NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDING 31 MARCH 2022

 

 

1.    GENERAL INFORMATION

The company is a public listed company incorporated and domiciled in England and Wales and listed on the AQSE. The address of its registered office, and its principal trading address, is Nightingale House, 65 Curzon Street, London, W1J 8PE. Its principal activity is arranging deals in investments and financial planning.

 

2.      ACCOUNTING POLICIES

2.1    Basis of preparation

The financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), Companies Act 2006.

 

The financial statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in the accounting policies below.

 

The financial statements are prepared in sterling, which is the functional currency of the Parent company and the Group. Monetary amounts in these financial statements are rounded to the nearest £.

2.2  Going concern

The Group has prepared the financial statements on a going concern basis.  The Directors believe the going concern basis is appropriate because (i) the company has a strong net asset position, and (ii) it had high levels of cash at the period end of £3.16m. The directors have also reviewed the detailed profit and loss and cash flow budgets for all the companies in the group for the next 12 months and allied with this strong starting position, believe the 'going concern' status of the business is justified. In particular the directors believe that the business will generate positive cash flow in the current year.  

 

Consequently, the directors believe that the company will meet all of its obligations and liabilities as they fall due for at least the next 12 months from the date of approving these financial statements.

 

2.3  Turnover

Turnover represents amounts earned from:

·    stockbroking commissions receivable on executed transactions, account administration charges and fees receivable for the management of investment funds net of VAT.  It is recognised upon settlement of transactions; all other turnover is recognised when the company is contractually entitled to do so.

·    Investment management

·    Corporate finance

·    Financial planning

 

2.4     Other Income

Grant income is recognised when it is received and is included in Other Income.

 

2.5    Interest income

 

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

 

2.6    Business combinations

 

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquire plus costs directly attributable to the business combination.

Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill. If the net fair value of the identifiable assets and liabilities exceeds the cost of the business combination the excess is recognised separately on the face of the consolidated statement of financial position immediately below goodwill.

 

2.7    Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The useful economic life of the intangible asset is based over a period of ten years.  On 26 June 2020 the 'Contracts' acquired with the HIM assets were ascribed a fair value of £650,000.

 

2.8    Goodwill

Goodwill represents the excess of the cost of an acquisition over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Goodwill is capitalised as an intangible asset. The goodwill is amortised over a period of 10 years on a straight line basis with the expense being recognised in the profit and loss account on an annual basis. The directors believe this is a reasonable period over which to amortise the goodwill associated with the acquisition of the Oberon group of companies - all underpinned by the continuing success of Oberon Investments Limited, given the business has been in existence since 1987 and the value of the business has increased significantly since being acquired in 2017.

 

2.9   Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

Land and buildings Freehold	4% per annum
Fixtures, fittings & equipment	25% per annum
Computer equipment	16.6% per annum

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss. 

Additions are depreciated as if they were acquired at the beginning of the year at a full year's rate

 

2.10   Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase

 

2.11  Fixed asset investments

 

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements. The directors have assessed the value of the investment in the subsidiary and based on the value of the business as per the recent investments into the parent company (whose only asset is the subsidiary), no impairment charge is required to be made.

Deferred consideration is usually recognised at the time of acquisition, where its value is known with reasonable certainty, and is included in the cost of the fixed asset investment. Where deferred consideration is not initially recognised at the time of acquisition, but subsequently becomes recognised, the cost of the fixed asset investment is increased at that subsequent occasion.

2.12 Debtors

 

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 

2.13 Cash and cash equivalents

 

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 

2.14 Creditors

 

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. 

 

2.15 Operating leases

 

Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the year until the date the rent is expected to be adjusted to the prevailing market rate

 

2.16 Finance leases

 

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets are depreciated over the shorter of the lease term and their useful lives.

Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance elements of the rental payment is charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 

2.17  Pension

The Group operates a defined contribution pension scheme. All contributions are charged to the Statement of Comprehensive Income in the year to which they relate.  The units of the plan are held separately from the Group in independently administered funds.

2.18  Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

In accordance with FRS102, deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

 

2.19 Foreign currency

 

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the report date.  Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction.  Exchange differences are taken to the profit and loss account.

 

2.20 Financial Instruments

 

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

2.19 Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

 

 2.20   Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted.

 

2.21 Significant judgements and estimates

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities and the inputs for the share based payment calculations (as required by Section 26 of FRS102) included in its option pricing model. The option pricing model requires assumptions and estimates over inputs such as the expected volatility of the shares, the expected life of the options, and the risk-free interest rate. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future years, if the revision affects both current and future year.

Intangible assets

Contracts and Goodwill

As described in note 2.7 and note 2.8, contracts and goodwill are recognised at the point of acquisition and have been stated as intangible assets on the balance sheet and are amortised to the income statement over a period of 10 years from the date of acquisition.

Both the value of contracts and goodwill is subject to review for impairment in accordance with FRS 102. The carrying values are written down by the amount of any impairment and the loss is recognised in the profit and loss account in the year in which this occurs.

Having considered the increasing value of the business acquired, as demonstrated by the higher valuations attributed to new issues of equity over the intervening years, in the case of goodwill and acquired contracts primarily in respect of the OIL cash generating unit ("CGU") and to a lesser extent the Smythe House CGU, the directors are confident that no impairment charge is required to either the contracts nor the goodwill recognised in the consolidated balance sheet.

 

3.    Turnover AND SEGMENTAL REPORTING

The directors consider that there is one main operating segment within the business, based on the way the Group is organised and the way the internal management system operates and reports are produced. All of the Group's revenues are generated from activities within the UK.

	An analysis of the group's turnover is as follows:	Year to 31 Mar 2022		Year to 31 Mar 2021
		£		£
	Commissions	2,184,959		2,062,920
	Investment management fees	1,829,804		1,220,060
	Corporate finance income	2.467,243		555,052
	Financial planning	243,607		-
		6,725,613		3,838,032

4.    OTHER INCOME

		Year to 31 Mar 2022		Year to 31 Mar 2021
		£		£
	Grant income from UK Government (CJRS)	-		22,623

 

 

5.    OPERATING LOSS

		Year to 31 Mar 2022		Year to 31 Mar 2021
		£		£
	The operating loss is stated after charging:
	Depreciation of tangible assets	61,598		32,918
	Amortisation of intangible assets	223,708		177,229
	Gain on current asset investments	212,550		75,454
	Loss on disposal of fixed assets	-		3,153
	Operating lease rentals and service charge	442,943		201,822
	Auditors' remuneration	£		£
	Fees payable to the Group's auditors for the audit of the Group's annual financial statements	60,000		48,300
	All other services	-		-

6.      DIRECTORS REMUNERATION

The average number of Directors during the year was 5 (2020: 2).

 

The Directors and senior managers are considered to be the key management personnel. The total remuneration paid to key management personnel is disclosed in note 23. There are 3 directors of the Company for whom pension contributions are being paid and on a Group basis there are a further 4 directors for whom pension contributions are being paid.

 

7.    STAFF COSTS

			Year to 31 Mar 2022						Year to 31 Mar 2021
			£						£
	Wages and salaries		3,603,193						2,450,386
	Social security costs		433,188						253,924
	Pension costs		69,378						44,778
			4,105,759						2,749,088
			No.						No.
	The average monthly number of group employees during the year was:		41						26
	8.    INTEREST RECEIVABLE AND SIMILAR INCOME
			Year to 31 Mar 2022						Year to 31 Mar 2021
			£						£
	Interest income		694						11,896
9.    INTEREST PAYABLE AND SIMILAR EXPENSES
		Year to 31 Mar 2022						Year to 31 Mar 2021
		£						£
Interest payable		22,050						15,399

10.  TAXATION

		Year to			Year to
		31 Mar			31 Mar
		2022			2021
		£			£
	Corporation tax - Group income statement
	UK corporation tax at 19% (2020: 19%)	-			-
	Deferred tax
	Origination and reversal of timing differences	-			-
	Taxation on loss on ordinary activities		Nil		Nil

 

 

Factors affecting the group tax credit for the period

 

The actual tax (credit)/charge for the year can be reconciled to the expected (credit)/charge based on the profit or loss and the standard rate of tax as follows:

 

 

	Year to		Year to
	31 Mar		31 Mar
	2022		2021
	£		£
Group loss on ordinary activities before tax	(580,814)		(894,178)
Expected tax credit based on the standard rate of corporation tax in the UK of 19% (2018: 19%)	(110,355)		(169,893)
Effects of:
Expenses not deductible for tax purposes	45,556		15,290
Fixed asset differences	(2,264)		11,116
Profit on disposal of investments not taxable	(40,384)		-
Deferred tax not recognised	100,218		157,823
Other adjustments	7,229		(14,336)
Total tax for the period	Nil		Nil

 

 

Factors that may affect future tax charges

Losses carried forward to use against future profits. In addition the Finance Act 2021 announced that the main UK Corporation Tax rate will increase from 19% to 25% on 1 April 2023.

 

 

11.	LOSS PER SHARE The loss per share is based upon the loss of £580,814 (2021: loss of £894,178) and the weighted average number of ordinary shares in issue for the year of 411,944,569 (2021: 381,859,613). The loss incurred by the Group means that the effect of any outstanding options would be considered anti-dilutive and is ignored for the purposes of the loss per share calculation.
12.	INTANGIBLE ASSETS Group
				Goodwill				Contracts				Totals
				£				£				£
	Cost
	At 1 April 2021			1,300,620				762,000				2,062,620
	Acquisition of Smythe House			389,851				-				389,851
	Other additions			340				-				340
	Disposals			-				-				-
	At 31 March 2022			1,690,811				762,000				2,452,811
	Amortisation
	At 1 April 2021			321,414				166,167				487,581
	Amortisation			158,708				65,000				223,708
	Eliminated on disposals			-				-				-
	At 31 March 2022			480,122				231,167				711,289
	Net Book Value
	At 31 March 2021			979,206				595,833				1,575,039
	At 31 March 2022			1,210,689				530,833				1,741,522

 

The addition to goodwill following the acquisition of Smythe House Limited is explained in note 15.

 

The Company has no intangible assets.

 

13.  TANGIBLE FIXED ASSETS

 

			Fixtures, fittings & equipment		Computer equipment	Total
	Group		£		£			£
	Cost
	At 1 April 2021		55,208		111,289			166,497
	On acquisition		-		8,324			8,324
	Additions		19,908		247,925			267,833
	Disposals		-		-			-
	At 31 March 2022		75,116		367,538			442,654
	Depreciation
	At 1 April 2021		43,691		60,137			103,828
	On acquisition		-		6,560			6,560
	Charge for year		11,903		49,695			61,598
	Eliminated on disposals		-		-			-
	At 31 March 2022		55,594		116,392			171,986
	Net Book Value
	At 1 April 2021		11,517		51,152			62,669
	At 31 March 2022		19,522		251,147			270,668

 

 

The Company has no fixed assets.

 

14.  FIXED ASSET INVESTMENTS

 

PARENT COMPANY		£
At 1 July 2021	14,411,988
Additions		-
At 31 March 2022		14,411,988

 

 

SUBSIDIARY UNDERTAKINGS

 

The following were subsidiary undertakings of Oberon Investments Group plc:

Company Name	Registered Office	Interest	Country of Incorporation	Nature of Business
Oberon Securities Ltd (OSL)	65 Curzon Street, London	100% (direct)	UK	Corporate Advisory and parent of OIL (below)
Oberon Investments Ltd (OIL)	First floor, 12 Hornsby Square Southfields Business Park Basildon, Essex	100% (indirect)	UK	Broker & wealth manager
Smythe House Ltd	65 Curzon Street, London	100% (indirect)	UK	Wealth  manager

 

GMC EBT Ltd

65 Curzon Street, London

100% (indirect)

UK

Dormant

 

Barnard Nominees Ltd

First floor, 12 Hornsby Square Southfields Business Park Basildon, Essex

100% (indirect)

UK

Dormant

 

 

The share capital and reserves at 31 March 2022 and the profit and loss for the year ended on that date for the individual subsidiary undertakings were as follows:

	Company Name		Aggregate of share capital and reserves £			Profit/(Loss) £
	Oberon Securities Ltd		3,561,001			(459,574)
	Oberon Investments Ltd		5,107,106			1,756,420
	Smythe House Ltd		216,344			101,400
	GMC EBT Ltd		100			-
	Barnard Nominees Ltd		2			-
	The consolidated share capital and reserves of Oberon Securities Limited at 31 March 2022 was £1,851,346 and the consolidated loss for the year ended on that date was £320,659. The profit shown above for Smythe House Limited is its audited figure for the 16 months period to 31 March 2022. In the 10 months period since it was acquired, Smythe House generated profits of £41,203.   15. BUSINESS COMBINATIONS The Company acquired Smythe House Limited on 27 May 2021. The initial consideration for Smythe House was satisfied by the payment of £217,000 in cash and the issue to the vendors of 2,454,710 new Ordinary shares, with a value of £83,460 (based on the share price at the time of acquisition of 3.4p). In addition, and dependent on the performance of the acquired business over the following two years, deferred consideration could be payable to the vendors. This could consist of up to 2,127,414 shares (with a value of £72,332 based on 3.4p per share) plus £89,686 in cash. The following amounts of assets, and liabilities were recognised at the acquisition date:   £ Fixed assets 1,764 Debtors 94,327 Cash 31,367 Creditors (48,416) Fair value of net assets acquired 79,042 Goodwill on acquisition 389,851 Total consideration 468,893 Initial consideration paid including capitalised costs 306,875 Deferred consideration 162,018 468,893 These assets generated revenues of about £243k in the 10 month period from the date of acquisition to 31 March 2022.

16.  CURRENT ASSET INVESTMENTS

 

Group	£
At 1 April 2021	75,454
Additions at cost	472,610
Sales proceeds	(241,449)
Realised gains/(losses) in year	212,197
Unrealised gains/(losses) in year	353
At 31 March 2022	519,165

 

The investments are warrants or shares in quoted companies taken as part of the Group's fees. Warrants were valued at the date the warrants were issued and then subsequently revalued through the income statement using the Black-Scholes methodology. A 20% liquidity discount was then applied to the resulting valuation, as a conservative estimate, to reflect the relatively illiquid nature of the underlying financial instruments. Shares were valued at their mid-market price at the balance sheet date.

 

17.  DEBTORS

	2022		2021
	Group	Company	Group	Company
	£	£	£	£
Trade debtors	1,411,068	-	2,817,102	-
Rent and other deposits	62,995	-	63,911	-
Other debtors	841,024	700,000	262,438	-
Prepayments and accrued income	1,163,988	3,202	482,040	3,202
Amounts due from subsidiary undertakings	-	4,035,238	-	-
	---------------------	----------------------	---------------------	----------------------
	3,479,075	4,738,440	3,625,491	3,202
	===========	===========	==========	===========

 

18.  CASH AND CASH EQUIVALENTS

	2022		2021
	Group	Company	Group	Company
	£	£	£	£
Cash at bank and in hand	3,159,459 ===========	2,778 ===========	1,856,568 ===========	1,275,936 ===========

 

19.  CREDITORS: amounts falling due within one year

		2022		2021
		Group	Company	Group	Company
		£	£	£	£
	Trade creditors	1,311,633	1,200	2,843,660	23,401
	Other taxes and social security	159,141	-	211,642	-
	Other creditors	90,315	-	80,720	-
	Borrowings	9,666	-	7,471	-
	Deferred consideration	64,509	-	-	-
	Finance lease creditor	-	-	2,694	-
	Accruals and deferred income	1,013,674	57,057	603,652	55,047
	Amounts due to subsidiary undertakings	-	148,788	-	45,145
		---------------------	----------------------	---------------------	----------------------
		2,648,938	207,045	3,749,839	123,593
		===========	===========	==========	===========

 

20.  CREDITORS: amounts falling in more than one year

					2022				2021
				Group			Company		Group	Company
				£			£		£	£
Borrowings				34,022			-		43,688	-
Deferred consideration				97,509			-		-	-
				---------------------			----------------------		---------------------	--------------------
				131,531			-		43,688	-
				===========			===========		==========	===========

21. COMMITMENTS UNDER OPERATING LEASES

At 31 March 2022 the Group and Company had future minimum commitments under non-cancellable operating leases as set out below:

	Group		2022		2021
			Land & Buildings		Land & Buildings
			£		£
	Within one year		305,000		314,000
	Between one and five years		4,713		222,125
			-----------------		-----------------
			309,713 =========		536,125 =========

Company

The Company had no commitments under non-cancellable operating leases at the end of either year.

 

 

22. PENSION COMMITMENTS

The Group contributes to a defined contribution scheme. The assets and liabilities of the scheme are held separately from those of the Group. Employer's contributions in respect of the scheme totalled £69,378 (2021: £44,778) during the year, and at 31 March 2022 £6,063 (2021: £4,348) remained payable.

 

23. SHARE CAPITAL OF OBERON INVESTMENTS GROUP PLC

	March 2022 £	March 2021 £
Share capital
Nominal value £0.005 per share: 469,060,613 shares	2,345,304	2,038,949
(2021: 407,789,775 shares)
Share premium	5,950,177	2,724,103
	8,295,481	4,763,052

Movements in share capital and share premium reserves

	No. of shares		Share capital			Share premium
				£	£
Total as at 1 April 2021		407,789,775		2,038,949	2,724,103
April 2021 - Exercise of warrants		2,000,000		10,000	40,000
June 2021 - Acq of Smythe House Ltd		2,454,710		12,274	71,187
March 2022 - Fund raise		56,816,128		284,081	3,114,887
Increase in year		61,270,838		306,355	3,226,074
Total as at 31 March 2022		469,060,613		2,345,304	5,950,177

 

 

24. EQUITY SETTLED SHARE OPTION RESERVE

 

Movements in the number of share options outstanding and their related weighted average exercise prices (WAEP) are as follows:

 

31 March 2022
		2019 EMI			2021 EMI				Unapproved Options
		Options	WAEP		Options	WAEP			Options	WAEP
			(p)			(p)				(p)
Outstanding at start		39,261,125	0.62		-	-			-	-
of year
Granted		-	-		7,762,500	4.00			10,000,000	4.00
Expired/forfeited		-	-		-	-			-	-
Exercised		-	-		-	-			-	-
Outstanding at end		39,261,125	0.62		7,762,500	4.00			10,000,000	4.00
of year
Exercisable at end		29,211,556	0.83		-	-			-	-
of year
Weighted average life		7.47			9.35				9.08
31 March 2021
	2019 EMI
	Options				WAEP
					(p)
Outstanding at start	39,261,125				0.62
of year
Granted	-				-
Expired/forfeited	-				-
Exercised	-				-
Outstanding at end	39,261,125				0.62
of year
Exercisable at end	27,856,550				0.87
of year
Weighted average life	8.47

 

The weighted average life represents the weighted average contractual life in years to the expiry date of options outstanding at the end of the year

 

The pricing models used to value these options and their inputs are as follows:

 

		2019 EMI		2021 EMI		Unapproved
		option plan		option plan		options
Pricing model		Black Scholes		Black Scholes		Black Scholes
Date of grant		30/8/19 -		1/7/21 -		24/4/21
		27/09/19		6/10/21
Share price at grant (p)		0.89 - 0.94		4.0 - 6.5		4.0
Exercise price (p)		0.0 - 0.94		4.0		4.0
Expected volatility		30%		30%		30%
Expected life (years)		10		10		10
Risk-free rate		0.50%		0.50%		0.50%
Expected dividend yield		N/A		N/A		N/A

 

The 2019 EMI plan shown above was originally held in Oberon Securities Limited (a 100% owned subsidiary) but was transferred to the Company following approval by HM Revenue and Customs in April 2021. The scheme was transferred on equivalent terms and valuation.

 

The net charge recognised in the period for these option plans was £36,112 (2021: nil).

 

25. RESERVES

Retained earnings

The group's retained earnings reserve consists of accumulated profits and losses of the parent company since incorporation, less any dividends which have been paid, plus any accumulated profits and losses of its subsidiary companies generated from the date of their acquisition, less any dividends which they have paid.

Share premium

The share premium reserve represents the premium paid for share capital in excess of its nominal value.

Share warrant reserve

The share warrant reserve represents the cumulative fair value of warrants which have vested and have been charged through the income statement but have not yet been exercised. Following the exercise of warrants in April 2021, there are no more warrants in issue.

Share option reserve

The share option reserve represents the cumulative fair value of warrants which have vested and have been charged through the income statement but have not yet been exercised.

Merger relief reserve

The merger relief reserve represents the premium for the consideration shares, issued as part of the RTO, over their nominal value.

Reverse acquisition reserve

This represents the impact on equity of the reverse acquisition of Oberon Securities Limited.

 

26. PROFIT FOR THE FINANCIAL YEAR

The parent company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements.  The Company's loss for the year to 31 March 2022 was £(260,154) (9 month period to 31 March 2021 was £(79,213) which is dealt with in the financial statements of the Company.

 

27. OFF BALANCE SHEET ARRANGEMENTS                                                                                                                                            

In line with the 'Balances with clients and counterparties' accounting policy (note 1.15), client free money balances have been recognised off balance sheet. 

At the year end the group held £15,586,886 (2021: £17,859,983) in the client free money balances off the balance sheet. 

 

 

28.   CASH GENERATED FROM OPERATIONS

Group			Year to  31 March 2022						Year to  31 March 2021
			£						£
Loss for the year after tax			(580,814)				(894,178)
Adjustments for:
Finance costs			23,972				15,399
Investment income			(694)				(11,896)
Loss on disposal of tangible fixed assets			-				3,153
Gains on current asset investments				(212,550)				(75,454)
Depreciation			61,598				32,918
Amortisation			223,708				177,229
Employment related share based charge			36,112				44,453
Reverse acquisition share based charge			-				35,618
Movement in working capital
Increase in debtors			(70,583)				(1,876,237)
(Decrease)/increase in creditors			(1,092,531)				2,047,736
Cash used in operations			(1,611,782)				(501,259)

 

 

29. RELATED PARTY TRANSACTIONS

Group

Remuneration of key management personnel

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. The remuneration of key management personnel is as follows.

		Year to March 2022		Year to March 2021
		£		£
Key management personnel remuneration		1,400,996		975,959

 

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with its wholly owned subsidiaries.

 

30. ULTIMATE CONTROLLING PARTY

The Directors consider that there is no one controlling party who controls the Group.