Oberon Investments - Results for the year ended 31 March 2025

DIRECTORS' REPORT

The directors present their report and the financial statements for the year to 31 March 2025. The comparative period included in these financial statements is the year to 31 March 2024.

Results and dividends

The results for the year are set out on page 4 and 23.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Research and development

The company does not conduct research and development as part of its activities. 

Future developments

As volatility in the markets returns to normal, we anticipate the company to increase revenue in the coming year and to continue to grow its AuM both organically and through the acquisition of new funds. This will be further strengthened through the growth of Oberon Capital - our corporate advisory segment of the business. 

Substantial shareholders

On 23 July 2025 the following shareholders held an interest of 3% or more in the ordinary share capital of the Company.

¹ Gresham House holds these shares in various funds.

² Octopus Investments holds these shares in various funds.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Section 172 Statement

Section 172 of the Companies Act 2006 requires each director of the Group to act in the way he or she considers in good faith, would most likely promote the success of the Group for the benefit of its members as a whole. In this way, Section 172 requires a director to have regard to the likely consequences of any decisions made to the long-term performance of the business and the interests of the Group's employees; the need to maintain good relationships with its business suppliers, customers and consultants; and the wish for the Group to maintain a reputation for high standards of business conduct; and the need to act fairly between members of the Group. In particular, over the last year, major decisions such as to reduce our investment in Logic Investments, were all discussed and approved at Board level, as they were in the interests of both the Company's shareholders and also our ability to service our customers more effectively. In discharging its Section 172 duties, the Board has considered the factors set out above and the views of key stakeholders as follows:

Employees

The directors engage regularly with employees and maintain an open communication channel at all levels of the Company/Group. This is formalised at the end of each year during the appraisal process where employees can discuss any matter and give any feedback on both their own and the Company's performance.

Customers

The Directors and senior management engage with customers on an informal basis to ensure that the service levels provided by the Group are as a minimum consistent with our T&Cs, and indeed hopefully exceed these levels to ensure further/continued custom for the business.  Such customer feedback is circulated to those areas concerned by either the Board or senior managers in a timely manner.

Investors

The Board is committed to open and ongoing engagement with the Group's shareholders to understand their needs and expectations. The Group utilises the services of a good PR/IR firm which helps communicate all important and relevant information to the market on a timely basis. In addition, the Board will communicate with shareholders via the annual report and accounts and the interim statement and of course at the Group's AGM.

Biographical details of each of the current directors is set out below:

Michael Cuthbert - Non-Executive Chairman

Following a short career in the army Mike spent 37 years as an investment banker advising Asset and Wealth management companies. He started his professional career at HSBC James Capel in 1987 where he built a up a franchise working with and advising a number of Asset and Wealth management companies in addition to running the Investment Trust team. In 1999 he joined Charterhouse Group before being a Founder member of Bridgewell, a fast-growing UK orientated investment bank, where he specialised in financial services companies. In 2008 he joined Canaccord Genuity as Head of the Financial sales team. He retired in December 2022 from Zeus Capital where he was Co - Head of the FIG group from 2015. Mike joined Oberon as Non-Exec Chairman in March 2023.

Simon McGivern - Chief Executive Officer

Simon started his professional career at Panmure Gordon Asset Management in 1996 where he worked in the wealth management division for six years. He focused on investment management and financial analysis. In 2002 Simon left the City and founded a number of companies, including Handpicked Companies, an ecommerce venture, which he grew substantially and exited via a trade sale to News Corp in 2014. Simon also founded Litebulb Group in 2008, which grew from two members of staff in the first year of trading to 100 members of staff and revenues of £25m when he left in 2015. During his time there, Simon executed six acquisitions, raised over £10m in funding and led its IPO on AIM in 2010. Additionally, Simon was a founder of Cleeve Capital plc and oversaw its IPO on the Standard List in December 2014 and the reverse takeover of Satellite Solutions Worldwide (now Bigblu Broadband plc). He also set up and is a director of Map Ventures in 2015, a corporate advisory firm. Simon founded Oberon (previously GMC Holdings) in April 2017 and led the acquisition of MD Barnard later that year. He is CEO of all Oberon group's companies.

Marcia Manarin - Chief Financial Officer

Marcia is a Chartered Accountant (FCMA, Chartered MCSI, FICA) with over 20 years of senior leadership experience in finance, risk, and regulatory compliance within financial services. She was appointed Finance Director of Oberon Investments Group in October 2024 and promoted to Group Chief Financial Officer in April 2025. Marcia holds SMF3, CASS oversight, and DPO responsibilities, with oversight of finance, risk management, and regulatory reporting across a portfolio of entities, four of which are FCA-regulated. Prior to joining Oberon, she served as Finance Director & COO at VSA Capital Group, where she held multiple SMF roles. Marcia led the group's AQSE IPO, implemented post-acquisition integration strategies, and delivered operational efficiencies. Earlier roles at Stifel/GMP FirstEnergy and Macquarie/Tristone Capital included leading cross-border finance and governance functions, implementing systems migrations, and driving significant cost and process improvements.

Adam Herringer - Chief Operating Officer

Adam Herringer joined Oberon Investments in November 2021 as Chief Operating Officer of Oberon Capital and Head of Change Management, before being appointed Group Chief Operating Officer in October 2024. He brings over 20 years of experience spanning management consulting, investment banking, and operational leadership, with a strong focus on regulatory oversight, platform integration, and strategic transformation. Since joining Oberon, Adam has played a central role in driving the firm's growth, leading group-wide initiatives including the integration of acquisitions, the advancement of the operational and custody platform, and the build-out of scalable infrastructure to support Oberon's expansion. He also oversees key business functions across Compliance, HR, IT, and Operations. Prior to Oberon, Adam held roles at RBC Capital Markets, Morgan Stanley Private Wealth, and EY, where he advised financial institutions on operating model design, regulatory change, and efficiency improvement.

The Hon Alexander Hambro - Non-Executive Director

 Alex Hambro has worked in the venture and private equity sector both in the UK and USA for much of his career, during which time he has acted as a principal investor, manager and sponsor of private equity and venture capital management teams and advisor on private equity investment strategies. Alex is an active personal investor in early stage, growth-oriented private and public companies. As well as his roles at Oberon, which includes being Chairman of the Remuneration Committee, Alex is Chairman of AIM-listed Judges Scientific plc and Cloudified Holdings Limited. He is also a director of Octopus Apollo VCT plc. In addition to his responsibilities at these listed companies, Alex is also Chairman of Crescent Capital Limited; and a non-executive director of Time Partners Limited and Whitley Asset Management Ltd.

Gemma Godfrey - Non-Executive Director

Gemma Godfrey is a non-executive director and business advisor. In addition to Oberon, she is on the boards of Saga, Kingswood Holdings Limited and Eight Capital Partners. She is a member of risk, investment, audit and remuneration committees. Gemma was the Founder and CEO of the online investing service, Moola, which was acquired by a global insurer. She went on to launch a digital media business on behalf of News UK. Prior to this, Gemma was the head of investment strategy for Brooks Macdonald, having started her career at Goldman Sachs and GAM. She is a financial expert on ITV and Sky News.

Mark Ibbotson - Non-Executive Director

Mark's career began at the London Stock Exchange in 1990 as a risk manager in their options division, which soon merged with London's fast growing LIFFE exchange. Mark spent 23 years at LIFFE - through acquisitions by Euronext, New York Stock Exchange (NYSE) and the InterContinental Exchange (ICE) in 2013.  Mark's last role at LIFFE was Chief Executive Officer and Global Head of Clearing for NYSE. During his time at LIFFE, Mark was responsible for restructuring the London market from an 'open outcry', floor-based marketplace to a global electronic market. In 2013 Mark became Group CEO of G.H. Financials, a wholesale clearing provider with regulated subsidiaries in London, Chicago and Hong Kong. During his 5 years as Group CEO, Mark oversaw a major strategic expansion of the company's customer base and its global presence.  Between 2018 and March 2024, Mark served as Non-Executive Chairman of G. H. Financials.  Mark also served two terms on the FCA's Market Practitioner Panel until 2018. In April 2024 Mark joined the Board of ICE Futures Europe, a UK Regulated Investment Exchange as an independent non-executive. He joined Oberon in September 2022.

The Board holds board meetings on a quarterly basis. The Board has also established an Audit Committee and a Remuneration Committee. The Company considers that, at this stage of its development, and given the size of the current Board, it is not necessary to establish a formal Nominations Committee and nominations to the Board will be dealt with by the whole Board.

All of the Non-Executive Directors are considered to be independent. Two of the non-Executive Directors sit on the Audit Committee, which is chaired by Mark Ibbotson and on the Remuneration Committee, which is chaired by Alex Hambro.

During the year under review the Board held 4 board meetings, at which all members of the Board participated.

Audit Committee report

The Audit Committee comprises Mark Ibbotson as Chairman and Alex Hambro (plus whomever they wish to invite to participate, such as the Finance Director and external lead audit partner). This committee meets at least once a year and such other times as the Chairman of the committee shall require. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the various internal reports on the control systems of the Group.

In its advisory capacity, the Audit Committee confirmed to the Board that, based on its review of the Annual Report and financial statements and internal controls that support the disclosures, the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable, and provide necessary information for shareholders to assess the Group's position and performance, its business model and strategy.

Remuneration Report

The Code Committee comprises Alex Hambro as Chairman and Mark Ibbotson and meets at least once a year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options, having due regard to the interests of shareholders and the performance of the Group. Under their service agreements, the appointment of all the Executive Directors' end when their service agreements terminate and Simon McGivern has a six month notice period. Under his service agreement the Hon Alex Hambro has a three month notice period. Gemma Godfrey, Mark Ibbotson, and Michael Cuthbert are all appointed on an initial two year period and have  service agreements, which can be terminated by either party giving to the other three months' prior written notice.

During the year under review, the Remuneration Committee made recommendations to the Board in relation to the salaries and bonuses and the award of options to the senior managers in the Group. The amounts of remuneration for each director are set out below. The Board did not require any consultations in this respect.

Directors' emoluments

The following table details the directors' remuneration for the year ended 31 March 2025 and the year ended 31 March 2024.

Notes

1.   G Ganchev resigned on 11/10/2024

2.   M Manarin was appointed on 1/11/2024

3.   A Herringer was appointed on 17/10/2024

4.   Robert Hanson resigned on 31/05/2024

5.   N Mitford-Slade resigned on 14/03/2025

The emoluments of the directors of Oberon Investments Group plc shown above include their emoluments to 31 March 2025 whilst they were directors of the current subsidiary companies of OIG plc. The comparative figures for the year to 31 March 2024 are shown on a similar basis.

Directors' interests

The beneficial interests of the directors of the Company in the ordinary share capital of the Company and options to purchase such shares were as follows:

Interests in ordinary shares

Interests in share options

(a)  The exercise price (XP) of the EMI options granted to Simon McGivern is 0.944p per share. These were 'replacement' options, and approved as such by HMRC, for EMI options that were originally granted on 27 September 2019 in a subsidiary company of the Group.

(b)  The exercise price (XP) of EMI options granted for FY'21 was 4.0p per share.

(c)  The exercise price (XP) of EMI options granted for FY'22 was 5.9p per share.

(d)  The exercise price (XP) of EMI options granted for FY'23 was 3.65p per share.

(e)  The exercise price (XP) of EMI options granted for FY'24 was 3.6p per share.

(f)   Other options are 'unapproved' (ie non-tax advantaged) options with an exercise price (XP) of 4.0p per share.

Please see Note 23 below for more information on share options.

Going Concern

Despite market conditions remaining volatile over the last year, the Group continued with its strategy to continue to invest in high quality teams, as well as the infrastructure of the business. This resulted in an increase in its operating loss for the year ended 31 March 2025 to £4.0m (2024: loss of £3.3m).

Despite this market volatility Oberon has stayed committed to its clients by providing a high-quality tailored service to satisfy their investment needs. The business has continued on its growth strategy by (i) raising £5.0m of capital since 31 March 2024 and (ii) attracting some of the most talented investment managers in the market.

After reviewing the Group and Company's annual budget, business plan and forecasts the directors are satisfied that the Group and the Company have adequate resources to continue to operate for the foreseeable future and for at least twelve months from the date of signing and confirm that the Group and Company are a going concern.  The cash flow forecasts prepared indicate a reduced cash burn and that the Group has sufficient cash headroom above its regulatory liquidity requirement before taking into account any cost cutting measures or the possibility of a further successful fund raise by the parent company.

The Directors believe the going concern basis is appropriate because (i) the Company has a strong net asset position, (ii) it is a listed company with the ability to raise new funds if required and (iii) it has a 100% subsidiary (Oberon Investments Limited) which has a strong cash position. In addition the directors have reviewed the cash flow forecasts for both the Company and the other companies in the Group, and have concluded that the group has enough cash resources (of currently about £2.5m), which will be made available to OIG plc as and when necessary, for OIG plc to meet all of its obligations and liabilities as they fall due for at least the next 12 months from the date of approving these financial statements. The directors have also reviewed the cash flow forecasts against the Group's regulatory liquidity requirements (as per the FCA) and the budgets comfortably exceed those requirements over the next 3 years.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year.

In preparing these financial statements, the Directors are required to:

·    select suitable accounting policies for the Group and Company's financial statements and then apply them consistently;

·      make judgments and accounting estimates that are reasonable and prudent;

·    state whether applicable UK Accounting Standards have been followed, 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 Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information of which the company's auditor are unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditors are aware of that information.

Auditor

HaysMac LLP is the auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

CORPORATE GOVERNANCE REPORT

The Board recognises the importance of sound corporate governance, and the Group has adopted the Quoted Companies Alliance Corporate Governance (QCA Code). The Board considers that the Group complies with the QCA Code in all respects, and details of its compliance can be found on the Corporate Governance page of its website.

The Board

The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and establishing the policies of the Group. It is the Board's responsibility to oversee the financial position of the Group and monitor its business and affairs on behalf of the shareholders, to whom the directors are accountable. The primary duty of the Board is to act in the best interests of the Group at all times. The Board will also address issues relating to the internal controls within the Group and its approach to risk management.

The Group will hold board meetings at least four times a year and whenever issues arise, which require urgent attention. Operational Executive meetings take place on a fortnightly basis.

Board Directors

The Board comprises three Executive Directors and four Non-Executive Directors (all of whom are deemed to be independent). The Board believes that it has an appropriate balance of sector, financial and public market skills and experience, an appropriate balance of personal qualities and capabilities.

Biographical details of each of the directors are set out in the Directors' Report on pages 10 to 12.

Board Committees

During FY'25 the Group's committees consisted of a remuneration committee (the Remuneration Committee), and an audit and risk committee (the Audit and Risk Committee).

The Remuneration Committee comprises Alex Hambro as Chairman and Mark Ibbotson and meets at least once a year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options, having due regard to the interests of shareholders and the performance of the Group.

The Audit and Risk Committee comprises Mark Ibbotson as Chairman and Alex Hambro (plus whomever they wish to invite to participate, such as the Finance Director and external lead audit partner). This committee meets at least once a year and such other times as the Chairman of the committee shall require. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the various internal reports on the control systems of the Group.

Shareholder Engagement

The Group will seek to engage with shareholders to understand the needs and expectations of all elements of the shareholder base.

The Board will communicate with shareholders primarily through the annual report and accounts, as well as through the release of the interim results and other financial or non-financial releases to the market and via the Group's website. Communication in person will also be available via the Company's AGM and also via regular meetings between institutional investors and analysts with the Group's CEO and FD to ensure that the Group's financials and business development strategy is communicated effectively.

Stakeholders

The Board believes that its stakeholders (other than its shareholders) are its employees and its customers. In order to understand their needs and expectations, the Group will communicate directly and closely with both its employees and customers to make sure we provide the best service as we can between the former to the latter.

The Executive directors will continue to maintain ongoing communications with all stakeholders and thus to adjust strategy or the day-to-day running of the business if required.

Share Dealing Code

The Group has adopted and operates a share dealing code governing the share dealings of the directors and all employees with a view to ensuring compliance with the AQSE rules. The directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AQSE. Any share transactions which involve PDMRs or directors are notified to the Company's corporate advisor and to the FCA.

Annual General Meeting

The Notice of the next Annual General Meeting (AGM) of the Group will be sent to shareholders in August 2025 with all of the details of the forthcoming AGM.

INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF OBERON INVESTMENTS GROUP PLC

Opinion

We have audited the financial statements of Oberon Investments Group PLC (the "Parent Company") and its subsidiaries (the "Group") for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Parent Company Statements of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

·      give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2025 and of the Group's loss for the year then ended;

·      have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

·      have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the 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 financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, 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.

Conclusions relating to going concern

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

Our audit procedures to evaluate the directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting included, but were not limited to:

·     Undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast significant doubt on the Group and the Parent's ability to continue as a going concern;

·     Evaluating the methodology used by the directors to assess the Group and the Parent's ability to continue as a going concern;

·    Reviewing the directors' going concern assessment and evaluating the key assumptions used and judgments applied;

·      Testing the model used for Management's going concern assessment which is primarily a base case cash flow forecast. Management's assessment covered the year to 31 July 2026;

·    Management's base case forecasts are based on its normal budget and forecasting process for each of its businesses. We understood and assessed this process including the assumptions used and assessed whether there was adequate support for these assumptions. We also considered the reasonableness of the monthly phasing of cash flows;

·     Using our knowledge from the audit and assessment of previous forecasting accuracy we calculated our own sensitivities to apply to Management's base case cash flow forecasts. We overlaid these on Management's forecasts to arrive at our own view of possible downside scenarios. These downside scenarios were based on various reductions in income and increasing of costs from that forecasted in the base case scenario;

·      Reviewing the liquidity headroom under both the base case and the various downside scenarios to ensure there was sufficient headroom to adopt the going concern basis of accounting;

·    We considered the potential mitigating actions that Management may have available to it to reduce costs, manage cash flows or raise new equity and assessed whether these were within the control of management and possible in the period of the assessment;

·    We assessed the adequacy of disclosures in the Going Concern statement in the Directors' report on page 14 and statements in note 2.2 of the Financial Statements and found these appropriately reflect the key areas of uncertainty identified.

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 or Parent Company's ability to continue as a going concern for a period of at least twelve months from when the 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.   

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified.  These matters included 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 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

We apply the concept of materiality both in planning and performing our audit, in evaluating the effect of misstatements and in forming an option. For the purpose of determining whether the financial statements are free from material misstatement, we define materiality as the magnitude of a misstatement or an omission from the financial statements, or related disclosures, that would make it probable that the judgment of a reasonable person, relying on the information would have been changed or influenced by the misstatement or omission. We also determine a level of performance materiality, which we used to determine the extent of testing need, to reduce to an appropriately low level the risk that the aggregate of uncorrected and undetected misstatement exceeds materiality for the financial statements as a whole.

The materiality for the Group financial statements as a whole was set at £280,000. This was determined with reference to 3% of Group revenue. On the basis of our risk assessment and review of the Group's control environment, performance materiality was set at 75% of materiality, being £210,000. The reporting threshold to the Audit and Risk Committee was set as 5% of materiality, being £14,000. If in our opinion differences below this level warranted reporting on qualitative grounds, these would also be reported.

The materiality for the Parent Company financial statements was set at £280,000. This was determined with reference to 3% of Gross assets but limited to the materiality for the Group financial statements referred to above. On the basis of our risk assessment and review of the Parent Company's control environment, performance materiality was set at 75% of materiality, being £210,000 and the reporting threshold was the same as the Group. The reporting threshold to the Audit Committee was set as 5% of materiality, being £14,000. If in our opinion differences below this level warranted reporting on qualitative grounds, these would also be reported.

An overview of the scope of our audit

Our audit scope included all components of the Group which are all registered companies in the United Kingdom, other than those entities with levels of activity below a clearly trivial threshold when compared to group materiality, which have been provided with a parental guarantee and are claiming exemption from audit. We are comfortable that the level of activity in these components was sufficiently small that they could be excluded from the audit process. 

We performed our audit of the trading subsidiaries of the Group using a turnover based materiality where 3% of turnover was considered to be materiality.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the 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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

·    the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·   the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

·      adequate accounting records have not been kept by the Parent Company; or

·      the Parent Company financial statements are not in agreement with the accounting records and returns; or

·      certain disclosures of directors' remuneration specified by law are not made; or

·      we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the Parent Company'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 the directors either intend to liquidate the group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the 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 (UK) 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 financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud. 

Based on our understanding of the Group and the sector in which it operates, we identified that the principal risks of non-compliance were in respect of laws and regulations related to the Companies Act 2006, relevant FCA regulatory requirements and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. In identifying and assessing risks of material mis-statement in respect to irregularities including non-compliance with laws and regulations, our procedures included but were not limited to:

·     Identifying at the planning stage of our audit whether there were any other laws or regulations the Group was subject to;

·      Assessing Management's revenue recognition policy to ensure it was in line with FRS 102;

·     Inspecting correspondence with the FCA to assess whether any breach of FCA regulations had occurred in the year;

·     Discussions with Management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

·      Evaluating management's controls designed to prevent and detect irregularities;

·      Discussions with Management regarding any adverse AQSE complaints

·    Identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and

·      Challenging assumptions and judgements made by management in their critical accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's 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 the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Simon Wilks

(Senior Statutory Auditor)                                                                                          

For and on behalf of HaysMac LLP Statutory Auditors                                            

28 July 2025