Final Results 2024 and Q1 2025 Trading Update

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

LEI: 2549008KZ7HM27V4O63724 April 2025

InvestAcc Group Limited

Announcement of results for the six months ended 31 December 2024 and trading update for Q1 2025

InvestAcc announces strong trading for the year to 31 December 2024, following the completion of its first acquisition and announcing its second transformational transaction in Q1 2025, establishing a robust foundation for future growth.

InvestAcc Group Limited ("InvestAcc", the "Company" or, together with its subsidiaries, the "Group"), a leading UK specialist pension administrator, is pleased to present the report and audited financial statements (the "Financial Statements") for the six month period to 31 December 2024.

During the six month period the Company completed the acquisition of InvestAcc Holdings Limited ("InvestAcc Ltd"), an award-winning provider of self-invested personal pension ("SIPP") and small self-administered scheme ("SSAS") services in the UK.

While the Company has owned the InvestAcc Ltd business since 9 October 2024, InvestAcc trading data in the relevant section is presented for the six month period to 31 December 2024. This is consistent with the accounting period in these financial statements and is intended to provide clearer information to shareholders relating to underlying performance of the acquisition.

Mark Hodges, Executive Chairman of InvestAcc Group, commented: 

"We are pleased to present these financial results which, for the first time, include 3 months' trading performance of InvestAcc Ltd, evidencing our market position as one of the UKs leading SIPP and SSAS administrators.

Q1 2025 has also been an exciting time for our organisation, with the announcement of the acquisition of the Platinum SIPP and SSAS businesses from AJ Bell at the same time as experiencing strong organic growth.

With these foundations, we look forward to continuing our consolidation strategy, building a leading specialist pension administrator with a high-quality integrated business and a focus on excellent customer outcomes."

3 Year Pro Forma Trading Summary for InvestAcc Ltd

Given the change in year end date and the mid period completion of InvestAcc Ltd, we have produced unaudited three year pro forma trading summaries to provide clarity and year on year comparable business performance trends. InvestAcc Ltd continued to perform strongly in the 12 months ended 31 December 2024:

• Revenues increased 16.3% to £10.5m (FY23: £9.0m)

• Trading EBITDA growth of 15.7% to £4.2m (FY23: £3.7m)

• 17.7%[1] SIPP organic customer growth

• Trading EBITDA margin maintained above 40% through continued operational excellence

• Customer service quality levels 98.4% evidencing a continued focus on customer outcomes

• Recognition at key industry awards including the Defaqto Gold Award for Pension Service 2025

6 Month P&L for the period ended 31 December 2024

The Group's trading data in this section is presented for the six month period to 31 December 2024. The P&L shows the audited revenue and costs for InvestAcc Ltd for the period 9 October - 31 December 2024, and audited costs for the Group for the full six month period.

• £2.5m revenue and £0.9m trading EBITDA, in line with expectations

• Group operating loss of £2.2m includes £0.5m depreciation/amortisation and £1.6m acquisition and integration costs

• Strong balance sheet with regulatory capital coverage 295%

• Cash after minimum regulatory capital £11.0m

• Deferred consideration of £6.2m paid in Q1 2025

Q1 2025 Trading Summary and Corporate Activity

We are pleased to report that the underlying business has performed well in Q1 2025 vs Q1 2024, during a period of significant activity.Total customer growth 20.6%

· Revenue growth 19.3%

· Successful platform upgrade to Delta Platinum Pro, migrating all SIPP customers and over 9.5m data points

· Announced the acquisition of the Platinum SIPP and SSAS businesses from AJ Bell for a maximum consideration of £25m, expected to complete in H2 2025 and projected to add over 3,500 customers.

· The Group has entered into a strategic relationship with Kartesia, a European asset manager specialised in private corporate lending, initially to fund the consideration for AJ Bell's Platinum SIPP and SSAS business and to act as a strategic partner for future M&A alongside equity funding.

Outlook

Inheritance Tax - SIPPs remain one of the most tax effective retirement savings products, and tax year end 2025 has been our most successful in terms of new business volume. Pension Administrators are subject to legislative consultation regarding their role in IHT calculation, though we have not seen any changes in customer or adviser behaviour and do not currently anticipate any wider impact on our business model.

Fees - Underlying product fees have not been changed for the last five years. Management has undertaken a thorough market review across the various product types following which fees will be increased at the product plan anniversary date, commencing in H2 2025. The full annualised effect of these changes will not be felt until 2026. The products have been benchmarked and will remain highly competitive.

Treasury Function - The Group is making a strategic investment into developing a high quality Treasury Function. This is important for customers, ensuring that we can maximise the return on cash balances, which will then be shared with customers on a fair basis. The full year benefit of this is not expected to be felt until 2026. For the Company, this function will deliver sustainable high quality earnings and requires a one off exceptional investment of c£1m. We expect this to be implemented in H2 2025 and costs will broadly equate to H2 2025 revenue benefit.

M&A - The Board remain positive around the wider M&A pipeline. The credibility, experience and momentum driven by the Groups first two acquisitions has re-enforced the strength of the potential pipeline. Opportunities remain in all three target categories: specialist providers, life companies, and platforms, with over 100 providers in a fragmented market. Valuation expectations remain in the range of 5-8X EBITDA on a pre-synergy basis.

Enquiries:

Company Secretary: + 44 (0) 207 004 2700Antoinette Vanderpuije

Camarco (PR Adviser): + 44 (0) 203 757 4980Ed Gascoigne-Pees / Phoebe Pugh

KK Advisory (IR Adviser): + 44 (0) 207 039 1901Kam Bansil

Panmure Liberum Limited (Corporate Broker): + 44 (0) 203 100 2000Chris Clarke / Ed Thomas

Zeus Capital Limited (Corporate Broker): + 44 (0) 207 220 1666Harry Ansell / Katy Mitchell

Chairman's Statement

Introduction

We are delighted to present the report and audited financial statements (the "Financial Statements") for the six month period to 31 December 2024, for InvestAcc Group Limited (the "Company") consolidating the results of the Company and its subsidiaries (the "Group").

During the six month period the Company completed the acquisition (the "Acquisition") of InvestAcc Holdings Limited ("InvestAcc"), an award-winning provider of self-invested personal pension ("SIPP") and small self-administered scheme ("SSAS") services in the UK. In order to finance the acquisition, the Company successfully raised £30 million with institutional investors, demonstrating support for our strategy.

Following the Acquisition, the accounting reference date for the Company was changed from 30 June to 31 December, resulting in a shortened accounting period of 6 months, with the results of the acquired entity being included for the period from 9 October to 31 December 2024. The comparative period presented in these Financial Statements is for the year to 30 June 2024.

Group strategy and market opportunity

Our initial focus for growth is on the SIPP segment as we believe that the current market backdrop lends itself to a growing self-invested pensions market. The key drivers to market growth are:

1. Changing population and demographics

In 2023 there were 21 million people aged 55 and over in the UK, and the number of people aged 65 to 79 is predicted to increase by 30% to over 10 million in the next 40 years3.

2. Trapped and concentrated wealth

The value of UK household wealth was estimated at £10.9 trillion in 20234, with 42% concentrated in pension assets and 36% in property. In 2020, average UK household wealth for those aged 55 to 64 was nine times higher than for those aged 25 to 345.

3. Increasing family reliance

In 2023, 57% of UK mortgaged first-time buyers received support from their families. This support is expected to total £30 billion between 2024 and 20276.

4. Inter-generational wealth transfer

The Directors expect to see an unprecedented level of inter-generational wealth transfer in the coming decades. On a global basis, almost 680,000 individuals with over $5 million in net worth will transfer $18.3 trillion in combined wealth by 2030, with approximately £7 trillion passing between generations in the UK7.

5. Regulatory pressure in the UK SIPP market

A push for higher levels of consumer duty and consumer care, as well as vendor needs are driving the UK SIPP sector to actively consolidate. Life companies and platforms account for over 80% of the "Simple" SIPP market, but the "Full" SIPP market - serviced by specialist firms - is much more fragmented. The top five UK SIPP administrators account for just 46% of total assets under administration ("AuA") and 40% of total plans. The market leader has just 12% of total AuA, with over 25 firms operating in the market.

3 Centre for Ageing Better, "The State of Ageing 2023-24"

4 Office of National Statistics, "National balance sheet estimates for the UK: 2024"

5 Social Mobility Commission, "State of the Nation: Level of Wealth", September 2023

6 Savills, "Bank of mum and dad", 16 August 2024

7 Wealth-X, "Preservation and Succession: Family Wealth Transfer 2021"

The fragmented supply side of the SIPP market creates a structural opportunity for inorganic growth. We intend to deliver our strategic goal through a combination of focussed M&A and strategic partnerships, facilitated through the acquired InvestAcc operating group.

Acquisition of InvestAcc

We believe that the InvestAcc operating group provides the optimal strategic platform to create value through a SIPP "buy and build" strategy. The business benefits from being a leading UK personal pension administrator, having a proven track record of delivering exceptional customer service, scalable operations and infrastructure, a strong financial profile and a sustainable organic growth trajectory.

InvestAcc is a business with a loyal and growing customer base. With a greater focus on savings, changing demographics and a growing opportunity presented by the inter-generational wealth transfer referred to above, the pensions administration industry plays an important role in securing financial independence and security for customers over the long term.

I am delighted to formally extend a warm welcome to the talented team of over 100 employees at InvestAcc, with whom we have worked closely since the Acquisition completed in October 2024. As set out in the CEO report below, the InvestAcc team have already demonstrated their expertise, passion and commitment, having been recognised again for the high-quality service they deliver. All of the management team, including the founder, have remained within the business since completion, with the business remaining in Carlisle, and we look forward to working with the whole team as we execute our strategy.

Delivering our Buy And Build strategy

In the period since the completion of the Acquisition on 9 October 2024, the acquired operations of InvestAcc have performed well, continuing to deliver on their planned growth targets in terms of revenue, number of pension schemes and assets under administration, and with customer retention rates continuing to exceed 96%. Further details are included in the CEO Report below.

We remain focussed on our goal to create the UK's leading specialist pensions administration business in the public markets. We have continued to develop a strong pipeline of acquisition targets to build on the excellent platform provided by InvestAcc. We have identified a number of further SIPP acquisition opportunities which have been developed through the Directors' deep industry ties and reputation. Management are in active discussions with vendors in respect of numerous potential targets under NDA and could deliver significant inorganic AuA and customer growth in 2025 and 2026. The Board are in regular dialogue with vendors and their advisers, often on a bilateral rather than competitive basis.

In March 2025 we were delighted to announce our second major acquisition, AJ Bell's "Platinum" SIPP and SSAS business ("Platinum"). The Platinum business provides bespoke, high-quality pensions expertise and SIPP and SSAS administration to high net worth ("HNW") customers. At the end of 2024 the business had assets under administration of £3.2 billion across 3,562 accounts, and a HNW client base reflected through an average SIPP account size of approximately £670k. This transaction is expected to complete in the second half of 2025 following the migration and integration of the Platinum clients onto InvestAcc's platform, strengthening our position as a market leader in "Full" SIPP pension administration. The acquisition will be funded through a new, £25 million credit facility from Kartesia, a specialist provider of capital solutions. This facility also has the ability to scale and support the wider Group acquisition strategy in future.

Governance and Board appointments

To support our "buy and build" strategy we committed to significantly enhance the Company's Board and governance arrangements. I am pleased to report that shortly following completion of the Acquisition we recruited three highly experienced independent Non-Executive Directors ("INEDs"), one taking the position of Senior Independent Director ("SID"). We have adopted the UK Corporate Governance Code and established five Board committees: Audit Committee, Risk Committee, Remuneration Committee, Nomination Committee and Disclosure Committee.

We also strengthened the management team in 2024 through the appointment of both a Chief Risk Officer ("CRO") and Chief Commercial Officer ("CCO").

Pages 27 and 28 of this report sets out information on the Company's directors, including a brief overview of their skills and experience.

In pages 21 to 26 of this report, an overview of the Company's governance arrangements is set out, including an explanation of areas of non-compliance with the UK Corporate Governance Code.

Pages 29 to 37 include a report from each of the Board committees, setting out their roles and responsibilities, an overview of the activities they have each undertaken in the short period since their establishment, and a description of their areas of focus for 2025 and beyond.

More recently, the Company has announced the appointment of Vinoy Nursiah as Group Chief Financial Officer ("CFO") and an Executive Director. Vinoy joined the Group on 1 April 2025 and brings a wealth of experience to the role, with a proven track record of driving financial performance, operational excellence and strategic transformation. He will be instrumental in supporting the Company's ambitious growth plans through both organic growth and further M&A. Vinoy was previously CFO at Kingswood Holdings Limited, a publicly quoted wealth management business, and before that was CFO at CSC Global Financial Markets, a global provider of specialised administration services. Vinoy will assume responsibility for the Group's overall financial strategy, performance and reporting. Working alongside the rest of the Board, he will play a pivotal role in shaping and delivering the Group's strategic objectives, ensuring our financial strength and operational agility. In the interim period until Vinoy commenced his role, the Company appointed Marcus Holburn as interim CFO who has supported the Board of Directors by overseeing the Group's financial operations and supporting the annual financial reporting process.

Environmental

We are cognisant of the importance of building an environmentally sustainable business and remain committed to developing a comprehensive ESG strategy that aligns with our business values, the expectations of our

stakeholders, and the evolving regulatory and societal landscape. Having only completed the acquisition of InvestAcc in October 2024, we are at the start of this journey, and are currently considering how environmental factors may be incorporated into our longer-term business planning.

Looking forward

With a greater focus on savings, changing demographics and a growing reliance on the family, the pensions administration industry plays an important role in securing financial independence and security for customers over the long term. Completing the Acquisition of InvestAcc provides us with an excellent platform from which to continue to execute our "buy and build" strategy. With strategic appointments to both the Board and operational team, and a strong pipeline of acquisition opportunities, we are well positioned to move at pace.

As we look forward to the opportunities and challenges ahead, I want to thank our shareholders, customers, employees and our wider team of advisers for all their support and hard work over the last six months. Together we are well positioned to continue to execute our strategy.

Mark HodgesChairman23 April 2025

CEO Statement

Introduction

The past year has been transformative for the Group, having completed the Acquisition of our platform business InvestAcc, and made a number of key hires across our executive and senior management team. This report highlights our achievements and operational milestones as we look ahead to executing our strategy, to become the UK's leading specialist pensions administration business.

Strategic progress

We completed the Acquisition of InvestAcc on 9 October 2024. InvestAcc was founded in 1992 by CEO Nick Gardner as DHC Brokers Ltd. The business is now a leading UK personal pension administrator, having a proven track record of delivering exceptional customer service, scalable operations and infrastructure, a strong financial profile and a sustainable organic growth trajectory. All of the management team, including the founder, remain with the business.

InvestAcc has two principal subsidiaries, InvestAcc Pension Administration Limited ("IPA") and Vesta Wealth Limited ("Vesta").

IPA offers SIPP and SASS products distributed primarily through Independent Financial Advisers ("IFAs") throughout the UK, with over 1,000 supporting advisers. With the exception of UK fixed term deposit accounts, IPA does not accept any new non-standard assets into any of its schemes. IPA's flagship plan is the "Minerva SIPP", which is a full SIPP allowing investment in any permitted standard asset. The "SIPP Lite" scheme is a lower cost, simpler SIPP and allows investment in a single investment, such as a discretionary fund manager portfolio plus a bank account.

Vesta is a Chartered Financial Planner that offers holistic advice to a wide range of customers. It provides initial and ongoing advice under service agreements with over £450 million of AuA.

InvestAcc has capacity within its current offices, employees and back office functions to absorb further bolt-on acquisitions with limited follow-on investment. We have identified and engaged with further potential acquisition targets and are actively building our pipeline of opportunities with initial focus on those transactions that are both attractively priced and operationally deliverable.

Key management hires

During the period we've made a number of senior management appointments, including the appointment of Allan Dibble as CCO and James Keely as CRO.

As CCO, Allan is responsible for leading M&A and integrations for InvestAcc Group. He brings over 20 years' experience in post-merger integration and strategic transformation in financial services, primarily in the life insurance, savings and retirement sectors. As CRO, James leads the Group's risk, governance and regulatory work, leveraging his experience within the financial services sector. 

As we transition into the new phase of growth, we will build out a target operating model that supports our ambitious growth plans. The Group continue to work closely with the InvestAcc team in Carlisle to support the business in delivering yet further organic growth and continuing to deliver exceptional customer service. Therefore, in addition to the recruitment of Allan and James, we have also made a number of other key hires across our central management team who have joined the business in recent months. These appointments further strengthen our central management team, providing us with the experience, expertise and capacity to deliver on our strategy.

Business highlights

InvestAcc has continued to perform strongly since its acquisition by the Company in October 2024. The number of active pension schemes reached 12,467 at the end of December 2024, an increase of 8.3% in the six month period, with AuA of £5.4 billion at the same date. More details are included in the Management Report.

Market Recognition & Achievements

InvestAcc received market recognition of the high-quality service provided to its clients, with InvestAcc having its most successful year to date at the ILP Moneyfacts Awards 2024. InvestAcc won both the Moneyfacts' Best SIPP Provider award for the fifth time, as well as winning the Best Pension Service provider award for the fifth year running. InvestAcc was also awarded Highly Commended in the category of Service Beyond the Call of Duty.

This service quality underpins the focus of the Company as it seeks to execute its "buy and build" strategy.

The high-quality service InvestAcc provides its clients was further recognised in November when InvestAcc won five stars at the Financial Adviser Service Awards 2024. This was the seventh year, out of the last eight years, where InvestAcc has a received a five-star service award at the Financial Adviser Service Awards. These awards demonstrate the strong customer focus at the heart of InvestAcc's purpose and culture.

Market and industry overview

As the Chair has noted above in his report, there are many attractive acquisition opportunities available to the Company. Regulatory focus on customer outcomes supports the consolidation of non-core books of business where exceptional customer service can be delivered through the provision of appropriate systems, controls and compliance oversight. The historic fragmentation of individual providers and, in many cases, smaller, owner managed businesses, provides an opportunity for us to retain our customer centric focus whilst utilising a more centralised operational infrastructure. We are excited by the nature and extent of opportunities that sit firmly within our M&A universe, and we look forward to sharing more detail with shareholders over the coming months.

Summary and outlook

The last six months have seen the business transition from a conceptual strategy to an operating business with clear ambition and strategic opportunity. I am genuinely proud of what the Group has achieved and would like to take this opportunity to thank the entire team, including all of the InvestAcc staff, for their hard work and commitment in achieving what we have to date. This is however the beginning for the Group. Looking ahead, we are now focused on ensuring that we can deliver our ambitious growth plans and build the Group's operational capabilities, enabling us to succeed for the benefit of our customers and shareholders.

Will SelfCEO23 April 2025

Management Report

Financial performance in the period

Prior to the Acquisition of the InvestAcc business on 9 October 2024, the Group was a cash shell and was not revenue generating.  The Company has not owned the InvestAcc business for the entire six-month period to 31 December 2024 and therefore trading data in this section is presented for the period from 9 October 2024 to 31 December 2024. This is consistent with the accounting period in these financial statements and is intended to provide clearer information to shareholders.

Revenue and Profitability:

The Group's income totalled £2.5m in the six months to 31 December 2024 (year to 30 June 2024: nil). This was entirely generated by InvestAcc in the short period from the Acquisition to the period end. Pension administration services and wealth management fees accounted for 54% and 23% of total income, respectively.

The Group's earnings before interest, tax, depreciation and amortisation ("Group EBITDA") in the period amounted to a loss of £0.1m (year to 30 June 2024: loss of £3.9m). InvestAcc's trading contribution to Group EBITDA for the period ("Trading EBITDA") was a profit of £0.9m.

The Group incurred non-recurring, exceptional costs of £1.6m in the period relating to the Acquisition and Integration of InvestAcc and development of the Group function, and depreciation and amortisation charges of £0.5m in the period, primarily relating to the intangible assets associated with the Acquisition. These are classified as Administration Expenses in the Group's Statement of Comprehensive Income. After deducting these items, the Group generated an operating loss of £2.2m in the period (year to 30 June 2024: operating loss of £3.9m).

The table below shows each of the items described above.

Customers and Assets Under Administration:

The Group's pension scheme AuA at the period end totalled £5.4 billion, this represents an increase of 10.8% in the six months to 31 December 2024.

The growth in AuA has been driven by steady increases in our customer base. The number of InvestAcc's active SIPP and SSAS schemes increased by 951 (8.3%) in the period, to 12,467 as at 31 December 2024.

Customer retention rates have remained strong during 2024, at a rate of 96.5% for InvestAcc's SIPP product in the six-month period to 31 December. InvestAcc's service quality scores for all SIPP and SSAS schemes were 98.5% over the same period, reflecting InvestAcc's ongoing focus on providing excellent service to its customers.

Funding and Liquidity:

The Acquisition was partly funded via a £30 million institutional placing and subscription (effective 4 July 2024) and the issue of 6,150,911 ordinary shares ("Consideration Shares"). In addition to this, the remaining consideration was to be delivered through a deferred cash payment of £6,150,911, of which £6,150,911 has been paid since 31 December 2024 as detailed in Note 33.

The Group maintains a strong liquidity position, with cash and cash equivalents of £13.4m at 31 December 2024 (30 June 2024: £6.5m).

Capital and Reserves

As mentioned above, the Company raised £30 million from institutional placing and subscription in the period. Shareholder Funds grew from £1.8m at 30 June 2024 to £40.3m at period end.

The Group's regulatory capital reserves for its regulated subsidiaries are continually monitored. At 31 December 2024, in aggregate, surplus capital balances in the Group's regulated entities amounted to 295% of the capital requirement.

Key Performance Indicators

The Group uses Key performance Indicators ("KPIs") to measure and report progress against our strategic objectives. These KPIs are reviewed at least annually, and the primary measures are shown below.

Group KPIs are shown here for the 6 month period to 31 December 2024. Comparative numbers are shown for the preceding 12 months to 30 June 2024, to align with the mandatory prior period disclosure in the Group financial statements.

*Average of the surplus capital in the Group's regulated entities, above the regulated capital requirement, at the period end date.

The Group also uses Trading KPIs to monitor InvestAcc's operational performance, these are shown below.

Whilst the Company has owned InvestAcc since 9 October 2024, trading KPIs are shown here for the six-month period to 31 December 2024, which is consistent with the accounting period in these financial statements, and with pre-acquisition, comparator data for the preceding six months. This intended to provide clearer information to shareholders.

** SSIP and SSAS schemes at period end.

Treasury

The Group has adopted a treasury policy which is designed to maintain a strong liquidity position for its operational and growth requirements whilst also optimising the return on surplus funds. The treasury policy includes measures to mitigate financial risks, such as interest rate risk and credit risk, by diversifying investments and using financial instruments prudently. The policy is designed to ensure the Group meets legal and regulatory requirements in respect of capital and liquid assets.

In 2025 the Group has committed to a significant investment in its treasury capability. This will provide improved returns as well as operational efficiencies, for the benefit of the Group and its customers.

Dividends

The Board recognises the importance of dividends to investors, both as a key component of shareholder value creation and as a discipline on the business of the Company and the Group. The Company intends to adopt a progressive dividend policy at a time that the Group has capital available to return to shareholders.

The Acquisition was completed on 9 October 2024 and in March 2025 the Group has also announced the Acquisition of AJ Bell's Platinum book. The Group therefore plans to invest surplus capital to complete the Acquisition and integration of these businesses, in organic growth and further acquisitions in the coming months. The Board will continue to consider the retention of sufficient capital for investment in the Group's ongoing growth, before announcing a dividend policy and proposing any dividend payment.

Statement of Going Concern

These Financial Statements have been prepared on a going concern basis, which assumes that the Company and the Group will be able to continue their operations and meet their liabilities as they fall due. The Directors have considered the financial position of the Company and the Group, and have reviewed forecasts and budgets for a period of at least 12 months from the date of approval of these Financial Statements.

The Directors have considered the impact of the proposed acquisition announced of the AJ Bell Platinum book in March 2025, including the associated funding and its impact on the Group's future liabilities and cash flows. Should completion of this acquisition occur as planned, the Group has sufficient resources to complete the Acquisition and operate the enlarged Group. Should completion of this acquisition not occur, the Group has sufficient resources to continue delivering its strategy through other M&A opportunities.

At 31 December 2024 the Group had net assets of £40.3m (30 June 2024: £1.8m) and cash balances of £13.4m (30 June 2024: £6.5m).

The Directors have also considered the macro environmental factors impacting the UK economy and the Group's target market, in making their assessment of the Group's ability to continue as a going concern.

Based on their review, the Directors believe it is reasonable to expect the Company, and the Group, will be able to continue operations and meet their liabilities as they fall due. The Directors have concluded that there are no material uncertainties related to the going concern status of the Company or the Group and therefore these Financial Statements have been prepared on a going concern basis.

Viability Statement

In accordance with provisions of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company and the Group over a three-year period. This assessment has been made taking into account the current position of the Group, the principal risks facing the business, and the effectiveness of any mitigating actions. This assessment has been made with reference to the Group's strategy, cash flow forecasts and financial position, as well as its ability to meet both short-term and long-term liabilities.

The Directors believe that the Group is well-positioned to continue operations over the next three years. Key factors influencing this conclusion include:

· Balance sheet strength: the Group has a strong balance sheet with adequate liquidity and cash reserves.

· Robust business model: the Group has a well-defined strategy supported by a compelling market opportunity.

· Risk mitigation strategies: the Group has identified and is actively managing its key risks, including financial, operational, and market risks.

· Stress testing: the directors have performed scenario analyses and stress tests, considering severe but plausible adverse conditions. In these scenarios the Group maintains its ability to meet its obligations as they fall due.

Based on this assessment, the directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.

Risk Management

Risk culture

There is a strong risk aware culture across the Group, which is based on open communication, transparency, informed decision making, leadership and clear accountabilities.

The Group takes a proactive approach to risk management with processes that are embedded within the organisation. These are supported by a strong compliance function which communicates, advises and supports the business in applying the risk and compliance framework and supporting policies and procedures. This includes developing and implementing computer-based training and in-person training, where appropriate. Consumer Duty has been embedded across the business, ensuring that consistently positive customer outcomes remain integral to all processes.

Risk appetite

In order to support our growth plans, the Group's risk appetite framework will be enhanced to provide further comfort that key risks are identified, monitored and controlled. This will help to ensure that the Board remains actively engaged, and will outline the boundaries of acceptable risk taking for each risk category and highlight where there is a greater or lesser appetite for risk. This includes acceptable limits within which the Group will operate, with the aim of achieving its corporate objectives, with corresponding controls and key risk indicators.

Governance

The principal risks faced by the Group have been fully assessed and form part of the comprehensive group risk register, which is reviewed and updated by the Risk Committee at each meeting and summaries presented to the Board as required. The risk register sits alongside the risk and compliance oversight activity, which is reported to monthly governance meetings, the Risk Committee and to periodic Board meetings. Appropriate controls and mitigating actions have been identified and are tracked through the governance meetings. Where further actions are identified, they are tracked by management through to completion.

Risks and uncertainties (including emerging risks)

The Board is committed to further enhancing the Group's risk management framework in order to support the strategic plans for growth. This will ensure that the business continues to identify new and emerging risks and put in place an effective mitigation activity.

Whilst we are proactive in identifying emerging risks and changes to the profile of existing risks, there remain a number of potential risks to the Group that could impact the ability to successfully deliver the Group's strategy. Emerging risks are primarily identified through horizon scanning from an external perspective and customer and staff engagement internally. Once potential risks are assessed, mitigating actions are agreed and, where appropriate, these risks are added to the risk register and tracked through the governance structure. The principal risks and uncertainties facing the Group are outlined below, along with the mitigating actions and controls.

Internal control framework

The Group maintains a robust internal control framework that encompasses detailed policies and procedures across all functions, and continuous monitoring of compliance with regulatory requirements. Our internal controls are designed to identify and manage risks effectively, to ensure compliance with applicable laws and regulations, and to provide reliable financial reporting and operational processes.

The Group's monitoring of KPIs relating to service standards, service performance, complaint levels and consumer outcomes all support the assessment that InvestAcc's administrative controls are effective. These KPIs are reported to and overseen by the relevant subsidiary Boards. Whilst the existing governance and control processes are proportionate for the current business, there is a commitment to enhance the risk, governance and control framework further in 2025 in order to support the Group's growth plans.

The financial control framework includes robust financial policies and procedures, oversight by the Group of each subsidiary's financial operations and performance, and continuous monitoring of compliance with regulatory requirements. Since the Acquisition of the InvestAcc businesses in October 2024, an increased level of third-party day to day accounting support has been provided. In addition, further financial controls have been implemented in banking, payroll and management reporting in line with the Group's policies. 

As at the balance sheet date we have not identified any material controls which have not operated effectively and there were no material issues previously reported.

As highlighted under risks and uncertainties, emerging risks are primarily identified through horizon scanning from an external perspective and customer and staff engagement internally. Once potential risks are assessed, mitigating actions are agreed and, where appropriate, these risks are added to the risk register and tracked through the governance structure. Given the information included in this report covering risk management and the Group's internal control framework, the Board are satisfied that the Group has in place effective material controls as at the 31 December 2024.

Chairman's introduction to Governance

Introduction

The following pages set out our approach to governance and how the Board and its committees operated during the six month period to 31 December 2024.

The Directors are responsible for the Company's day to day management, which includes, among other things, formulating strategy and policies, and setting and achieving the Company's objectives. Each Director has a duty to the Company in exercising their powers or performing their duties, to act honestly and in good faith and in what the Director believes to be in the best interests of the Company and for a proper purpose. From the date of appointment of the INEDs on 16 October, the Board established committees to support the Board. Further details of these committees, their responsibilities and activities in the period are set out within these Financial Statements.

The Board is responsible for the governance structure of the Company, and we believe that our clear governance framework enables the Board to operate effectively and support the delivery of the Company's strategy.

Our Board

We believe it is important that we have the right balance of skills, knowledge and experience on our Board to lead the Group.

On 16 October 2024, we announced the appointment of three INEDs: Giovanni Castagno, who has assumed the role of Senior Independent Director, Helen Copinger-Symes, who has assumed the role of the workforce director, and Martin Potkins. 

These appointments strengthen the Company's governance arrangements and provide the Board with highly credible and experienced independent Directors who provide expertise in areas critical to the Company as it seeks to execute its stated strategy.

On the appointment of the three INEDs, the Board adopted the UK Corporate Governance Code and established the Board Committees. Further details on our compliance with the UK Corporate Governance Code is included within the Governance Report.

Our Culture

The Board is responsible for establishing the Company's culture and assessing and monitoring how the desired culture has been embedded.

We foster a culture of openness, transparency and trust to facilitate an environment where ideas, opportunities and challenges are freely and constructively discussed and where every member of the team is empowered to contribute to our success. We are driven by achieving our stated strategy and delivering the best outcomes and services for our customers and all our stakeholders, including our customers and our shareholders.

During the Acquisition process, we met regularly with the InvestAcc management team. Throughout these initial interactions, it was clear that InvestAcc's corporate culture is very much aligned with our own: one of integrity and focus on delivering the highest quality of service to customers. This is demonstrated through InvestAcc's exceptionally high customer retention rate and multiple industry awards.

We believe that our culture provides us with the foundation upon which we will continue to build as a firm, creating an environment for people to thrive and whereby we will continue to grow, innovate and excel.

Helen Copinger-Symes in her role as Designated Workforce Director will, through her interactions with the Board, executive management and the wider team, better understand how culture is embedded throughout the Group and provide a conduit to ensure that culture aligns with the Company's strategic ambitions.

Our Governance Structure

Our governance framework and a clear division of responsibilities enables the Board to operate effectively, fulfil its responsibilities and provide valuable oversight.

Whilst the Board reserves certain responsibilities which are set out in the matters reserved for the Board, day to day management of the Group has been delegated to the Group Chief Executive Officer, who is supported by the Executive Committee.

The Board has established five Board committees (an Audit Committee, a Risk Committee, a Nomination Committee, a Remuneration Committee and a Disclosure Committee) which operate under Terms of Reference which are available on our website at: https://investaccgroup.com/about-us/Corporate-Governance/default.aspx

The Composition of these committees is as follows:

I am the Chair of the Board, the Senior Independent Director ("SID") is Giovanni Castagno, and the Designated Workforce Director is Helen Copinger-Symes.

The roles and responsibilities of the Chair, the SID, the Designated Workforce Director, each of the committees, the CEO and management of the underlying operating business, have been set out in writing and agreed with the Board and are set out in the roles and responsibilities document which is reviewed on an at least an annual basis by the Board.

The Disclosure Committee is set up to ensure accurate, timely, and compliant communication of material information to stakeholders, in compliance with our obligations under MAR and overseeing the process by which information that is likely to have a significant impact on the Company's financial instruments is disclosed publicly.

The roles and responsibilities for each of the Audit Committee, Risk Committee, Remuneration Committee and Nomination Committee are set out in pages 29 to 37 of these Financial Statements.

An overview of the roles and responsibilities of the Board, SID, Designated Workforce Director and Company Secretary are included in the Governance Report.

My Role as Chair

As the Chair, I provide leadership to the Board, ensuring its effectiveness and alignment with the company's purpose, values, and strategy. I set the Board agenda, with a focus on strategy, performance, and accountability, while fostering a culture of openness, integrity, and constructive debate.

I oversee the Company's governance framework, ensuring it aligns with best practices and supports value creation. Through effective leadership of Board meetings, I facilitate collaboration amongst the directors, and ensure decisions are well-informed and timely. I also strive to collaboratively manage relationships with the CEO, other Directors, and key stakeholders, promoting trust, respect, and mutual understanding.

We are conscious of the need to continue to assess and monitor the composition of the Board and regularly review and reconsider a skills matrix to ensure that the Board is fit for purpose for the Group's activities as they are now, and as they evolve. Once the current Board has worked together for a period of time, we will consider the best method of assessing Board effectiveness and areas where Board interactions or composition can be further improved or enhanced.

Stakeholder engagement is central to the role, and we are committed to maintaining regular dialogue with shareholders, employees, and other stakeholders to understand their concerns and ensure their views are reflected in decision-making.

Looking ahead: 2025 governance priorities

As a Board we are committed to continuing to evolve our governance structure to best meet the needs of the business as it develops and continues to execute its strategy. Accordingly, the Board will:

- Continue to critically evaluate acquisition opportunities and seek a pipeline of highly attractive targets, applying rigour to the assessment of suitability, diligence, risk and pricing. Ensure appropriate skills, capacity and experience to successfully integrate the targets identified, and embed oversight at Board level of the operations of those processes.

- Continue to challenge the composition of the Board as the business evolves over the coming year to ensure it provides the skills, experience and expertise required to support the business in its strategy execution.

- Evaluate the Board's performance and look to identify areas to improve or enhance, be that through information flows, composition or training, for example.

- Embed the operation of the Board's committees, ensure open and regular dialogue between the committee Chairs and their executive management counterpart, enhance the annual cycle of the committees and further enhance the detail and information flows most relevant to each committee in its operation.

- Consider, understand and, where required, formalise information flows required to meet the enhanced disclosure requirements under all applicable rules and regulations impacting the Company, for example, in respect of ESG matters, and further develop internal policies and procedures to support these requirements.

- Encourage open and regular dialogue with shareholders and other stakeholders to ensure a thorough understanding of the business and its activities over the coming year.

Roles and Responsibilities

Board

The Board is responsible for promoting the long-term, sustainable success of the Company through seeking to generate value for shareholders while fulfilling responsibilities to all our stakeholders. This includes setting the Group's strategic priorities and monitoring management's performance against those priorities, setting the Group's risk appetite and ensuring effective controls are in place, monitoring compliance with corporate governance principles and upholding the purpose, culture, values, and ethics of the Company.

SID

The SID supports the Chair and Board, acting as a sounding Board and intermediary for directors and shareholders. The SID ensures the Chair considers shareholder views, focuses on succession planning, and leads the Chair's performance evaluation. They chair meetings without the Chair present, particularly for appraisals or succession discussions, and are available to shareholders for unresolved concerns. Giovanni Castagno is keen to develop relationships with shareholders and engage with them over the coming year.

CEO

The Group CEO has overall accountability for the development and execution of the Group's strategy in line with the policies and objectives agreed by the Board, as well as the operational effectiveness and profitability of the Group. The Group CEO leads the Executive Committee. Will Self has been in the role of CEO since 6 June 2023 and led the executive team through the Acquisition and subsequent integration with the Company. Will has driven the expansion of the executive team, the identification of further M&A opportunities and development of the enlarged group's culture and values.

CFO

The Group CFO is responsible for the financial affairs of the Group whilst supporting the Group CEO in the development and execution of the Group's strategy. James Pearce joined on a fixed term contract and served as CFO of the Group from 23 May 2024 to 20 December 2024, supporting the Company through the Acquisition. The Company appointed an interim CFO, Marcus Holburn, for the period from James' departure until the commencement of the permanent CFO, Vinoy Nursiah, who joined the business on 1 April 2025. 

Company Secretary

Antoinette Vanderpuije is Company Secretary of the Company. The Company Secretary supports the Board of Directors in ensuring the Company's ongoing compliance with legal and regulatory requirements, including the Company's adherence to the UK Listing Rules. The Company Secretary is the primary advisor to the Board on governance matters, supporting the Company with its compliance with the UK Corporate Governance Code and the ongoing management of a corporate governance framework and annual calendar. On a day-to-day basis, the Company Secretary's responsibilities include organising and minuting Board, committee and shareholder meetings, maintaining statutory records, and supporting Directors through inductions and training as well as managing regulatory filings, market announcements, and insider lists. Additionally, the Company Secretary provides strategic and administrative support for corporate transactions, liaises with stakeholders, and ensures the company remains informed of, and compliant with, evolving legislation and best practices.

UK Corporate Governance Code

The Board is committed to maintaining high standards of corporate governance and has resolved that the Company will comply with the UK Corporate Governance Code, so far as practicable, during the period and on an ongoing basis. The Company has adopted the 2024 UK Corporate Governance Code, which was published by the FRC in January 2024 and is available at https://www.frc.org.uk.

Details and explanations of non-compliance with the UK Corporate Governance Code are set out below:

The Chair is not independent

Provision 9 of the UK Corporate Governance Code recommends that a Chair should be independent on appointment. The independence of a Chair is assessed against criteria set out in Provision 10 of the UK Corporate Governance Code which includes, amongst other things, whether a Director participates in a company's share option or performance related pay scheme. On appointment, the Company's subsidiary issued me with incentive shares pursuant to a long-term incentive plan ("LTIP") and therefore the Board does not consider me as independent on appointment.

Remuneration for Non-Executive Directors includes share options

Provision 34 of the UK Corporate Governance Code recommends that the remuneration for Non-Executive Directors should not include share options or other performance-related elements. The Company's subsidiary has issued incentive shares pursuant to its LTIP to myself (as noted above) and James Corsellis. In the case of James Corsellis, his interest in incentive shares is held indirectly through his interest in Marwyn's long term incentive vehicle, Marwyn Long Term Incentive LP ("MLTI").

No discretion in relation to LTIP outcomes

Provision 37 of the UK Corporate Governance Code recommends that remuneration schemes and policies should enable the use of discretion to override formulaic outcomes. The terms of the LTIP, as described in note 29 to these Financial Statements, will result in remuneration being awarded based on pre-determined formulas, and therefore, there is no discretion in relation to LTIP outcomes.

The Chair of the Remuneration Committee has not previously served on a Remuneration Committee 

Provision 32 of the UK Corporate Governance Code recommends that before appointment as chair of the Remuneration Committee, the appointee should have served on a Remuneration Committee for at least 12 months. Helen has not previously served as a member of a Remuneration Committee, and therefore the Company is non-compliant with this provision of the UK Corporate Governance Code. The Board is however satisfied that Helen has the experience and skills required to perform this role and the Company is supporting Helen in this position, having also enrolled Helen in a Remuneration Committee workshop and update session.

Board Effectiveness

The Board is determined to maintain the highest standards in the way we work and so have committed to undertake an annual assessment of effectiveness. The Nomination Committee along with the Chair are responsible for putting in place a formal and rigorous annual evaluation of the performance of the Board, its committees and individual Directors. Given that the completion of the InvestAcc Acquisition took place in October 2024, with the appointments of three INEDs shortly thereafter it has been agreed that the first Board effectiveness review will take place in Q3 2025. The results of the Board Effectiveness review are to be discussed at the subsequent meeting of the Board, and the results of the Board Effectiveness review, alongside the recommendations and any implemented changes will be outlined in the 2025 annual report.

Induction, training and development

As part of the appointment process of the three INEDs in October, the Chair oversaw a tailored and detailed induction process. As part of which, each of the proposed Directors received materials on the Group and attended a day's induction session which included meetings with the Chair, Executive Management, Company Secretary and Broker.

We are committed to supporting the continued development of all our staff, and this includes the Board and executive management team. We have so far arranged training for Helen, to support with her role as Chair of the Remuneration Committee.

Board Diversity

We are committed to fostering a diverse and inclusive Board that reflects the broad perspectives, experiences and skills required to effectively guide our business and create sustainable value for all stakeholders. Diversity is a key component of our governance framework, supporting better decision-making while aligning with our values and stakeholder expectations.

We acknowledge that we have not yet met the recommended targets for Board diversity as outlined by the FCA, given that our Board is majority male, with the roles of CEO, CFO, Chair and SID all being held by males and no Directors being from an ethnic minority, as at the balance sheet date. Vinoy Nursiah is of Asian and Asian British ethnicity and joined the Board of Directors as CFO on 1 April 2025. Board and senior management diversity is something that we are committed to improving over time, and diversity of the Board and the workforce of the wider group is a matter for review over the coming twelve months, along with the design of a Diversity Policy as noted in the Nomination Committee Report on page 34. A Diversity Policy has not yet been put in place, given the short period of time from the completion of the Acquisition and the appointment of the INEDs and the period end. Disclosure requirements specified under UK Listing Rule 22.2.30R(2) are included in the Directors' Report.

The Company had committed to enhancing its governance arrangements and INEDs to the Board at or around the point of Acquisition. As part of the recruitment process for these appointments, a skills matrix was prepared, which identified the strengths and areas of expertise of the existing Board and management team as well as the skills gaps. This matrix formed the basis of the recruitment process, which was very much focussed on recruiting Board members who had the requisite experience, expertise and skills needed to enhance the Board and support the Company in its strategy execution.

ESG

ESG is the responsibility of the Board, and is included on the Board standing agenda, to facilitate Board level discussions on a regular basis. The timing and nature of these discussions is set out on the Board governance calendar.

As mentioned in my Chairman's Statement on page 5, as we evolve, we intend to build an environmentally sustainable business. We recognise the importance of having in place a wider ESG strategy and adopting an ESG framework to enable the Company to provide comprehensive disclosures in this regard. Given the short period of time since the Acquisition, the Company is very much at the start of its ESG journey and the Company's ESG strategy is a Board matter, to be considered at regular intervals over the coming year.

We recognise that under the UK Listing Rules it is expected that listed companies will have adopted the Task Force on Climate-related Financial Disclosures ("TCFD") and include climate related financial disclosures consistent with the TCFD recommendations and provide its recommended disclosures in the annual report.

Given the very short timeframe since the Acquisition, the Company has not yet designed its ESG Strategy. As previously noted, the Directors are committed to doing so, and over the coming year this will be an area for development. The Directors are aware of the evolving regulatory landscape, and the expected adoption of the first two standards issued by the International Sustainability Standards Board ("ISSB") in the UK of IFRS S1: General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2: Climate-related Disclosures.

Communication with Shareholders

It is very important to us that the Board engages with the owners of our Company. During the year, as part of the fundraise process we undertook a roadshow and met with the shareholders that subscribed for shares as part of the placing. The placing was completed through the issuance of shares to both new shareholders, as well as the issuance of additional shares to a number of the Company's shareholders that had been invested in the business since IPO.

The Company will continue to meet and interact with its shareholders during key points in the reporting process, such as following the release of its Financial Statements and interim accounts. Giovanni Castagno, in his role as SID, is also available as needed for discussions with shareholders.

The Company's first annual general meeting ("AGM") will be held prior to 9 April 2026. The Board will attend the AGM, and we are all looking forward to meeting with our shareholders and using this as an opportunity to hear their views and answer their questions.

Wider Stakeholder Engagement

The Board is committed to considering not only the immediate interests of shareholders, but also the interests and impact that the Company may have on wider stakeholders including:

i. the likely consequences of decisions in the long-term;

ii. the interests of our employees;

iii. the need to further the Group's business relationships with suppliers, customers and others;

iv. the impact of the Group's operations on the community and the environment;

v. the desirability of the Group to maintain a reputation for high standards of business conduct; and

vi. the need to act fairly.

The Group operates in a regulated industry where customer outcomes are paramount. Our employees are fundamental to the Group's ability to deliver the exceptional customer service expected of InvestAcc, and our employees are supported by the Group's suppliers. The Board understands the interdependencies of the Group's wider business relationships, is mindful of the impact the Group has on the community and environment and remains cognisant of maintaining and continuing to enhance the Group's reputation in the market based on excellent customer experience.

Our shareholders

The Board believes that by executing our strategy and delivering for our customers, we can deliver our full potential for our shareholders.

During the period, the Company completed its platform Acquisition, which was partly funded by a £30 million institutional subscription and placing. As part of the Acquisition process, the Company's Directors and management engaged with potential shareholders in respect of the Acquisition opportunity and longer-term strategy of the enlarged Group. Since the completion of the Acquisition, the Company has continued to progress its stated strategy, as disclosed in more detail in the Chairman's Report and CEO Report. The Directors have communicated with shareholders via RNS announcements and are available to meet with shareholders as required. The Board is committed to maintaining regular dialogue with shareholders.

Customers

As disclosed in the CEO Report, our business is recognised for the quality of service it continues to deliver to its clients year on year as demonstrated by the awards the InvestAcc business has won. Customer satisfaction and customer retention are critical to the long-term sustainable prospects of the Group.

Information on customer retention is considered a key performance indicator, as set out in the Management Report and therefore reported to the Board at each periodic meeting and recent retention rates remain consistently positive.

The Board continues to be kept informed on how management of the underlying regulated businesses are embedding Consumer Duty, ensuring that consistently positive customer outcomes remain integral to all processes.

Workforce

We consider the engagement of our workforce to be a critical element of good governance, and we want to ensure that we have in place an open and transparent dialogue with our workforce which enables the perspectives, needs and concerns of our staff to be part of our Board discussions, and therefore, considered as part of our strategic decision making.

Following the Acquisition, Group management have met regularly with the senior InvestAcc team at their offices in Carlisle. Group management have also held our first town hall with the wider InvestAcc team in person in Carlisle. It was important for the Group that this be held shortly following the Acquisition, as an opportunity for management to share the Group's strategy and vision, as well as meet the staff individually and encourage a forum of openness and transparency, initiating and encouraging a dialogue between management and the workforce.

We have recently appointed Helen Copinger-Symes as the Designated Workforce Director. The Dedicated Workforce Director is to be a bridge between the workforce and the Board, strengthening the voice of our workforce at Board level.

Looking ahead to 2025, Helen will engage with the workforce on key areas, such as the group remuneration policy, and diversity and inclusion as the Company looks to develop and implement its strategies and policies in these areas.

Regulators

We have an open, constructive and transparent relationship with the FCA. We also take a proactive approach to ensure the FCA remain informed regarding our strategy and any potential M&A activity.

Community and environment

The InvestAcc business has developed strong ties to its community. During 2024 they continued to support the local football team in Carlisle and held a number of charity events raising money for both Macmillan Cancer Support and a local charity Eden Valley Hospice. As mentioned above, the Company is committed to building an environmentally sustainable business and intends to develop a wider ESG strategy and adopt an ESG framework in 2025. As part of this work, the Company is looking forward to building on and nurturing the community relationships developed by the InvestAcc team.

Suppliers

Our suppliers are critical to our business and the long-term success of the Group. We have in place a supplier onboarding process and undertake a periodic review of our suppliers. During 2025, our supplier onboarding and review policy will be reviewed by the Risk Committee and enhancements to our procedures in this area made, in line with our ongoing review and enhancements to our risk management processes.

Looking forward

The Board is committed to fostering strong engagement with its shareholders. Looking ahead, the Board will consider and balance, the views and interests gained through its stakeholder engagement, as well as the need to promote the long-term success of the Group.

Board and Committee attendance

Since adoption of the UK Corporate Governance Code, and establishment of the Board committees, the Company held one periodic Board meeting in the period to 31 December 2024, as well as one Remuneration Committee, Audit Committee, and Risk Committee meeting. 2025 Board meetings are scheduled and diarised, with a minimum of 8 meetings intended to be held during the year. All Board and committee meeting members attended the respective meetings.

One Disclosure Committee meeting was also held in the period to 31 December 2024.

A further ad-hoc meeting was held in respect of the Board changes in December 2024 and following discussion with the full board, the formal approvals were delegated to Mark Hodges and Will Self.

Audit Committee Report

Introduction

As Chair of the Audit Committee, I am delighted to present my inaugural report to shareholders and set out the activities of the committee since its establishment on 16 October 2024. Whilst only a short period of time has elapsed since establishment, the committee has worked closely with the executive team to develop a thorough understanding of the financial policies, procedures and processes throughout the Group, including planned enhancements to these over the coming year. We have considered, and recommended to the Board, the proposed change in year-end for the Group to 31 December and have been involved in the audit process from the planning stage through to completion. Set out in this report is a summary of our roles and responsibilities, our activities in the period and our key priorities for 2025.

Committee Membership

- Martin Potkins (Chair)

- Giovanni Castagno

- Helen Copinger-Symes

All committee members are independent, and all three members attended the one committee meeting held in the period from establishment to the year-end date. On an ongoing basis, we intend to meet at least four times a year, at the appropriate times in the financial reporting and audit cycle.

The biographies of the Audit Committee members are included on pages 27 and 28.

Roles and Responsibilities

The Audit Committee has responsibility for, among other things, the monitoring of the integrity of the Group's financial statements and the involvement of the auditors in that process. We focus in particular on compliance with accounting policies and reviewing internal financial controls. We also advise on the appointment of the external auditor and focus on ensuring the effectiveness of the external audit, including considering the scope of the annual audit. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly report remains with the Board.

2024 inaugural activities

The Audit Committee was established on 16 October 2024, during the short period to 31 December 2024, the committee has:

- Reviewed and approved its Terms of Reference

- Reviewed and considered the Finance Improvement Plan which had been prepared to capture any low-risk due diligence findings which were not addressed pre acquisition by the InvestAcc business, along with some more general financial control and operations enhancements to align group operations. The majority of the identified actions have been implemented within the period to 31 December 2024, and the committee will continue to monitor the resolution of the remaining low risk matters.

- Approved the updated Financial Position and Prospects Procedures Memorandum ("FPPP"). The FPPP was initially prepared as part of the acquisition of InvestAcc and has subsequently evolved to reflect the changes to Group such as enhancements to financial controls and updates to the Company's Board and governance framework.

- Approved the change in Group year end to 31 December. The change in year end is now aligned across the Group and also is reflective of the financial reporting calendar of the wider industry, which is important to the Company from an investor relations perspective.

- In respect of the financial year 2024 audit and reporting process, the committee has:

o  Considered the financial reporting and audit requirements across the group and approved the adoption of a combination of IFRS and FRS 101.

o  Approved the audit timetable and has monitored the audit work completed pre year end

o  Monitored the progress of the PPA workstream, and its interaction with the audit timetable

o  Reviewed and approved the Group audit engagement letters, including audit scope and fees

- Considered the enlarged group's VAT position and the design and implementation of managed services agreements.

2025 priorities

During the period to the date of this report, the committee has continued to oversee the audit and reporting process and in relation to this has:

- Considered the key accounting estimates and judgements and reviewed and input into key accounting papers, including the completion of the PPA workstream and associated reporting.

- Met with the audit partner to discuss the audit process and contents of the audit findings report.

- Reviewed and recommended approval of the annual report and financial statements, Audit Committee report, and associated documents such as the management representation letter to the external auditors.

For the remainder of 2025, the committee will:

- Review the integrity and accuracy of the Company's financial reporting processes.

- Monitor the effectiveness of the systems of internal control over financial reporting that support the integrity of the Company's and the Group's financial disclosures.

- Continue to monitor the implementation of the Finance Improvement Plan and consider any further enhancements, specifically in relation to the acquisition of further businesses.

- Consider the need for an internal audit function.

- In relation to the 2025 interim financial statements;

o  Consider the interim financial statements reporting timetable and review and consider the contents of the interim accounts

o  Consider the impact on the Company's financial reporting of any further M&A

o  Perform an annual review of the effectiveness of the Group's external auditor

o  Prepare for the 2025 financial year, including enhancement of the Company's ESG reporting in line with its ESG strategy

The committee are aware of the impact that an active M&A agenda will have on the financial reporting processes and controls and ultimately the level of disclosure required in the Group's financial statements to ensure that the information presented to shareholders is clear, balanced and understandable. The committee will work with management to both support and provide challenge throughout the year in respect of its areas of responsibility.

Internal Audit

Given the Group's size and the nature of its operations, it has been determined that an internal audit function is not required at this time. The existing control environment is considered proportionate to the scale and complexity of the business, with robust oversight and review processes in place to provide sufficient assurance over key financial and operational controls. The requirement for an internal audit function, or the support of a third party to provide internal audit testing is to be considered periodically by the committee and will be assessed during 2025 as set out above.

Audit Tenure

The committee is responsible for overseeing relations with the external auditor, including the proposed external audit plan and the approval of fees. The committee will assess the independence and effectiveness of the external auditor each year and will make a recommendation to the Board on their appointment or re-appointment. The committee will first undertake this review in 2025.

The Company's auditors are Baker Tilly Channel Islands Limited, who have been the Company's auditor since 2022.

Auditor Independence

The committee has assessed the implications of certain non-audit services received from a network firm of the external auditor, to ensure their independence & objectivity remained appropriate. The committee noted that MHA Macintyre Hudson LLP ("MHA"), acted as Reporting Accountant on the historical financial information for the underlying subsidiaries, and also provided financial and taxation due diligence services for the Acquisition. The committee and the auditor have considered this and have considered the FRC's independence requirements and satisfied themselves that:

· these services are listed as allowable non-audit services; and

· the safeguards applied by the independent auditor are sufficient to ensure their independence and objectivity are not compromised.

Martin PotkinsChair of the Audit Committee23 April 2025

Risk Committee Report

Introduction

The Risk Committee has, since establishment, been focussed on understanding the risk profile of the business, its current position, the intended evolution of the risk management function, processes and controls and the impact on risk of future M&A activity.

Over the past few months, the committee have worked alongside executive management, considered the detailed due diligence performed as part of the Acquisition process and challenged the approach to risk identification, management and mitigation to be employed by the Group, both in its current form and as the M&A agenda develops.

This report sets out a summary of our roles and responsibilities, our activities in the period and our key priorities for 2025.

Committee Membership:

- Giovanni Castagno (Chair)

- Martin Potkins

- Helen Copinger-Symes

All committee members are independent, and all three members attended the one committee meeting held in the period from establishment to the period-end date. On an ongoing basis, we intend to meet at least four times a year. 

Roles and Responsibilities

The Risk Committee will have responsibility for, among other things, advising the Board on risk appetite, tolerance and strategy (including the likelihood and impact of principal risks materialising, and seeking assurance on specific risks). The committee will also monitor the effectiveness of the enlarged Group's risk management and internal control systems (including overseeing and seeking assurance regarding the adequacy and effectiveness of processes and procedures to manage risk and the internal control framework).

The Risk Committee will also oversee and seek assurance on the effectiveness of management's own processes for monitoring and reviewing the effectiveness of risk management and internal control systems and ensuring corrective action is taken when necessary. 

2024 Inaugural Activities

The Risk Committee was established on 16 October 2024, during the short period to 31 December 2024, the committee has:

- Reviewed and approved of the committee's terms of reference

- Reviewed and challenged the design and implementation of an effective operating model for the Group risk function, which has been prepared by the Group's recently appointed Chief Risk Officer. This included the initial review and challenge of the current working drafts of key risk management documents, including:

o  Group risk register and severity matrix;

o  Risk and compliance maturity matrix and target risk management framework; and

o  Working draft of the risk appetite framework, including proposed approach to KRI reporting.

- Reviewed papers and considered the impact to the Group of upcoming changes to regulations, most notably looking at the risks and opportunities to the Group from Consumer Duty obligations, the FCA's Dear CEO letter dated 4 November 2024 for our sector and the Autumn 2024 Budget.

- Discussed, challenged and subsequently approved the approach to enhance the Group's policies and procedures, risk appetite formation and monitoring of the wider group adoption of these enhancements to existing practices.

2025 priorities

In the period from 1 January 2025 to the date of this report, the committee has:

- Reviewed regular KPI and KRI reporting, providing questions to the executive management team in this regard to ensure appropriate monitoring and response to changes in such metrics

- Considered the nature of the risk disclosures in the Group's annual report and discussed and approved the contents of the Risk Committee Report.

During the remainder of 2025, the committee will:

- Approve the Group's key risk management documents and continue to challenge and feedback to the executive management team on these to support their continual enhancement, including the:

o  enlarged group risk register and severity matrix;

o  risk and compliance maturity matrix and target risk management framework; and

o  risk appetite framework and KRI reporting.

- Monitor the impact and associated risks arising from changes to the macroeconomic, competitor activity and political environment, regulatory landscape and from global climate change.

- Oversee the current and projected future risk exposures of the Group, including determination of risk appetites and tolerances, reflecting, as appropriate the M&A activity of the Group.

- Provide effective oversight of the management of key areas of financial and non-financial risk, including customer, conduct, market, liquidity, cyber, data protection and data loss, regulation, operational resilience, investment, reputation and people risks.

- Review all risk related Group policies and procedures and monitor the implementation and roll out of these across the Group.

- Support the Company with the adoption of an ESG framework.

We, as a committee, are cognisant of the need for a robust risk management approach commensurate with the nature and activities of the Group today and as the Group will look in the future as it executes its "buy and build" strategy. The committee will provide both oversight of and challenge to the executive team, including the Chief Risk Officer, and, in response to our risk priorities, request focussed reviews and more detailed assessment of specific risk areas, being mindful of the changing regulatory landscape, consumer expectations and the M&A agenda. 

Giovanni CastagnoChair of the Risk Committee23 April 2025

Nomination Committee Report

Introduction

In the short period from the committee's establishment to the period end, the members of the committee have been involved in the recruitment process and decision making in relation to the appointment of the Group's permanent CFO, Vinoy Nursiah, alongside the resignation of James Pearce, as well as considering its terms of reference and its priorities for 2025.

This report sets out a summary of the committee's roles and responsibilities, our activities in the period and our key priorities for 2025.

Committee Membership:

- Mark Hodges (Chair)

- Giovanni Castagno

- Martin Potkins

- Helen Copinger-Symes

The committee is led by Mark Hodges, who is not considered independent, however, the remaining committee members are independent. All members attended the one committee meeting held in the period from establishment to the period-end date. On an ongoing basis, the committee intends to meet at least twice a year. 

Roles and Responsibilities

The Nomination Committee will have responsibility for, among other things, considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It will also be responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary, taking into account challenges and opportunities facing the Company and the skills and expertise that will be needed on the Board in the future. 

The Nomination Committee will meet as and when required, and at a minimum, at least once a year.

2024 inaugural activities

The Nomination Committee was established on 16 October 2024. The committee has in place a terms of reference and agreed a 2025 annual calendar setting out its key priorities and actions for the year ahead.

The committee was involved in the recruitment process undertaken in respect of the identification of candidates for the CFO role, including the appointment of an external recruitment agency to assist in the preparation of a long list. The committee Chair was responsible, alongside the CEO, for identifying the short list, and was involved in all interviews, from which two candidates were then considered in detail, both of whom met further members of the Board, before a preferred candidate was identified. The committee members considered a paper in respect of the appointment that had been prepared by the CEO, and confirmed their approval of the appointment, with the remuneration package being considered by the Remuneration Committee.

2025 priorities

During 2025, the committee will;

- Review the current skills matrix, and consider the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes.

- Consider the leadership needs of the business, both executive and non-executive.

- Consider the timing of the introduction of a group diversity and inclusion policy, including the gender balance of senior management and their direct reports.

- Consider the need for succession planning for the Company's Board, executive management team and the wider Group.

- Agree an approach for the inaugural Board evaluation review and the timing of this.

- Review and assess Board independence and the time commitments of the Board and make recommendations to the Board accordingly.

Mark Hodges Chair of the Nomination Committee23 April 2025

Remuneration Committee Report

Introduction

In the first few months since the establishment of the committee, the members of the committee approved its terms of reference and considered the committee's priorities in 2025. The committee has reviewed the performance metrics for the CEO's bonus for the period from 1 July 2024 to 31 December 2024 and commenced discussions in respect of the KPIs for the executive management team for the financial year 2025. The committee also approved the remuneration package for the appointment of the Group's permanent CFO, Vinoy Nursiah, alongside the terms associated with the resignation of James Pearce.

This report sets out a summary of the committee's roles and responsibilities, its activities in the period and the key priorities for 2025.

Committee Membership:

- Helen Copinger-Symes (Chair)

- Martin Potkins

- Giovanni Castagno

All committee members are independent, and all three members attended the one committee meeting held in the period from establishment to the year-end date. On an ongoing basis, we intend to meet at least four times a year. 

Roles and Responsibilities

The Remuneration Committee are responsible for designing the Directors' Remuneration Policy and setting the remuneration for the Chair and executive directors, including approving the objectives, terms of appointment and the performance KPIs of the executive directors. On an ongoing basis, the Remuneration Committee shall review and consider the ongoing appropriateness of the Directors' Remuneration Policy, oversee workforce remuneration and related policies and review the design of all group share incentive plans for approval by the Board as and when required.

2024 inaugural activities

The Remuneration Committee was established on 16 October 2024. During the short period to 31 December 2024, the Committee has:

- Reviewed and approved the committee's terms of reference.

- Reviewed and discussed the remuneration related decisions that were made prior to the establishment of the Remuneration Committee and the rationale and background to each of these, including the remuneration packages and contractual terms of the Group's management team.

- Discussed the change in financial year end of the Group and the change in period upon which the senior management team's remuneration package will be reviewed to align this with the change in the Group's year end. The Remuneration Committee resolved to approve a short period of six months to 31 December upon which to review the performance of the CEO, with discussions commenced in relation to the 2025 performance metrics for the management team.

- Discussed in detail the draft CEO KPIs for the six-month period to 31 December 2024, and how these should evolve going forward to reflect the business's strategic purpose.

- Discussed and agreed the timing of bonus payments of senior management, reflective of the change in financial year end.

- Discussed the need for a plan to create and evolve workforce related policies.

- Considered the proposed remuneration package for the new Group CFO, including re-allocation of incentive shares under the existing LTIP, and the termination provisions in respect of the resignation of James Pearce.

2025 priorities

During 2025 to date, the Committee has:

- Approved the CEO performance metrics for the shortened period to 31 December 2024, reviewed the performance assessment against these objectives and determined the bonus payment, payable March 2025.

- Reviewed and approved the CEO and CFO KPIs for the twelve-month period to 31 December 2025, alongside overseeing the performance metrics for the remaining executive management team.

- Reviewed senior managements' bonus payments for the shortened period to 31 December 2024 and their KPIs for the twelve-month period to 31 December 2025.

During the remainder of 2025, the Committee will:

- Review and discuss documentation on the organisational values and culture in the underlying operational business

- Design and implement a Directors' Remuneration Policy

- Oversee the development of workforce related policies.

- Consider appropriate long term incentive arrangements for the wider Group.

Looking to the year ahead, the committee will design a Directors' Remuneration Policy that is aligned to the Company's purpose and values and clearly linked to the successful delivery of the Company's long-term strategy. The committee are cognisant of the importance of putting in place a policy which attracts, retains and motivates executive management. The Remuneration Committee will also oversee the development of the Group's workforce related policies, ensuring alignment to the Company's newly designed Directors' Remuneration Policy.

Helen Copinger-SymesChair of the Remuneration Committee23 April 2025

Remuneration Report

Introduction to Directors' Remuneration Report

The Remuneration Committee has only recently been established, and as disclosed in the Remuneration Committee Report, a key area of focus for 2025 is to design and finalise a Directors Remuneration Policy.

As a company incorporated in the British Virgin Islands, the Company is not required to prepare a Directors' Remuneration Report as required under the Companies Act. However, the Board do think that transparency and disclosure around Board remuneration is a key aspect to good governance and have therefore set out within this report relevant remuneration related information, noting that the Company only acquired the InvestAcc operating business a short period prior to 31 December 2024.

The purpose of this report is to communicate with our stakeholders the current remuneration philosophy of the Company and also detail the key contractual terms and remuneration paid to the Directors during the six-month period to 31 December 2024, given that the Directors' Remuneration Policy is not in place.

The remuneration philosophy of the Company is that executive remuneration should be aligned with the long-term interests of shareholders. The Company also believes that remuneration should be proportionate, transparent, performance based, encourage sustainable value creation and support the delivery of the business strategy by attracting, incentivising and rewarding the highest calibre personnel. This philosophy is reflected in our remuneration structure and also in how the Remuneration Committee design and approve the remuneration packages of our senior executive team.

The Board feels strongly that the Executive Directors' remuneration should be linked to the creation and delivery of attractive returns to shareholders. Although the Board feels it is important to remunerate key management appropriately through their basic pay and benefits at market levels commensurate with their peers, the Company also has in place an LTIP to provide an incentive that is aligned with shareholders' interests.

Long Term Incentive Arrangements

The Directors believe that the success of the Company will depend, to a high degree, on the future performance of its executive directors. Accordingly, the Group has put in place the LTIP, which will only reward participants if shareholder value is created ensuring alignment between shareholders and those responsible for delivering the Company's strategy.

Mark Hodges, Will Self and James Corsellis have a beneficial interest in the LTIP as disclosed in Note 29. The newly appointed Group CFO also has a beneficial interest in the LTIP.

The general principles of the LTIP align with our philosophy:

· Proportionate: the participation levels should be proportionate to the role being undertaken by the participants and reflecting the participants' value to delivering outstanding, sustainable shareholder returns;

· Transparent: the compensation structure and its associated terms should be transparent to investors and the impact of the scheme clearly communicated to investors on an ongoing basis;

· Performance Based: minimum performance criteria should be based on equity profits generated, taking into account all equity issuance over the lifetime of the relevant measurement period, subject to minimum preferred returns; and

· Encourage Sustainable Value Creation: incentive arrangements should be structured to encourage the creation of sustainable returns through long term vesting and performance measurement periods.

The Board strongly believes that such a clear and transparent incentive framework will be aligned with the Company's strategy for growth and provides a strong platform to incentivise key management for the future success of the Company. 

More detail on the LTIP is included in Note 29 of these Financial Statements. Details of the LTIP are also set out in the Company's prospectus dated 1 July 2024.

The Board will continue to consider whether further long term incentive arrangements should be put in place for the wider group.

Breakdown of Remuneration Earned

The below table sets out the remuneration of each Director during the period and prior year (where relevant):

1In the period to 31 December 2024, Will Self was awarded two bonus amounts as follows: (i) in respect of the Acquisition and related performance metrics, a bonus of £240,000, payable subject to completion of the Acquisition which occurred on 9 October 2024. Of this bonus amount, 75% was payable in the period, and 25% was deferred and is payable in July 2025. The deferred amount is included in accruals. (ii) a performance bonus for the period from 1 July 2024 to 31 December 2024 of £96,000, of which 50% was payable in March 2025, with the remainder payable in equal instalments in March 2026 and March 2027. The deferred amount is included in provisions as it is payable more than 12 months from the balance sheet date.

2James Pearce was employed on a fixed term contract. James Pearce resigned as director on 19 December 2024. Included in the Salary figure for James Pearce above is £84,333, which relates to payments in lieu of notice and £10,000 as compensation for loss of office.

Approach to Non-Executive Director ("NED") fees

Three INEDs were appointed on 16 October 2024 and James Corsellis entered into a revised Non-Executive Director service agreement relating to the period, in conjunction with the Acquisition of InvestAcc.

As part of the INED appointments and the revised agreement with James Corsellis, the Directors considered the market rates paid to NEDs across the industry, considered the nature of the Company's activities and additional roles and responsibilities associated with chairing committees.

Going forward, NED fees will be reviewed on an annual basis in line with market rates.

Director Service Contract Provisions

New Director and senior management service contracts are prepared alongside the Company's legal counsel and new practices/guidance are considered at the point these are drafted.

The appointment letters for all Directors set out clearly the notice period, and termination clauses and claw black provisions for each of the Directors. In all instances Directors are required to step down from their position should this be voted for by the shareholders.

The notice period for all INEDs is three months written notice. The notice period for Mark Hodges is two years following completion of the Acquisition, and twelve months thereafter. Will Self and James Corsellis both have a twelve month notice period.

The overall remuneration packages of the executive directors are considered appropriate for the role performed by each Director, their level of skills and experience, and the intention of the Company to execute its stated strategy. In order to attract and retain the highest calibre of individual to perform these roles, it is essential that their remuneration is competitive in the industry and that it is also provides appropriate short and long term reward, aligned with shareholders and wider stakeholders, based on the strategy of the Group. 

Key Remuneration Decisions made during the period

During the period, key remuneration decisions were made in respect of the following:

- The appointment of Vinoy Nursiah. Vinoy joined the Company as CFO on 1 April 2025. The terms of his employment were considered against market expectations for the role, the nature of his role with the Company and the alignment of the reward for his performance with the interests of shareholders. No amounts were payable to Vinoy until he commenced employment.

- Termination payments for James Pearce. Termination payments were agreed to be made to James in accordance with his employment contract following his termination date as set out in the table above. Such amounts have been accrued at the balance sheet date and amount to £107,351 including social security.

- Transaction bonuses for both Will Self and James Pearce in respect of the Acquisition amounting to £240,000 and £100,000 respectively. Such amounts were payable on completion of the Acquisition, with 25% of Will Self's bonus being deferred for payment until July 2025. 

- The performance bonus for Will Self, CEO. The metrics on which the performance bonus for Will Self would be determined for the period from 1 July 2024 to 31 December 2024, the monetary amount of such bonus being determined in January 2025 following completion of the period and assessment of his performance. As the bonus relates to the period to 31 December 2024, the bonus amount of £96,000 has been accrued at the balance sheet date, with it being payable over 3 years, with 50% payable in 2025, 25% in 2026 and 25% in 2027.

- The remuneration terms for the two further senior management appointments, James Keely as CRO and Allan Dibble as CCO. Their terms were considered in relation to market expectations for thoseroles, the role they will play for the Company and bonus provisions to align their performance with the strategic goals of the Company.

Director shareholdings and interests

Director shareholdings and interests are disclosed in the Directors' Report on page 45 with both Mark Hodges and Will Self owning shares in the Company. The Company has not yet set any minimum shareholding requirements for directors.

The Directors interests in the LTIP are detailed below.

LTIP

At the balance sheet date, Mark Hodges and Will Self were directly beneficially interested in the incentive shares of the Group. James Pearce had been issued 400 incentive shares on his appointment, however, in accordance with the terms of his subscription letter, on his resignation, he transferred his incentive shares back to the Company for £0.01 per share. James Corsellis is indirectly beneficially interested in the incentive shares of the Group through his interest in Marwyn Long Term Incentive LP ("MLTI"), Marwyn's long term incentive plan. 

Subject to a number of provisions which are detailed in Note 29, if the Preferred Return and at least one of the vesting conditions have been met, the holders of the Incentive Shares can give notice to redeem their Incentive Shares for ordinary shares in the Company ("Ordinary Shares") for an aggregate value equivalent to 20% of the "Growth", where Growth means the excess of the total equity value of the Company and other shareholder returns over and above its aggregate paid up share capital (20% of the Growth being the "Incentive Value"). 10% of the Incentive Value is attributable to the A1 Shares and 10% is attributable to the A2 Shares. The Company has the option to settle the exercise of incentive shares for cash, however, it is anticipated that they will be equity settled. The incentive shares have been accounted for as equity settled share-based payments as discussed in more detail in Note 29.

The table below sets out the number of incentive shares in which the Directors were interested, their respective share of the incentive scheme value, the date from which the shares can be exercised (note that in certain circumstances, incentive shares can be exercised before they have fully vested, such instances are detailed in Note 29), and their vested proportion at the balance sheet date based on the time elapsed since completion of the Acquisition and the year-end date, noting that the shares vest over the three years from Acquisition date. 

\* The above table does not include the 400 A1 Shares which had been issued on 22 May 2024 to James Pearce. On the 19 December 2024, the Company entered into a transfer agreement with James Pearce under which James transferred his 400 A1 Shares to the Company to be held in treasury. These A1 Shares were subsequently transferred to InvestAcc (BVI) Limited and cancelled on 31 January 2025. Therefore, at the balance sheet date, Mark Hodges, Will Self and the Company shared the remaining 10% of the Incentive Value attributable to the A1 Shares, based on their respective shareholdings. In relation to his appointment, it was intended that Vinoy

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:

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.

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

Reporting on ethnic background

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 HodgesChair23 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.

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

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.

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:

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or similar business combination with one or more businesses. The Directors consider there to be no ultimate controlling party.

The Company acquired InvestAcc Holdings Limited (formerly InvestAcc Group Limited) ("InvestAcc") on 9 October 2024 for £41.5 million, representing an enterprise value of approximately £36 million on a cash-free-debt-free basis. The Acquisition was partly 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, with an additional deferred cash payment to sellers of £6,150,911 following completion (which has been settled in full after 31 December 2024). It is the Company's platform from which to continue to execute 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. The entities forming part of the Group are detailed in Note 12 (all direct and indirect subsidiaries, together with the Company, the "Group"). The Company changed its name from Marwyn Acquisition Company II Limited to InvestAcc Group Limited on 10 October 2024, following the completion of acquisition of InvestAcc.

The accounting reference date was changed from 30 June to 31 December, resulting in a shortened accounting period of six months, with the results of the acquired entity being included for the period from 9 October to 31 December 2024. The comparative period presented is for the year to 30 June 2024 and is therefore not directly comparable to the six month period to 31 December 2024, as they are for different time periods.

All companies forming part of the Group have also amended their accounting reference date to 31 December to align with the Company.

2. MATERIAL ACCOUNTING POLICIES

(a) Basis of preparation

The Financial Statements for the period ended 31 December 2024 have been prepared in accordance with International Financial Reporting Standards and IFRS Interpretations Committee interpretations as adopted by the European Union (collectively, "EU adopted IFRS" or "IFRS") and are presented in British pounds sterling, which is the presentation and functional currency of the Group. The Financial Statements have been prepared under the historical cost basis, except relating to the prior period, for the revaluation of certain financial instruments which have been measured at fair value at the end of the prior reporting period, as explained in the accounting policies below. The Financial Statements present the results for the six-month period to 31 December 2024 with a comparative year to 30 June 2024. Due to the shortening of the financial period end and the acquisition during the period, the periods are not directly comparable as noted in the General Information above.

The preparation of the 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 Financial Statements, are disclosed in Note 3.

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

2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

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 profits and cash in the period ending 31 December 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 financial statements.

At 31 December 2024, the Group has net assets of £40,287,510 (30 June 2024: £1,832,896) and a cash balance of £13,424,847 (2024: £6,461,475).

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

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

IFRSs applicable to the Financial Statements of the Group have been applied for the six-month period ending 31 December 2024 as well as for the comparative year. The application of these standards have no material impact on the financial results or presentation.

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.