Share capital Merger reserve
£ £ £ £ £
At 1 January 2023 111,828 9,900 9,845 4,845,114 4,976,687
Profit for the financial year - - - 3,981,233 3,981,233
Dividends - - - (3,913,962) (3,913,962)
At 31 December 2023 111,828 9,900 9,845 4,912,385 5,043,958
Profit for the period - - - 2,182,644 2,182,644
Dividends - - - (3,019,066) (3,019,066)
At 30 June 2025 111,828 9,900 9,845 4,075,963 4,207,536
COMPANY STATEMENT OF CHANGES IN EQUITY
Share capital Capital redemption reserve Retained earnings
Total equity
£ £ £ £
At 1 January 2023 111,828 9,845 625,967 747,640
Profit for the financial year - - 5,128,416 5,128,416
Dividends - - (3,913,962) (3,913,962)
At 31 December 2023 111,828 9,845 1,840,421 1,962,094
Profit for the period - - 6,317,748 6,317,748
Dividends - - (3,019,066) (3,019,066)
At 30 June 2025 111,828 9,845 5,139,103 5,260,776
statement OF cashflows
for the 18 months to 30 june 2025
CONSOLIDATED COMPANY
18 months to Year to 18 months to Year to
30/06/25 31/12/23 30/06/25 31/12/23
Notes
£ £ £ £
Cash flow from operating activities
Profit before income tax 2,973,363 5,210,589 9,064,434 6,710,558
Depreciation and amortisation 5 161,869 118,421 78,455 118,421
Impairment of Investment 11 - - 1,716,451 -
Lease finance cost 18,852 17,090 6,188 17,090
3,154,084 5,346,100 10,865,528 6,846,069
(Increase) /Decrease in trade and other receivables 894,855 1,377,319 128,907 (78,374)
(Decrease) /Increase in trade payables (1,048,248) (197,640) (3,896,818) (1,399,106)
Increase in provisions 2,831,848 - - -
Cash generated from operations 5,832,539 6,525,779 7,097,617 5,368,589
Income tax (paid)/received (1,772,316) (1,285,032) (1,772,316) (1,285,032)
Net cash from operating activities 4,060,223 5,240,747 5,325,301 4,083,557
Cash flows from investing activities
Purchase of property, plant and equipment - - - -
Proceeds from sale of property, plant and equipment - - - -
Purchase of investments held for trading (186,207) (57,933) - -
Proceeds from sale of investments held for trading 186,181 54,736 - -
Investments in subsidiaries - - (300,000) (600,000)
Purchase of intangible assets - (750) - (750)
Net cash from investing activities (26) (3,946) (300,000) (600,750)
Dividends paid (3,019,066) (3,913,962) (3,019,066) (3,913,962)
Lease finance costs (18,852) (17,090) (6,188) (17,090)
Repayment of lease liability (112,398) (70,410) (40,854) (70,410)
Net cash used in financing activities (3,150,316) (4,001,462) (3,066,107) (4,001,462)
Net (decrease)/ increase in cash & cash equivalents 909,881 (1,235,338) 1,959,194 (518,655)
Cash and cash equivalents at the start of the period 5,514,075 4,278,737 1,406,811 1,925,466
Cash and cash equivalents at the end of the period 6,423,956 5,514,075 3,366,005 1,406,811
Cash and cash equivalents:
Balance at bank and in hand 5,161,461 5,169,380 3,366,005 1,406,811
Cash held for settlement of market transactions 1,262,495 344,695 - -
6,423,956 5,514,075 3,366,005 1,406,811
1. Basis of preparation
The Company has adopted the requirements of international accounting standards
as adopted by the United Kingdom and those parts of the Companies Act 2006
applicable to companies reporting under IFRS. The financial statements have
been prepared under the historical cost convention as modified by the
revaluation of financial assets at fair value through profit or loss.
These financial statements have been prepared in accordance with the
accounting policies set out below, which have been consistently applied to all
the periods presented. Due to the timing of the completion of the sale by JIML
of its retail execution-only business, the Board decided to extend the
accounting period from December 2024 to June 2025 in order to ensure the sale
had completed prior to the preparation of the accounts, which it did on 7th
July 2025. Because of this change, the amounts presented in the financial
statements are not entirely comparable.
Due to the group no longer being a going concern (see below), all assets and
liabilities have been reclassified as current. Assets are stated at the lower
of carrying amount and fair value less costs to sell on a fair value basis,
with no material write-ups or write downs.
New standards, not yet effective
There are no standards that are issued but not yet effective that would be
expected to have a material impact on the entity in the current or future
reporting periods and on foreseeable future transactions.
Significant judgements and estimates
The group makes estimates and assumptions concerning the future. These
estimates and judgements are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable
under the circumstances. The resulting accounting estimates will, by
definition, seldom equal the related actual results. These judgements and
estimates include impairment of investments, per note 11, and provisions and
contingent liabilities, per note 25.
Going concern
The group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report (above). The financial position of the group, its cash flows, liquidity
position and borrowing facilities are described within these financial
statements. In addition, note 24 of the financial statements includes the
group's objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments and
hedging activities; and its exposure to credit risk and liquidity risk.
The group has considerable financial resources, however, as described in the
Strategic Report (above) , the firm is currently in wind-down and therefore
the Board do not consider the going concern basis appropriate for these
financial statements. This differs to the previous financial period reported,
which were prepared on a going concern basis as, at that time, the firm
intended to continue trading with the aim of increasing profitability.
2. Accounting policies
(a) IFRS 15 'Revenue from Contracts with Customers'
Commission - the group charges commission on a transaction basis. Commission
rates are fixed according to account type. When a client instructs us to act
as an agent on their behalf (for the purchase or sale of securities) our
commission is recognised as income on a point in time basis when the
instruction is executed in the market. Our commission is deducted from the
cash given to us by the client in order to settle the transaction on the
client's behalf or from the proceeds of the sale in instance where a client
sells securities.
Management fees - these are charged quarterly or bi-annually depending on
account type. Fees are either fixed or are a percentage of the assets under
administration. Management fees income is recognised over time as they are
charged using a day count and most recent asset level basis as appropriate.
Interest income - this is accrued on a day count basis up until deposits
mature and the interest income is received. The deposits pay a fixed rate of
interest. In accordance with FCA requirements, deposits are only placed with
banks that have been approved by our Treasury Committee. Interest income is
recognised over time as the deposits accrue interest on a daily basis.
(b) Basis of consolidation
Subsidiaries are all entities over which the Group has the power to govern the
financial and operating policies generally accompanying a shareholding of more
than half of the voting rights. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date on which control ceases. The group financial
statements consolidate the financial statements of Jarvis Securities plc,
Jarvis Investment Management Limited, JIM Nominees Limited, Galleon Nominees
Limited and Dudley Road Nominees Limited made up to 30 June 2025.
The Group uses the purchase method of accounting for the acquisition of
subsidiaries. The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued and liabilities incurred or assumed at
the date of exchange. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date,
irrespective of the extent of any non-controlling interest. The cost of
acquisition over the fair value of the Group's share of identifiable net
assets acquired is recorded as goodwill. If the cost of acquisition is less
than the fair value of the Group's share of the net assets of the subsidiary
acquired, the difference is recognised in the income statement.
Intra-group sales and profits are eliminated on consolidation and all sales
and profit figures relate to external transactions only. No profit and loss
account is presented for Jarvis Securities plc as provided by S408 of the
Companies Act 2006.
(c) Property, plant and equipment
All property, plant and equipment is shown at cost less subsequent
depreciation and impairment. Cost includes expenditure that is directly
attributable to the acquisition of the items. Depreciation is provided on cost
in equal annual instalments over the lives of the assets at the following
rates:
Leasehold improvements
- 33% on cost, or over the lease period if less
than 3 years
Office
equipment
- 20% on cost
Land &
Buildings
- Buildings are depreciated at 2% on cost. Land is
not depreciated.
Right of use
asset
- Straight line basis over the lease period
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each year end date. Gains and losses on disposals are
determined by comparing proceeds with carrying amount. These are included in
the income statement. Impairment reviews of property, plant and equipment are
undertaken if there are indications that the carrying values may not be
recoverable or that the recoverable amounts may be less than the asset's
carrying value.
(d) Intangible assets
Intangible assets are carried at cost less accumulated amortisation. If
acquired as part of a business combination the initial cost of the intangible
asset is the fair value at the acquisition date. Amortisation is charged to
administrative expenses within the income statement and provided on cost in
equal annual instalments over the lives of the assets at the following rates:
Databases
- 4% on cost
Customer relationships
- 7% on cost
Software developments
- 20% on cost
Website
- 33% on cost
Impairment reviews of intangible assets are undertaken if there are
indications that the carrying values may not be recoverable or that the
recoverable amounts may be less than the asset's carrying value.
(e) Goodwill
Goodwill represents the excess of the fair value of the consideration given
over the aggregate fair values of the net identifiable assets of the acquired
trade and assets at the date of acquisition. Goodwill is tested annually for
impairment and carried at cost less accumulated impairment losses. Any
negative goodwill arising is credited to the income statement in full
immediately.
(f) Deferred income tax
Deferred income tax is provided in full, using the liability method, on
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. The deferred income
tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction, other than a business combination, that at the
time of the transaction affects neither accounting or taxable profit or loss.
Deferred income tax is determined using tax rates that have been enacted or
substantially enacted by the balance sheet date and are expected to apply when
the related deferred income tax asset is realised or the deferred income tax
liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
Deferred income tax is provided on temporary differences arising on
investments in subsidiaries except where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the
temporary differences will not reverse in the foreseeable future.
(g) Segmental reporting
A business segment is a group of assets and operations engaged in providing
products or services that are subject to risks and returns that are different
from those of other business segments. The directors regard the operations of
the Group as a single segment.
(h) Pensions
The group operates a defined contribution pension scheme. Contributions
payable for the year are charged to the income statement.
(i) Investments
Investments held for trading
Under IFRS investments held for trading are recognised as financial assets
measured at fair value through profit and loss.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less provision for any
impairment in value.
(j) Share capital
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction from proceeds, net of income tax. Where the
company purchases its equity share capital (treasury shares), the
consideration paid, including any directly attributable incremental costs (net
of income tax), is deducted from equity attributable to the company's equity
holders until the shares are cancelled, reissued or disposed of. Where such
shares are subsequently sold or reissued, any consideration received, net of
any directly incremental transaction costs and the related income tax effects,
is included in equity attributable to the company's equity holders.
(k) Cash and cash equivalents
Cash and cash equivalents comprise:
Balance at bank and in hand - cash in hand and demand deposits, together with
other short-term, highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant risk of
changes in value.
Cash held for settlement of market transactions - this balance is cash
generated through settlement activity, and can either be a surplus or a
deficit. A surplus arises when settlement liabilities exceed settlement
receivables. This surplus is temporary and is accounted for separately from
the balance at bank and in hand as it is short term and will be required to
meet settlement liabilities as they fall due. A deficit arises when settlement
receivables exceed settlement liabilities. In this instance Jarvis will place
its own funds in the client account to ensure CASS obligations are met. This
deficit is also temporary and will reverse once settlement receivables are
settled.
(l) Current income tax
Current income tax assets and/or liabilities comprise those obligations to, or
claims from, fiscal authorities relating to the current or prior reporting
periods, that are unpaid at the Period end date. They are calculated
according to the tax rates and tax laws applicable to the fiscal periods to
which they relate based on the taxable profit for the period.
(m) Dividend distribution
Dividend distribution to the company's shareholders is recognised as a
liability in the group's financial statements in the period in which interim
dividends are notified to shareholders and final dividends are approved by the
company's shareholders.
(n) IFRS 9 'Financial Instruments'
Financial assets
Financial assets are recognised in the Company's statement of financial
position when the Company becomes party to the contractual provisions of the
instrument.
Financial assets are classified into specified categorises. The classification
depends on the nature and purpose of the financial assets and id determined at
the time of recognition.
Financial assets are initially measured at fair value plus transaction costs,
other than those classified as fair value through the income statement, which
are measured at fair value.
Trade and other receivables
Trade receivables are recognised and carried at the lower of their original
invoiced value and recoverable amount. Balances are written off when the
probability of recovery is considered to be remote.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
Financial Liabilities
Financial liabilities are classified as either financial liabilities at fair
value through the income statement or other financial liabilities.
Financial liabilities are classified according to the substance of the
contractual arrangements entered into.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's
obligations are discharged, cancelled, or they expire.
(o) IFRS 16 'Leases'
The lease liability is measured at the present value of the lease payments
that are not paid at the commencement date, discounted using the interest rate
implied in the lease or, if that rate cannot be readily determined, the
Group's incremental borrowing rate.
The Group has applied judgement to determine the lease term for contracts with
options to renew or exit early.
The carrying amount of right-of-use assets recognised was £384,985 at the
lease start date of 27 September 2022. A finance charge of 5% APR is used to
calculate the finance cost of the lease. The Group has elected not to
recognise right of use assets and lease liabilities for leases of low value
assets and short-term leases. Lease payments relating to these leases are
expensed to profit or loss on a straight-line basis over the lease term.
(p) IFRS 15 'Non-current Assets Held for Sale and Discontinued Operations'.
The firm has implemented IFRS 5 for the accounting period ended 30(th) June
2025 as the Board do not consider the going concern basis of preparation to be
appropriate due to the Board's decision to wind-down the business. Therefore,
all revenue is considered to be derived from discontinued Operations, Fixed
Assets have been reclassified as Non-current Assets Held for Sale, and all
non-current liabilities have been reclassified as current.
(q) Provisions
The group has recognised provisions for liabilities of uncertain timing or
amount including those for onerous leases, warranty claims, leasehold
dilapidations and legal disputes. The provision is measured at the best
estimate of the expenditure required to settle the obligation at the reporting
date, discounted at a pre-tax rate reflecting current market assessments of
the time value of money and risks specific to the liability.
3. Group revenue
The revenue of the group during the year was wholly in the United Kingdom and
the revenue of the group for the year derives from the same class of business
as noted in the Strategic Report.
18 months to 30(th) June 2025 Year to 31(st) Dec 2023
£ £
Gross interest earned from treasury deposits, cash at bank and overdrawn 12,063,459 7,614,815
client accounts
Commissions 3,177,939 2,660,896
Fees 2,609,064 2,813,196
17,850,462 13,088,907
4. Segmental information
All of the reported revenue and operational results for the period derive from
the group's external customers and continuing financial services operations.
All non-current assets are held within the United Kingdom. The group is not
reliant on any one customer and no customer accounts for more than 10% of the
group's external revenues.
As noted in 2 (g) the directors regard the operations of the group as a single
reporting segment on the basis there is only a single organisational unit that
is reported to key management personnel for the purpose of performance
assessment and future resource allocation.
5. Profit before income tax Year to 31(st) December 2023
18 months to 30(th) June 2025
Profit before income tax is stated after charging/(crediting): £ £
Directors' emoluments 1,229,864 729,827
Depreciation - right of use asset 115,496 76,997
Depreciation - owned assets 14,433 15,863
Amortisation (included within administrative expenses in the consolidated 31,940 25,561
income statement)
Low value leases 13,794 8,852
Impairment of receivable charge / (credit) (83,431) (8,598)
Bank transaction fees 102,310 51,362
Details of directors' annual remuneration are set out below:
Year to 31(st) December 2023
18 months to 30(th) June 2025
£ £
Short-term employee benefits 1,059,089 641,243
Post-employment benefits 158,959 74,393
Benefits in kind 11,816 14,191
1,229,864 729,827
Details of the highest paid director are as follows:
Aggregate emoluments 386,500 357,500
Post-employment benefits 101,709 -
Benefits in kind 9,919 11,133
498,128 368,633
Emoluments & Benefits in kind Pension Total
Directors £ £ £
Andrew J Grant 396,419 101,709 498,128
Kieran M Price 205,353 19,750 225,103
S M Middleton 55,000 - 55,000
Jarvis Investment Management Directors 339,133 30,000 369,133
TOTAL 995,905 151,459 1,147,364
During the period benefits accrued for four directors (Year to 31(st) December
2023: four directors) under a money purchase pension scheme.
5. Profit before Income tax (continued).
Staff Costs
The average number of persons employed by the group, including directors,
during the year was as follows:
Year to 31(st) December 2023
18 months to 30(th) June 2025
Management and administration 56 54
The aggregate payroll costs of these persons were as follows: £ £
Wages & salaries 4,260,200 2,306,091
Social security 495,759 243,955
Pension contributions including salary sacrifice 266,612 107,971
5,022,571 2,658,017
Key personnel
The directors disclosed above are considered to be the key management
personnel of the group. The total amount of employers NIC paid on behalf of
key personal in the period was £112,365 (Year to 31(st) December 2023:
£80,549).
Exceptional administrative costs
Exceptional administrative costs represent external third party
professional advice and consultancy relating to the ongoing remediation and
skilled persons work within the firm's subsidiary Jarvis Investment Management
Limited, as well as Legal and professional costs in relation to the sale of
the majority of retail clients by Jarvis Investment Management Limited.
Year to 31(st) December 2023
18 months to 30(th) June 2025
£ £
Costs in relation to skilled person review/remediation 945,869 1,337,522
Costs in relation to the sale of the retail execution-only business 272,469 -
Provision in respect of redress 2,831,848 -
4,050,186 1,337,522
6. Auditors' remuneration
During the year the company obtained the following services from the company's
auditors as detailed below:
Year to 31(st) December 2023
18 months to 30(th) June 2025
£ £
Fees payable to the company's auditors for the audit of the company's annual
financial
Statements 80,181 33,000
Fees payable to the company's auditors and its associates for other services:
The audit of the company's subsidiaries, pursuant to legislation 17,000 17,000
Total audit fees 97,181 50,000
Taxation Compliance 6,175 5,650
103,356 55,650
The audit costs of the subsidiaries were invoiced to and met by Jarvis
Securities plc.
7. Income and deferred tax charges - group Year to 31(st) December 2023
18 months to 30(th) June 2025
£ £
Based on the adjusted results for the year:
UK corporation tax 795,625 1,231,304
Adjustments in respect of prior years 1,182 3,830
Total current income tax 796,807 1,235,134
Deferred income tax:
Origination and reversal of temporary differences (4,752) (5,779)
Adjustment in respect of prior years (1,336) 2
Adjustment in respect of change in deferred tax rates - -
Total deferred tax charge (6,088) (5,777)
790,719 1,129,357
The income tax assessed for the period is more than the standard rate of
corporation tax in the UK for 2025 of 25% (Year to 31(st) December 2023 -
23.5%). The differences are explained below:
Profit before income tax 2,973.363 5,210,589
Profit before income tax multiplied by the standard rate of corporation tax in
the UK of
25% (2023 - 23.5%) 743,341 1,225,559
Effects of:
Expenses not deductible for tax purposes 46,669 -
Adjustments to tax charge in respect of previous years (154) 3,832
Ineligible depreciation - 397
Deferred tax on timing differences 863 -
Adjustment in respect of change in deferred tax rate - (431)
Current income tax charge for the years 790,719 1,229,356
The income tax assessed for the period is more than the standard rate of
corporation tax in the UK for 2025 of 25% (Year to 31(st) December 2023 -
23.5%). The differences are explained below:
Profit before income tax
2,973.363
5,210,589
Profit before income tax multiplied by the standard rate of corporation tax in
the UK of
25% (2023 - 23.5%)
743,341
1,225,559
Effects of:
Expenses not deductible for tax purposes
46,669
-
Adjustments to tax charge in respect of previous years
(154)
3,832
Ineligible depreciation
-
397
Deferred tax on timing differences
863
-
Adjustment in respect of change in deferred tax rate
-
(431)
Current income tax charge for the years
790,719
1,229,356
Movement in (assets) / provision - group:
Provision at start of period 54,266 60,044
Deferred income tax charged in the period (4,750) (5,778)
Adjustment in respect of previous year (1,336) -
Provision at end of period (48,180) 54,266
Movement in (assets) / provision - company:
Provision at start of period 55,523 61,006
Deferred income tax charged in the period (5,515) (5,483)
Provision at end of period 50,008 55,523
8. Earnings per share Year to 31(st) December 2023
18 months to 30(th) June 2025
£ £
Earnings:
Earnings for the purposes of basic and diluted earnings per share
(profit for the period attributable to the equity holders of the parent) 2,182,644 3,981,233
Number of shares:
Weighted average number of ordinary shares for the purposes of basic earnings 44,731,000 44,731,000
per share
44,731,000 44,731,000
9. Property, plant & equipment - group
Right of use assets - Leasehold Leasehold & Property Office Total
Equipment
Cost: £ £ £ £
At 1 January 2023 384,985 222,450 73,112 680,547
Additions - - - -
Disposals - - - -
At 31 December 2023 384,985 222,450 73,112 680,547
Additions - - - -
Disposals - - - -
At 30 June 2025 384,985 222,450 73,112 680,547
Depreciation:
At 1 January 2023 19,250 20,952 42,301 82,503
Charge for the year 76,997 1,949 13,914 92,860
On Disposal - - - -
At 31 December 2023 96,247 22,901 56,215 175,363
Charge for the period 115,496 2,923 11,510 129,929
On Disposal - - - -
At 30 June 2025 211,743 25,824 67,725 305,292
Net Book Value:
At 30 June 2025 173,242 196,626 5,387 375,255
At 31 December 2023 288,738 199,549 16,897 505,184
The net book value of non-depreciable land is £125,000 (31(st) December 2023:
£125,000).
All property, plant & equipment assets are available for sale/disposal.
9. Property, plant & equipment - company
Right of use assets - Leasehold Leasehold & Property Office Total
Equipment
Cost: £ £ £ £
At 1 January 2023 384,985 222,450 73,112 680,547
Additions - - - -
Disposals - - - -
At 31 December 2023 384,985 222,450 73,112 680,547
Additions - - - -
Disposals (384,985) - - (384,985)
At 30 June 2025 - 222,450 73,112 295,562
Depreciation:
At 1 January 2023 19,250 20,952 42,301 82,503
Charge for the year 76,997 1,949 13,914 92,860
On Disposal - - - -
At 31 December 2023 96,247 22,901 56,215 175,363
Charge for the period 32,082 2,923 11,510 46,515
On Disposal (128,329) - - (128,329)
At 30 June 2025 - 25,824 67,725 93,549
Net Book Value:
At 30 June 2025 - 196,626 5,387 202,013
At 31 December 2023 288,738 199,549 16,897 505,184
The net book value of non-depreciable land is £125,000 (31(st) December 2023:
£125,000).
All property, plant & equipment assets are available for sale/disposal.
10. Intangible assets & goodwill - group & company
Databases Software Website Total
Goodwill Development
£ £ £ £ £
Cost:
At 1 January 2023 342,872 25,000 146,788 3,877 175,665
Additions - - 750 - 750
Disposals - - - - -
At 31 December 2023 342,872 25,000 147,538 3,877 176,415
Additions - - - - -
Disposals - - - - -
At 30 June 2025 342,872 25,000 147,538 3,877 176,415
Amortisation:
At 1 January 2023 - 19,636 83,734 2,153 105,523
Charge for the year - 1,000 23,269 1,292 25,561
On Disposal - - - - -
At 31 December 2023 - 20,636 107,003 3,445 131,084
Charge for the period - 1,500 30,008 432 31,940
On Disposal - - - - -
At 30 June 2025 - 22,136 137,011 3,877 163,024
Net Book Value:
At 30 June 2025 342,872 2,864 10,527 - 13,391
At 31 December 2023 342,872 4,364 40,536 432 45,331
The goodwill balance represents an acquired customer base, and systems,
processes and a registration that dramatically reduced the group's dealing
costs. These systems and the registration contributed significantly to
turning the group into a low cost effective provider of execution only
stockbroking solutions. The key assumptions used by the directors in their
annual impairment review are that the company can benefit indefinitely from
the reduced dealing costs and the company's current operational capacity
remains unchanged. The recoverable amount of the goodwill has been assessed at
fair value less costs to sell. There are no reasonable changes in assumptions
that would cause the cash generating unit value to fall below its carrying
amount.
Following the sale of the retail execution-only business, the firm is
reviewing the recoverable amount of the goodwill, and other intangible assets.
11. Investments in subsidiaries Company
18 months to 30(th) June 2025 Year to 31(st) December 2023
Unlisted Investments: £ £
Cost:
At start of period 884,239 284,239
Investments during the period 2,600,000 600,000
Impairment (1,716,451) -
At end of period 1,767,788 884,239
The Directors have reviewed the recoverability of the investment in Jarvis
Investment Management Limited and made an impairment adjustment in the period
of £1,716,451, based on the expected ultimate return of cash from the
subsidiary upon completion of its' wind-down. There are uncertainties in
relation to the provisions payable by the subsidiary (which are disclosed in
note 25) which will ultimately impact the recoverable amount of this
investment.
Shareholding Holding Business
Jarvis Investment Management Limited 100% 85,000,000 1p Ordinary shares Financial administration
Dudley Road Nominees Limited* 100% 2 £1 Ordinary shares Dormant nominee company
JIM Nominees Limited* 100% 1 £1 Ordinary shares Dormant nominee company
Galleon Nominees Limited* 100% 2 £1 Ordinary shares Dormant nominee company
All subsidiaries are located in the United Kingdom and their registered office
is 78 Mount Ephraim, Tunbridge Wells, Kent, TN4 8BS.
* indirectly held
12. Trade and other receivables
Group Company
Amounts falling due within one year: 30(th) June 2025 31(st) December 2023 30(th) June 2025 31(st) December 2023
£ £ £ £
Trade receivables 18,897 781,000 - 106,899
Settlement receivables 511,677 821,072 - -
Other receivables 131,469 21,875 - 21,875
Amount due from group undertaking - - - -
Prepayments and accrued income 418,288 350,037 969 21,875
Corporation tax 481,898 - 372,057 -
Other taxes and social security 36,424 37,624 36,424 15,648
1,598,653 2,011,608 409.450 166,298
Settlement receivables are short term receivable amounts arising as a result
of the settlement of trades in an agency capacity. The balances due are
covered by stock collateral and bonds. An analysis of trade and settlement
receivables past due is given in note 24. There are no amounts past due
included within other receivables or prepayments and accrued income.
13. Leases
Lease liabilities are secured by the related underlying assets.
Due to Jarvis Investment Management limited being in wind-down, non-current
lease liabilities have been reclassified as current liabilities.
The undiscounted maturity analysis of lease liabilities as at 30 June 2025 is
as follows:
< 1 year (£)
Lease payment 196,875
Finance charge (11,518)
Net present value 185,114
30(th) June 2025
Lease liabilities included in the current statement of financial position £
Current 185,114
Non-current -
185,114
30(th) June 2025
£
Amounts recognised in income statement 18,852
18,852
The company had a lease with Sion Properties Limited, a company controlled by
A J Grant, for the rental of 78 Mount Ephraim, a self-contained office
building, which was assigned to the company's subsidiary Jarvis Investment
Management Limited on 23(rd) May 2024. The lease has an annual rental of
£87,500, being the market rate on an arm's length basis, and expires on 26
September 2027. The total cash outflow for leases in the 18 months to 30(th)
June 2025 was £131,250 (Year to 31(st) December 2023 - £87,500).
Jarvis Investment Management Limited is currently assessing its options in
relation to the lease of 78 Mount Ephraim as it is expected that the wind-down
will be complete before the lease expires in September 2027.
14. Investments held for trading Group Company
18 months to 30(th) June 2025 Year to 31(st) December 2023 18 months to 30(th) June 2025 Year to 31(st) December 2023
Listed Investments: £ £ £ £
Valuation:
At start of period 11,966 8,769 - -
Additions 186,207 57,933 - -
Disposals (186,181) (54,736) - -
As at end of period 11,992 11,966 - -
Listed investments held for trading are stated at their market value at 30
June 2025 and are considered to be level one assets
in accordance with IFRS 13. The group does not undertake any principal trading
activity.
15. Cash and cash equivalents Group Company
30(th) June 2025 31(st) December 2023 30(th) June 2025 31(st) December 2023
£ £ £ £
Balance at bank and in hand - group/company 5,161,461 5,169,380 3,366,005 1,406,811
Cash held for settlement of market transactions 1,262,495 344,695 - -
6,423,956 5,514,075 3,366,005 1,406,811
In addition to the balances shown above the group has segregated deposit and
current accounts held in accordance with the client money rules of the
Financial Conduct Authority. The group also has segregated deposits and
current accounts on behalf of model B customers of £949,348 (31(st)
December 2023 : £376,394) not governed by client money rules therefore they
are also not included in the statement of financial position of the group.
This treatment is appropriate as, although the business is not a going
concern, no administrator is due to be appointed. However, were an
administrator be appointed, these balances would be considered assets of the
business.
16. Share capital
30(th) June 2025 31(st) December 2023
Authorised: 160,000 160,000
64,000,000 Ordinary shares of 0.25p each
160,000
160,000
30(th) June 2025 31(st) December 2023
£ £
Opening balance 111,828 111,828
Allotted, issued and fully paid:
44,731,000 (2023: 44,731,000) Ordinary shares of 0.25p each 111,828 111,828
The company has one class of ordinary shares which carry no right to fixed
income.
17. Trade and other payables Group Company
Amounts falling due within one year: 30(th) June 2025 31(st) December 2023 30(th) June 2025 31(st) December 2023
£ £ £ £
Trade payables 513,147 461,328 12,252 8,829
Settlement payables 271,116 1,126,083 - -
Amount owed to group undertaking - - 739,232 482,067
Other taxes and social security - - - -
Other payables 498,142 627,239 1,750 -
Accruals 211,036 327,040 37,500 51,100
Trade and other payables 1,493,441 2,541,690 790,734 541,996
Settlement payables are short term payable amounts arising as a result of
settlement of trades in an agency capacity. Trade payables and other taxes and
social security are all paid at the beginning of the month after the invoice
was received or the liability created.
18. Dividends Year to 31(st) December 2023
18 months to 30(th) June 2025
£ £
Interim dividends paid on Ordinary 1p shares 3,019,066 3,913,962
Dividend per Ordinary 1p share 6.75 8.75
Please refer to the directors' report for dividends declared post year end.
19. Financial Instruments
The group's principal financial instruments comprise cash and various items
such as trade receivables, trade payables etc. that arise directly from
operations. The main purpose of these financial instruments is the funding of
the group's trading activities. Cash and cash equivalents and trade and other
receivables are categorised as held at amortised cost, and trade and other
payables and provisions are classified as held at amortised cost. Other than
investments held for trading all financial assets and liabilities are held at
amortised cost and their carrying value approximates to their fair value.
The main financial asset of the group is cash and cash equivalents which is
denominated in Sterling and which is detailed in note 15. The group operates
a low risk investment policy and surplus funds are placed on deposit with at
least A rated banks or equivalent at floating interest rates.
The group also holds investments in equities and property.
20. Immediate and ultimate parent undertaking
There is no immediate or ultimate controlling party.
21. Related party transactions
The company had a lease with Sion Properties Limited, a company controlled by
a director of the company, for the rental of 78 Mount Ephraim, a
self-contained office building, which was assigned to the company's subsidiary
Jarvis Investment Management Limited on 23(rd) May 2024. The lease has an
annual rental of £87,500. Full details of this lease are disclosed in Note
13.
During the period Jarvis Investment Management Limited paid Jarvis Securities
Plc £27,000 (Year to 31(st) December 2023: £18,000) for rental of a disaster
recovery site.
During the year Jarvis Securities Plc paid £1,995,967 (2023: £352,522) in
respect of relief for tax losses incurred by Jarvis Investment Management Ltd
Jarvis Investment Management Limited was owed £739,232 by Jarvis Securities
Plc as at 30(th) June 2025 (31(st) December 2023: £482,067).
During the period, directors, key staff and other related parties by virtue of
control carried out share dealing transactions in the normal course of
business. Commissions for such transactions are charged at various discounted
rates. The impact of these transactions does not materially or significantly
affect the financial position or performance of the company. At 30 June
2025, these same related parties had cash balances of £Nil (31(st) December
2023: £44,738). No interest was earned during the period (Year to 31(st)
December 2023: £0). In addition to cash balances other equity assets of
£574,769 (31(st) December 2023: £4,151,917) were held by JIM Nominees Ltd as
custodian.
During the period Jarvis Securities Plc received £11,759,467 (Year to 31(st)
December 20233: £7,365,165) in respect of interest earned on client balances
held by Jarvis Investment Management Limited, in exchange for use of
intellectual properties owned by Jarvis Securities Plc.
At the period end Directors directly held 18,266,486 shares in the company
(31(st) December 2023: 11,125,620). A further 5,356,454 shares (31(st)
December 2023: 12,546,620) shares were held by concert parties of the
directors as defined by the City Code on Takeovers and Mergers.
22. Capital commitments
As of 30(th) June 2025, the company had no capital commitments (31(st)
December 2023: nil).
23. Fair value estimation
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date. The quoted market price used
for financial assets held by the company is the current bid price. The
carrying value less impairment provision of trade receivables and payables are
assumed to approximate their fair values.
24. Financial risk management objectives and policies
The directors consider that their main risk management objective is to monitor
and mitigate the key risks to the group, which are considered to be
principally credit risk, compliance risk, liquidity risk and operational
risk. Several high-level procedures are in place to enable all risks to be
better controlled. These include detailed profit forecasts, cash flow
forecasts, monthly management accounts and comparisons against forecast,
regular meetings of the full board of directors, and more regular senior
management meetings.
The group's main credit risk is exposure to the trading accounts of clients.
This credit risk is controlled via the use of credit algorithms within the
computer systems of the subsidiary. These credit limits prevent the processing
of trades in excess of the available maximum permitted margin at 100% of the
current portfolio value of a client.
A further credit risk exists in respect of trade receivables. The group's
policy is to monitor trade and other receivables and avoid significant
concentrations of credit risk. Aged receivables reports are reviewed regularly
and significant items brought to the attention of senior management.
The compliance risk of the group is controlled through the use of robust
policies, procedures, the segregation of tasks, internal reviews and systems
controls. These processes are based upon the Rules and guidance notes of the
Financial Conduct Authority and the London Stock Exchange and are overseen by
the compliance officer together with the management team. In addition, regular
compliance performance information is prepared, reviewed and distributed to
management.
The group does not make use of bank loans or overdraft facilities. Financial
risk is therefore mitigated by the maintenance of positive cash balances and
by the regular review of the banks used by the group. Liquidity is monitored
on an intra-day basis, and management received daily reports showing both fund
availability and bank diversification for client money. The liquidity of
corporate funds is managed by the Finance department, and both client and
corporate liquidity form part of the remit of the Treasury committee, which
sits monthly within JIML. Other risks, including operational, reputational and
legal risks are under constant review at senior management level by the
executive directors and senior managers at their regular meetings, and by the
full board at their regular meetings.
The group derives a significant proportion of its revenue from interest earned
on client cash deposits and does not have any borrowings. Hence, the directors
do not consider the group to be materially exposed to interest rate risk in
terms of the usual consideration of financing costs, but do note that there is
a risk to earnings. This risk is considered no longer relevant as the group is
no longer a going concern.
The capital structure of the group consists of issued share capital, reserves
and retained earnings. Jarvis Investment Management Limited has an Internal
Capital and Risk Assessment process ("ICARA"), as required by the Financial
Conduct Authority ("FCA") for establishing the amount of regulatory capital to
be held by that company. The ICARA gives consideration to both current and
projected financial and capital positions. The ICARA is updated throughout the
year to take account of any significant changes to business plans and any
unexpected issues that may occur. The ICARA is discussed and approved at a
board meeting of the subsidiary at least annually. Capital adequacy is
monitored regularly by management. Jarvis Investment Management Limited uses
the simplified approach to Credit Risk and the standardised approach for
Operational Risk to calculate Pillar 1 requirements. Jarvis Investment
Management Limited observed the FCA's regulatory requirements throughout the
period. Information disclosure under MIFIDPRU 8 is available from the group's
websites. Further information regarding regulatory capital is disclosed in the
strategic report.
The group offers settlement of trades in sterling as well as various foreign
currencies. The group does not hold any material assets or liabilities other
than in sterling and converts client currency on matching terms to settlement
of trades realising any currency gain or loss immediately in the income
statement. Consequently, the group has no foreign exchange risk.
As of 30 June 2025, trade receivables of £110,771 (31st December 2023:
£275,691) were past due and were impaired and partially provided for. The
amount of the provision was £35,114 as at 30 June 2025 (31st December 2023:
£35,506). The individually impaired receivables relate to clients who are in
a loan position and who do not have adequate stock to cover these positions.
The amount of the impairment is determined by clients' perceived willingness
and ability to pay the debt, legal judgements obtained in respect of, charges
secured on properties and payment plans in place and being adhered to. Where
debts are determined to be irrecoverable, they are written off through the
income and expenditure account. The group is in the process of collecting
outstanding amounts as part of the wind-down process.
Group Company
Provision of impairment of receivables: 18 months to 30(th) June 2025 Year to 31(st) December 2023 18 months to 30(th) June 2025 Year to 31(st) December 2023
£ £ £ £
At 1 January 35,506 57,828 - -
Charge / (credit) for the period 83,039 (13,724) - -
Uncollectable amounts written off (83,431) (8,598) - -
At end of period 35,114 35,506 - -
25. Provisions and Contingent Liabilities
The group, like other financial organisations, is subject to legal
proceedings, complaints and regulatory reviews in the normal course of its
business. All such material matters are periodically reassessed, with the
assistance of external professional advisers where appropriate, to determine
the likelihood of the group incurring a liability. Where it is concluded that
it is more likely than not that a material outflow will be made a provision is
established based on management's best estimate of the amount that will be
payable. The company's subsidiary is subject to an ongoing voluntary
restriction in accordance with section 55L of the Financial Services and
Markets Act 2000 ("FSMA"). In addition, the company receives complaints and
claims in relations to its services from time to time brought by clients,
investors, regulators or other third parties. These types of enquiries can
sometimes be prolonged due to their inherent complexity.
Group Company
Provision in respect of redress: 18 months to 30(th) June 2025 Year to 31(st) December 2023 18 months to 30(th) June 2025 Year to 31(st) December 2023
£ £ £ £
Opening balance - - - -
Charge / (credit) for the period - Inducement 439,365 - - -
Charge / (credit) for the period - Interest 2,392,483 - - -
At end of period 2,831,848 - - -
Inducement
The company has incurred an obligation to provide redress in respect of a
historic breach of inducement rules. The Board of JIML have agreed to provide
redress to the clients impacted by this breach, and the amount provided
represents the directors' best estimate of the liability having taken legal
advice. The expected outflow for which is expected to occur within two
years.
Interest
The board of directors, having taken legal advice on this issue, have agreed
to provide for redress related to interest due to customers who previously
held client money with the group. The calculation of the provision is
complex and the directors have made assumptions about how any financial
redress payable to customers should be calculated, which customers should be
included in the scope of the redress scheme and the percentage of customers
that are expected to opt in to the redress scheme. Additionally, the
directors have not yet finalised all of the terms of the redress scheme, which
is also subject to engagement with the FCA,
The expected outflow for this claim is expected to occur within two years of
the balance sheet date.
We have considered the nature of these estimates and concluded that it is
possible, on the basis of existing knowledge, that outcomes within the next
financial year may be different to assumptions we have applied as at 30(th)
June 2025. These outcomes may require a material adjustment to the carrying
amounts of liabilities in the next financial year. Our provisions largely
represent expected future costs related to legal proceedings and customer
redress including consequential loss. The assumptions used in these estimates
are highly sensitive, a 25% increase in these provisions would result in a
£707,962 charge to the income statement and a 0,5% increase in the interest
rate used to calculate the financial redress payable to customers would result
in an increase in the provision and the charge to the income statement of
£1,489,162.
26. Subsequent Events
The completion of the sale of the retail execution-only business was announced
on 7th July 2025. Also, on 31st July 2025, a special dividend of 2.90 pence
per share was declared, and paid on 3rd September 2025. The directors consider
there are no other subsequent events.
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