Nursiah be issued incentive shares and the issuance of such shares was made after the balance sheet date, following the transfer and cancelation of the 400 A1 Shares previously issued to James Pearce as noted above. 

 

Accordingly, on 31 January 2025 Vinoy Nursiah was issued 400 A1 Shares and the number of A1 Shares issued to Mark Hodges and Will Self was amended such that their beneficial interests in the incentive scheme was as follows:

 

Shareholder	Share designation at reporting date	Number of incentive shares held	Date from which shares can be exercised	Entitlement to share of Growth in value	Vested shares
Mark Hodges	A1	2,400	10 October 2027	6%	182
Will Self	A1	1,200	10 October 2027	3%	91
Vinoy Nursiah	A1	400	10 October 2027	1%	nil

At the balance sheet date, the Incentive Value was £1,152,528, calculated as 20% of the Growth in Value from 4 December 2020 to 31 December 2024.  The total value of the LTIP is divisible between participants in the LTIP based on their respective shareholding, with half of the Growth in Value attributable to the A1 Shares and half to the A2 Shares. The conversion of incentive shares into Ordinary Shares is made based on the 30 day volume weighted average price ("VWAP") up to the date of exercise, therefore, to 31 December 2024, the 30 day VWAP for the Company was £1.166 per share.  Accordingly, whilst no vesting event had occurred at the balance sheet date, the Incentive Value at that date would equate to 960,440 Ordinary Shares (based on the closing price per share on 31 December 2024), which, on issuance, would be dilutive to the interests of shareholders.  The LTIP has been included in the calculation of EPS on a diluted basis as set out in Note 11.

The chart below depicts how the market capitalisation at 31 December 2024 is shared amongst Ordinary Shareholders and Incentive Shareholders.

Clawback provisions

With regards to the LTIP, should the holder of A1 incentive shares commit (i) gross misconduct, (ii) fraud, (iii) a criminal act (iv) a material breach of any post termination covenants or restrictions, or (v) take such actions which, on discovery, result in a requirement for the Company to materially restate its audited financial statements, and that, on the basis of the restated financial statements they would not have received the full amount that they did receive under the LTIP, then clawback provisions allow InvestAcc (BVI) Limited to clawback (i) Incentive Shares, (ii) Company Shares or (iii) cash equivalents, as set out in the holder's respective subscription letter.

 

As set out in the employment contracts of the Executive Directors, all payments and/or benefits payable to the Executive are subject to and conditional upon any regulatory rules to which the Company may be subject from time to time. The Company reserves the right to amend, reduce, hold back, defer, claw back or alter the structure of any payments and benefits payable to the Executive in order to comply with any applicable regulatory rules.

 

The aforementioned clawback provisions were not used in the reporting period to 31 December 2024.

 

Recruitment Arrangements

Where recruitment is initiated, consideration will be given to appropriate recruitment agencies that can support the Company with their recruitment process, based on their presence in the market for the role the Company is seeking to fill.  It is usual for the Company to engage with more than one agency for each role.   Senior team members will be involved in the recruitment process to identify the preferred candidate and decisions made in respect of appointments is approved in accordance with the delegation of authority matrix.  Fees for recruitment agencies involved in appointments are commensurate with market rates.

 

Risks

The remuneration committee are cognisant of the importance of putting in place a policy which attracts, retains and motivates executive management.   It's also important to ensure that reward is sufficiently balanced by risk in remuneration arrangements for executive management. Whilst the Group Remuneration Policy and Objectives have not been finalised yet, the Remuneration Committee are aligned to the need to ensure commercial objectives are not prioritised to the detriment of customer outcomes and remain consistent with the Company's purpose and values.

 

Performance Evaluation

Set out in the Nomination Committee Report, over the next 12 months the Nomination Committee will design the Board evaluation process, undertake this and also review and consider the results, implementing any enhancements and recommendations made as part of this process. 

Looking Ahead

As discussed above, the Remuneration Committee will design a Group Remuneration Policy over the coming year and continue to review and support the enhancement of the enlarged group's workforce remuneration policies.

 

Directors' Report

 

Information on the Company

InvestAcc Group Limited was incorporated on 31 July 2020 in the British Virgin Islands ("BVI") as a BVI business company (registered number 2040956) under the BVI Business Company Act, 2004. The Company was listed on the Main Market of the London Stock Exchange on 4 December 2020 and has its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and UK establishment (BR022831) at 11 Buckingham Street, London WC2N 6DF.

 

Details of the Company's subsidiaries are included in Note 12 of these Financial Statements.

 

Directors

The Company's directors who served during the six-month period ended 31 December 2024 and to the date of this report were as follows:

-     Mark Hodges (Chair)

-     Will Self (Chief Executive Officer)

-     James Pearce (Chief Financial Officer) (appointed 23 May 2024, resigned 19 December 2024)

-     Vinoy Nursiah (Chief Financial Officer) (appointed 1 April 2025)

-     James Corsellis (Non-Executive Director)

-     Giovanni Castagno (Senior Independent Director) (appointed 16 October 2024)

-     Martin Potkins (Independent Non-Executive Director) (appointed 16 October 2024)

-     Helen Copinger-Symes (Independent Non-Executive Director) (appointed 16 October 2024)

 

A brief biography for each of the Directors as at the date of this annual report is included on pages 27 to 28 of these Financial Statements.

 

Directors' indemnities and insurance

In accordance with the Articles, the Company has granted qualifying third-party indemnity provisions for the benefit of each person who was a director of the Company during the period, in respect of liabilities that may attach to them in their capacity as directors of the Company or of associated companies. These indemnities were in force during the financial year and remain in force. Throughout the year, the Company has also purchased and maintained Directors' and Officers' liability insurance in respect of itself, its directors and others.

Stated Capital and Significant Shareholdings

Details of the stated capital of the Company during the year are set out in Note 25.

As at the date of this report, the Company has in issue 48,850,911 Ordinary Shares of no par value, each carrying one vote. The Company also has in issue one sponsor share which does not carry the right to vote at meetings of shareholders, and 700,000 ordinary warrants.

As part of financing the Acquisition, the Company issued 6,150,911 Consideration Shares to Nicholas Gardner. The Consideration Shares were issued on 9 October 2024 and are subject to a 12-month restriction (the "Lock-in Period"), with a requirement that any sale of Consideration Shares in the 12 months following the end of the Lock-in Period may only be made on the basis that an orderly market in the Ordinary Shares is maintained. The Consideration Shares were issued at a price of £1.00 per share.

The table below shows significant shareholders at the balance sheet date, and at the date of this report.

Significant shareholders	Interest at the Balance Sheet date	Interest at the date of this report
Marwyn Investment Management LLP	59.80%	59.80%
Nicholas E Gardner	12.59%	12.59%
M&G Investment Management	8.19%	8.19%
River Global Investors LLP	3.99%	3.99%
Dowgate Wealth Management	3.45%	3.45%
Killik & Co. LLP	3.22%	3.22%

 

Directors' interests

At the balance sheet date, and as at the date of these Financial Statements, Mark Hodges owns 150,000 Ordinary Shares in the Company and Will Self owns 50,000 Ordinary Shares. There were no Ordinary Shares held by any connected persons, either at the balance sheet date, nor at the date of this report.

Mark Hodges, Will Self, James Corsellis and Vinoy Nursiah have interests in the Company's long term incentive plan, as detailed in Note 29 of these Financial Statements.

James Corsellis is the Chief Investment Officer of Marwyn Investment Management LLP which, at the balance sheet date, managed 59.8% of the Ordinary Shares and 525,000 matching warrants and 1 sponsor share. James Corsellis is also the managing partner of Marwyn Capital LLP, a firm which provides corporate finance support, company secretarial services and ad-hoc managed services support to the Company.

Details of the related party transactions which occurred during the period are disclosed in Note 30 of these Financial Statements, save for the participation in the Company's long term incentive plan as disclosed in Note 29 of these Financial Statements.

There were no loans or guarantees granted or provided by the Company and/or any of its subsidiaries to or for the benefit of any of the Directors.

Share class rights

Rights and obligations attaching to the Company's shares are set out in the Articles, details on these are further set out in Note 25 of these Financial Statements.

Annual General Meeting

The Company is required to hold its first annual general meeting within a period of 18 months following the date of a business acquisition. Not more than 15 months are permitted to elapse between the date of one annual general meeting and the date of the next, unless the members pass a resolution in accordance with the Articles waiving or extending such requirement.

The completion of the Company's first business acquisition took place on 9 October 2024 and therefore the Company's first AGM will be scheduled on or before 9 April 2026.

Management report

The Strategic report, Management Report, Governance section and Directors' report together are the management report for the purposes of DTR 4.1.5(2).

Corporate governance statement

The Governance section of the Annual Report and the risk management and internal control framework section of the Management Report, fulfils the requirement of a corporate governance statement under DTR 7.2.1.

Information required by UK Listing Rule 22.2.24R

All information required to be disclosed by the Company by UK Listing Rule 22.2.24R is set out within this Directors' Report.

Director and senior management diversity reporting

In accordance with Listing Rule 22.2.30R(2), the following tables set out numerical data on the ethnic background and the gender of the Company's directors and 'executive management', being members of the Company's executive committee.

Data concerning ethnic background and gender is collected directly from individuals. Company directors are required to complete a form on an annual basis, whereas members of Group Executive Committee are required to complete a diversity declaration upon joining the Company and advise if this information changes.

This data has been completed based on the board composition as at 31 December 2024. On 1 April 2025, Vinoy Nursiah joined the board as CFO, Vinoy is not included within the tables set out below, should Vinoy be included within the ethnicity reporting he would be presented within 'Asian and Asian British' and represents 14% of the board from his date of appointment.

Reporting on gender

	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in executive management	Percentage of executive management
Men	5	83%	3	2	100%
Woman	1	17%	0	0	0%
Not specified / prefer not to say	0	0%	0	0	0%

Reporting on ethnic background

	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in executive management	Percentage of executive management
White British or other White (including minority white groups)	6	100%	3	2	100%
Mixed/Multiple Ethnic Groups	0	0%	0	0	0%
Asian/Asian British	0	0%	0	0	0%
Black/African/ Caribbean/Black British	0	0%	0	0	0%
Other ethnic group, including Arab	0	0%	0	0	0%
Not specified/ prefer not to say	0	0%	0	0	0%

 

Director and Senior Management Diversity and TCFD

As explained in the Diversity section of the Governance Report, the Company has not met the targets on board diversity which are set out in Listing Rule 22.2.30R(2). Nor has the Company included climate related financial disclosures consistent with the TCFD requirements.

 

The Company only completed its first acquisition on 9 October 2024, making enhancements to its governance framework shortly thereafter, adopting the UK Corporate Governance Code and appointing to the Board three INEDs and establishing four Board committees on 16 October 2024.

 

The Directors are committed to maintaining high standards of corporate governance and recognise the importance of transparency and robust reporting in this regard. Over the coming year, the Board, supported by the Board Committees, will look to enhance its policies, procedures and reporting around Board and Group diversity and inclusion, and also in respect of ESG, as is disclosed and discussed in the Chairman's Report, Governance Report and Nomination Report to improve transparency and enhance reporting ahead of the publication of the 2025 Annual Report.

 

The Directors are committed on aligning the Company's governance, risk management and sustainability practices with the expectations of our stakeholders and aligning with regulatory requirements.

 

Statement of Director's Responsibilities

The Directors are responsible for preparing the consolidated financial statements in accordance with applicable laws and regulations, including the BVI Business Companies Act, 2004. The Directors have prepared the financial statements for the period ended 31 December 2024, which present fairly the state of affairs of the Group and the profit or loss of the Group for that period.

The Directors have acted honestly and in good faith and in what the Directors believe to be in the best interests of the Company.

The Directors have chosen to use International Financial Reporting Standards as adopted by the European Union ("EU adopted IFRS" or "IFRS") in preparing the Group's Financial Statements. International Accounting Standard 1 requires that the Financial Statements present fairly for each financial year the group's financial position, financial performance and cash flows. This requires the faithful presentation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's "Framework for the preparation and presentation of financial statements". In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable EU adopted IFRS.

A fair presentation also requires the Directors to:

·      Select consistently and apply appropriate accounting policies;

·      Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

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

·      Provide additional disclosures when compliance with the specific requirements in EU adopted IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance;

·      State that the Group has complied with EU adopted IFRS, subject to any material departures disclosed and explained in the financial statements; and

·      Prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Stock Exchange.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group, for safeguarding the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of financial statements.

Financial information is published on the Group's website. The maintenance and integrity of this website is the responsibility of the Directors; the work carried out by the auditor does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may occur to the Financial Statements after they are presented initially on the website. Legislation in the British Virgin Islands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' Responsibilities Pursuant to DTR4

In compliance with DTR4, each of the Directors confirm to the best of their knowledge:

·      The Financial Statements have been prepared in accordance with EU adopted IFRS, and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group; and

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

 

Independent Auditor

Baker Tilly Channel Islands Limited ("BTCI") remains the Company's independent auditor for the period ended 31 December 2024 and has expressed its willingness to continue to act as auditor to the Group. 

BTCI has been appointed as the Company's auditor since 2022.

Disclosure of Information to Auditor

Each of the Directors in office at the date the Report of the Directors is approved, whose names and functions are listed in the Report of the Directors, confirm that, to the best of their knowledge:

•      The Financial Statements, which have been prepared in accordance with EU adopted IFRS, present fairly the assets, liabilities, financial position and loss of the Group;

•      The Report of the Directors includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces;           

•      So far as they are aware, there is no relevant audit information of which the Group's auditor is unaware; and

•      They have taken all the steps that they ought to have taken as a Director in order to make themself aware of any relevant audit information and to establish that the Group's auditor is aware of that information.

 

This Directors' Report was approved by the Board of Directors on [•] and is signed on its behalf.

By Order of the Board

 

 

Mark Hodges
Chair
23 April 2025

 

 

 

 

 INDEPENDENT AUDITOR'S REPORT

 

 

 

To the members of InvestAcc Group Limited

 

Opinion

 

This We have audited the consolidated financial statements of InvestAcc Group Limited (the "Company") and together with its subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at 31 December 2024, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

 

In our opinion, the accompanying consolidated financial statements:

·      give a true and fair view of the consolidated financial position of the Group as at 31 December 2024, and of its consolidated financial performance and its consolidated cash flows for the period then ended in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRSs"); and

·      have been prepared in accordance with the requirements of the BVI Business Companies Act 2004, as amended.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Jersey, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

 

Key audit matter	How our audit addressed the matter	Key observations communicated to those charged with governance
Acquisition accounting The risk that the acquisition transaction has not been accounted for in accordance with the applicable accounting standard, IFRS 3. Financial statement impact: · Consideration £41,512,317 · Note 26 for full impact	We reperformed the acquisition date calculations made for determining goodwill, substantiating key inputs against supporting documentation. We evaluated and challenged the reasonableness of management's and management's experts' assumptions made in determining the acquisition date fair values of assets acquired and liabilities assumed. We evaluated the reasonableness of critical estimates made including useful economic lives, growth & attrition rates, and the forecast periods used in determining fair values.	Based on the procedures performed, we are satisfied that the acquisition accounting performed by management for the period ended 31 December 2024, along with the related disclosures in the consolidation financial statements, are appropriate. We have nothing further to report to those charged with governance from our testing.

 

Key audit matter	How our audit addressed the matter	Key observations communicated to those charged with governance
Fraud in relation to revenue recognition   Newly acquired subsidiaries: Revenue primarily arises from contracts with customers for the provision of pension advice and related services which is recognised in line with the principles as set out in IFRS 15. There is a risk that the revenue is misstated because of the incorrect application of IFRS 15 principles.   Financial statement impact: ·      Revenue £2,532,329 (PY: £nil) ·      Accounting Policy 2(f) ·      Note 5   InvestAcc Group Limited:   Revenue primarily arises from interest income and there is a risk that this is misstated or recorded in the incorrect accounting period.   Financial statement impact: ·      Finance (Costs)/Income £525,968 (PY: £359,367) ·      Accounting Policy 2(f) ·      Note 9	For revenue generated by the newly acquired subsidiaries we:   We obtained and documented an understanding of the entity's revenue recognition process and relevant controls;   We assessed the operational effectiveness of these controls by performing a walkthrough over a sample of transactions;   We traced a sample of revenue transactions through to the underlying agreements to assess whether the performance obligations had been appropriately met to qualify for revenue recognition;   We performed cut-off testing over a sample of contracts to ensure that revenue/contract liabilities were appropriately recognised;   We inquired from the board about their awareness of any fraudulent activities; and   We reviewed minutes of board and audit committee meetings; and performed substantive analytical procedures where the data allowed.   For interest income we:   Obtained and reviewed bank statements, ledgers, and minutes of board meetings to ensure revenue was complete and as per our expectations.	Based on the procedures performed, we are satisfied that the revenue recognition policies and practices applied by management for the period ended 31 December 2024, along with the related disclosures in the consolidated financial statements, are appropriate.   Our testing did not identify any indications of fraud in revenue recognition.   We have nothing further to report to those charged with governance from our testing.

 

 

Our Application of Materiality

Materiality for the consolidated financial statements as a whole was set at £1,510,000 (prior year ("PY"): £73,000), determined with references to a benchmark of the Group's net assets, of which it represents 3.75% (PY: 4%).

 

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the consolidated financial statements as a whole.

 

Performance materiality was set at 70% (PY: 70%) of materiality for the consolidated financial statements as a whole, which equates to £1,057,000 (PY: £51,000). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. 

 

We reported to the Board of Directors any uncorrected omissions or misstatements exceeding £75,500 (PY: £3,600), in addition to those that warranted reporting on qualitative grounds.

 

Due to our assessed risk we have applied a specific materiality calculated at 1.5% of total annualised income, which equates to £173,000 (PY: £20,060) for certain balances in the Consolidated Statement of Comprehensive Income, namely Revenue and Administrative Expenses. A specific performance materiality of 70% was used in the performance of our procedures which equates to £121,000.

 

We have reported to you any uncorrected omissions of misstatements in these line items exceeding £8,650, in addition to those that warranted reporting on qualitative grounds

 

Conclusions relating to Going Concern

In auditing the consolidated financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's ability to continue as a going concern for a period of at least twelve months from when the consolidated financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

 

Other Information

The other information comprises the information included in the annual report other than the consolidated financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the consolidated financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the consolidated financial statements themselves. If, based on the work performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

 

Responsibilities of the Directors

As explained more fully in the Directors' responsibilities statement set out on page 48 and 49, the Directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

The Directors are responsible for overseeing the Group's financial reporting process.

 

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

·      Enquiry of management to identify any instances of non-compliance with laws and regulations, including actual, suspected or alleged fraud;

·      Reading minutes of meetings of the Board of Directors;

·      Review of legal invoices;

·      Review of management's significant estimates and judgements for evidence of bias;

·      Review for undisclosed related party transactions;

·      Obtained and reviewed bank statements as well as reviewed ledgers and minutes to ensure finance income is complete and as per our expectations;

·      Using analytical procedures to identify any unusual or unexpected relationships; and

·      Undertaking journal testing, including an analysis of manual journal entries to assess whether there were large and/or unusual entries pointing to irregularities, including fraud.

The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format specified in the TD ESEF Regulation. The auditor's report provides no assurance over whether the annual financial report has been prepared in accordance with that format.

 

A further description of the auditor's responsibilities for the audit of the financial statements is located at the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities.

 

This description forms part of our auditor's report.

 

Other Matters which we are Required to Address

We were appointed by InvestAcc Group Limited to audit the consolidated financial statements. Our total uninterrupted period of engagement is 4 years.

 

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Group and we remain independent of the Group in conducting our audit. Our audit opinion is consistent with the additional report to the Board in accordance with ISAs.

 

Use of this Report

This report is made solely to the Members of the Company, as a body, in accordance with our letter of engagement dated 16 December 2024. Our audit work has been undertaken so that we might state to the Members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and its Members, as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

Sandy Cameron

For and on behalf of Baker Tilly Channel Islands Limited

Chartered Accountants

St Helier, Jersey

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

		6 months ended 31 December 2024		Year ended 30 June 2024
	Note	£'s		£'s
Revenue	5	2,532,329		-
Cost of sales		(240,847)		-
Gross profit		2,291,482		-
Administrative expenses	8	(4,536,845)		(3,909,470)
Other operating income		3,212		-
Operating Loss	6	(2,242,151)		(3,909,470)
Share of retained profit of associates	14	2,805		-
Finance income	9	525,968		359,367
Finance costs	9	(9,832)		-
Movement in fair value of warrants	24	240,000		579,000
Loss for the period / year before tax		(1,483,210)		(2,971,103)
Income tax	10	2,820,285		-
Profit / (Loss) for the year		1,337,075		(2,971,103)
Total other comprehensive income		-		-
Total comprehensive profit / (loss) for the period / year		1,337,075		(2,971,103)
Profit / (Loss) per ordinary share		£'s		£'s
Basic	11	0.0298		(0.2339)
Diluted	11	0.0288		(0.2339)

 

The Group's activities derive from continuing operations.

There are no further items of comprehensive income other than those shown above

The Notes on pages 61 to 94 form an integral part of these Financial Statements.

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION		As at 31 December 2024		As at 30 June 2024
Assets	Note	£'s		£'s
Non- current assets
Property, plant and equipment	16	1,098,364		-
Right-of-use assets	17, 23	463,506		-
Goodwill	13	12,169,000		-
Other Intangible assets	15	25,460,914		-
Investment in associates	14	16,159		-
Deferred tax asset	22	2,896,518		-
Total non-current assets		42,104,461		-
Current assets
Trade and other receivables	18	706,991		1,069,959
Contract assets	5	265,415		-
Current tax receivable		695,965		-
Cash and cash equivalents	19	13,424,847		6,461,475
Total current assets		15,093,218		7,531,434
Total assets		57,197,679		7,531,434
Equity and liabilities
Equity
Ordinary Shares	25	45,894,484		326,700
A Shares	25	-		10,320,000
Sponsor Shares	25	1		1
Warrant cancellation reserve	24	1,680,000		-
Ordinary Shares Warrants	24	168,000		-
Share-based payment reserve	27, 29	277,566		255,811
Accumulated losses	27	(7,732,541)		(9,069,616)
Total equity		40,287,510		1,832,896
Non-current liabilities
Lease liabilities	23	365,515		-
Deferred tax liability	22	6,539,736		-
Provisions	21	54,624		-
Total non-current liabilities		6,959,875		-
		As at 31 December 2024		As at 30 June 2024
	Note	£'s		£'s
Current liabilities
Trade and other payables	20	7,726,935		3,610,538
Ordinary Shares Warrants	24	-		2,088,000
Contract liabilities	5	2,105,445		-
Lease liabilities	23	117,914		-
Total current liabilities		9,950,294		5,698,538
Total liabilities		16,910,169		5,698,538
Total equity and liabilities		57,197,679		7,531,434

 

The Notes on pages 61 to 94 form an integral part of these Financial Statements.

The Financial Statements were approved and authorised for issue by the Board of Directors on [x] and were signed on its behalf by:

 

 

 

Mark Hodges Non-Executive Chairman

Martin Potkins Director