1.    GENERAL INFORMATION

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

During the period ended 31 December 2024 the Company acquired InvestAcc Holdings Limited (formerly InvestAcc Group Limited) ("InvestAcc"). The entities forming part of the Group are detailed in Note 11 (all direct and indirect subsidiaries, together with the Company, the "Group"). The Group provides specialist pensions administration across three business areas: pension administration, financial advice, and treasury interest income. The Company enables a platform from which to continue to build the UK's leading specialist pensions administration business in the public markets with an initial focus on the self-invested personal pension segment.

2.    MATERIAL ACCOUNTING POLICIES

(a)    Basis of preparation

The Interim Financial Statements for the period ended 30 June 2025 ("Interim Financial Statements") have been prepared in accordance with IAS 34 Interim Financial Reporting and are presented on a condensed basis.

The Interim Financial Statements do not include all the notes of the type normally included in an annual financial report. The Interim Financial Statements should be read in conjunction with the annual consolidated financial statements for the six-month period to 31 December 2024, which were prepared in accordance with International Financial Reporting Standards ("IFRS"), and the public announcements made by the Company during the interim period.

The preparation of the Interim Financial Statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Interim Financial Statements, are disclosed in Note 3.

The material accounting policies adopted in the preparation of the Interim Financial Statements are set out below. The policies have been consistently applied throughout the current and prior period presented.

(b)   Going concern

The Group meets its day-to-day working capital requirements from the positive cash flows generated by its trading activities and its available cash resources. The information in these Interim Financial Statements has been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12 months from the date of approval.

The Directors confirm that they have re-assessed the principal risks and reviewed current performance and forecasts, combined with expenditure commitments and including capital expenditure. The Group's forecasts demonstrate it should generate positive EBITDA and cash flow in the second half of 2025 and beyond, and the Directors are satisfied that the Group has sufficient cash reserves to enable it to meet its obligations as they fall due for a period of at least 12 months from the date of signing these Interim Financial Statements.

As at 30 June 2025, the Group has net assets of £37,370,388 (31 December 2024: £40,287,510) and a cash balance of £10,588,871 (31 December 2024: £13,424,847).

(c)    New standards and amendments to International Financial Reporting Standards

Standards, amendments and interpretations effective and adopted by the Group:

IFRSs applicable to the Interim Financial Statements of the Group have been applied for the six-month period to 30 June 2025 as well as for the comparative period. The application of new or amended standards in these periods has had no material impact on the financial results or presentation.

2.    MATERIAL ACCOUNTING POLICIES (CONTINUED)

Standards, amendments and interpretations issued but not yet effective:

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not currently expected that these standards will have a material impact on the Group. The Group notes that whilst the revisions set out in IFRS 18 are not assessed as impacting the reported results or financial position of the Group, the layout and line items within the primary statements may vary when the IFRS becomes effective. This is a presentation matter only and does not affect recognition or measurement.

Standard	Effective date
Amendments IFRS 9 and IFRS 7 - Classification and measurement of financial instruments*;	1 January 2026
Amendments IFRS 9 and IFRS 7 - Contracts referencing Nature-dependent electricity	1 January 2026
IFRS 18 - Presentation and Disclosure in Financial Statements*; and	1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures*	1 January 2027
* Subject to EU endorsement

(d)   Basis of consolidation

The Interim Financial Statements consolidate the Interim Financial Statements of the Company, and its subsidiary undertakings drawn up to each relevant period end date.

A subsidiary is an entity controlled by the Company. Subsidiaries are fully consolidated from the date on which control is transferred to the Group or, if created directly, the subsidiary has been incorporated. The Group obtains control over an entity when it has:

a)     Power over the entity;

b)    Exposure, or rights, to variable returns from its involvement with the entity; and

c)     The ability to use its power over the entity to affect the amount of the Group's returns.

Where applicable, the results of subsidiaries acquired during the period are included in the consolidated statement of comprehensive income from the effective date of acquisition. Where necessary, adjustments are made to the Interim Financial Statements of subsidiaries to bring their accounting policies into line with those used by the Group.

The acquisition method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill. Inter-company transactions, balances, and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full on consolidation.

(e)   Revenue recognition

The Group generates revenue from the provision of pension advice to clients and related services.

To determine whether to recognise revenue, the Group follows the 5-step process as set out within IFRS 15:

1.     Identifying the contract with a customer

2.     Identifying the performance obligations

3.     Determining the transaction price

4.     Allocating the transaction price to the performance obligations

5.     Recognising revenue when/as performance obligation(s) are satisfied

2.     MATERIAL ACCOUNTING POLICIES (CONTINUED)

The revenue and profits recognised in any period are based upon the delivery of performance obligations and an assessment of when services are delivered to the customer.

Revenue is primarily generated in one of two ways: the receipt of advisory fees on the referral of clients, and the provision of pension administration services direct to customers.

Financial advice - Wealth management and appointed representatives

Income is earned by the Group from the provision of financial advice to clients, for which an advisor charge is received. The Group has a contract with the individual to whom pension advice is being provided, and an advisor charge is payable to the Group based on the advice given and level of funds being invested. This becomes payable once the client has passed a 'cooling off' period, which is referred to as the 'on risk' date.

The Group considers that there is a single performance obligation, being the provision of financial advice, which is satisfied at a point in time being the 'on risk' date. Revenue is therefore recognised on that date.

Policies sold on an indemnity basis are potentially subject to a clawback. A provision is included for any such clawbacks, although these are rare in practice.

The Group also earns income from the provision of services to appointed representatives. In these situations, the customer with whom the Group has a contract is the appointed representative rather than the individual to whom pension advice is being provided.

Pension administration services

The Group's subsidiary, InvestAcc Pension Administration Services Limited (''IPA'') provides various products that are structured around advice and services to those wishing to invest in two types of pension plans: Self-Invested Personal Pensions (''SIPPs') and Small Self-Administered Schemes (''SSASs'').

IPA earns revenue from agreements with each customer that are governed by a 'schedule of fees.' Under these agreements, IPA collects an annual fee for the services to be provided which include scheme set-up, ongoing management, administration and the provision of an annual valuation report.

There are therefore a number of performance obligations included in the contract with the customer. However, only the initial set-up of the scheme is considered to be a distinct performance obligation. In the first year of the scheme, revenue is considered to be mainly derived from the set-up and is therefore recognised at the date of commencement.

The remaining services are considered to represent a collection of performance obligations that are not consumed separately by the customer and could occur at any point over the annual term. These are therefore considered to be a collection of non-distinct performance obligations that are delivered over time and are recognised on a straight-line basis over the term of the contract from the second year onwards.

SIPP products are billed annually in advance, resulting in deferred income being recognised in the balance sheet. This is reflected as a current liability as all remaining income will be recognised in the period following the balance sheet date.

SSAS products are billed annually in arrears, resulting in accrued income being recognised in the balance sheet and included in receivables.

Treasury interest income

The Group receives a share of interest on monies deposited with banks relating to client pension arrangements. This is considered to be part of the Group's normal trading activities and is therefore recognised within revenue rather than finance income. Interest is recognised over time as it accrues on the accounts and is received on a monthly basis.

2.     MATERIAL ACCOUNTING POLICIES (CONTINUED)

(f)    Financial instruments

Investments and other financial assets

Classification

The Group classifies its financial assets in the following measurement categories:

•      those to be measured subsequently at fair value (either through OCI or through profit or loss); and

•      those to be measured at amortised cost.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVPL"), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed to the income statement.

Trade and other receivables

The Company assesses on a forward-looking basis the expected credit losses associated with its receivables carried at amortised cost. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less an allowance for any uncollectible amounts based on expected credit losses.

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with original maturities of three months or less from inception that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within current financial liabilities.

Borrowings

Borrowings comprise amounts drawn down from facilities, these are held at amortised cost with transaction costs directly attributable amortised over expected life of the Loan to arrive at the terminal cash flows equal to the face value of the Loan.

(g)   Goodwill

Goodwill represents the amount by which the fair value of the cost of a business combination exceeds the fair value of the net assets acquired. Goodwill is not amortised and is stated as cost less any accumulated impairment losses.

The recoverable amount of goodwill is tested for impairment annually or when events or changes in circumstance indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognised immediately in the income statement.

(h)   Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

2.     MATERIAL ACCOUNTING POLICIES (CONTINUED)

(i)    Intangibles

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The two acquired intangibles are as follows:

Branding

Branding intangible value is the deemed fair value attributable to the acquired brands.

Customer relationships

Customer relationships intangible is the allocated fair value of the customer relationships of the acquired companies.

The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below).

The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:

Asset	Useful Economic Life	Valuation method
Customer Relationships	10 to 15 years	Multi-Period Excess Earnings Method
Brand value	10 years	Relief From Royalty

 

(j)    Pensions

The Group participates in defined contribution pension schemes and contributions are charged to the income statement in the period in which they are due. These pension schemes are funded, and the payment of contributions is made to separately administered trust funds. The assets of the pension schemes are held separately from the Group. Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

(k)    Equity

Ordinary shares and sponsor shares are classified as equity. Incremental costs directly attributable to the issue of new shares are recognised in equity as a deduction from the proceeds. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

(l)     Corporation tax

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. 

2.      MATERIAL ACCOUNTING POLICIES (CONTINUED)

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets and unused tax losses can be utilised, except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

(m)  Earnings per ordinary share

The Group presents basic earnings per Ordinary Share ("EPS") data for its Ordinary Shares as disclosed in more detail in Note 10. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of Ordinary Shares outstanding during the period. Diluted EPS is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of all potential dilutive Ordinary Shares Warrants and Incentive Shares which would result in Ordinary Shares.

(n)   Share based payments

The A1 Ordinary Shares and A2 Ordinary Shares in InvestAcc (BVI) Limited (the "Incentive Shares''), represent equity-settled share-based payment arrangements under which the Group receives services as a consideration for the additional rights attached to these equity shares.

Equity-settled share-based payments to Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. Fair value is determined using an appropriate valuation technique, further details of which are given in Note 21. The fair value is expensed, with a corresponding increase in equity, on a straight-line basis from the grant date to the expected exercise date. Where the equity instruments granted are considered to vest immediately as the services are deemed to have been received in full, the fair value is recognised as an expense with a corresponding increase in equity recognised at grant date.

3.    CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the Group's Interim Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Key sources of estimation uncertainty

Identifiable assets acquired and liabilities assumed

As required by IFRS 3, we have measured the assets acquired and liabilities assumed on the acquisition at their fair value on acquisition. The fair values of contract liabilities at the acquisition date were estimated to obtain a price that would be paid to transfer the liability in an orderly transaction between market participants. The approach used was based on a market participant's estimate of the costs that will be incurred to fulfil the obligation plus a normal profit margin, based on the overall cost profile over the life of the contract.

The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of the business, the acquisition of branding, customer relationships, and intellectual property, whether arising from separate purchases or from the acquisition as part of the business combination, and development expenditure, which is expected to generate future economic benefits, are based, to a considerable extent, on management's estimations. Independent specialists were engaged to review the assessment.

3.     CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)

The fair value of these assets is determined by discounting estimated future net cash flows the asset is expected to generate where no active market for the asset exists. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets

Goodwill impairment

As required by IAS 36, goodwill is required to be considered for impairment at least annually or whenever indicators of impairment are present. The Directors have prepared forecasts and are satisfied that no impairment is required.

Valuation of Incentive Scheme

The Company has issued Incentive Shares in the period to Vinoy Nursiah as part of the creation of a long-term incentive scheme which is valued using a Monte Carlo model. This model requires estimation and judgement surrounding the inputs of exercise price, expected volatility, risk free rate, expected dividends, and expected term of the Incentive Shares, further details are set out in note 21.

Critical accounting judgements

Revenue recognition

As detailed in Note 5, the recognition of revenue arising from pension administration services requires judgements and estimates to determine the appropriate allocation of revenue to performance obligations.

4.    SEGMENT INFORMATION

Management currently identifies one operating segment in the Group under IFRS 8 being the provision of pension advice and related services. Although the group is organised into three separate trading companies, in practice these entities are centrally managed and controlled, and internal reporting is presented on a consolidated basis.

Significant customers

There are no individual customers comprising 10% or more of combined revenues in any period.

5.    REVENUE

Revenue is earned from contracts with customers within the United Kingdom.

Significant judgements and policies

The Company applies the principles of revenue recognition set out in IFRS 15. The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer.

For revenue from wealth management and appointed representative referrals, for which the Group receives a fee, revenue is recognised at a point in time.

For pension administration services where an annual fee is charged to a customer, revenue is recognised 'over time' as control of the performance obligation is transferred to the customer. This particular element of revenue recognition requires judgement. The Directors have concluded that, for fees charged in the first year, revenue represents services already delivered (e.g., the setup of the scheme) and the income is therefore recognised when billed. For subsequent years, revenue represents a number of non-distinct services for which there are no standalone prices. Revenue is therefore recognised evenly on a monthly basis over the course of the period.

Treasury interest income received from banks holding client monies on interest sharing arrangements is recognised on a monthly basis.

5.     REVENUE (CONTINUED)

Disaggregation of revenue

The Directors consider that, based on the characteristics of the work being performed and the consequential effect on the nature of revenue recognition, there are four categories of revenue. An analysis of the revenue recognised in each period is shown below

	6 months ended 30 June 2025		6 months ended 30 June 2024
	Unaudited		Unaudited
	£'s		£'s
Pension administration services	3,136,599		-
Wealth management	1,283,073		-
Appointed representative revenue	498,036		-
Treasury interest income	1,112,868		-
	6,030,576		-

 

Contract balances

As noted above, for pension administration services the timing or billing is such that invoicing does not necessarily represent the timing of services. As a result, contract assets and liabilities arise depending on whether the services are billed in arrears (for Small Self-Administered Schemes) or in advance (Self-Invested Personal Pensions). In both cases, the contract asset or liability will be realised in the following period.

All deferred income included in the balance sheet at 30 June 2025 is expected to reverse within one year.

The balances included as follows.

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Accrued income- contract assets	244,598		265,415
Deferred income- contract liabilities	(2,338,502)		(2,105,445)

6.    OPERATING LOSS

Loss for the period has been arrived at after charging:

	6 months ended 30 June 2025		6 months ended 30 June 2024
	Unaudited		Unaudited
	£'s		£'s
Depreciation of property, plant and equipment	156,443		-
Amortisation of right of use assets	65,576		-
Amortisation of Intangibles (Note 12)	866,510		-
Loss on disposal of PPE	8,529		-

7.    EMPLOYEES AND DIRECTORS

During the period ended 30 June 2025, the Company had seven serving Directors: Mark Hodges, Will Self, Vinoy Nursiah, James Corsellis, Martin Potkins, Giovanni Castagno, and Helen Copinger-Symes.

The Company's subsidiary has issued Incentive Shares directly to Will Self, Mark Hodges, and Vinoy Nursiah. James Corsellis is indirectly beneficially interested in the Incentive Shares through his interest in MLTI. Further detail is disclosed in Note 21.

(a)   Employment costs for the Group during the period:

	6 months ended 30 June 2025		6 months ended 30 June 2024
	Unaudited		Unaudited
	£'s		£'s
Directors' salaries	710,268		380,615
Staff salaries	2,451,737		65,295
Social security costs	339,929		59,093
Pension contributions	73,779		13,535
Total employment costs expense	3,575,713		518,538

 

In the period ended 30 June 2025, Will Self was paid £48,000, relating to the settlement of an awarded bonus for performance conditions met up to the period ended 31 December 2024, with the remaining value of £48,000 plus social security to be paid in FY2026 and FY2027. The amount due to be paid in more than one year is included within provisions as per Note 17.

(b)   Key management compensation

During the period, the Board considered the Directors of the Company, the Chief Risk Officer and the Chief Commercial Officer to be the key management personnel of the Group.

	6 months ended 30 June 2025		6 months ended 30 June 2024
	Unaudited		Unaudited
	£'s		£'s
Fees and salaries	953,965		380,615
Social security costs	96,016		65,295
Pension contributions	17,230		12,800
Total employment costs expense	1,067,211		458,710

 

8.    ADMINISTRATIVE EXPENSES

	6 months ended 30 June 2025		6 months ended 30 June 2024
	£'s		£'s
	Unaudited		Unaudited
Group expenses by nature
Personnel costs	3,575,713		518,538
Acquisition related costs	1,456,572		1,717,914
Non-recurring project, professional and diligence costs	868,043		-
Professional support	1,292,449		551,550
Amortisation of Intangibles (Note 12)	866,510		-
Amortisation of right of use assets	65,576		-
Audit fees payable	31,331		12,955
Share-based payment expenses (Note 21)	38,443		21,755
Depreciation of property, plant and equipment	156,443		-
Loss on disposal of PPE	8,529		-
Sundry expenses	201,431		4,675
	8,561,040		2,827,387

9.    INCOME TAX

Tax is charged at 25% for the six months ended 30 June 2025 (30 June 2024: 25%) representing the best estimate of the average annual effective tax rate expected to apply for the full year, applied to the pre-tax income for the six-month period.

10.  EARNINGS PER ORDINARY SHARE

On 4 July 2024, 30 million New Ordinary Shares were issued by the Company, the 12 million A shares then in issue were converted into Ordinary Shares and the 12 million A Warrants were redeemed and cancelled in connection with the InvestAcc acquisition. On completion of the InvestAcc acquisition, a further 6,150,911 Consideration Shares were issued. The treatment in prior periods of A shares as Ordinary Shares for the purposes of the EPS calculation due to the fact that both classes of share have equal rights to the residual net assets of the Company, which enables them to be considered collectively as one class per the provisions of IAS 33, remains unaffected by this reclassification and for the purposes of this note are referred to collectively as Ordinary Shares. The sponsor share has no rights to distribution rights so has been ignored for the purposes of IAS 33.

Basic EPS is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of Ordinary Shares in issue during the period. Diluted EPS is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of all Ordinary Shares Warrants and Incentive Shares which would result in the potential issuance of Ordinary Shares.

As more fully detailed in Note 21, Incentive Shares in InvestAcc (BVI) Limited have been issued. On exercise, the value of these shares is expected to be delivered by the Company issuing new ordinary shares, and hence the Incentive Shares could have a dilutive effect, although the Company has the right at all times to settle such value in cash. Whilst the Incentive Shares cannot currently be redeemed as the relevant criteria have not yet been met, as the Preferred Return has been met, the Incentive Shares do have value to the incentive shareholders, and accordingly the estimated number of Ordinary Shares that would need to be issued at 30 June 2025 to satisfy the value of the LTIP have been included for the purposes of diluted EPS. Based on the incentive value and listed share price of the Company as at 30 June 2025, the Incentive Shares would convert into 3,703,789 Ordinary Shares.

10.   EARNINGS PER ORDINARY SHARE (CONTINUED)

Ordinary Loss per share	6 months ended 30 June 2025		6 months ended 30 June 2024
	Unaudited		Unaudited
Loss attributable to owners of the parent (£'s)	(2,955,565)		(2,203,810)
Weighted average Ordinary Shares in issue	48,850,911		12,700,000
Loss per ordinary share (£'s)	(0.0605)		(0.1735)
Diluted loss per share (£'s)	(0.0605)		(0.1735)

The basic and diluted earnings per share are the same given the loss in each period, making the Incentive Shares and Ordinary Share Warrants anti-dilutive.

11.  SUBSIDIARIES

InvestAcc Group Limited is the parent company of the Group. The Group comprises the following subsidiaries as at 30 June 2025:

Company name	Nature of business	Country of incorporation	Ordinary Shares held
InvestAcc (BVI) Limited	Incentive vehicle	British Virgin Islands	100%
InvestAcc IH Limited	Holding Company	British Virgin Islands	100%1
InvestAcc UK Limited	Holding Company	England	100%1
InvestAcc Holdings Limited	Holding Company	England	100%1
InvestAcc Pension Administration Limited	Pension administration	England	100%1
InvestAcc Limited	Financial wealth advice	England	100%1
Vesta Wealth Limited	Financial wealth advice	England	100%1
InvestAcc Pension Trustees Limited	Pension Funding	England	100%1

¹Indirectly Held

InvestAcc IH Limited was incorporated on 4 February 2025 in the British Virgin Islands.

12.  OTHER INTANGIBLE ASSETS

	Goodwill		Customer relationships		Brand		Total
	£'s		£'s		£'s		£'s
Cost
As at 1 July 2024 (Unaudited)	-		-		-		-
Acquisition of subsidiary	12,169,000		24,485,747		1,374,724		38,029,471
As at 31 December 2024 (Audited)	12,169,000		24,485,747		1,374,724		38,029,471
Cost
As at 30 June 2025 (Unaudited)	12,169,000		24,485,747		1,374,724		38,029,471
Amortisation
As at 1 July 2024 (Unaudited)	-		-		-		-
Charge for the period	-		(368,296)		(31,261)		(399,557)
As at 31 December 2024 (Audited)	-		(368,296)		(31,261)		(399,557)
Amortisation
Charge for the period	-		(798,715)		(67,795)		(866,510)
As at 30 June 2025 (Unaudited)	-		(1,167,011)		(99,056)		(1,266,067)
Net book value
As at 31 December 2024 (Audited)	12,169,000		24,117,451		1,343,463		37,629,914
As at 30 June 2025 (Unaudited)	12,169,000		23,318,736		1,275,668		36,763,404

13.  TRADE AND OTHER RECEIVABLES

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Amounts receivable within one year:
Trade receivables	458,056		276,528
Prepayments	415,892		290,293
Other receivables	13,497		14,873
VAT receivable	458,069		125,297
	1,345,514		706,991

 

14.  CASH AND CASH EQUIVALENTS

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Cash and cash equivalents
Cash at bank	10,588,871		13,424,847
	10,588,871		13,424,847

Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum short-term credit rating of B, as issued by Fitch, are accepted in the period.

15.  TRADE AND OTHER PAYABLES

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Amounts falling due within one year:
Trade payables	253,734		213,110
Due to a related party (Note 22)	707,377		6,434,230
Accruals	1,520,961		761,875
Other tax liabilities	241,010		162,706
Other creditors	93,016		89,614
A1 ordinary share liability	65,400		65,400
	2,881,498		7,726,935

There is no material difference between the book value and the fair value of the trade and other payables.

All trade payables are non-interest bearing and are usually paid within 30 days.

16.  BORROWINGS

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Non-Current	4,743,350		-
	4,743,350		-

On the 14 April 2025, the Group entered into a Secured Loan Facility for £25,000,000 with Kartesia Management, and as of the 30 June 2025 the Group has drawn down £5,000,000. When the £5,000,000 was drawn, arrangement fees of £450,000 were paid. The arrangement fees were netted off from the amount received, and the cost of the arrangement fees are being recognised over the term of the loan using the effective interest rate method. As at 30 June 2025, the undrawn amount was £20,000,000. The loan balance is subject to an interest rate per annum of SONIA plus 6.75% subject to an interest rate floor of 2.50%, interest is compounding and repayable six monthly. The loan is also subject to a commitment fee per annum of the undrawn amount of 2.025% and has a maturity of 31 March 2031. The loan is subject to leverage and liquidity covenants.

 

17.  PROVISIONS

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Bonus provision	27,312		54,624
	27,312		54,624

 

The provision represents a portion of a deferred bonus due to Will Self relating to the settlement of an awarded bonus for performance conditions met up to the period ended 31 December 2024, with the remaining value of £48,000 plus social security to be paid in FY2026 and FY2027. The remaining bonus is due to be paid in equal instalments in FY2026 and FY2027. As at 30 June 2025 the provision represents 25% of the full bonus to which he is entitled, and corresponding social security costs which is due in more than one year (31 December 2024: 50%).

18.  STATED CAPITAL

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Issued
48,850,911 ordinary shares of no par value	45,894,484		45,894,484
1 Sponsor share of no par value	1		1
Reserves
Warrant cancellation reserve	1,680,000		1,680,000
Ordinary share warrants	168,000		168,000
Share- based payment reserve	316,009		277,566

19.  BUSINESS ACQUISITION

On 27 March 2025, the Company announced that it had agreed to acquire AJ Bell's Platinum SIPP and SSAS business, the pension administration client books which form part of the AJ Bell non-platform business, for a maximum consideration of £25.0m. This acquisition is expected to complete  on 3 November 2025 following extraction, migration and integration of the clients onto InvestAcc's platform. The Group has entered into a debt facility to finance this acquisition, with an initial drawdown of £5.0m having taken place on 14 April 2025.  Apart from the initial drawdown of the debt facility, described in note 16, there is no financial impact on the income statement for the period or the financial position at 30 June 2025.

On 9 October 2024, the Company acquired 100% of the share capital and voting equity interests of InvestAcc Holdings Limited for £41.5 million, representing an enterprise value of approximately £36 million on a cash-free-debt-free basis (the ''InvestAcc acquisition''). The InvestAcc acquisition was funded via a £30 million institutional placing and subscription (effective 4 July 2024) of which cash of £29,210,495 was paid alongside the issue of 6,150,911 Consideration Shares issued at a value of £1.00 per share, with an additional cash payment to sellers of £6,150,911 following completion, of which £6,150,911 has been paid since 31 December 2024.

The principal reason for the InvestAcc acquisition was to provide the platform business to support the Company's pursuit of its strategy to build the UK's leading specialist pensions administration business in the public markets with an initial focus on the self-invested personal pension segment.

In the period from 1 January 2025 to 30 June 2025, the acquired business contributed £6,030,576 to Group revenues, and a profit of £2,262,527 to the Group's comprehensive income.

19.          BUSINESS ACQUISITION (CONTINUED)

The following table summarises the fair value of assets acquired, and liabilities assumed at the date of the InvestAcc acquisition. There were no differences identified between the book value and the fair value of assets and liabilities acquired other than intangible assets.

	Fair value
	£'s
Property, plant and equipment	907,348
Right of use assets	471,691
Trade and other receivables	263,316
Contract assets	451,331
Investment in associates	13,354
Cash	10,196,099
Trade and other payables	(354,612)
Current tax payable	484,752
Lease liabilities	(487,956)
Deferred tax liability	(6,463,502)
Contract liabilities	(1,998,975)
Customer relationships	24,485,747
Brand	1,374,724
Total fair value	29,343,317
Consideration	41,512,317
Goodwill	12,169,000

The consideration of £41,512,317 comprises of 6,150,911 Consideration Shares issued at a value of £1 per share and the remaining £35,361,406 as cash consideration.

The goodwill of £12,169,000 comprises the potential value of additional synergies which is not separately recognised.

20.  FINANCIAL INSTRUMENTS

The fair value measurement of the Group's financial and non-financial assets and liabilities utilities market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the "fair value hierarchy"):

Level 1: Quoted prices in active markets for identical items;

Level 2: Observable direct or indirect inputs other than Level 1 inputs; and

Level 3: Unobservable inputs, thus not derived from market data.

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.

20. FINANCIAL INSTRUMENTS (CONTINUED)

The Group holds the following categories of financial instruments:

	As at 30 June 2025		As at 31 December 2024
	Unaudited		Audited
	£'s		£'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 14)	10,588,871		13,424,847
Trade receivables (Note 13)	458,056		276,528
Other receivables (Note 13)	13,497		14,873
	11,060,424		13,716,248
Financial liabilities measured at amortised cost
Trade payables (Note 15)	253,734		213,110
Due to related party (Note 15, 22)	707,377		6,434,230
Accruals (Note 15)	1,520,961		761,875
Other creditors (Note 15)	93,016		89,614
A1 ordinary share liability (Note 15)	65,400		65,400
	2,640,488		7,564,229

21.  SHARE-BASED PAYMENTS

Management Long Term Incentive Arrangements

The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure alignment between Shareholders, and those responsible for delivering the Company's strategy enabling the Company to attract and retain the best executive management talent. The specific conditions required for exercise, inputs to valuation and other details pertaining to this scheme can be found in Note 29 of the Consolidated Financial statements for the six months ended 31 December 2024.

On 31 January 25, the 2,800 A1 Shares in issue were subject to a 1:5 bonus issue resulting in the issuance of an additional 400 A1 Shares to Mark Hodges and 160 A1 Shares to Will Self. The bonus issue was not a variation of existing rights so did not create an additional fair value charge. Following the bonus issue, 400 A1 shares were issued to Vinoy Nursiah, and 240 A1 shares were issued to Will Self. The additional fair value expense associated with issue of 640 A1 shares has been outlined on the tables below.

Holding of Incentive Shares

Marwyn Long Term Incentive LP ("MLTI"), Mark Hodges, Will Self, Vinoy Nursiah at the balance sheet date hold Incentive Shares entitling them in aggregate to 100 per cent. of the Incentive Value.

21.  SHARE-BASED PAYMENTS (CONTINUED)

The following shares were in issue to management and MLTI as at 30 June 2025:

Issue date	Name	Share designation at balance sheet date	Issue price per A ordinary share £'s	Number of A Ordinary Shares	Unrestricted market value at grant date £'s	IFRS 2 Fair value £'s
25 November 2020	MLTI	A2	7.50	2,000	15,000	169,960
19 June 2022	Mark Hodges	A1	23.50	2,000	47,000	166,275
5 June 2023	Will Self	A1	23.00	800	18,400	60,000
31 January 2025	Mark Hodges	A1	0.00	400	46,458	0.00*
31 January 2025	Will Self	A1	0.00	160	18,619	0.00*
31 January 2025	Will Self	A1	0.01	240	23,274	62,705
31 January 2025	Vinoy Nursiah	A1	0.01	400	46,548	125,410

*Shares issued as part of a 5:1 share split, no resulting issue price paid or fair value change.  

Valuation of Incentive Shares

Issue date	Name	Share designation at balance sheet date	Volatility	Risk-free rate	Expected term* (years)
25 November 2020	MLTI	A2	25%	0.0%	7.0
19 June 2022	Mark Hodges	A1	30%	2.2%	7.1
5 June 2023	Will Self	A1	30%	4.4%	7.2
31 January 2025	Will Self	A1	20%	4.4%	4.7
31 January 2025	Vinoy Nursiah	A1	20%	4.4%	4.7

*The expected term assumes that the Incentive Shares are exercised 7 years post-acquisition.

The Incentive Shares are subject to the Preferred Return being achieved, which is a market performance condition, and as such has been taken into consideration in determining their fair value.

Expense related to Incentive Shares

An expense of £38,443 (6 months to 30 June 2024: £21,755) has been recognised in the Statement of Comprehensive Income in respect of the Incentive Shares in issue during the period. There is a service condition associated with the shares issued to Mark Hodges, Will Self and Vinoy Nursiah which requires the fair value charge associated with these shares to be allocated over the minimum vesting period. These vesting periods for the A1 shares are estimated to be 4.0 years (June 2022 issuance), 3.04 years (June 2023 issuance) and 4.7 years (January 2025 issuance) respectively from the date of grant.

22.  RELATED PARTY TRANSACTIONS

James Corsellis has served as a Director of the Company during the period and Antoinette Vanderpuije is the Company Secretary of the Company.

The Company issued 30 million New Ordinary Shares on 4 July 2024, of which 16,688,667 were issued to Funds managed by Marwyn Investment Management LLP ("MIM LLP"), of which James Corsellis is the Chief Investment Officer, and Antoinette Vanderpuije is a partner. As part of this transaction the 12,000,000 A shares in issue were converted to Ordinary Shares and the matching A warrants surrendered and cancelled. As a result, as at the date of this report MIM LLP manages 59.8% of Ordinary Shares in the Company.

James Corsellis and Antoinette Vanderpuije have an indirect beneficial interest in the A2 Ordinary Shares issued by InvestAcc (BVI) Limited to Marwyn Long Term Incentive LP ("MLTI") which is disclosed in Note 21.

Mark Hodges, Will Self and Vinoy Nursiah, have a direct interest in the A1 Ordinary Shares issued by InvestAcc (BVI) Limited, as disclosed in Note 21.

Directors' emoluments, in relation to Mark Hodges, Will Self, Vinoy Nursiah, James Corsellis, Giovanni Castagno, Helen Copinger-Symes, and Martin Potkins, are disclosed in Note 7 with details of Incentive Shares issued being outlined in Note 21.

James Pearce, formerly Group CFO, was on a fixed term contract and served as Group CFO from 23 May 2024 to 20 December 2024. Included within the key management compensation, set out in Note 7, there is an amount of £20,357 relating to James Pearce's employment.

During the period to 30 June 2025 as part of the consideration due in respect of the InvestAcc acquisition, £6,150,911 was paid to the pre-acquisition shareholders of InvestAcc Holdings Limited, being the then parent of the InvestAcc operating group. The consideration was paid to those shareholders on receipt of a dividend from InvestAcc Holdings Limited to InvestAcc UK Limited.

On 1 October 2024 InvestAcc (BVI) Limited subscribed for 29,418,095 Ordinary Shares of £1 of its wholly owned subsidiary, InvestAcc UK Limited as part of the transaction to acquire InvestAcc.

As set out in Note 11, InvestAcc IH Limited was incorporated on 4 February 2025. During the period, InvestAcc IH Limited issued 100% of its ordinary shares to InvestAcc (BVI) Limited and, as such, InvestAcc IH Limited became a 100% owned subsidiary of InvestAcc (BVI) Limited. InvestAcc IH Limited subsequently became the 100% owner of InvestAcc UK Limited and, as at the reporting date, InvestAcc IH Limited held an investment in InvestAcc UK Limited of £35,569,006.

InvestAcc IH Limited is the borrowing entity under the Facility and the outstanding amount related to the Facility, as per note 16, was the primary liability on the balance sheet of InvestAcc IH Limited.

MCLLP services

James Corsellis is also the managing partner of Marwyn Capital LLP ("MCLLP"), and Antoinette Vanderpuije is a partner. MCLLP provides corporate finance support, strategic company secretarial support, administration and accounting services and charges the Company in respect of James Corsellis' Non-Executive Director ("NED") fees. Corporate finance and strategic company secretarial support as well as NED fees are charged based on agreed fees and contracts, with managed services support charged on a time spent basis.

The period to 30 June 2025 included a one-off corporate finance service fee of £270,000 (30 June 2024: £nil) in respect of fees relating to the acquisition of the AJ Bell Platinum book, the amount is due for payment on Completion and remains outstanding at the end of the period. The recurring corporate finance fee following the Company's initial acquisition of £52,350 per month was removed. On an ongoing basis, fees for corporate finance support services (including research and due diligence support, as well as equity capital markets support, M&A execution and project management of workstreams) will be agreed on a project-by-project basis prior to the start of the specific workstream.

Until such time that the Company becomes self-sufficient, MCLLP will provide strategic company secretarial and managed services support. The amount incurred in respect of strategic company secretarial fees for the period

22.  RELATED PARTY TRANSACTIONS (CONTINUED)

to 30 June 2025 was £75,000, based on an agreed annual fee of £150,000, agreed from 4 July 2025 (30 June 2024: £nil).

Managed services fees for support with corporate governance, reporting, human resources and other administrative support charged for the period to 30 June 2025 were £267,231 (30 June 2024: £86,174). NED fees charged for James Corsellis to 30 June 2025 were £37,500 (30 June 2024: nil). Expenses incurred by MCLLP on behalf of the Company and recharged amounted to £48,355 (30 June 2024: £13,024).

Within the period to 30 June 2025, MCLLP transitioned from being partially to fully VAT recoverable. As a result, historic VAT charges on certain services provided by MCLLP to the Company were invoiced to InvestAcc which amounted to £306,171. The VAT amount has no impact on the Statement of Comprehensive Income and it was agreed with MCLLP that this historical VAT would be paid once the reciprocal amount had been reclaimed from HMRC. The full amount remains outstanding at the end of the period and was received from HMRC and paid to MC LLP after the period end.

The aggregate amount outstanding with respect of all services, inclusive of any historical VAT, provided by MCLLP was £755,377 (30 June 2024: £94,466).

Marwyn Partners Limited, of which James Corsellis and Antoinette Vanderpuije are both Directors, provides the Company's current office and infrastructure space. The rental agreement was signed on 13 January 2025 for a monthly amount, per room, of £5,000. Fees for the period ended 30 June 2025 were £27,903 (30 June 2024: £nil). The amount outstanding as at 30 June 2025 was £5,000, net of VAT (30 June 2024: £nil).

23.  POST BALANCE SHEET EVENTS

On 27 March 2025, the Group announced the acquisition of the trade and assets of AJ Bell's Platinum SIPP and SSAS administration business. The transaction is expected to complete on 3 November 2025 with consideration to be paid of up to £25 million. The consideration for the transaction will be funded via the wider Group cash resources and debt financing as set out within these Interim Financial Statements.