REG - W.H. Ireland Group - Final Results, Notice of GM and Annual Report
26/09/2025 16:15
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RNS Number : 0711B W.H. Ireland Group PLC 26 September 2025
26 September 2025
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service (RIS), this inside information
is now considered to be in the public domain.
WH Ireland Group Plc
("WH Ireland" or the "Company" and with its subsidiaries the "Group")
Financial Results for the Twelve Months ended 31 March 2025, Notice of GM and
Publication of Annual Report
Financial Results for the Twelve Months ended 31 March 2025
WH Ireland announces its final audited results for the year ended 31 March
2025.
Financial & Operating Summary
· Revenue of £13.2m (FY 2024: £21.5m) reflecting the sale of the
Capital Markets division in July 2024
· Underlying* loss before tax of £1.9m (FY 2024: underlying loss
before tax of £2.5m)
· Statutory loss before tax of £9.2m (FY 2024: statutory loss before
tax £6.0m) reflecting impact of:
o Restructuring costs £0.9m (FY 2024: £2.9m)
o Impairment of £6.1m (FY 2024: nil)
· Loss per share of 3.97p (232,869,000 shares) (FY 2024: loss of 3.38p,
175,718,000 shares)
· Cash and cash equivalents as at 31 March 2025 of £3.5m (FY 2024:
£4.9m)
o Cash and cash equivalents of £3.3m as at 31 August 2025
*A reconciliation from underlying profits to statutory profits is shown within
the financial review.
The above results include the Capital Market Division which was sold on 15
July 2024
Pro-forma results of the continuing group comprising wealth management and
head office
These pro-forma results consider what the continuing operations results would
look like following the disposal of the Capital Markets division. Refer to
note 5 of the Annual Report Accounts for further information.
· Revenue of £10.0m (FY 2024: £11.9m) reflecting market falls during
the year
· Total AUM at £1.0bn (FY2024: £1.2bn)
· Underlying loss before tax of £1.9m (FY 2024: underlying loss before
tax of £0.6m)
· Statutory loss before tax of £9.1m (FY 2024: loss before tax of
£2.8m)
· Loss per share of 3.91p (232,869,000 shares)(FY 2024: loss of 1.57p,
175,718,000 shares)
Post period end events
· Subsequent to the balance sheet date, in September 2025 the Group
announced a conditional disposal of its Wealth Management division
Outlook
· With the planned sale of the Wealth Management division, the Group
now intends to delist from the AIM market and commence a process of winding
down its operations
Commenting, Simon Moore, Non - Executive Chair said:
"Market conditions during the period have had a significant impact on our
financial performance leading to a fall in AUM and Wealth Management revenues
and losses for the year at both the statutory and underlying levels. With the
successful divestment of the Capital Markets division and the planned sale of
the Wealth Management division, the Group now intends to delist from the AIM
market and commence a process of winding down its operations and returning
cash to shareholders."
Publication of Accounts and Notice of General Meeting
WH Ireland (AIM: WHI), announces that it has published its Annual Report and
Accounts for the year ended 31 March 2025 ("Annual Report and Accounts").
A Notice of General Meeting ("GM") for WH Ireland's 2025 GM is being made by
the Company today. The GM will be held at the Company's offices at 24 Martin
Lane, London EC4R 0DR on 20 October 2025 at 11.00 a.m. for the purposes of
approving the Accounts.
A copy of the Annual Report and Accounts along with a copy of the Notice of GM
are available on the Company's website at www.whirelandplc.com
(https://protect.checkpoint.com/v2/r06/___http:/www.whirelandplc.com___.ZXV3MjpuZXh0MTU6YzpvOjFkZGY2NzVkYTkzNGRhMGIxOWY5NDkzNGQyMWY2MGFiOjc6ZDkyYjoyZjNiNTA2YzhjZjdkZjUyYjBkYzJlZWNhOTg5N2ExYTMwZDRkZTYxNzRmYTRiNjA1NjI5NjdmN2U3ZWIxZjA1OnA6RjpU)
-(in the Annual Reports Section and Circulars and Votes Section respectively).
Printed copies are being posted to shareholders who have requested hard
copies. All shareholders will be sent a hard copy Form of Proxy for use in
connection with the GM.
-END-
For further information please contact:
WH Ireland Group plc www.whirelandplc.com
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Simon Jackson, Chief Finance Officer +44(0) 20 7220 1666
Zeus Capital Limited www.canaccordgenuity.com
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Katy Mitchell +44(0) 161 831 1512
MHP Communications whireland@mhpgroup.com (mailto:whireland@mhpgroup.com)
Reg Hoare / Hugo Harris +44 (0) 20 7831 406117
Notes to Editors:
About WH Ireland Group plc
WH Ireland Group plc is the holding company for WH Ireland Limited (WHI). WHI
delivers a high quality service in Wealth Management (WM) providing investment
solutions for individuals, families and charities. Previously, WHI had a
Capital Markets (CM) division which was a leading firm for public and private
companies seeking corporate advice and investment capital.
Classification and Disclosure within Financial Statements
During the year, the Group completed a sale of the CM division and pursued a
sale of the WM division. The WM sale was judged to be highly probable at year
end and so has been classified as 'held for sale' within the Statement of
Financial Position with the associated loss for the year being shown within
Discontinued Operations within the Statement of Comprehensive Income. A
breakdown of these disclosures is shown within note 6 of the Annual Report.
Post year end, the sale of the WM division is still judged to be highly
likely. The sale of the CM division completed during the year in July 2024.
Wealth Management
WHI provides financial planning advice and discretionary investment
management. Our goal is to build long-term, mutually beneficial, working
relationships with our clients so that they can make informed and effective
choices about their money and how it can support their lifestyle ambitions. We
help clients to build a long-term financial plan and investment strategy for
them and their families.
Capital Markets (sold July 2024)
The CM division had been specifically focused on the public and private growth
company marketplace. The team's significant experience in this dynamic segment
means that they have been able to provide a specialist service to each of its
respective participants. For companies, we have raised public and private
growth capital, as well as provided both day-to-day and strategic corporate
advice including M&A advisory. The division's tailored approach means that
the team engages with all of the key investor groups active in its market -
High Net Worth individuals, Family Offices, Wealth Managers and Funds. The
broking, trading and research teams provide the link between growth companies
and this broad investor base.
Chair and Chief Executive's statement
Market backdrop
The market conditions during the period have had a significant impact on our
financial performance. While the FTSE 100 has shown signs of recovery, the AIM
All-Share Index experienced a decline of 8%. In light of the strategic
challenges faced by the company in recent years, as well as public perception
concerns, our Assets Under Management (AUM) were similarly affected.
Operating review
Early in the financial year in July 2024, the Group successfully completed the
sale of its Capital Markets (CM) division, which was structured on a
contingent consideration basis. Following this divestment, the Group shifted
its focus to the continued operation and development of its Wealth Management
(WM) division, while also exploring potential strategic opportunities as they
arise.
Given the ongoing challenges posed by market conditions and persistent
inflationary pressures, the Board has pursued a strategy of actively
evaluating opportunities to optimise the Group's portfolio, with a primary
focus on the potential sale of all or part of its assets. During the year, we
received multiple inquiries from potential buyers interested in acquiring the
WM division. Where appropriate, these discussions were actively pursued.
Additionally, following the resignation of key Investment Managers in our
Henley office, an agreement was made to transfer our Henley clients to the
firm these managers joined. As part of this, the Group also decided to
surrender its Henley office lease in order to reduce operational costs and
consolidate Wealth Management operations in its remaining London, Manchester,
and Poole offices.
Subsequent to the balance sheet date, in September 2025 the Group advanced the
sale process for its WM division. Negotiations for this sale had been taking
place for much of the financial year, with the sale judged to be highly likely
by 31 March 2025. Given the likelihood of a sale in the near term, the WM
division was classified as an asset held for sale and a discontinued operation
in the subsequent Financial Statements.
Looking forward
With the successful divestment of the CM division and the planned sale of the
WM division, the Group now intends to delist from the AIM market and commence
a process of winding down its operations. We extend our sincere gratitude to
our shareholders for their ongoing support throughout this challenging period,
and we appreciate their understanding as we move forward with the wind-down
strategy.
The Financial Year 2025
For the financial year 2025, the Group reported a 39% decline in total
revenue, from £21.5 million to £13.2 million, largely due to the sale of the
CM business in July 2024. Administrative expenses were reduced from £26.7
million to £22.8 million (15%), but excluding impairment charges by 38% to
£16.7 million.
The Group also incurred redundancy and project costs totalling £0.9 million,
related to the Board's efforts in exploring strategic opportunities. A profit
of £100k was recognised on the sale of the CM division, resulting in an
overall pre-tax loss of £9.23 million. An additional £150k of profit was
recognised on the previous sale of the Isle of Man business.
Revenue from the WM division was impacted by market declines, leading to a
reduction in total assets under management from £1.2 billion to £1.0
billion. This contributed to a 16% drop in WM revenue, from £11.9 million to
£10.0 million. Despite a reduction in operating costs, including staff
redundancies, the WM division recorded an underlying loss of £1.85 million.
Revenue from the CM division was recognised until the completion of its sale
on 12 July 2024. Contingent consideration of £1.1 million has been recorded
in relation to the successful disposal of the CM division as of March 31,
2025, based on projected revenue to be generated by the buyer within the 12
months following the acquisition. For further details, see note 1. This
contingent consideration has resulted in a gain on disposal of £100k, which
is reflected in the result from discontinued operations (see note 6).
Net cash at year-end was £3.5m (FY24: £4.9m).
Summary
On behalf of the Board, we wish to express our sincere gratitude to all
employees for their continued dedication and hard work during this challenging
period. Although this has been an unsettling time for all stakeholders, we
deeply appreciate the efforts of our employees, clients, and partners in
successfully completing the sale of the CM division and for their
collaboration in stabilising the business.
As the company moves towards delisting and the winding-down process, the
Board's primary objective will be to ensure an orderly and efficient
dissolution of operations. This includes the sale of remaining assets,
settlement of liabilities, and management of ongoing contractual obligations.
We will focus on minimising costs and protecting the interests of all
stakeholders. Throughout this process, the Board will closely assess the
strategic value of key business units, identifying assets that can be
liquidated or have potential for future strategic opportunities.
While the company is in the process of winding down, we are committed to
maintaining a strong focus on optimising cash flow and ensuring transparency
to all parties involved. The Board aims to manage the wind-down with
discipline and foresight, striving to maximise value for shareholders while
ensuring an ethical and responsible closure of operations.
Overview
The WH Ireland Group consists of a principal operating subsidiary, WH Ireland
Limited.
WH Ireland Limited is a Wealth Management (WM) company, providing investment
solutions for individuals, families and charities. On the 12th July 2024 the
Capital Markets (CM) division was disposed. This division provided corporate
finance advice and investment banking services.
Total assets managed by the Group are £1.03bn (FY24: £1.78bn). Of this
total, all (FY24: £1.2bn) is held in WM.
The Group's income is derived from activities conducted in the UK although a
number of clients are situated worldwide.
The average Group headcount for the year was 84 (FY24: 133) all based in the
UK.
Strategy summary
During the year, the Group successfully completed the sale of the CM division
on 12 July 2024 to Zeus Capital Limited. The gain on sale of the division is
shown within the Statement of Comprehensive Income.
Following the sale of the CM business the strategy for the continuing business
of the WM division was initially to drive growth in the assets under
management and provide a wider level of service to develop further revenue
streams. However, the Group received offers for the division during the year.
As a result of which, the Board revised the strategy to pursuing a successful
sale of the WM business. This was judged to be highly probable at year end and
so the business has been classified as 'held for sale' assets within the
Statement of Financial with the associated loss for the year being shown
within Discontinued Operations.
Group financial results summary
Year to Year to
31 Mar 2025 31 Mar 2024
£'000 £'000
Revenue 13,227 21,465
Operational costs (16,655) (26,665)
Expected credit loss (37) (328)
Operating loss (3,465) (5,528)
Net gain (loss) on investments 99 (583)
Gains on fixed assets 250 -
Finance income 12 -
Finance expense (12) -
Release of deferred consideration - 160
Other income 1 -
Impairment (6,113) -
Loss before tax (9,228) (5,951)
Taxation - 12
Loss and total comprehensive income for the year (9,228) (5,939)
The format of these tables do not follow that in the Statement of
Comprehensive Income which is required to show effect of discontinued
operations on the business.
Reconciliation between underlying and statutory profits
Underlying profit before tax is considered by the Board to be an accurate
reflection of the Group's performance when compared to the statutory results,
as this excludes income and expense categories which are deemed of a
non-recurring nature or non-cash operating item. Reporting at an underlying
level is also considered appropriate for peer group benchmarking. A
reconciliation between underlying and statutory profit before tax for the year
ended 31 March 2025 with comparative is shown below:
Year to 31 Mar 2025 Year to 31 Mar 2024
£'000 £'000
Underlying loss before tax (1,927) (2,468)
Amortisation of acquired brand and client relationships (664) (273)
Changes in fair value and finance cost or release of deferred consideration - 160
Restructuring costs (872) (2,909)
Client Settlement - (152)
Other income 1 -
Finance income 12 -
Finance expense (12) -
Gains on fixed asset 250 -
Net changes in the value of non-current investments 97 (309)
Impairment (6,113) -
Total underlying adjustments (7,301) (3,483)
Statutory loss before tax (9,228) (5,951)
Tax - 12
Loss and total comprehensive income for the year (9,228) (5,939)
Underlying earnings per share
Weighted average number of shares ('000) in issue during the period (note 11) 232,869 175,718
Basic underlying earnings per share (0.83p) (1.40p)
Amortisation of acquired brand and client relationships
These intangible assets are created in the course of acquiring funds under
management and are amortised over their useful life which have been assessed
between two to 12 years. This charge has been excluded from underlying profit
as it is a significant non-cash item. Amortisation ceased from the date the WM
division was reclassified to assets held for sale. The intangible assets have
now been allocated to the disposal group at their recoverable value, refer to
note 6.
Impairment
An impairment has been recorded to reflect the fair value of the WM division.
As the WM division is held for sale, this is the consideration less costs to
sell. The impairment is the amount required to reduce the carrying value to
this amount, refer to note 4.
Changes in fair value and finance cost of deferred consideration
This comprises the fair value measurement arising on the deferred
consideration payments from acquisitions together with the associated finance
costs from the unwinding of the present value discount relating to the
Harpsden acquisition in previous years.
Restructuring costs
These costs relate to the restructuring costs in WM the resultant costs of
redundancies of staff arising from the cost savings measures taken during the
year. These costs also include transaction fees paid in relation to the
exploration of the potential sale of the WM division and the resultant sale of
the CM division.
Client Settlement
This item relates to an issue with our outsourced platform provider, cited in
our interim results, which resulted in incorrect amounts of interest being
paid to clients. The provider and the Group have settled these amounts with
clients.
Gains on fixed asset
This gain relates to two items: the sale of the CM division to Zeus Capital
Limited, which settled in September 2025 with a net gain of £100k. During the
year we received £150k relating to the sale of IOM business which relates to
previous years.
Net changes in value of investments
As part of the fee arrangement with corporate clients in CM, there was often a
grant of warrants over shares or the issue of actual shares in addition to the
cash element of the fee. The value of such warrants and shares are credited to
revenue on the date of the fee note and then any changes in the valuation are
recorded as net gains or losses. In view of the nature of these gains or
losses, including non-cash, these gains or losses have been excluded from
underlying profit. The total change in value of investments was £99k, a
corresponding commission payable of £2k on the gain or loss of these warrants
is included in the net changes above. The net change in investment value is
£97k.
The Financial Year 2025
Overall revenue fell from £21.5m to £13.2m from the previous year (39%),
whilst operational costs were reduced by 38% from £26.7m to £16.7m before
impairment. The reduction in the revenue is a result of the CM division being
sold in July and the market falls affecting WM. Administrative expenses were
reduced in line with this.
Although our loss on investments reduced from a £0.6m loss in the previous
year to a £0.1m profit, we incurred restructuring costs of £0.9m. These were
principally redundancies, and transaction costs in relation to the Board
exploring strategic opportunities for parts of the business. This led to a
loss overall for the business of £9.23m before tax.
WM income was affected by market falls and uncertainty created by the sale of
the CM division which led to a reduction of assets under management from
£1.2bn to £1.0bn. This was the principal reason for a fall in WM revenue of
16% (from £11.9m to £10.0m).
Expenses
Total operational costs decreased by 38%, mainly due to sale of CM division.
This excludes the one-off impairment charge of £6.1m. As part of cost of
sales, third party commission decreased by 56.2%, due to agreements that are
revenue contingent. Variable people costs, mainly related to retention bonus
payments have increased by 56.4%.
2025 2024
£'000 £'000
Cost of sales - non-salaried staff costs (note 7) 697 1,592
Fixed non-people costs 7,462 11,235
Fixed people costs 7,012 12,881
Variable people costs 1,495 956
Impairment 6,113 -
Total 22,779 26,664
Financial position and regulatory capital
Net assets reduced to £5.6m at 31 March 2025 (FY24: £14.3m).
The Investment Firms Prudential Regime (IFPR) applies to all solo-regulated
MiFID investment firms and WH Ireland is a non-SNI (small and
non-interconnected) MIFIDPRU investment firm.
Accordingly, the Group's regulatory capital requirement is from its harm
assessment as defined by the Financial Conduct Authority (FCA). In the prior
year the Group carried out a placing to raise £5m by way of the issue of
ordinary shares, to ensure that the Group's own funds are in excess of its
regulatory capital requirement. During the year, the sale of the CM division
took place. This has had the effect of fixed overhead requirements and
wind-down costs for the business falling.
Cost reduction exercises have been implemented during the year, including
certain members of senior management agreeing to sacrifice a proportion of
their salary in return for share options, alongside a collective consultation
regarding headcount reduction.
In light of the likely sale of the WM business, the directors have assessed
the going concern of the business and modelled the likely scenario. The Group
would initiate a wind down in order to satisfy creditors and shareholders. In
this scenario the Group would remain liquid and would retain sufficient cash
to distribute to shareholders. As the intention is now complete an orderly
wind down, the going concern basis of preparation is no longer appropriate.
These financial statements are prepared on a non-going concern basis. Refer to
note 1 for further details.
Future developments
Following the likely sale of the WM business the Group plans to initiate
delisting and wind down proceedings. The decision to wind down the business is
a strategic and voluntary one, and does not arise from financial distress or
insolvency concerns. The wind-down is expected to be executed in a controlled
and solvent manner, with full consideration for the interests of creditors and
shareholders.
Accordingly, the Group has prepared the financial statements on a non-going
concern basis.
Key Performance Indicators
The following financial and strategic measures have been identified as the key
performance indicators (KPIs) of the Group's overall performance for the
financial year. The sale of the CM division had a significant effect on the
following KPI's.
1. GROUP ASSETS UNDER MANAGEMENT
The total value of funds under management has a direct impact on the Group's
revenue.
-42%
2. TOTAL REVENUE
The amount of revenue generated by WM and CM together is one of the key growth
indicators.
-38%
3. DISCRETIONARY AND ADVISORY ASSETS UNDER MANAGEMENT (WM)
Discretionary and advisory funds are the main income driver for our WM
business.
-22%
Dividends
The Board does not propose to pay a dividend in respect of the financial year
(FY24: £nil).
Statement of Financial Position and Capital Structure
We have been in consultation with the FCA around the sale of the WM business.
As the Group will no longer be running a financially regulated business, there
will be no regulatory capital requirements that are to be met. At no time
going forward in the period under consideration does WH Ireland Group Plc have
a cash deficit or a regulatory capital deficit. It is concluded therefore that
sufficient funds will be in place to continue the forecasted business model as
envisaged and agreed with the Board and shareholders and that the firm is a
non-going concern due to the expected wind down. As at 31 March 2025, total
net assets were £5.6m (FY24: £14.3m) and net current assets £5.6m (FY24:
£14.3m). Net cash at year-end was £3.5m (FY24: £4.9m).
Risks and Uncertainties
Risk appetite is established, reviewed and monitored by the Board. The Group,
through the operation of its Committee structure, considers all relevant risks
and advises the Board as necessary. The Group maintains a comprehensive risk
register as part of its risk management framework encouraging a risk-based
approach to the internal controls and management of the Group. The risk
register covers all categories including human capital risk, regulatory risk,
conduct (client) risk, competition, financial risk, IT and operational
resilience risk and legal risk. Each risk is ranked on impact and likelihood
and mitigating strategies are identified. In addition, the Executive Committee
which is formed of the Executive Directors, the Heads of the business
divisions, a representative from HR and Chief Risk and Compliance Officer meet
to assess and monitor these. An Executive Risk Committee has recently been
established to manage and monitor risks and report into the Board.
The Group outsources its internal audit function to BDO. The internal auditors
formally report to Garry Stran, Chair of the Audit Committee with Richard
Swain, Chief Risk and Compliance Officer, being the principal day to day
contact.
Liquidity and capital risk
During the year the Group focused on managing the costs of its business and
returning to growth and sustainable profitability whilst increasing its
discretionary fee paying client base in WM to better fit the regulatory
environment in which it operates.
To mitigate risk, the Group focused on ensuring that the financial position
remains robust and suitably liquid with sufficient regulatory capital being
maintained over the minimum common equity tier 1 capital requirements.
Regulatory capital and liquid assets are monitored on a daily basis. Once the
WM business is sold, the capital risks will no longer be relevant. The planned
wind down scenario states that liquidity will be sufficient to fulfil
obligations.
Operational risk
Operational risk is the risk of loss to the Group resulting from inadequate or
failed internal processes, people and systems, or from external events.
Business continuity risk is the risk that serious damage or disruption may be
caused as a result of a breakdown or interruption, from either internal or
external sources, of the business of the Group. This risk is mitigated in part
by the number of branches across the UK and the Group having business
continuity and disaster recovery arrangements including business interruption
insurance.
The Group seeks to ensure that its risk management framework and control
environment is continuously evolving which Compliance and Risk monitor on an
ongoing basis.
Credit risk
The Board takes active steps to minimise credit losses including formal new
business approval, and the close supervision of credit limits and exposures,
and the proactive management of any overdue accounts. Additionally, risk
assessments are performed on an ongoing basis on all deposit taking banks and
custodians and our outsourced relationships.
Regulatory risk
The Company operates in a highly regulated environment in the UK. The
Directors monitor changes and developments in the regulatory environment and
ensure that sufficient resources are available for the Group to implement any
required changes. The impact of the regulatory environment on the Group's
management of its capital is discussed in note 25 of the financial statements.
Section 172 Statement
Broader Stakeholder Interests
Directors of the Group must consider Section 172 of the Companies Act 2006
which requires them to act in the way that would most likely promote the
success of the Group for the benefit of all its stakeholders. The Board and
its committees consider who its key stakeholders are, the potential impact of
decisions made on them taking into account a wider range of factors, including
the impact on the Company's operations and the likely consequences of
decisions made in the long-term. The Group's key stakeholders and how the
Board and the Group have engaged with them during the year is set out below.
Employees
The CEO and his management team on behalf of the Board engage with employees
through a variety of methods including periodic 'all staff' updates,
information and points of interest, staff forums, group meetings and Town Hall
meetings. Further details can be found in the corporate social responsibility
section on page 25 of the Annual Report.
Shareholders
Our shareholders have been pivotal in supporting the Group and its management
team and Board. The Board recognise and frequently discuss the importance of
good, open and constructive relationships with both potential new shareholders
as well as existing shareholders and is committed to this communication. The
way in which this has been achieved during the year has been by our Chief
Executive Officer, supported by the management team, maintaining regular
contact and meetings with individual and institutional shareholders, both
existing and potential, and communicating and discussing shareholders' views
with the Board. A number of Board members and employees also hold the Group's
shares and regular communications are provided. Having one class of share
capital ensures all shareholders are treated equally.
The Group's strategy and results are presented to shareholders through
meetings following announcements of the final and interim results.
Shareholders are also invited to meet the Board and management team, who
attend the Annual General Meeting. The annual report and accounts for the year
ended 31 March 2025 along with all past accounts, regulatory communications
and other material is set out on the Group's website at
https://www.whirelandplc.com/investor-relations
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.
Regulators
The Board maintains continuous and open communication with our regulators at
the FCA as well as with the London Stock Exchange. Regular ongoing dialogue
has continued through the CEO and CFO with the FCA who receive regular
Management information. The FCA have approved the appointments of each member
of the Management team and the Board members as required.
Clients
Our clients are fundamental to the business of the Group and the Board
recognise that their interests are of paramount importance. Management of WM
closely engage with clients to understand their objectives so that the service
provided by the business is appropriate. The client's profile and the
suitability of the investment strategy provided is frequently assessed by our
professional investment managers and this is supplemented by a second line of
review from management and our compliance team. It is recognised that the
status of our clients can and does change in line with the environment and
vulnerable clients in particular are identified and discussed at management
and at Committee level to ensure that they are provided with the best possible
advice.
Suppliers, Community and Environment
The Board through its Executive Directors is keenly focused on its key
supplier relationships and regularly challenges and reviews its arrangements.
The Group openly encourages its offices and employees to engage in local
charitable, community groups and other causes. Further detail can be found on
page 26 of the Annual Report.
The Board recognises the firm's duty to act in the best long-term interests of
our clients which includes having investment practices that contribute to the
preservation of our planet. The Board has had an active effort to continue on
our path towards carbon neutrality by consuming less as an organisation,
providing recycling points in our offices and planting a new tree for every
new investment account opened. Further detail can be found on pages 27-28 of
the Annual Report.
Each of the Board members consider that they have acted together, in good
faith in a way most likely to promote the success of the Group for the benefit
of its broader range of stakeholders as a whole taking into account section
172 (1) (a-f) of the Companies Act 2006.
Maintaining a reputation for high standards of business conduct
The Board supports a culture that encourages the group's high standards which
helps the Group deliver on its strategic objectives. The Board ensures
adherence to policies that encourage high performance of employees and
regularly receives updates on the group's culture through engagement surveys
and in the business updates.
Considering the Long Term
The Board outlines the Group's strategy and oversees the framework of
governance, risk management and internal controls to with the long-term
success of the business in mind. The strategy is focused on developing the
Group's ability to service the long-term needs of its clients. Further detail
can be found within the Strategic Report on pages 5 - 11 of the Annual Report.
The group operates in a highly regulated environment. The identification,
management and mitigation of risks to the group's business is key to
ensuring the delivery of its strategy over the longer term, and the
consideration of risk plays an important part in decision-making.
Significant decisions have had to be made in the past year including the
decision to sell the CM division last year and the likely sale of the WM
business post year end. Following the successful sale of the WM business, an
orderly wind down will take place. The Board has taken these decisions in
consultation with stakeholders and believes this is the best strategy for the
Group in the long term.
The Strategic Report on pages 5 - 11 of the Annual Report has been approved by
the Board and signed on its behalf by:
S Jackson
Chief Finance Officer
26 September 2025
Consolidated statement of comprehensive income
Year ended Year ended
31 March 2025 31 March 2024
Note £'000 £'000
Net profit/(loss) on investments 16 99 (583)
Release of deferred consideration 23 - 160
Finance income 8 12 -
Finance expense 8 (12) -
Pre-tax profit/(loss) from continuing operations 99 (423)
Taxation 9 - 12
Post-tax profit/(loss) from continuing operations 99 (411)
Loss from discontinued operations inc. tax 6 (9,327) (5,528)
Loss and total comprehensive income for the year (9,228) (5,939)
Earnings per share 11
From continuing operations
Basic and diluted 0.04p (0.23p)
From discontinuing operations
Basic and diluted (4.01p) (3.15p)
Total
Basic and diluted (3.97p) (3.38p)
Notes on pages 47 to 82 of the Annual Report (and extracted below) are an
integral part of these financial statements.
There were no items of other comprehensive income for the current year or
prior years. The loss and total comprehensive income is 100% attributable to
owners of the parent.
Consolidated and Company statement of financial position
31 March 31 March
2025 2024
Note £'000 £'000
ASSETS
Non-current assets
Intangible assets 14 - -
Goodwill 13 - -
Property, plant and equipment 12 - -
Investments 16 - -
Right of use asset 17 - -
Deferred tax asset 18
- -
Current assets
Trade and other receivables 19 3,777 5,098
Other investments 20 84 1,544
Cash and cash equivalents 21 3,459 4,902
Assets held for sale 6 748 7,994
Total current assets 8,068 19,538
Total assets 8,068 19,538
LIABILITIES
Current liabilities
Trade and other payables 22 (1,964) (3,232)
Provisions 23 (368) (1,676)
Liabilities classified as held for sale 6 (186) (293)
Total current liabilities (2,518) (5,201)
Non-current liabilities - -
Total liabilities (2,518) (5,201)
Total net assets 5,550 14,337
Capital and reserves
Share capital 26 4,965 4,965
Share premium 26 22,817 22,817
Other reserves 981 981
Retained earnings (22,099) (13,312)
Treasury shares 27 (1,114) (1,114)
Shareholders' funds 5,550 14,337
These financial statements were approved by the Board of Directors on 26
September 2025 and were signed on its behalf by:
S Jackson
Director
Company
31 March 31 March
2025 2024
Note £'000 £'000
ASSETS
Non-current assets
Investment in subsidiaries 15 532 19,848
Loan receivable 27 79 1,114
Amounts owed from Group companies 19 4,050 4,676
4,661 25,638
Current assets
Trade and other receivables 19 15 44
15 44
Total assets 4,676 25,682
LIABILITIES
Current liabilities
Trade and other payables 22 (529) (750)
Provisions 23 (354) (1,229)
Total liabilities (883) (1,979)
Total net assets 3,793 23,703
Capital and reserves
Share capital 26 4,965 4,965
Share premium 26 22,817 22,817
Other reserves 228 228
Retained earnings (24,217) (4,307)
Shareholders' funds 3,793 23,703
The notes on pages 47 to 82 of the Annual Report (and extracted below) are an
integral part of these financial statements.
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 not to present the Company statement of comprehensive
income. The loss after tax of the Company for the year was £20.4m (FY24:
£6.6m).
These financial statements were approved by the Board of Directors on 26
September 2025 and were signed on its behalf by:
S Jackson
Director
Consolidated and Company statement of cash flows
Group Company
Year ended Year ended Year ended Year ended
31 Mar 2025 31 Mar 2024 31 Mar 2025 31 Mar 2024
Notes £'000 £'000 £'000 £'000
Operating activities:
Loss for the year (9,228) (5,939) (20,351) (6,600)
(9,228) (5,939) (20,351) (6,600)
Adjustments for non-cash items:
Depreciation and amortisation 12, 14, 17 947 624 - -
Loss on disposal of property, plant and equipment 12 111 - - -
Finance income 8 (12) - - -
Movement in deferred consideration 23 - (160) - (160)
Finance expense 8 12 21 - -
Tax 9 - (12) - -
Non-cash adjustment for share option charge 7 441 338 441 338
Non-cash adjustment for investment gains 16, 20 (99) 583 - -
Non-cash consideration for revenue (132) (761) - -
Non-cash adjustment for right of use assets 17 20 - - -
Impairment 13 6,113 - 20,351 6,600
Working capital changes:
Decrease / (increase) in trade and other receivables 1,436 346 655 (4,851)
Decrease in trade and other payables and provisions* (2,575) (336) (1,096) (228)
Net cash (used in) / generated from operations (2,966) (5,296) - (4,901)
Income taxes received/(paid) 9 - - - -
Net cash outflows from operating activities (2,966) (5,296) - (4,901)
Investing activities:
Acquisition of property, plant and equipment 12 (10) (16) - -
Increase in loan receivables 27 - - - (21)
Interest received 8 12 12 - -
Cash received on disposal of investments and warrants 16, 20 1,640 1,408 - -
Deferred consideration paid 23 - (78) - (78)
Net cash generated from / (used in) investing activities 1,642 1,326 - (99)
Financing activities:
Proceeds from issue of share capital 26 - 5,000 - 5,000
Purchase of own shares by Employee Benefit Trust - (21) - -
Lease liability payments 17 (119) (340) - -
Net cash (used in) / generated from financing activities (119) 4,639 - 5,000
Net (decrease) / increase in cash and cash equivalents (1,443) 668 - -
Cash and cash equivalents at beginning of year 4,902 4,234 - -
Cash and cash equivalents at end of year 3,459 4,902 - -
Non-cash transaction:
* Prior year outstanding deferred consideration of £654k was settled via
issue of shares (refer to note 23)
As at Cash flows Non-cash As at
1 April 2024 changes 31 March 2025
Group £'000 £'000 £'000 £'000
Lease liability 293 (119) 12 186
293 (119) 12 186
Reconciliation of Group and Company liabilities arising from financing
activities in the prior year:
As at Cash flows Non-cash As at
1 April 2023 changes 31 March 2024
Group £'000 £'000 £'000 £'000
Lease liability 612 (340) 21 293
612 (340) 21 293
There are no Company liabilities arising from financing activities.
The notes on pages 47 to 82 of the Annual Report (and extracted below) are an
integral part of these financial statements
Consolidated and Company statement of changes in equity
Share Share Other Retained Treasury Total
capital premium reserves earnings shares equity
Group £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 2023 3,116 19,014 981 (7,711) (1,093) 14,307
Loss and total comprehensive income for the year - - - (5,939) - (5,939)
Transactions with owners in their capacity as owners:
Employee share option scheme - - - 338 - 338
New share capital issued* 1,849 3,928 - - - 5,777
Share issue costs - (125) - - - (125)
Purchase of own shares by Employee Benefit Trust - - - - (21) (21)
Balance at 31 March 2024 4,965 22,817 981 (13,312) (1,114) 14,337
Loss and total comprehensive income for the year - - - (9,228) - (9,228)
Transactions with owners in their capacity as owners:
Employee share option scheme - - - 441 - 441
Balance at 31 March 2025 4,965 22,817 981 (22,099) (1,114) 5,550
*See further details in note 26.
The notes on pages 47 to 82 of the Annual Report (and extracted below) are an
integral part of these financial statements.
Retained earnings include £10k (2024: £10k) ESOT reserve.
Share Share Other Retained Treasury Total
capital premium reserves earnings shares equity
Company £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 2023 3,116 19,014 228 1,955 - 24,313
Loss and total comprehensive income for the year - - - (6,600) - (6,600)
Transactions with owners in their capacity as owners:
Employee share option scheme - - - 338 - 338
New share capital issued (note 26) 1,849 3,928 - - - 5,777
Share issue costs - (125) - - - (125)
Balance at 31 March 2024 4,965 22,817 228 (4,307) - 23,703
Loss and total comprehensive income for the year - - - (20,351) - (20,351)
Transactions with owners in their capacity as owners:
Employee share option scheme - - - 441 - 441
Balance at 31 March 2025 4,965 22,817 228 (24,217) - 3,793
The notes on pages 47 to 82 of the Annual Report (and extracted below) are an
integral part of these financial statements.
The nature and purpose of each reserve, whether consolidated or Company only,
is summarised below:
Share premium
The share premium is the amount raised on the issue of shares that is in
excess of the nominal value of those shares and is recorded less any direct
costs of issue.
Other reserves
Other reserves comprise a (consolidated) merger reserve of £753k (FY24:
£753k) and a (consolidated and company) capital redemption reserve of £228k
(FY24: £228k).
Retained earnings
Retained earnings reflect accumulated income, expenses, gains and losses,
recognised in the statement of comprehensive income and the statement of
recognised income and expense and is net of dividends paid to shareholders. It
includes £10k (FY24: £10k) of ESOT reserve.
Treasury shares
Purchases of the Company's own shares in the market are presented as a
deduction from equity, at the amount paid, including transaction costs. That
is, shares are shown as a separate class of shareholders' equity with a debit
balance. This includes shares in the Company held by the EBT or ESOT, both of
which are consolidated within the consolidated figures.
Notes to the financial statements
1. General information
WH Ireland Group plc is a public company incorporated in the United Kingdom.
The shares of the Company are traded on the AIM, a market of the London Stock
Exchange Group plc. The address of its registered office is 24 Martin Lane,
London, EC4R 0DR.
Basis of preparation
The consolidated and Parent Company financial statements have been prepared in
accordance with International Accounting Standards as adopted by the UK and in
accordance with the Companies Act 2006. The principal accounting policies
adopted in the preparation of the consolidated financial statements are set
out in note 3. The policies have been consistently applied to all the years
presented, unless otherwise stated.
The consolidated financial statements are presented in British Pounds (GBP),
which is also the Group's functional currency. Amounts are rounded to the
nearest thousand, unless otherwise stated.
Non-going concern basis of preparation
The financial statements of the Group have been prepared on a non-going
concern basis. In making this assessment, the Directors have prepared detailed
financial forecasts for the expected wind down period to June 2026 which
consider the funding and capital position of the Group and Company. As the
sale of the Wealth Management (WM) business is due to complete by the end of
September 2025, the Group has resolved to initiate an orderly wind-down of its
operations and pursue a voluntary delisting from the start of October 2025. As
a result of these intentions, the basis of preparation as a going concern is
no longer appropriate.
However, an orderly wind down will be achieved because:
- The Group has no outstanding external borrowings
or material obligations that would compromise its ability to settle
liabilities as they fall due.
- Forecast cash flows indicate that the Group will
retain sufficient liquidity throughout the wind-down period.
- It is anticipated that, following the
satisfaction of all known and expected liabilities, surplus funds will be
available for distribution to shareholders.
The decision to wind down the business is a strategic and voluntary one, and
does not arise from financial distress or insolvency concerns. The wind-down
is expected to be executed in a controlled and solvent manner, with full
consideration for the interests of creditors and shareholders. Accordingly,
the Directors have a reasonable expectation that the Group has adequate
resources to facilitate the orderly wind down. The wind down is expected to be
completed by June 2026.
Management have been in consultation with the FCA around the sale of the WM
business. As the Group will no longer be running a financially regulated
business, there will be no regulatory capital requirements that are to be met.
At no time going forward in the period under consideration, based on the
analysis in this assessment, does WH Ireland Group Plc have a cash deficit or
a regulatory capital deficit.
It is concluded therefore that sufficient funds will be in place to continue
the forecasted business model as envisaged and agreed with the Board and
shareholders and that the firm is able to complete an orderly wind down. No
adjustments have been required to the amounts presented at 31 March 2025 as a
result of the non-going concern basis. This is because the closing balance
sheet is currently based on the recoverable amount for current assets and the
amounts held for disposal groups for the WM disposal have already been written
down to their recoverable amount. The wind down model takes these balance
sheet values into account.
2. Adoption of new and revised standards
New and amended standards that are effective for the current year
The group has applied amended standards effective for the current period
including changes to IAS 1 'Presentation of Finance Statements' (effective 1
January 2024). None of the changes applied have had a material impact on the
financial statements. The Directors do not expect any material impact on the
financial statements in future periods from the adoption of new or revised
accounting standards.
3. Significant accounting policies
Non-current assets (or disposal groups) held for sale and discontinued
operations
Non-current assets (or disposal groups) are classified as held for sale if
their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and a sale is considered highly probable.
They are measured at the lower of their carrying amount and fair value less
costs to sell.
An impairment loss is recognised for any initial or subsequent write-down of
the asset (or disposal group) to fair value less costs to sell. A gain is
recognised for any subsequent increases in fair value less costs to sell of an
asset (or disposal group), but not in excess of any cumulative impairment loss
previously recognised. A gain or loss not previously recognised by the date of
the sale of the non-current asset (or disposal group) is recognised at the
date of derecognition.
Non-current assets (including those that are part of a disposal group) are not
depreciated or amortised while they are classified as held for sale. Interest
and other expenses attributable to the liabilities of a disposal group
classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal
group classified as held for sale are presented separately from the other
assets in the statement of financial position. The liabilities of a disposal
group classified as held for sale are presented separately from other
liabilities in the statement of financial position.
A discontinued operation is a component of the entity that has been disposed
of or is classified as held for sale and that represents a separate major line
of business or geographical area of operations, is part of a single
co-ordinated plan to dispose of such a line of business or area of operations,
or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement of profit or
loss.
Basis of consolidation
Where the company has control over an investee, it is classified as a
subsidiary. The company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and
its subsidiaries ("the Group") as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore eliminated in
full. The consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the statement of
financial position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included in the
consolidated statement of comprehensive income from the date on which control
is obtained until the date on which control ceased.
In the Company's accounts, investments in subsidiary undertakings are stated
at cost less any provision for impairment.
Business combinations
All business combinations are accounted for by applying the purchase method.
The purchase method involves recognition, at fair value, of all identifiable
assets and liabilities, including contingent liabilities, of the subsidiary at
the acquisition date, regardless of whether or not they were recorded in the
financial statements of the subsidiary prior to acquisition. The cost of
business combinations is measured based on the fair value of the equity or
debt instruments issued and cash or other consideration paid, plus any
directly attributable costs. Any directly attributable costs relating to
business combinations before or after the acquisition date are charged to the
statement of comprehensive income in the period in which they are incurred.
Goodwill arising on a business combination represents the excess of cost over
the fair value of the Group's share of the identifiable net assets acquired
and is stated at cost less any accumulated impairment losses. The cash
generating units to which goodwill is allocated are tested annually for
impairment. Any impairment is recognised immediately in administrative
expenses in the statement of comprehensive income and is not subsequently
reversed. On disposal of a subsidiary the attributable amount of goodwill that
has not been subject to impairment is included in the determination of the
profit or loss on disposal.
Revenue
Wealth Management (WM)
Management and custody fees
Investment management fees are recognised in the period in which the related
service is provided. It is a variable fee based on the average daily market
value of assets under management and is invoiced on a calendar quarter basis
in arrears. The performance obligation is satisfied over time as the
contractual obligations are on ongoing throughout the period under contract.
The revenue accrued but not yet invoiced is recognised as a contract asset.
Initial and ongoing advisory fees
Initial advisory fees are charged to clients on a fixed one-off fee agreement.
The performance obligation is satisfied as the initial advice is provided.
Ongoing advisory fees are variable fees based on the average daily market
value of assets under management and invoiced on a calendar quarter basis in
arrears. Both initial and ongoing advisory fees are recognised in the period
in which the related service is provided. The performance obligation of
ongoing advice is satisfied over time as the contractual obligations are
ongoing throughout the period under contract. The revenue accrued but not yet
invoiced is recognised as a contract asset.
Commission and transaction charges
Commission is recognised when receivable in accordance with the date of
settlement. It is a variable fee based on a percentage of the transaction and
therefore the performance obligation is satisfied at the date of the
underlying transaction. The transaction price is calculated based on the
agreed percentage of the underlying consideration of the trade. The underlying
consideration being the number of shares multiplied by the share price at the
time of the underlying transaction.
Capital Markets (CM)
Commission
Brokerage commission is recognised when receivable in accordance with the date
of settlement. It is a variable fee based on a percentage of the transaction
and therefore performance obligation is satisfied at the date of the
underlying transaction. The transaction price is calculated based on the
agreed percentage of the underlying consideration of the trade. The underlying
consideration being the number of shares multiplied by the share price at the
time of the underlying transaction.
Corporate finance advisory fees
Corporate finance advisory fees are fixed fees agreed on a deal by deal basis
and might include non-cash consideration received in the form of shares, loan
notes, warrants or other financial instruments recognised at the fair value on
the date of receipt and therefore the performance obligation is satisfied over
time when the Group has met the performance obligations per the contract.
Retainer fees
Retainer fees are recognised over the length of time of the agreement. Fees
are fixed and invoiced quarterly in advance based on the agreed engagement
letter. The performance obligation is satisfied over time as the contractual
obligations are on ongoing throughout the period under contract. The deferred
revenue is recognised as a contract liability.
Corporate placing commissions
Corporate placing commissions are variable fees agreed on a deal-by-deal basis
based on a percentage of the funds raised as part of a transaction. This
includes non-cash consideration received in the form of shares, loan notes,
warrants or other financial instruments recognised at the fair value on the
date of receipt. Given that fees related to this work are success based, there
is a significant risk of reversal of the variable revenue and therefore the
performance obligation is satisfied at a point in time when the transaction is
completed. The combination of corporate placing commissions and corporate
finance advisory fees are referred to as corporate success fees.
Employee benefits
The Group contributes to employees' individual money purchase personal pension
schemes. The assets of the schemes are held separately from those of the Group
in independently administered funds. The amount charged to the statement of
comprehensive income represents the contributions payable to the schemes in
respect of the period to which they relate.
Short-term employee benefits are those that fall due for payment within 12
months of the end of the period in which employees render the related service.
The cost of short-term benefits is not discounted and is recognised in the
period in which the related service is rendered. Short-term employee benefits
include cash-based incentive schemes and annual bonuses.
Share-based payments
The share option programmes allow Group employees to receive remuneration in
the form of equity-settled share-based payments granted by the Company.
The cost of equity-settled transactions with employees is measured by
reference to the fair value at the date at which they are granted. The fair
value of the options granted is measured using an option valuation model. The
cost of equity-settled transactions is recognised, together with a
corresponding increase in equity, over the period in which the performance or
service conditions are fulfilled (the vesting period), ending on the date on
which the relevant employees become fully entitled to the award (the vesting
date). The cumulative expense recognised for equity settled transactions, at
each reporting date until the vesting date, reflects the extent to which the
vesting period has expired and the Group's best estimate of the number of
equity instruments that will ultimately vest. The statement of comprehensive
income charge or credit for a period represents the movement in cumulative
expense recognised at the beginning and end of that period.
Where the terms of an equity-settled award are modified, an incremental value
is calculated as the difference between the fair value of the repriced option
and the fair value of the original option at the date of re-pricing. This
incremental value is then recognised as an expense over the remaining vesting
period in addition to the amount recognised in respect of the original option
grant.
Where an equity-settled award is cancelled or settled (that is, cancelled with
some form of compensation) it is treated as if it had vested on the date of
cancellation and any expense not yet recognised for the award is recognised
immediately.
However, if a new award is substituted for the cancelled award and is
designated as a replacement award on the date that it is granted, the
cancelled and new awards are treated as if they were a modification of the
original award, as described in the previous paragraph. Any compensation paid
up to the fair value of the award is accounted for as a deduction from equity.
Where an award is cancelled by forfeiture, when the vesting conditions are not
satisfied, any costs already recognised are reversed (subject to exceptions
for market conditions).
In all instances, the charge/credit is taken to the statement of comprehensive
income of the Group or Company by which the individual concerned is employed.
Employee Share Ownership Trust (ESOT)
The Company has established an ESOT. The assets and liabilities of this trust
comprise shares in the Company and loan balances due to the Company. The Group
includes the ESOT within these consolidated Financial Statements and therefore
recognises a Treasury shares reserve in respect of the amounts loaned to the
ESOT and used to purchase shares in the Company. Any cash received by the ESOT
on disposal of the shares it holds, will be used to repay the loan to the
Company.
The costs of purchasing Treasury shares are shown as a deduction against
equity. The proceeds from the sale of own shares held increase equity. Neither
the purchase nor sale of treasury shares leads to a gain or loss being
recognised in the consolidated statement of comprehensive income.
Income taxes
Income tax on the profit or loss for the years presented, comprising current
tax and deferred tax, is recognised in the statement of comprehensive income
except to the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using rates enacted or substantively enacted at the reporting year-end date
and any adjustment to tax payable in respect of previous years.
Deferred tax is provided for temporary differences, at the reporting year-end
date, between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes. The following temporary differences
are not provided for;
· goodwill which is not deductible for tax purposes;
· the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit; and
· temporary differences relating to investments in subsidiaries to
the extent that they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the reporting period end
date (note 19).
A deferred tax asset is recognised for all deductible temporary differences
and unused tax losses only to the extent that it is probable that future
taxable profits will be available against which the assets can be utilised.
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and
impairment. Depreciation is calculated, using the straight-line method, to
write down the cost or revalued amount of plant and equipment over the assets'
expected useful lives, to their residual values, as follows:
Computers, fixtures and
fittings
- 4 to 7 years
Intangible assets
Measurement
Intangible assets with finite useful lives that are acquired separately are
measured, on initial recognition at cost. Following initial recognition, they
are carried at cost less accumulated amortisation and any accumulated
impairment. The cost of intangible assets acquired in a business combination
is their fair value at the date of acquisition.
Intangible assets other than goodwill are amortised over the expected pattern
of their consumption of future economic benefits, to write down the cost of
the intangible assets to their residual values as follows:
Client relationships
- 10 to 12 years
Brand
- 2 years
The amortisation period and method for an intangible asset are reviewed at
least at each financial year end. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the
asset or its residual value are accounted for by changing the amortisation
period or method.
Impairment
The carrying amounts of the Group's intangible assets, excluding goodwill, are
reviewed when there is an indicator of impairment and the asset's recoverable
amount is estimated.
The recoverable amount is the higher of the asset's fair value less costs to
sell (or net selling price) and its value-in-use. Value-in-use is the
discounted present value of estimated future cash inflows expected to arise
from the continuing use of the asset and from its disposal at the end of its
useful life. Where the recoverable amount of an individual asset cannot be
identified, it is calculated for the smallest cash-generating unit (CGU) to
which the asset belongs. A CGU is the smallest identifiable group of assets
that generates cash inflows independently.
When the carrying amount of an asset (or CGU) exceeds its recoverable amount,
the asset (or CGU) is considered to be impaired and is written down to its
recoverable amount. An impairment loss is immediately recognised as an
expense. Any subsequent reversal of impairment credited to the statement of
comprehensive income shall not cause the carrying amount of the intangible
asset to exceed the carrying amount that would have been determined had no
impairment been recognised.
Impairment of assets
Goodwill and other intangible assets that have an indefinite life are not
subject to amortisation, they are tested annually for impairment. Other assets
are tested for impairment when any changes in circumstance indicate the
carrying amount is possibly not recoverable. An impairment loss is recognised
when the asset's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset's fair value less costs to sell
and the value in use. Goodwill is allocated to cash generating units for the
purpose of assessing impairment, assets (excluding goodwill) are grouped
together based on the assets that independently generates cash flow whose cash
flow is largely independent of the cash flows generated by other assets (cash
generating units).
Leased assets
Measurement and recognition of leases as a lessee
For any new lease contracts entered into on or after 1 April 2019, as
permitted under IFRS 16, the Group recognises a right of use asset and a lease
liability except for:
· Leases with a term of 12 months or less from the lease
commencement date
· Leases of low value assets
Lease liabilities are measured at the present value of the unpaid lease
payments discounted using an incremental borrowing rate.
Right of use assets are initially measured at the amount of the lease
liabilities plus initial direct costs, costs associated with removal and
restoration and payments previously made. Right of use assets are amortised on
a straight-line basis over the term of the lease.
Lease liabilities are subsequently increased by the interest charge using the
incremental borrowing rate and reduced by the principal lease.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
balance sheet when the Group becomes a party to the contractual provisions of
the instrument.
Financial assets and liabilities
Investments are recognised and derecognised on the trade date where the
purchase or sale of an investment is under a contract whose terms require
delivery of the investment within the timeframe established by the market
concerned, and are initially measured at fair value, plus transaction costs,
except for those financial assets classified as at fair value through profit
or loss, which are initially measured at fair value.
Assets and liabilities are presented net where there is a legal right to
offset and an intention to settle in that way.
The three principal classification categories for financial assets are:
measured at amortised cost, fair value through other comprehensive income
(FVOCI) and fair value through profit or loss (FVTPL). The classification of
financial assets under IFRS 9 is generally based on the business model in
which a financial asset is managed and its contractual cash flow
characteristics.
Financial assets are not reclassified after their initial recognition unless
the Group changes its business model for managing financial assets, in which
case all affected financial assets are reclassified on the first day of the
first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the
following conditions and is not designated as at FVTPL:
· it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
· its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount
outstanding.
On initial recognition of an equity investment that is not held for trading,
the Group may irrevocably elect to present subsequent changes in the
investment's fair value in OCI. This election is made on an
investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as
described above are measured at FVTPL. On initial recognition, the Group may
irrevocably designate a financial asset that otherwise meets the requirements
to be measured at amortised cost or at FVOCI as at FVTPL if doing so
eliminates or significantly reduces an accounting mismatch that would
otherwise arise.
Assets held at FVTPL are subsequently measured at fair value. Net gains and
losses, including any interest or dividend income, are recognised in profit or
loss.
Financial assets at amortised cost are subsequently measured at amortised cost
using the effective interest method. The amortised cost is reduced by
impairment losses. Trade receivables and other receivables are measured and
carried at amortised cost using the effective interest method, less any
impairment. If impaired, the carrying amount of other receivables is reduced
by the impairment loss directly and a charge is recorded in the Income
Statement. For trade receivables, the carrying amount is reduced by the
expected credit lifetime losses under the simplified approach permitted under
IFRS9. Subsequent recoveries of amounts previously written off are credited
against the allowance account and changes in the carrying amount of the
allowance account are recognised in the Income Statement.
Equity investments at FVOCI are subsequently measured at fair value. Dividends
are recognised as income in profit or loss unless the dividend clearly
represents a recovery of part of the cost of the investment. Other net gains
and losses are recognised in OCI and are never reclassified to profit or loss.
The following financial assets & liabilities are held at FVTPL;
investments and deferred consideration. The following financial assets and
liabilities are held at amortised cost; Cash and cash equivalents, trade and
other receivables, contract assets, trade and other payables and lease
liabilities.
Trade payables
Trade payables principally comprise amounts outstanding for trade purchases
and ongoing costs. The Directors consider that the carrying amount of trade
payables approximates to their fair value.
4. Critical accounting judgements and key sources of estimation and
uncertainty
The preparation of financial statements in accordance with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including reasonable expectations of future
events. The estimates and judgements that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below:
Identification and classification of discontinued operations and disposal
group assets and liabilities
During the year, the Group pursued a sale of the WM division. The sale of the
division was deemed to be highly probable on the date the bid was received
from the preferred bidder and the Takeover Panel was formally notified. This
was 31st January 2025. At year end the WM division has been classed as such
and assets and liabilities held for sale have been allocated to the associated
disposal group. Once assets and liabilities were added to the disposal group
at this date, no amortisation or depreciation has been recoded.
Post year end, the WM sale is still ongoing. The intention is still to
continue with the sale to the preferred bidder so the WM division remains
classified as held for sale at that date.
As the WM division is a component that has been classified as held for sale
and represents a major line of business, it meets the conditions of IFRS 5 to
be discontinued. The Statement of Comprehensive Income shows the results from
the discontinued operations. The Statement of Financial Position has the
assets and liabilities held for sale. These have been allocated to the
disposal groups as detailed in note 6.
Amortisation and impairment of non-financial assets
As noted above, the Group estimates the useful economic lives of intangible
assets, in order to calculate the appropriate amortisation charge. This is
done by the Directors using their knowledge of the markets and business
conditions that generated the asset, together with their judgement of how
these will change in the foreseeable future.
The value of the Wealth Management division is mainly based on its client
relationships and its revenue generating ability. As the sale of the WM
division is expected to complete post year end and by 30th September 2025, the
recoverable amount has been assessed based on the estimated fair value less
costs of disposal which equates to £0.5m. The most appropriate basis of
measuring the fair value has been judged to be the estimated sale price of the
CGU as this best shows the market value. In the prior year the recoverable
amount was measured using a value in use calculation. The assessment has
resulted in an impairment charge totalling £6.1m being recognised against the
non-financial assets as explained below.
Allocation of impairment loss to a disposal group
The CGU is presented as a held for sale asset as defined under IFRS 5. IFRS
5.23 states that the impairment loss recognised for a disposal group shall
reduce the carrying amount of the non-current assets in the group that are
within the scope of the measurement requirements of this IFRS, in the order of
allocation set out in paragraphs 104(a) and (b) and 122 of IAS 36 (as revised
in 2004). The impairment has been applied to goodwill first and then any
residual impairment has been split proportionately between PPE, intangibles
and ROU assets.
Estimate of contingent consideration
The sale of the CM business in July 2024 was on a contingent consideration
basis to be paid in cash within 30 days of the first anniversary of Completion
and is to be calculated by reference to the retainer and transaction revenue
generated by the CM Division within the 12 months after Completion. This
amount is to be the aggregate of 20% of the Retainer Fees, 30% of the
Transaction Fees, 75% of the Market Making Equity Value and, subject to the
Relevant Retainer Fees being equal to or greater than £2.75m, an amount equal
to the Market Making Cash (£250k). Terms that are capitalised are defined in
the relevant sale and purchase agreement dated 12 July 2024. The anniversary
of completion has passed post year end and the consideration is confirmed to
be £1.1m.This has been recognised fully as part of the gain on disposal in
discontinued operations during the period.
Investments in subsidiaries
Where an indicator of impairment exists, management uses its judgement to
assess the carrying value of the asset by determining the fair value by
independent assessment of the carrying value of the business units. The
carrying value of investments in subsidiaries, prior to impairment, on 31
March 2025 was £19.8m (FY24: £26.4m) (see note 15).The market capitalisation
of WH Ireland Group Plc is £5.2m which is less than the £19.8m holding of
WHI Ltd and Harpsden Ltd together, which could indicate an impairment.
At the year-ended 31 March 2025, the carrying values of the investments in
subsidiaries were consequently assessed for indicators of impairment. The
value of the investment in subsidiary has been measured as the same way as the
WM CGU as this is the remaining trading element of WH Ireland Limited. The
recoverable value of the WM CGU was calculated using the estimated sale price
of £1m less disposal costs 0.5m.
WM was assessed with reference to the consideration for the disposal of the
division which occurred post year end (see note 32).
The CGU was £0.5m, resulting in an impairment of £19.3m (note 15).
5. Segment information
The Group has previously had two principal operating segments, WM and CM and a
number of central office costs that do not fall into either of these operating
segments. At 31 March 2024 both of these operating segments met the criteria
in IFRS 5 to be classified as discontinued operations (see note 6 & 32).
During the year, the CM segment was sold and the WM segment met the criteria
to be a discontinued operation and held for sale at 31 March 2025. This
information has been disclosed to enable users of the financial statements to
see the breakdown of the groups result from discontinued operations by
segment.
WM offers investment management advice and services to individuals and
contains our Wealth Planning business, giving advice on and acting as
intermediary for a range of financial products. When operating, CM provided
corporate finance and corporate broking advice and services to companies and
acted as Nominated Adviser (Nomad) to clients traded on the AIM and contained
an Institutional Sales and Research business, which carried out stockbroking
activities on behalf of companies as well as conducting research into markets
of interest to its clients.
Both divisions were located in the UK. Each reportable segment had a segment
manager directly accountable to, and maintained regular contact with, the
Chief Executive Officer.
No customer represented more than ten percent of the Group's revenue (FY24:
nil).
The following tables represent revenue and cost information for the Group's
business segments. The key line items below are not consistent with the
statement of comprehensive income.
Year ended 31 March 2025 WM CM Central Office Group
£'000 £'000 £'000 £'000
Revenue 10,041 3,186 - 13,227
Direct costs (7,912) (2,705) - (10,617)
Contribution 2,129 481 - 2,610
Indirect costs* (4,002) (555) - (4,557)
Underlying loss before tax (1,873) (74) - (1,947)
Amortisation of acquired brand and client relationships (644) - - (644)
Gains on fixed assets 150 100 - 250
Redundancy costs (332) (12) - (344)
Holiday Leave paid on termination (12) - - (12)
Project Costs (370) (146) - (516)
Onerous contracts 8 4 - 12
Client settlement (9) (2) - (11)
Investment losses - - 99 99
Payaway on investment losses - (2) - (2)
Impairment (6,113) (6,113)
Loss before tax (9,195) (132) 99 (9,228)
Tax - - - -
Loss for the year (9,195) (132) 99 (9,228)
*Includes £312k (FY24: £329k) auditor's remuneration as follows:
Audit of these financial statements £80k (FY24: £80k)
Amounts payable to the principal auditors and their associates in respect of:
o audit of financial statements of subsidiaries pursuant to legislation
£130k (FY24: £130k)
o audit related assurance services £77k (FY24: £59k)
o audit of financial statements relating to prior year £25k (FY24: £60k)
Year ended 31 March 2025 WM CM Group
£'000 £'000 £'000
Statutory operating costs included the following:
Amortisation (note 14) 644 - 644
Depreciation (note 12) 133 - 133
Depreciation from Right of Use assets (note 17) 167 3 170
Year ended 31 March 2024 WM CM Central Office Group
£'000 £'000 £'000 £'000
Revenue 11,891 9,574 - 21,465
Direct costs (9,628) (9,448) - (19,076)
Contribution 2,263 126 - 2,389
Indirect costs* (2,894) (1,963) - (4,857)
Underlying loss before tax (631) (1,837) - (2,468)
Amortisation of acquired brand and client relationships (273) - - (273)
Release of deferred consideration - - 160 160
Redundancy costs (380) (564) - (944)
Holiday Leave paid on termination (43) (83) - (126)
Project Costs (865) (527) - (1,392)
Onerous contracts - (447) - (447)
Client settlement (152) - - (152)
Investment losses - - (583) (583)
Payaway on investment losses - 274 - 274
Loss before tax (2,344) (3,184) (423) (5,951)
Tax - - 12 12
Loss for the year (2,344) (3,184) (411) (5,939)
The segment note has been restated to be consistent with the current year
presentation.
Year ended 31 March 2024 WM CM Group
£'000 £'000 £'000
Statutory operating costs included the following:
Amortisation (note 14) 273 - 273
Depreciation (note 12) 56 60 116
Depreciation from Right of Use assets (note 17) 142 93 235
Segment assets and segment liabilities are reviewed by the Chief Executive
Officer based on the consolidated statement of financial position.
Accordingly, this information is replicated in the Group Consolidated
statement of financial position on page 41 of the Annual Report. As no measure
of assets or liabilities for individual segments is reviewed regularly by the
Chief Executive Officer, no disclosure of total assets or liabilities has been
made.
The accounting policies of the operating segments are the same as those
described in the summary of significant accounting policies.
Revenue disaggregated by division and timing of recognition below:
Year ended 31 March 2025 WM CM Group
£'000 £'000 £'000
Point in time 1,043 2,210 3,253
Over time 8,998 976 9,974
10,041 3,186 13,227
Year ended 31 March 2024 WM CM Group
£'000 £'000 £'000
Point in time 1,107 5,541 6,648
Over time 10,784 4,033 14,817
11,891 9,574 21,465
The following movement of contract liabilities was recognised in the year:
As at 31 Mar 2024 Recognised in revenue Amounts deferred As at 31 Mar 2025
Group £'000 £'000 £'000 £'000
Contract liabilities 14 (14) - -
Contract liabilities relate to deferred recognition of retainer fees invoices
quarterly. Contract assets relate to accrued management fee income and the
decrease from £2.48m to £2.14m at 31 March 2025 is linked to the decrease in
WM fee income for the period. Refer to note 19.
6. Discontinued operations and assets & liabilities held for sale
During the year, the CM division remained held for sale and was successfully
sold in July 2024. The WM division was held for sale at 31 March 2024, however
this was aborted on the 9(th) April and reclassified out of held for sale from
that date (with depreciation and amortisation recognised from that date,
including a catch up charge for the period it was previously held for sale).
The WM division was subsequently reclassified as held for sale on by 31 March
2025. At this point amortisation and depreciation ceased again. The assets
and liabilities that form the WM division has been assessed against the
estimated fair value less cost of disposal and written down accordingly. An
impairment of £6.1m has been recognised and is recorded in the Statement of
Consolidated Income as part of the result from discontinued operations.
Financial performance information
Year ended Year ended
31 Mar 2025 31 Mar 2024
Note £'000 £'000
Revenue 13,227 21,465
Administrative expenses (22,768) (26,665)
Expected credit loss 19 (37) (328)
Operating loss (9,578) (5,528)
Gain on fixed assets 250 -
Other income 1 -
Taxation 9 - -
Post-tax (loss)/ profit from discontinuing operations (9,327) (5,528)
The carrying amounts of assets and liabilities in the disposal group may be
analysed as follows:
Assets and liabilities of disposal group classified as held for sale
WM CM Year ended 31 Mar 2025 WM CM Year ended 31 Mar 2024
Assets classified as held for sale Note £'000 £'000 £'000 £'000 £'000 £'000
Intangible assets 14 621 - 621 3,490 - 3,490
Goodwill 13 - - - 3,539 - 3,539
Property, plant and equipment 12 51 - 51 255 214 469
Investments - warrants* 16 - 30 30 - 95 95
Right of use asset 17 46 - 46 378 23 401
Total assets held for sale 718 30 748 7,662 332 7,994
*Relates to certain investments in warrant instruments that were not
transferred upon disposal of the CM division but remain owned by the group.
Year ended Year ended
31 Mar 2025
31 Mar 2024
Liabilities directly associated with assets classified as held for sale Note £'000 £'000
Lease liability 17 (186) (293)
Total liabilities held for sale (186) (293)
Year ended Year ended
31 Mar 2025
31 Mar 2024
£'000 £'000
Cash flows from operating activities (3,144) (5,306)
Cash flows from investing activities 1 (16)
Cash flows from financing activities (119) (340)
Total cash movement from discontinued activities (3,262) (5,662)
7. Employee benefit expense
Non-salaried staff are commission-only brokers and therefore do not receive a
salary.
Year ended Year ended
31 Mar 2025 31 Mar 2024
Group £'000 £'000
Wages and salaries 5,896 10,970
Bonuses 1,054 618
Social security costs 850 1,442
Other pension costs 266 469
8,066 13,499
Non salaried staff 697 1,592
Charge for share options granted to employees (note 29) 441 338
9,204 15,429
Year ended Year ended
31 Mar 2025 31 Mar 2024
Company £'000 £'000
Wages and salaries 245 249
The average number of persons (including Directors) employed during the year
was:
Year ended Year ended
Group 31 Mar 2025 31 Mar 2024
Executive and senior management 4 6
CM 10 36
WM 53 68
Support staff 14 20
Salaried staff 81 130
Non salaried staff 3 3
Total 84 133
Year ended Year ended
Company 31 Mar 2025 31 Mar 2024
Executive and senior management 2 3
The total amount paid to Directors in the period, including social security
costs was £1.1m (FY24: £0.8m). Full details of Directors' remuneration,
including that of the highest paid Director, are disclosed in the Remuneration
Report on pages 29-31 of the Annual Report.
8. Finance income and expense
Year ended Year ended
31 Mar 2025 31 Mar 2024
Group £'000 £'000
Bank interest receivable 12 12
Finance income 12 12
-
Interest payable on lease liabilities classified within result from 12 21
discontinued operations
Release of deferred consideration (see note 23) - (160)
Finance expense 12 (139)
9. Taxation
Year ended Year ended
31 Mar 2025 31 Mar 2024
Group £'000 £'000
Current tax expense:
United Kingdom corporation tax at 25% (FY24: 25%) - -
Adjustment in respect of prior year (12)
Total current tax - (12)
Deferred tax credit (note 18):
Current year - -
Effect of change in tax rate - -
Total deferred tax - -
Total tax - (12)
The tax credit for the year and the amount calculated by applying the standard
United Kingdom corporation tax rate of 25% (FY24: 25%) to profit before tax
can be reconciled as follows:
Year ended Year ended
31 Mar 2025 31 Mar 2024
Group £'000 £'000
Loss before tax (9,228) (5,951)
Tax expense using the United Kingdom corporation tax rate of 25% (FY24: 25%) (2,307) (1,488)
Impairment charge not taxable 1,528
Other expenses not tax deductible 217 313
Movement in unrecognised deferred tax 533 1,163
Other amounts 29 -
Total tax (credit) / charge - (12)
10. Dividend
No dividend is proposed in respect of 2025 (FY24: none).
11. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit or loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the year, excluding ordinary shares purchased by the Company
(note 27).
Diluted EPS is the basic EPS, adjusted for the effect of the conversion into
fully paid shares of the weighted average number of all employee share options
outstanding. In a year when the Company presents positive earnings
attributable to ordinary shareholders, anti-dilutive options represent options
issued where the exercise price is greater than the average market price for
the period.
Reconciliations of the earnings and weighted average number of shares used in
the calculations are set out below:
Year ended Year ended
31 Mar 2025 31 Mar 2024
Group
Weighted average number of shares in issue during the period 232,869 175,718
Effect of dilutive share options - -
(thousands)
232,869 175,718
Total
Post-tax profit (loss) from continuing operations (£'000) 99 (411)
Loss from discontinuing operations incl. tax (£'000) (9,327) (5,528)
Earning per share - basic and diluted
From continuing operations 0.04p (0.23p)
From discontinuing operations (4.01p) (3.15p)
Total (3.97p) (3.38p)
12. Property, plant and equipment
Group Company
Computers, Computers,
fixtures and fittings fixtures and fittings
£'000 £'000
Cost
At 31 March 2023 6,223 37
Additions 16 -
Disposal - (4)
Transfer to asset held for sale (6,239) -
At 31 March 2024 - 33
Transfer from asset held for sale 6,239 -
Additions 10 -
Impairment (4,241) -
Disposal (170) -
Transfer to asset held for sale (1,838) -
At 31 March 2025 - 33
Depreciation and impairment
At 31 March 2023 5,654 33
Depreciation charge 116 -
Transfer to asset held for sale (5,770) -
At 31 March 2024 - 33
Transfer from asset held for sale 5,770 -
Impairment (4,057) -
Disposal (59) -
Depreciation charge 133 -
Transfer to asset held for sale (1,787) -
At 31 March 2025 - 33
Net book values
At 31 March 2025 - -
At 31 March 2024 - -
Property, plant and equipment were transferred out of the WM disposal group on
9(th) April 2024, depreciation and catch up charges were recognised in the
period to 31 January 2025 when the remaining Property, plant and equipment
were reclassified to WM disposal group (note 6). Impairment has been
recognised across the disposal group. The goodwill has been written off first,
then the residual loss is allocated to other assets on a pro-rata basis
according to their carrying amounts.
Included in the above, are software costs capitalised in the year with a net
book value at 31 March 2025 of £1k (FY24: £9k).
13. Goodwill
Goodwill acquired in a business combination is allocated to a cash generating
unit (CGU) that will benefit from that business combination. As explained in
note 4, the goodwill is now attributed to the WM CGU.
The carrying amount of goodwill arising on the acquisition of Harpsden WM is
set out below:
Year ended Year ended
31 Mar 2025 31 Mar 2024
Group £'000 £'000
Beginning of year - 3,539
Transfer back from asset held for sale 3,539 -
Impairment (3,539) -
Transfer to asset held for sale - (3,539)
End of year - -
Goodwill is assessed annually for impairment and the recoverability has been
assessed at 31 March 2025 by comparing the carrying value of the CGU to which
the goodwill is allocated against its recoverable amount. The recoverable
amount is the CGU's fair value less cost to sell following the decision to
sell the WM CGU. The fair value is best measured at the sale price of WM CGU
which is £1m, less expected costs to sell of £0.5m.
The WM CGU recoverable amount was calculated as £0.5m, this is less than the
carrying amount of £6.6m so an impairment has been recognised for £6.1m in
total. The impairment was recognised first against the goodwill writing it
down to £nil. Subsequently, the remaining impairment was apportioned against
the other non-current assets within the CGU in accordance with IAS 36.
14. Intangible assets
Client relationships arise when the group acquires a broker business with an
existing client base. The assets below represent the fair value of future
benefits arising from these client relationships. Amortisation of client
relationships is charged to administrative expenses in note 6 on a
straight-line basis over the estimated useful lives (2 to 12 years).
Client
relationships Brand Total
Group £'000 £'000 £'000
Cost
At 31 March 2023 8,731 75 8,806
Transfer to asset held for sale (8,731) (75) (8,806)
At 31 March 2024 - - -
Transfer from asset held for sale 8,731 75 8,806
Impairment (2,225) - (2,225)
Additions - - -
Transfer to asset held for sale (6,506) (75) (6,581)
At 31 March 2025 - - -
Amortisation
At 31 March 2023 4,968 75 5,043
Charge for the year 273 - 273
Transfer to asset held for sale (5,241) (75) (5,316)
At 31 March 2024 - - -
Transfer from asset held for sale 5,241 75 5,316
Charge for the year 644 - 644
Transfer to asset held for sale (5,885) (75) (5,960)
At 31 March 2024 - - -
Net book values
At 31 March 2025 - - -
At 31 March 2024 - - -
During the year ended 31 March 2021, the group acquired client relationships
totalling £4.2m as part of the Harpsden acquisition and at the year ending 31
March 2025 the net book value was £0.6m (FY24: £3.25m) and remaining useful
economic life of 6 years (FY24: 7 years). An intangible asset was also
recognised representing the Harpsden brand totalling £75k and at the year
ending 31 March 2025 the net book value was fully amortised.
An intangible asset was recognised relating to the client relationships
brought in by Robert Race when he joined the group. At the year ended 31 March
2025 the net book value was £143k (FY24: £244k) and remaining useful
economic life of 1 years (FY24: 2 years). The Harpsden and Robert Race client
relationships total net book value comes to £621k after impairment.
Intangible assets were transferred out of the WM disposal group on 9(th) April
2024, amortisation and catch up charges were recognised in the period to 31
January 2025 when the remaining intangible assets were reclassified to WM
disposal group (note 6). An impairment has been recorded for the WM CGU and is
apportioned against the other non-current assets within the CGU in accordance
with IAS 36. This includes the intangible assets, see note 13.
The company did not have any intangible assets either at 31 March 2025 or 31
March 2024.
15. Subsidiaries
Year ended Year ended
Note 31 Mar 2025 31 Mar 2024
Company £'000 £'000
Beginning of year 19,848 26,448
Impairment 4 (19,316) (6,600)
End of year 532 19,848
Investments in subsidiaries are stated at cost less impairment.
The Company's subsidiaries, all of which are included in the consolidated
financial statements, are presented below:
Subsidiary Country of incorporation Principal activity Class of shares Proportion held by Group Proportion held by Company
WH Ireland Limited England & Wales WM and CM Ordinary 100% 100%
Harpsden WM Limited England & Wales WM Ordinary 100% 100%
WH Ireland (Financial Services) Limited England & Wales Dormant Ordinary 100% -
Readycount Limited England & Wales Dormant Ordinary 100% 100%
Stockholm Investments Limited England & Wales Dormant Ordinary 100% 100%
ARE Business and Professional Limited England & Wales Dormant Ordinary 100% -
SRS Business and Professional Limited England & Wales Dormant Ordinary 100% -
WH Ireland Nominees Limited England & Wales Nominee Ordinary 100% -
WH Ireland Trustee Limited England & Wales Trustee Ordinary 100% -
Fitel Nominees Limited England & Wales Nominee Ordinary 100% -
The registered office of all companies listed above is 24 Martin Lane, London,
EC4R 0DR.
The following dormant subsidiaries are guaranteed by the Company and therefore
take advantage of the Companies Act (2006) in obtaining exemption from an
individual audit:
Subsidiary Country of incorporation Company registration number
WH Ireland (Financial Services) Limited England & Wales 4279349
Readycount Limited England & Wales 3164863
Stockholm Investments Limited England & Wales 4215675
ARE Business and Professional Limited England & Wales 3681185
SRS Business and Professional Limited England & Wales 4238969
WH Ireland Nominees Limited England & Wales 2908691
WH Ireland Trustee Limited England & Wales 3559373
Fitel Nominees Limited England & Wales 1401140
16. Investments
Group
Warrants Total
Other financial assets at fair value through profit or loss £'000 £'000
At 31 March 2023 820 820
Additions 184 184
Fair value loss (597) (597)
Disposals (312) (312)
Transfer to asset held for sale (95) (95)
At 31 March 2024 - -
Transfer from asset held for sale 95 95
Additions 22 22
Fair value loss (60) (60)
Disposals (27) (27)
Transfer to asset held for sale (30) (30)
At 31 March 2025 - -
Total investments at 31 March 2025 - -
Total investments at 31 March 2024 - -
Financial assets at fair value through profit or loss include equity
investments other than those in subsidiary undertakings. These are measured at
fair value with fair value gains and losses recognised through profit and
loss.
Other investments, in the main, comprise financial assets designated as fair
value through profit or loss and include warrants.
Warrants may be received during the ordinary course of business and are
designated as fair value through profit or loss. There is no cash
consideration associated with the acquisition.
The fair value of the warrants was determined using the Black Scholes model
and grouped within level 3 with fair value measurements derived from formal
valuation techniques (see note 25). The key inputs into this calculation are
the share price as at 31 March 2025, exercise price, risk free interest rate
and volatility which is based on the share price movements during the same
length as the remaining time of exercise.
Year ended Year ended
31 Mar 2025 31 Mar 2024
Net loss on investments Note £'000 £'000
Fair value loss on warrants (84) (597)
Fair value gain / (loss) on investments 20 183 14
Total net loss on investments 99 (583)
17. Right of use asset and lease liability
Leasehold Properties
£'000
Cost
At 31 March 2023 2,052
Transferred to asset held for sale (2,052)
At 31 March 2024 -
Transferred from asset held for sale 2,052
Impairment (165)
Transferred to asset held for sale (1,887)
At 31 March 2025 -
Depreciation and impairment
At 31 March 2023 1,417
Charge for the year 235
Transferred to asset held for sale (1,652)
At 31 March 2024 -
Transferred from asset held for sale 1,652
Charge for the year 170
Disposal 20
Transfer to asset held for sale (1,842)
At 31 March 2025 -
Net book values
At 31 March 2025 -
At 31 March 2024 -
Maturity of discounted lease payments in relation to non-cancellable leases
The table below represents the minimum lease payments in relation to
non-cancellable leases where the group is a lessee:
Group
Payable within 1 year Payable in 2 to 5 years Payable after more than 5 years Total contractual payments
Group £'000 £'000 £'000 £'000
2025 85 101 - 186
2024 97 196 - 293
The leases were transferred to the WM disposal group on 31 January 2025, and
in prior year WM and CM disposal groups on 31 October 2023 and 15 February
2024 respectively.
The following represents the lease expense in relation to leases which is
recognised in the statement of comprehensive income:
Year ended Year ended
31 Mar 2025 31 Mar 2024
Group £'000 £'000
Depreciation of right of use asset 170 235
Interest charge 12 21
Total charge 182 256
Nature of leases
The Group leases a number of properties in the UK.
These leases are usually for a fixed term although the Group sometimes
negotiates break clauses in its leases. On a case-by-case basis, the Group
will consider whether the absence of a break clause would expose the group to
excessive risk. Typically factors considered in deciding to negotiate a break
clause include:
· the length of the lease term;
· the economic stability of the environment in which the property
is located; and
· whether the location represents a new area of operations for the
Group
As at 31 March 2025, the carrying amounts of the lease liabilities are not
reduced by the amounts that would not be paid as a result of exercising the
break clauses because the Group does not anticipate exercising its rights to
the break clauses.
The total cash outflow for leases, including short-term leases, in the year
ending 31 March 2025 was £119k (FY24: £340k)
Payments associated with short-term leases and all leases of low-value assets
are recognised on a straight-line basis in administrative expenses in note 6.
Short-term leases are leases with a lease term of 12 months or less without a
purchase option, short term leases recorded as an expense during the year was
£368k (FY24: £115k).
The Company did not have any right of use assets or lease liabilities either
at 31 March 2025 or 31 March 2024.
18. Deferred tax assets and liabilities
Deferred tax is provided for temporary differences, at the reporting year-end
date, between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes using a tax rate of 25% (FY24: 25%).
A deferred tax asset is recognised for all deductible temporary differences
and unutilised tax losses only to the extent that it is probable that future
taxable profits will be available against which the assets can be utilised.
Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
As the intangible assets to which the deferred tax liability was previously
recognised against have been impaired during the year (see note 14) and the
decision has been taken to initiate the orderly winding up of the group (see
Non-going concern basis of preparation in note 1), the deferred tax liability
and associated deferred tax asset for trading losses have been derecognised at
31 March 2025. The net impact of this is nil deferred tax charge or credit and
nil carrying value at 31 March 2025.
Year ended 31 March 2025 Asset Liability Net
£'000
£'000
£'000
Business Combinations - - -
Trading losses carried forward - - -
Deferred tax asset/ (liability) - - -
Set off - - -
Net deferred tax asset/ (liability) - - -
Year ended 31 March 2024 Asset Liability Net
£'000
£'000
£'000
Business Combinations - (596) (596)
Trading losses carried forward 596 - 596
Deferred tax asset/ (liability) 596 (596) -
Set off (596) 596 -
Net deferred tax asset/ (liability) - - -
19. Trade and other receivables
Group Company
31 Mar 2025 31 Mar 2024 31 Mar 2025 31 Mar 2024
£'000 £'000 £'000 £'000
Non-current assets
Amounts owed from Group companies - - 4,050 4,676
Current assets
Trade receivables 82 508 - -
Other receivables 1,186 874 15 26
Contract assets 2,208 2,481 - -
Prepayments 301 1,235 - 18
3,777 5,098 15 44
The carrying value of trade and other receivable balances are denominated
fully in British pounds (FY24: 100%).
Contract assets relates to management fee accruals. Management fees are
accrued on a monthly basis and reconciled to fees collected quarterly.
Consideration to IFRS 9 has been made and it has been determined that there is
a low probability of default and therefore the expected credit loss is not
material.
The impact of applying IFRS 9 to intercompany balances for the Company has
been considered and probability of default was assessed and consequently, it
was determined that the probability of default was low as WH Ireland has
current assets that could be used to satisfy the intercompany balance.
Fees and charges owed by clients are generally considered to be past due where
they remain unpaid five working days after the relevant billing date. At 31
March 2025, trade receivables (net of provisions for impairment and doubtful
debts) comprised of the following:
Group Company
31 Mar 2025 31 Mar 2024 31 Mar 2025 31 Mar 2024
£'000 £'000 £'000 £'000
Not past due - 61 - -
Up to 5 days due - - - -
from 6 to 15 days past due - 12 - -
From 16 to 30 days past due - 6 - -
From 31 to 45 days past due - 43 - -
More than 45 days past due 82 386 - -
82 508 - -
Trade receivables are largely amounts due from retainer clients, who are
invoiced on a quarterly basis in advance. The Group's payment terms are set
out in each client's engagement letter (with a maximum of 30 days).
Consequently, these receivables have no significant financing component and
the Group have applied the simplified approach in line with IFRS 9.
Calculation of loss allowances are measured at an amount equal to lifetime
expected credit losses (ECLs). The approach taken by the Group in arriving at
the expected credit loss is as follows:
Step 1: The Group have determined the appropriate brackets by grouping each
trade receivables based on the ageing structure.
Step 2: Having determined the appropriate groupings, a historical loss rate
(adjusted for forward looking information) was calculated for each age bracket
by reviewing the pattern of payment of trade receivables over the past 12
months.
Step 3: This historical loss rate (adjusted for forward looking information)
has been applied to each ageing bracket of trade receivables as at the balance
sheet date to arrive at an expected credit loss for each grouping. All trade
receivables over 365 days have a 100% historical loss rate loss applied to
them.
Based on the above, the group recognised an expected credit loss of £37k
(FY24: £328k expected credit loss).
The maximum exposure to credit risk, before any collateral held as security,
is the carrying value of each class of receivable set out above.
The Directors consider that the carrying amounts of trade and other
receivables approximate their fair value.
Movements in impairment provisions were as follows:
Group Company
31 Mar 2025 31 Mar 2024 31 Mar 2025 31 Mar 2024
£'000 £'000 £'000 £'000
Opening balance 455 248 - -
Amount released from provision due to recovery (59) (66) - -
Amounts written off, previously fully provided (39) (121) - -
Amount charged to the statement of comprehensive income 95 394 - -
Closing balance 452 455 - -
20. Other investments
Group Company
31 Mar 2025 31 Mar 2024 31 Mar 2025 31 Mar 2024
£'000 £'000 £'000 £'000
Current asset investment 84 671 - -
Restricted cash - 873 - -
Total 84 1,544 - -
Current asset investments represent short-term principal positions in the form
of listed and unquoted investments which are held at market value.
Included in current asset investments are unquoted investments totalling a
value of £nil (FY24: £nil).
Restricted cash represents monies held by the Group which have some
restrictions on their conversion to cash. The cash was held by an external
broker which has restrictions on cash in order to comply with margin
requirements.
Included in net loss on investments, in the Consolidated statement of
comprehensive income is the fair value gain and the sale of investments.
Further details can be found in note 16.
Fair value, in the case of quoted investments, represents the bid price at the
reporting year-end date. In the case of unquoted investments, the fair value
is estimated by reference to recent arm's length transactions. The fair value
of warrants is estimated using established valuation models.
21. Cash and cash equivalents
Group Company
31 Mar 2025 31 Mar 2024 31 Mar 2025 31 Mar 2024
£'000 £'000 £'000 £'000
Cash and cash equivalents 3,459 4,902 - -
For the purposes of the cash flow statement, cash and cash equivalents
comprise cash in hand and deposits with banks and financial institutions with
a maturity of up to three months.
Cash and cash equivalents represent the Group's and the Company's money and
money held for settlement of outstanding transactions.
Money held on behalf of clients is not included in cash and cash equivalents
on the statement of financial position. Client money at 31 March 2025 for the
Group was £139k (FY24: £137k). There is no client money held in the Company
(FY24: £nil).
22. Trade and other payables
Group Company
31 Mar 2025 31 Mar 2024 31 Mar 2025 31 Mar 2024
£'000 £'000 £'000 £'000
Trade payables 491 1,210 12 226
Amounts due to Group companies - - 382 312
Other payables 145 192 - -
Tax and social security 56 289 - -
Contract liabilities - 14 - -
Accruals 1,272 1,527 135 212
1,964 3,232 529 750
The Directors consider that the carrying amounts of trade and other payables
approximate their fair value.
Deferred income relates to retainer fees invoiced in advance and spread over
the length of the period, typically quarterly. The balance at year-end was
fully recognised in the following financial year.
Amounts due to Group companies are unsecured, interest free and repayable on
demand.
23. Provisions
Group Company
Deferred consi- Provision for onerous contracts Other provision £'000 Deferred consi- Other provision £'000
deration deration
At 31 March 2023 2,121 - - 2,121 2,121 - 2,121
(Credited)/charged to Statement of Comprehensive Income (160) 447 - 287 (160) - (160)
Reclassification (354) - 354 - (354) 354 -
Paid during the year (78) - - (78) (78) - (78)
Settled during the year via share issue (654) - - (654) (654) - (654)
At 31 March 2024 875 447 354 1,676 875 354 1,229
Charged to Statement of Comprehensive Income - (433) - (433) - - -
Settled per agreement (875) - - (875) (875) - (875)
At 31 March 2025 - 14 354 368 - 354 354
Provisions of £368k (2024: £1,676k) are included in current liabilities.
Deferred consideration relates to the acquisition of Harpsden and the maximum
amounts payable over a two-year period. The following assumptions were made:
revenue growth of 2%, attrition rate of 3% for larger clients and 10% for
smaller clients, discount rate of 13.5%.
During the year a final payment of £875k was paid to former shareholders of
Harpsden WM Limited (Harpsden) in relation to the deferred consideration due.
The remaining excess provision of £354k has been retained by the Group and
reclassified to other provisions on account of potential future claims that
may arise.
As part of the sale of the CM division there were existing contracts that ran
until December 2024. These services were not used by the business so are
included in the discontinued operations for CM. These are onerous contracts as
the Group was locked into them and were not transferred to the buyer.
24. Financial risk management
The fair value of all the Group's and the Company's financial assets and
liabilities approximated to their carrying value at the reporting year-end
date. The carrying amount of non-current financial instruments, including
floating interest rate borrowing, are not significantly different from the
fair value of these instruments based on discounted cash flows. The
significant methods and assumptions used in estimating fair values of
financial instruments are summarised below:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include equity
investments, other than those in subsidiary undertakings. In the case of
listed investments, the fair value represents the quoted bid price at the
reporting period end date. The fair value of unlisted investments is estimated
by reference to recent arm's length transactions.
Other investments
Other investments include warrants and equity investments, categorised as fair
value through profit or loss. In the case of listed investments, the fair
value represents the quoted bid price at the reporting year-end date. The fair
value of unlisted investments is estimated by reference to recent arm's length
transactions. In the case of warrants, the fair value is estimated using
established valuation models.
Trade receivables and payables
The carrying value less impairment provision of trade receivables and payables
is assumed to approximate to their fair values due to their short-term nature.
Borrowings
Borrowings are measured at amortised cost using the effective interest rate
method. The tables below summarise the Group's main financial instruments by
financial asset type:
31 March 2025
Amortised cost Fair value through profit or loss Total
Group Note £'000 £'000 £'000
Financial assets
Other investments 16, 20 - 114 114
Trade and other receivables 19 3,476 - 3,476
Cash and cash equivalents 21 3,459 - 3,459
Financial liabilities
Trade and other payables 22 1,908 - 1,908
Lease liability 17 186 - 186
31 March 2024
Amortised cost Fair value through profit or loss Total
Group Note £'000 £'000 £'000
Financial assets
Other investments 16, 20 - 1,639 1,639
Trade and other receivables 19 3,863 - 3,863
Cash and cash equivalents 21 4,902 - 4,902
Financial liabilities
Trade and other payables 22 2,929 - 2,929
Deferred consideration 23 875 - 875
Lease Liability 17 293 - 293
The tables below summarise the Company's main financial instruments by
financial asset type:
31 March 2025
Amortised cost Fair value through profit or loss Total
Company Note £'000 £'000 £'000
Financial assets
Trade and other receivables 19 15 - 15
Amounts owed from Group companies 4,050 4,050
Financial liabilities
Trade and other payables 22 147 - 147
Amounts due to Group companies 22 382 - 382
31 March 2024
Amortised cost Fair value through profit or loss Total
Company Note £'000 £'000 £'000
Financial assets
Trade and other receivables 19 26 - 26
Amounts owed from Group companies 4,676 - 4,676
Cash and cash equivalents 21 - - -
Financial liabilities
Trade and other payables 22 438 - 438
Amounts due to Group companies 22 312 - 312
Risks
The main risks arising from the Group's financial instruments are credit risk,
liquidity risk and market risk. Market risk comprises, interest rate risk and
other price risk. The Directors review and agree policies for managing each of
these risks which are summarised below:
Credit risk
Credit risk is the risk that clients or other counterparties to a financial
instrument will cause a financial loss by failing to meet their obligations.
Credit risk relates, in the main, to the Group's trading and investment
activities and is the risk that third parties fail to pay amounts as they fall
due. Formal credit procedures include approval of client limits, approval of
material trades, collateral in place for trading clients and chasing of
overdue accounts. Additionally, risk assessments are performed on banks and
custodians.
The maximum exposure to credit risk at the end of the reporting period is
equal to the statement of financial position figure. The impairment policy can
be found in note 19. There were no other past due, impaired or unsecured
debtors.
Financial assets that are neither past due nor impaired in respect of trade
receivables relate mainly to accrued management fees.
The credit risk on liquid funds, cash and cash equivalents is limited due to
deposits being held at the Group's main bank with a credit rating of "A",
assigned by Standard and Poor's.
There has been no change to the Group's exposure to credit risk or the manner
in which it manages and measures the risk during the period.
The credit risk in the Company principally comes from intercompany balances
and subordinated loan. Since these are all within the Group, the Directors can
closely monitor the risk of default on a regular basis to minimise any
potential losses.
Liquidity risk
Liquidity risk is the risk that obligations associated with financial
liabilities will not be met. The Group monitors its risk to a shortage of
funds by considering the maturity of both its financial investments and
financial assets (for example, trade receivables) and projected cash flows
from operations.
The Group's objective is to maintain the continuity of funding using bank
facilities where necessary, which are reviewed annually with the Group's
Banker, the Bank of Scotland. Items considered are limits in place with
counterparties which the bank are required to guarantee, payment facility
limits, as well as the need for any additional borrowings.
The table below summarises the maturity profile of the Group's financial
liabilities based on contractual undiscounted payments:
31 March 2025
Payable within 1 year Payable in 2 to 5 years Payable after more than 5 years Total contractual payments
Group Note £'000 £'000 £'000 £'000
Trade and other payables 22 1,908 - - 1,908
Lease liability 6,17 186 - - 186
2,094 - - 2,094
31 March 2024
Payable within 1 year Payable in 2 to 5 years Payable after more than 5 years Total contractual payments
Group Note £'000 £'000 £'000 £'000
Trade and other payables 22 2,929 - - 2,929
Lease liability 6,17 110 210 - 320
Deferred consideration 23 875 - - 875
3,914 210 - 4,124
The table below summarises the maturity profile of the Company's financial
liabilities based on contractual undiscounted payments:
31 March 2025
Payable within 1 year Payable in 2 to 5 years Payable after more than 5 years Total contractual payments
Company £'000 £'000 £'000 £'000
Trade and other payables 147 - - 147
31 March 2024
Payable within 1 year Payable in 2 to 5 years Payable after more than 5 years Total contractual payments
Company £'000 £'000 £'000 £'000
Trade and other payables 438 - - 438
Market Risk
Interest rate risk
The Group's exposure to the risk of changes in market interest rates relates
to the Group's amount of interest receivable on cash deposits. The maximum
exposure for interest is not significant.
Other price risk
Other price risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices (other
than those arising from interest rate risk) whether those changes are caused
by factors specific to the individual financial instrument or its issuer or
factors affecting all similar financial instruments traded in the market.
Other investments are recognised at fair value and subject to changes in
market prices.
The Group manages other price risk by monitoring the value of its financial
instruments monthly and reporting these to the Directors and Senior
Management. The Group has disposed of several of its investments during the
year, which has helped mitigate risk. However, the risk of deterioration in
prices remains high whilst the market continues to be volatile.
The risk of future losses is limited to the fair value of investments as at
the year-end of £114k (FY24: £1,639k). See note 16 and 20.
Fair value measurement recognised in the statement of financial position
The following table provides an analysis of financial instruments that are
measured after initial recognition at fair value, grouped into Levels 1 to 3
based on the degree to which the fair value is observable:
· Level 1 at fair value measurements are those derived from quoted
prices (unadjusted) in active markets for identical assets and liabilities;
· Level 2 fair value measurements are those derived from inputs
other than the quoted price included within Level 1 that are observable for
the asset or a liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
· Level 3 fair value measurements are those derived from formal
valuation techniques that include inputs for the asset or liability that are
not based on observable market data (unobservable inputs). The valuation
technique used in determining the fair value is the Black Scholes model. The
key inputs into this calculation are the share price as at 31 March 2024,
exercise price, risk free interest rate and share price volatility.
31 March 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
Unquoted equities - - - -
Financial instruments designated at fair value through profit or loss
Other investments (note 16 & 20) 84 - 30 114
Total 84 - 30 114
31 March 2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss
Unquoted equities - - - -
Financial instruments designated at fair value through profit or loss
Other investments (note 16 & 20) 1,544 - 95 1,639
Total 1,544 - 95 1,639
25. Capital management
The capital of the Group comprises share capital, share premium, retained
earnings and other reserves. The total capital at 31 March 2025 amounted to
£11.7m for the Group (FY24: £14.3m) and £24.1m for the Company (FY24:
£23.7m). The primary objective of the Group's capital management is to ensure
that it maintains a strong capital structure to support the development of its
business, to maximise shareholder value and to provide benefits for its other
stakeholders.
These objectives are met by managing the level of debt and setting dividends
paid to shareholders at a level appropriate to the performance of the
business.
Certain activities of the Group are regulated by the FCA which is the
statutory regulator for financial services business and has responsibility for
policy, monitoring and discipline for the financial services industry. The FCA
requires the Group's resources to be adequate, that is, sufficient in terms of
quantity, quality and availability, in relation to its regulated activities.
The Group monitors capital on a daily basis by measuring movements in the
Group regulatory capital requirement and through its Internal Capital Adequacy
and Risk Assessment Process (ICARA), which was formerly through its Internal
Capital Adequacy Assessment Process (ICAAP). Compliance with FCA minimum
common equity tier 1 regulatory capital requirements was maintained during the
year and the Group is satisfied that there is and will be, sufficient capital
to meet these regulatory requirements for the foreseeable future.
26. Share capital and share premium account
Number of shares Share
Ordinary shares Ordinary shares Deferred shares Share capital premium
000's 000's £'000 £'000
As at 1 April 2023 62,311 - 3,116 19,014
Shares issued:
To settle deferred consideration 2,842 - 142 511
Share split - 65,153 - 3,417
On placing 170,833 - 1,707 (125)
Balance at 31 March 2024 235,986 65,153 4,965 22,817
Balance at 31 March 2025 235,986 65,153 4,965 22,817
The total number of ordinary shares in issue is 235.99 million of 1p each (31
March 2024: 235.99 million of 1p each). The total number of deferred shares is
65.15 million (31 March 2024: 65.15 million) of 4p each.
During the prior year the group undertook a share placing, which raised net
proceeds of £5m by way of 170,833,333 ordinary shares at a price of 3p. The
placing took place on 28 July 2023 and funds were received in August 2023.
This decision was taken after discussions with the FCA.
In order to permit the Placing Shares to be issued at the Placing Price, which
was lower than the nominal value of the Existing Ordinary Shares, the Company
divided each issued Existing Ordinary Share (nominal value 5p each) into one
New Ordinary Share (nominal value 1p each) and one Deferred Share (nominal
value 4p each). The New Ordinary Shares have the same rights and benefits as
the Existing Ordinary Shares. Following the Share Sub-division, the number of
New Ordinary Shares held by each Shareholder were the same as the number of
Existing Ordinary Shares held by them immediately before the Share
Sub-division. The Deferred Shares were not admitted to trading on AIM, have
only very limited rights on a return of capital and are effectively valueless
and non-transferable. As a result of the Share Sub-division, the Company
adopted the New Articles, which set out the rights and restrictions applicable
to the New Ordinary Shares and the New Deferred Shares.
27. Treasury shares
Year ended 31 March 2025 Year ended 31 March 2024
Group £'000 £'000
At 31 March 1,114 1,093
Additions - 21
At 31 March 1,114 1,114
At 31 March 2025 no shares in the Company were held in the EBT (FY24: nil
shares) and the ESOT held 3,117,418 shares (FY24: 3,117,418), at a nominal
value of 1p per share and represents the full balance above. This represents
1.32% of the called up share capital (FY24: 1.32%).
The company loaned the amount required for the ESOT to purchase the shares as
required. During the year, the company loan receivable has been written down
to the recoverable value of the shares as at 31 March 2025 of £79k (2024:
£1,114k).
During the prior year the Company's Employee Share Option trust (ESOT)
purchased the following ordinary shares in the Company:
Number of shares Nominal value Total consideration
Date of issue 000's £'000 £'000
20-Apr-23 50,000 5p 9,500
12-Jun-23 10,000 5p 2,310
20-Jun-23 40,000 5p 9,240
28. Employee Benefit Trusts (EBT)
The WH Ireland EBT was established in October 1998 and the WH Ireland Group
plc Employee Share Ownership Trust (ESOT) was established in October 2011,
both for the purpose of holding and distributing shares in the Company for the
benefit of the employees. All costs of the EBT and ESOT are borne by the
Company or its subsidiary WH Ireland Limited.
Joint Ownership Arrangements (the 'JOE Agreements') are in place in relation
to 400,000 shares between the trustees of the ESOT and a number of employees
(the 'Employees'). Under the JOE Agreements, the option for the Employees to
acquire the interest that the trustees of the ESOT has in the jointly owned
shares, lapses when an employee is deemed to be a Bad Leaver. If an Employee
ceases to be an employee of the Group, other than in the event of critical
illness or death, the Employee is deemed to be a Bad Leaver.
The shares carry dividend and voting rights though these have been waived by
all parties to the JOE Agreements. Due to the consolidation of the ESOT into
the Group accounts, these shares are shown in Treasury (note 27). Due to the
nature of these arrangements, the options contained in the JOE Agreements are
accounted for as share-based payments (note 29).
29. Share-based payments
The Group had two schemes for the granting of non-transferable options to
employees during the reporting period; the approved Company Share Ownership
Plan (CSOP) and a Save as You Earn Schemes (SAYE). In addition, options are
held in the ESOT (note 28). Details of these schemes can be found in the
Remuneration Report on pages 29 to 31 of the Annual Report. SAYE matures in
July 2025.
Company Share Ownership Plan (CSOP)
Under the terms of the Unapproved Options, options over the Company's shares
may be granted on a discretionary basis to employees and consultants of the
Group (including Directors) at a price to be agreed between the Company and
the relevant option holder. Under the terms of the options granted, such
options vest on the third anniversary of the award dates; are exercisable at
the market price at the time the option was issued and are exercisable for ten
years after the vesting date.
Salary Sacrifice Scheme
During the year, directors agreed to sacrifice a proportion of their
respective salaries in consideration of being awarded with options to
subscribe, at nil cost, for a number of New Ordinary Shares, with such options
vesting on a monthly basis over such period and (subject to vesting) which may
be exercised in the period of ten years following the date of vesting.
Vesting is subject to their remaining an employee of the Company at the
relevant time.
Movements in the number of share options outstanding that were issued post 7
November 2002 and their related weighted average exercise prices (WAEP) are as
follows:
31 March 2025
ESOT 2019 LTIP 2020 EMI Option Plan 2022 EMI Option Plan Salary Sacrifice Plan
Options WAEP Options WAEP Options WAEP Options WAEP Options WAEP
Outstanding at beginning of year 50,000 92.50p 1,500,000 45.00p 2,728,028 46.20p 1,249,998 48.00p 13,066,665 -
Granted - - - - - - - - - -
Expired / forfeited - - - - (270,833) (48.00)p (1,041,665) (48.00)p (3,333,333) -
Exercised - - - - - - - - - -
Outstanding at end of year 50,000 92.50p 1,500,000 45.00p 2,457,195 46.00p 208,333 48.00p 9,733,332 -
Exercisable at end of year 50,000 92.50p 1,500,000 45.00p 2,457,195 46.00p 208,333 48.00p 9,733,332 -
WA Life* 1.01yrs 5.10 yrs 8.68 yrs 7.32 yrs 9.27 yrs
* WA Life represents the weighted average contractual life in years to the
expiry date for options outstanding at the end of the year.
31 March 2024
ESOT ESOT 2019 LTIP 2020 EMI Option Plan 2022 EMI Option Plan Salary Sacrifice Plan
Options WAEP Options WAEP Options WAEP Options WAEP Options WAEP Options WAEP
Outstanding at beginning of year 250,000 74.50p 50,000 92.5p 1,650,000 45.00p 2,936,361 44.45p 2,678,568 46.00p - -
Granted - - - - - - - - - - 13,066,665 -
Expired / forfeited (250,000) (74.50)p - - (150,000) (45.00)p (208,333) (48.00)p (1,428,570) (46.00)p - -
Exercised - - - - - - - - - - - -
Outstanding at end of year - - 50,000 92.50p 1,500,000 45.00p 2,728,028 46.20p 1,249,998 48.00p 13,066,665 -
Exercisable at end of year - - 50,000 92.50p 1,500,000 45.00p 2,728,028 46.20p 1,249,998 48.00p 3,266,666 -
WA Life* - 2.01 yrs 6.10 yrs 9.68 yrs 8.32 yrs 10.27 yrs
* WA Life represents the weighted average contractual life in years to the
expiry date for options outstanding at the end of the year.
The pricing models used to value these options and their inputs are as
follows:
Pricing Models
ESOT ESOT 2019 LTIP 2020 EMI Option Plan 2022 EMI Option Plan Salary Sacrifice Plan
Pricing model Monte Carlo N/A Black Scholes Black Scholes Black Scholes N/A
Date of grant 28/10/13-13/4/16 30/05/17 28/06/19 & 28/12/19 01/11/20 - 01/09/21 01/04/22 - 01/11/22 28/09/23
Share price at grant (p) 74.5-114.5 125 45.0 & 49.0 42.0-56.5 30.0-45.00 5.5
Exercise price (p) 0.0-114.5 - 45.0 & 49.0 0.0-58.0 42.0-48.0 -
Expected volatility (%) 43.0000-37.0000 N/A 50 50 21-22 N/A
Expected life (years) 5 3 3 1-3 3 2
Risk-free rate (%) 0.8000-1.9300 N/A 2 5 1.38-3.22 N/A
Expected dividend yield (%) 0.67-2.19 N/A N/A N/A N/A N/A
30. Capital commitments
There were no capital commitments for the Group or the Company as at 31 March
2025 (FY24: £nil).
31. Related party transactions
Group
Services rendered to related parties were on the Group's normal trading terms
in an arms' length transaction. Amounts outstanding are unsecured and will be
settled in accordance with normal credit terms. No guarantees have been given
or received. No provision (FY24: £nil) has been made for impaired receivables
in respect of the amounts owed by related parties.
Key management personnel include Executive and Non-Executive Directors of WH
Ireland Group plc and all its subsidiaries. They can undertake transactions in
stocks and shares in the ordinary course of the Group's business, for their
own account and are charged for this service, as with any other client. The
transactions are not material to the Group in the context of its operations,
but may result in cash balances on the Directors' client accounts owing to or
from the Group at any one point in time. The charges made to these individuals
and the cash balances owing from/due to them are disclosed in the table below.
There are no other material contracts between the Group and the Directors.
No transactions occurred with key management personnel and other relates
parties during the year ended 31 March 2025 or 31 March 2024.
The total compensation of key management personnel is shown below:
Year ended 31 March 2025 Year ended 31 March 2024
£'000 £'000
Short-term employee benefits 2,671 2,565
2,671 2,565
The highest paid Director for 2025 was P Wale receiving emoluments of
£521,845 (FY24: £374,216).
Company
The Parent Company received a management charge of £1,017k (FY24: £999k)
from its subsidiary WH Ireland Limited.
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation. The captions in the primary
statements of the Parent Company include amounts attributable to subsidiaries.
These amounts have been disclosed in aggregate in the notes 15, 19 and 22 and
in detail in the following table:
Amounts owed by related parties Amounts owed to related parties
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Readycount Limited - - - -
Stockholm Investments Limited - - - -
WH Ireland Limited 4,050 4,676 - -
Harpsden WM Limited - - 295 295
WH Ireland Trustee Limited - - 17 17
4,050 4,676 312 312
The net amount owed to related parties is £3,738 (FY24: £4,364k owed by
related parties) (see note 19 and 22).
The placing that took place during the prior year resulted in an amount owed
by WH Ireland Limited to the Parent Company of £4.7m. This is due to the
shares included in the placing were in the Parent Company, and the cash
received by WH Ireland Limited to be used in the operation of the business.
32. Events after the reporting date
Advancement in discussion for the sale of the WM business
After the year end the Group announced the conditional disposal of the WM
business. Consequently, the sale of this division is deemed highly probable
and reaffirms the presentation as held for sale and a discontinued operation
in the 2025 financial year. Following Completion, the Board intends to
implement a wind-down of the Group by way of a liquidation and to return any
remaining distributable reserves to shareholders once all liabilities,
transaction costs and wind-down expenses have been settled. In that context,
the Directors have conducted a review of the advantages and disadvantages of
having the Company's ordinary shares trading on AIM, a market of the London
Stock Exchange and have unanimously concluded that as a result of the sale
and, in any event, given the significant costs involved, there is insufficient
benefit in maintaining the Admission.
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. END FR SELFLMEISELURecent news on WH Ireland
See all newsREG - W.H. Ireland Group - Final Results, Notice of GM and Annual Report
AnnouncementREG - W.H. Ireland Group - Conditional disposal of Wealth Management Business
AnnouncementREG - W.H. Ireland Group - Notice of AGM
AnnouncementREG - W.H. Ireland Group - Henley Office
AnnouncementREG - W.H. Ireland Group - Holding(s) in Company
Announcement