TIDMOBE

RNS Number : 5437H

Oberon Investments Group PLC

28 July 2023

The information contained within this announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Oberon Investments Group plc

('Oberon', the 'Company' or the 'Group')

Results for the year ended 31 March 2023

Oberon Investments Group plc (AQSE: OBE), the boutique investment management, wealth planning and corporate broking group, is pleased to announce its results for the year ended 31 March 2023.

Summary

   --      2022/23 has been a year of investment for Oberon. 

-- GBP5.6m has been raised since March 2022 to take advantage of the weak financial markets to:

o Fund the acquisition expenses of Logic and Nexus (post period end);

o Selectively hire strong teams that were becoming available;

o Undertake the consolidation of our various legacy systems to provide cost savings in future years;

o Build up compliance and operations infrastructure to position the group for future growth.

-- While there was a one-off higher EBITDA loss for the period, following this program, and the various increases in client numbers and Investment Management teams, Oberon is now well placed to experience growth and expect revenue to increase by over 60% in 2023/24, and further in 2024/25.

   --      A research note on the group has been published and can be found here: 

https://progressive-research.com/company/oberon-investments-group-plc/

Financials

-- Management fee income remained strong, however revenue was weak in dealing commissions and in the Oberon Capital division, where fundraises across the markets have diminished. As a result, revenue decreased to GBP5m (2022: GBP6.8m).

-- Initiatives such as the acquisition of Logic and the hiring of new teams have incurred costs in the current reporting period, with the majority of revenues only coming through post period end.

-- Various one-off expenditures (in areas such as one-off legal costs for acquisitions/restructuring, terminating and transferring assets off our two legacy 'Model B' platforms, recruitment costs of new teams) led to a one-off EBITDA loss of GBP3.3m (2022: loss of GBP0.2m).

Outlook

   --      A number of new teams joined Oberon throughout the year and post period end. 

-- These teams have now added over GBP100m in Assets under Management ("AUM") at the end of this financial year and post year end. A further GBP100m of new AUM is expected to be brought over by these teams in this financial period and we anticipate being able to announce a number of new key hires of revenue-generating teams in the near future.

-- We also expect further organic growth from our established investment teams, and from the implementation of new projects such as the launch of higher margin IHT and EIS funds.

-- The acquisition of the majority stake of Logic was completed in June and the acquisition of Nexus Investment Management was announced post period end.

-- As a result of these new teams, initiatives and acquisitions, as well as organic growth, revenues are expected to rise by at least 65% to over GBP8m in the current financial year.

Simon McGivern, CEO of Oberon Investments Group, commented:

"With the support of our shareholders and employees, we have built on our platform for growth and with significant new hires in the investment management division, with new product launches, with strategic acquisitions and with a solid contribution from our corporate broking business, we expect strong growth in this financial year.

The opportunity to build an investment management business that gives a tailored and personal service to clients whilst adopting market leading technology and the highest regulatory standards gives us confidence in the future. We are excited by the opportunity with our new custody and clearing business, Logic Investments which we believe will eventually give a technology-rich solution to investment managers and has a significant opportunity to gain market share and generate exciting returns. With any stock market recovery and a return of more confidence in investment markets, our business will benefit significantly through increased volumes, investment performance and deal flow in the corporate broking business, Oberon Capital.

We remain aware of the challenges of a stressed macro-economic environment and all the challenges the UK faces in a period of high inflation and rising interest rates, but we view the Oberon businesses as extremely well-positioned to grow in any market conditions and has the right team and strategy to deliver for shareholders and employees and other stakeholders in 2023 and beyond."

Enquiries:

 
 Oberon Investments Group plc 
  Simon McGivern / Galin Ganchev       020 3179 5300 
 Novum Securities Limited (AQSE 
  Corporate Adviser to the Company) 
  Richard Potts, George Duxberry       020 7399 9400 
 Oberon Capital (Broker to the 
  Company) 
  Mike Seabrook, Nick Lovering         020 3179 5300 
 

Chairman's Statement

I am delighted to address you for the first time as the Chairman of Oberon. Having joined earlier in the year, I am thrilled to witness firsthand the immense potential that lies ahead for our company.

The recent sector consolidation which continues apace, has left a gap in the market for smaller, higher growth entities to move into. Having spent most of my career advising and working with Asset and Wealth managers, I strongly believe that there is a tremendous opportunity for a dedicated and committed boutique like Oberon to create substantial value for all stakeholders. The drive to consolidate wealth management firms into ever larger entities has meant the offering to clients has become more commoditised and less personable. At Oberon, we provide an attractive platform for investment managers to look after clients on a more individual basis.

One of our recent achievements is the successful addition of new teams. I extend a warm welcome to them as they contribute to our collective vision. While bringing on Investment Managers with potential client books effectively incurs costs at the outset (and a delay in associated revenue), we are already starting to see the benefits of this investment, with all teams now beginning to bring in new clients at a strong pace.

We have undertaken a program to restructure and streamline operations, including the rationalisation of our wealth systems. Again, while this has incurred costs in our reporting year, the subsequent savings and operational efficiencies will become evident in our future years. As a young company, we are fortunate to have few, if any, issues from legacy systems or IT, enabling us to operate efficiently and leverage our group. This enables us to implement cross-selling between the group's divisions to drive organic growth. We are dedicated to continuing to enhance our organisational strength, ensuring that our teams remain well-positioned for the future.

Finally, our recent acquisition of Logic demonstrates the forward-thinking approach of our executive team and is a milestone in our growth plans. We are now actively exploring further opportunities to expand its potential and value.

While this has been a year of investment in a relatively difficult market, our strategic plans and identified opportunities reflect our optimism for the future. We will continue to actively pursue potential partnerships, acquisitions, and expansion initiatives (illustrated by the recent acquisition of Nexus Investment Management, post the period end).

 
 
   Consolidated Financial Summary      Year ended     Year ended 
                                       31 Mar '23     31 Mar '22 
                                          GBP'000        GBP'000 
 Turnover                                   5,048          6,726 
 Administrative expenses                  (8,741)        (7,496) 
 EBITDA                                   (3,331)          (448) 
 

On a final note, the team would like to extend their gratitude to our shareholders, employees, and all stakeholders for their unwavering support. As we move forward, I assure you that we will continue to uphold the highest standards of governance, risk management, and operational excellence.

In conclusion, I am deeply excited about the journey ahead for Oberon. We are well-prepared to navigate the challenges and opportunities that lie ahead and to carve a path of sustainable growth and success.

Michael Cuthbert

Chairman

27 July 2023

Chief Executive's Report

We are immensely proud to have built a great business with a first-class Board of Directors bringing their knowledge, experience and talents to bear to the benefit of Oberon and all its stakeholders. We are especially delighted to welcome Mike Cuthbert as our non-executive chairman, who joined the Board in March. His lengthy experience with companies in the financial services sector and with investment management businesses, in particular, has already proved invaluable. We look forward to his stewardship and I look forward personally to his guidance and support.

At the beginning of the financial year and in the teeth of the market downturn, we engaged with shareholders and set out our 4 pillars of growth and how we intended to build a scalable business for the future. We were encouraged by the feedback from those shareholders, to whom we owe huge appreciation for their support, which was demonstrated by their investing GBP5.6m in Oberon in just over a year. As a result of this investment, we have been busy and the results will begin to show in the current (2023/24) year. As a result of the various initiatives taken in 2022/23, we expect growth to return in 2023/24, with revenue increasing over 65% to in excess of GBP8m.

In the investment management division, we welcomed 5 new investment managers in the past year and we expect that more will follow. In recent months, we have seen considerable M&A in our sector and this has presented many talented fund managers seeking a firm that provides scalability, leading technology and risk/regulatory standards at the top of the sector. We are pleased that such high-quality investment managers and their clients have chosen Oberon as the firm for the next stage of their growth. The core of our business remains mainstream wealth management with a strong focus on our underlying clients.

Elsewhere, we have added new products, including the Oberon EIS fund, now augmented post-period-end by the acquisition of Nexus EIS fund, as we give our clients access to this exciting sector. Alongside our deep experience running AIM VCTs, and with the launch of the Oberon Business Property Relief portfolio service (often known as an 'IHT fund' in this sector), we have a portfolio of high margin products set to grow into a recovering investment market. We are excited about each product and its potential to deliver superior returns to investors this year and beyond.

With Smythe House, we have an excellent platform for providing high quality financial advice and planning to clients. The team has grown to match the growth of the number of clients and the service offering and we remain open to strategic M&A where it makes sense, commercially and for superior returns on investment. Cross-selling of these services into our wider client base remains a priority for the year ahead and we have the team to deliver.

Our corporate broking business, Oberon Capital, has performed well given the slow conditions for equity and debt fundraising in the small-cap world - both private and public. We are now retained broker/advisor to over 20 companies, private and public. The Private Ventures Team has grown by number, but also in its ability to source exciting high growth companies and use the very best processes and technology to access capital in tough market conditions. They are currently busy with live transactions and a good pipeline of excellent opportunities. The quoted/institutional division has managed to advise on 2 IPOs in the year, which is indicative of the team's abilities, given the dearth of IPOs across the market. Oberon Capital has also executed on numerous public and private transactions this year and I believe that we have the right team in place to take full advantage of recovering investment markets, again with an exciting pipeline of opportunities.

Lastly, post year end, we completed the acquisition of Logic Investments ('Logic'), a fintech platform for custody and clearing that we believe can take market share and provide a customer-centric, tech-rich platform for other fund managers. Having received FCA clearance for the acquisition to complete, post period-end, the execution of the business plan for Logic is a priority for this financial year. We have great expectations of the exciting growth and returns that this business will offer to shareholders going forwards.

Having started my statement thanking shareholders and the Board for their support this year in challenging markets, I would like to end by thanking the staff. A people business is something that needs careful recruitment, careful training and encouragement and pulling the talents of all of us together. We are really seeing the benefits flow through into this financial year and I firmly believe we are very well set for the future. With the team now in place, we look forward to the challenges ahead and to delivering on this amazing opportunity to build a niche financial services business, with clients at the heart of everything we do.

Simon McGivern

Chief Executive Officer

27 July 2023

STRATEGIC REPORT

Principal Activity

Oberon provides fund management and stock broking services to professional and private clients, as well as corporate broking and advisory services to corporate clients. Its 'front' office is located in London and its 'back' office and support functions, such as settlements and finance, is based in its office in Essex.

Key Performance Indicators ("KPIs")

We monitor the business using a number of KPIs, including turnover and operating result, but the most important of which is the performance of our Funds Under Management and Administration ("FUMA"). In Oberon Capital, we closely monitor the number of new corporate clients and capital raises this new division achieves. However, this information is commercially sensitive and at this stage in the development of this division we do not propose disclosing this information.

Principal risks and uncertainties

The board identifies, assesses and manages risks in line with the company's business objectives and goals. We are subject to various risks which we monitor at our fortnightly operational committee meetings and if necessary, escalate to the Board.

The directors consider the principal risks and uncertainties facing the Group, and the key measures to mitigate those risks, are as follows:

 
 Risk: IT services and infrastructure     Mitigation 
 Like most firms in the sector,           The Group has both in-house and 
  the Group is exposed to cyber            external IT support to provide 
  and data loss risks, which can           24/7 cover. System performance 
  have an adverse impact to both           and availability is monitored 
  the business and its clients.            on a continuous basis and periodic 
  The Group is reliant on the efficient    exercises, such as penetration 
  and reliable functioning of its          testing, are performed to scrutinise 
  IT systems and infrastructure            the IT control environment. The 
  for the smooth operation of its          IT infrastructure is duplicated 
  activities.                              across two sites to ensure that 
                                           if one site were to fail then 
                                           the other would take its place. 
 
                                           The firm's employees are familiar 
                                           with the IT security and Data 
                                           policies and procedures, and 
                                           they receive periodic training 
                                           throughout the year. 
                                         ---------------------------------------- 
 Risk: Regulation                         Mitigation 
                                         ---------------------------------------- 
 The Group's subsidiary company,          The Group is acutely aware of 
  Oberon Investments Limited, is           these risks and employs an experienced 
  authorised by and subject to             Compliance Team, consisting of 
  supervision from the FCA, and            the Risk and Compliance Officer 
  other regulatory bodies such             and two other team members, who 
  as HMRC, the Pensions Regulator          are responsible for monitoring 
  and the Aquis Stock Exchange.            the Group's activities, managing 
  The withdrawal of, or a significant      the Group's regulatory and reporting 
  amendment to, a regulatory approval      obligations and ensuring that 
  (particularly by the FCA) could          all FCA requirements are complied 
  result in the cessation of the           with. The Finance Director and 
  Group's business or a material           the CEO also monitor and manage 
  part thereof.                            some of these processes as and 
                                           when necessary and make sure 
  Similarly, Smythe House Limited,         that all staff training and reporting 
  which is also a subsidiary of            procedures are given top priority 
  the Group is regulated by the            within the firm. 
  FCA and is exposed to the same 
  regulation risk, albeit with             In addition the Group employs 
  a lower impact to the Group.             the services of a compliance 
                                           service company (and also other 
                                           specialists where necessary) 
                                           to support the compliance function 
                                           on a continuous basis. 
                                         ---------------------------------------- 
 Risk: Capital                            Mitigation 
                                         ---------------------------------------- 
 The group is required to comply          The regulatory capital position 
  with the FCA's regulatory capital        of the regulated company and 
  requirements to have enough capital      the group as a whole is regularly 
  to ensure that it can perform            monitored (and quarterly returns 
  its activities without causing           are submitted to the FCA) to 
  or creating any risk of harm             ensure that we comply with our 
  to the firm's clients' assets            capital requirements. 
  or to the proper functioning 
  of the market and the firm's             The implementation of the group's 
  counterparties.                          strategy is also heavily influenced 
                                           by the group's regulatory capital 
                                           requirements, to ensure that 
                                           there is no likelihood of the 
                                           group breaching the various regulatory 
                                           capital thresholds. 
                                         ---------------------------------------- 
 Risk: Liquidity                          Mitigation 
                                         ---------------------------------------- 
 The Group's regulated subsidiaries       The liquidity position of the 
  have to ensure that they maintain        regulated company is monitored 
  adequate levels of liquidity             every day (and stress tested) 
  at all times so that the firm            to ensure that it has sufficient 
  can fulfil all of the outstanding        liquidity to ensure that all 
  orders with its market counterparties    of its clients' trades settle 
  in the event that one or more            when they become due, even if 
  of its clients default on a trade.       a client defaults. This also 
                                           requires careful monitoring of 
                                           our clients' portfolios by our 
                                           traders before an order is made 
                                           to reduce the possibility of 
                                           a client defaulting on a trade. 
                                           Most of the firm's clients are 
                                           now only permitted to trade on 
                                           a T+2 basis and any exception 
                                           to that has to be approved by 
                                           a senior manager. 
                                         ---------------------------------------- 
 Risk: Retention of key staff             Mitigation 
                                         ---------------------------------------- 
 The Group is dependent on key            The Group's remuneration Committee 
  members of its management team.          will ensure that all key members 
  The loss of their services could         of the Group are incentivised 
  have a short-term significant            and an appropriate culture at 
  effect on the Group's performance.       work is maintained to try and 
  There is no guarantee that the           prevent the loss of key personnel. 
  Group will be able to attract            The Group has in place a share 
  and retain all personnel for             option scheme to incentivise 
  the for the future development           staff and enable them to benefit 
  and operation of the business.           from the growth of the business. 
                                         ---------------------------------------- 
 Risk: Competition                        Mitigation 
                                         ---------------------------------------- 
 The Group operates in a very             The Group has continued to raise 
  competitive sector of the financial      funds, which puts it in a good 
  services sector, and it may be           position to fulfil its own strategy 
  adversely affected by the performance    without being adversely impacted 
  of other companies that have             by the actions of others - and 
  access to more capital or have           of course it retains the ability, 
  greater scale which could have           as a quoted business to do this 
  a negative effect on the performance     in the future if necessary. We 
  of the Group.                            also strongly believe that the 
                                           bespoke service we offer our 
                                           clients will enable us to withstand 
                                           any temporary negative competitive 
                                           pressures. 
                                         ---------------------------------------- 
 

Employment without discrimination

The Group is committed to employ on the basis of ability. We hire on this basis alone, regardless of gender, orientation, disability, or any other inappropriate discrimination.

Environment and social

In our day-to-day business, we commit to comply with applicable environmental laws, and the direct impact of our operations is low.

Directors, senior managers and employees

At 31 March 2023, there were eight male directors and one female director of the Company and the Group had a total of 10 senior managers, of which nine were male and one was female and 36 other employees. Please see pages 10 to 12 for details of the biographies of the directors.

The Strategic Report was approved by the Board of Directors on 27 July 2023 and was signed on its behalf by:

Simon McGivern

Chief Executive Officer

27 July 2023

DIRECTORS' REPORT

The directors present their report and the financial statements for the year to 31 March 2023. The comparative period included in these financial statements is the year to 31 March 2022.

Results and dividends

The results for the year are set out on page 3 and 25.

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 and acquisition of a majority stake in Logic Investments Limited.

Substantial shareholders

On 12 July 2023 the following shareholders held an interest of 3% or more in the ordinary share capital of the Company .

 
                     Ordinary shares   % issued share 
                         of 0.5p           capital 
 Simon McGivern        52,756,925          9.84% 
 Gresham House(2)      51,972,934          9.70% 
 Octopus(1)            51,548,579          9.62% 
 David Evans           43,981,702          8.20% 
 Basil Sellers         30,074,258          5.61% 
 Harry Hyman           21,993,460          4.10% 
 Rodger Sargent        21,045,246          3.93% 
 A Headley             20,463,658          3.82% 
 Simon Like            20,415,000          3.81% 
 Michael Hennigan      18,407,675          3.43% 
 

(1) Octopus Investments holds these shares in various funds.

(2) Gresham House 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:

 
 Simon McGivern     Executive (CEO) 
 John Beaumont      Executive (FD)             (resigned 31 May 2023) 
 Galin Ganchev      Executive (FD)             (appointed 31 May 2023) 
 Simon Mathisen     Executive (Head of 
                     Compliance) 
 Michael Cuthbert   Non-Executive (Chairman)   (appointed 20 March 2023) 
 Alex Hambro        Non-Executive 
 Robert Hanson      Non-Executive 
 Gemma Godfrey      Non-Executive 
 Mark Ibbotson      Non-Executive              (appointed 1 September 2022) 
 

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 the acquisition of 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 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 Company 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 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 GBP25m when he left in 2015. During his time there, Simon executed six acquisitions, raised over GBP10m 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.

John Beaumont - Finance Director

John is a qualified Chartered Account and began his 'City' career with Goldman Sachs in 1988 where he specialised in producing institutional research in the brewing, pubs and leisure sectors. He moved to Smith New Court in 1992, which was acquired by Merrill Lynch in 1995. Whilst at Merrill Lynch, John worked with some of the firm's largest UK clients including Diageo, Compass Group and Bass. In 2001, John moved to Cheuvreux, the broking arm of Credit Agricole, as Head of Research in London, focusing on corporate research. In 2011 helped set up Peat & Co. LLP and was COO and Head of Finance, where along with his research activities, John is responsible for all the finance and regulatory reporting requirements of the business. John joined Oberon in a non-executive capacity in January 2018 before becoming Finance Director in March 2020. John resigned as a director in May 2023, with the appointment of Galin Ganchev.

Galin Ganchev - Finance Director

Galin started his career with PwC and qualified as a chartered accountant in 2014. During his time at PwC, Galin provided a variety of services, ranging from audit to consulting, to insurance and investment management companies. Over time, Galin shifted his focus to the growing fintech sector, where he helped companies implement good processes and controls to allow them to scale and support their fast growth. In 2018, Galin moved to Octopus Investments where he was appointed the Head of Risk and Compliance of Octopus Labs, Octopus' fintech division. Alongside this, Galin worked on several strategic projects for the wider business and prior to leaving was overseeing the strategic and operational growth of Octopus Ventures. Galin joined Oberon as Finance Director in May 2023.

Simon Mathisen - Head of Compliance

Simon began his career in financial services working for Redmayne Bentley Stockbrokers in the early 2000's. Since then, he has held various roles at equity exchanges including the London Stock Exchange, PLUS Markets Group plc and Turquoise. Simon then moved into the derivatives sphere, working at NYSE Euronext LIFFE before holding executive positions at Skytra (an Airbus subsidiary) and Bloomberg before returning to the equities market in 2020.

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 small, 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; Falanx Group Limited and OTAQ plc. He is also a director of Octopus Apollo VCT plc. In addition to his responsibilities at these listed companies, Alex is also Chairman of IWP Holdings Limited; Crescent Capital Limited; and a non-executive director of Time Partners Limited.

The Hon Robert Hanson - Non-Executive Director

Robert Hanson founded Hanson Asset Management Limited and Hanson Capital Limited. Robert is currently the Chairman of Hanson Capital Investments Limited, Chairman of Hanson Family Holdings Limited, and Co-Chairman & Managing Partner at Millennium Hanson Advisors LLC. He is also on the board of The Lord Hanson Foundation and Sport & Artist Management Limited. Robert previously held the positions of Chairman for Strand Hanson Ltd and Chairman of Hanson Asset Management Ltd. Robert's corporate broking background included roles at N.M. Rothschild & Sons Ltd. He is Chairman of the Company's Audit Committee.

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, VivoPower International, 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. Since 2018, Mark has served as Non-Executive Chairman of G. H. Financials. In addition to Oberon Group and G. H. Financials, Mark serves as a Non-Executive Director of the Washington-based Futures Industry Association (an industry trade body). He is also the independent Non-Executive Director of Skytra (an FCA-regulated benchmark provider and data company, wholly owned by Airbus). Mark also served two terms on the FCA's Market Practitioner Panel until 2018. 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 Robert Hanson 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 Michael Cuthbert as Chairman, Robert Hanson 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 Robert Hanson 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 both Simon McGivern and Galin Ganchev have six-month notice periods and Simon Mathisen has a three-month notice period. Under their service agreements the Hon Robert Hanson and the Hon Alex Hambro have three-month notice periods. 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 2023 and the year ended 31 March 2022.

 
                     Salary/   Bonus   Pension   Benefits      Share      Year      Year 
                        fees                                   based        to        to 
                                                             payment     March     March 
                                                                          2023      2022 
                         GBP     GBP       GBP        GBP        GBP       GBP       GBP 
 Executive 
  directors 
 S McGivern, 
  CEO                285,000       -     2,748      4,997      6,153   298,898   340,013 
 J Beaumont, 
  FD                 160,000       -         -      8,631        684   169,315   152,494 
 S Mathisen          177,500       -     2,201      3,210      2,904   185,815    43,725 
 
 Non-Executive 
  directors 
 Robert Hanson        32,500       -       763          -          -    33,263    62,005 
 Alex Hambro          30,000       -         -          -          -    30,000    30,000 
 Gemma Godfrey        30,000       -         -          -          -    30,000    20,000 
 Mark Ibbotson        17,500       -         -          -          -    17,500         - 
 Michael Cuthbert     35,000       -         -          -          -    35,000         - 
 

The emoluments of the directors of Oberon Investments Group plc shown above include their emoluments to 31 March 2023 whilst they were directors of the current subsidiary companies of OIG plc. The comparative figures for the year to 31 March 2022 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 or warrants to purchase such shares were as follows:

31 March 2023

 
 Director              Ordinary   EMI Options   Other options 
                                    Notes (a)      (Ex. Price 
                         shares       and (b)           4.0p) 
 
 Simon McGivern      52,756,925    25,711,125      10,000,000 
 John Beaumont        1,144,975     1,048,729               - 
 Simon Mathisen         120,168     1,048,729               - 
 Alex Hambro          1,642,857             -               - 
 Robert Hanson        1,491,674       807,692               - 
 Gemma Godfrey          200,000             -               - 
 Mark Ibbotson                -             -               - 
 Michael Cuthbert       344,827             -               - 
 

31 March 2022

 
 Director            Ordinary   EMI Options   Other options 
                                  Notes (a)      (Ex. Price 
                       shares       and (b)           4.0p) 
 
 Simon McGivern    52,756,925    25,711,125      10,000,000 
 John Beaumont      1,144,975       625,000               - 
 Simon Mathisen             -       625,000               - 
 Alex Hambro          500,000             -               - 
 Robert Hanson      1,491,674       500,000               - 
 
 

(a) The exercise price 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 of EMI options granted in prior financial years is 4.0p per share. 
   (c)   The exercise price of EMI options granted in the current financial year is 5.9p per share. 

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

Going Concern

The impact of the conflict in Ukraine has caused a significant disruption to market activity, which has led to increased uncertainty, volatility and unprecedented inflation across the world. This impacted the Group's income negatively but as stated earlier, a decision was taken to continue to invest in high quality teams, as well as the infrastructure of the business. This combination resulted in an EBITDA loss for the year ended 31 March 2023 of GBP(3.3)m.

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 GBP5.6m of capital since 28 March 2022, (ii) completing the acquisition of Logic Investments shortly after the year-end and (iii) 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 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 GBP2.8m), 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.

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

Haysmacintyre were appointed 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.

This report was approved by the board and signed on its behalf by:

Simon McGivern

Chief Executive Officer

Date: 27 July 2023

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 five 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

The Group has established a remuneration committee (the Remuneration Committee) and an audit committee (the Audit Committee).

The Remuneration Committee comprises Alex Hambro as Chairman and Robert Hanson 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 Committee comprises Robert Hanson 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 next Annual General Meeting of the Group will be held at 3:00pm on 21 September 2023 at the offices of our legal advisor Fladgate, at 16 Great Queen Street, London WC2B 5DG.

This report was approved by the board and signed on its behalf by:

Simon McGivern

Chief Executive Officer

Date: 27 July 2023

INDEPENT 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 2023 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 2023 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 2024;

-- 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 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.

 
 Key Audit Matter Description                How the matter was addressed 
                                              in the audit 
 Valuation of investments in the 
  Parent Company's financial statements 
                                            -------------------------------------------------------------------------- 
 
   The Parent Company's Statement              Our audit work considered, but 
   of Financial Position as at 31              was not restricted to, the following 
   March 2023 includes a total investment      work: 
   of GBP14.4m in 100% of the ordinary 
   share capital of Oberon Securities           *    A review of the assessment made by the Board that 
   Limited (and its subsidiaries                     there was no impairment in the carrying value of the 
   Oberon Investments Limited and                    investment. This was prepared in accordance with its 
   Smythe House Limited).                            forecast budget performance for the three-year period 
                                                     to 31 March 2026 in various scenarios, using 
   There is a risk that this investment              appropriate discount rates. 
   might be overstated within the 
   parent company's financial statements, 
   following the loss in year. 
                                                *    The above review included analysis of the different 
   The Board concluded that no impairment            revenue streams of the subsidiaries and forecast 
   was required to the carrying value                performance for the upcoming years. Assumptions 
   of the investment, based on its                   applied in these forecasts were tested and 
   assessment of the budget and forecasted           corroborated to supporting information. 
   future cash flows of the business 
   to the year-end. 
 
                                                *    A review of post year-end activity of the business. 
 
 
 
                                               Our work performed on the carrying 
                                               value of investments in the 
                                               parent company's financial statements 
                                               highlighted no material errors. 
                                            -------------------------------------------------------------------------- 
 Key Audit Matter Description                  How the matter was addressed 
                                                in the audit 
                                              ------------------------------------------------------------------------ 
 Ability of the Group to continue 
  as a Going Concern 
                                              ------------------------------------------------------------------------ 
 The impact of market falls (FTSE              Our procedures and conclusions 
  250 down 10% over the year to 31              in respect of going concern 
  March 2023 and more marked in the             are set out above in the 'Conclusions 
  third quarter of 2022) and slower             relating to going concern' section. 
  capital markets leading to less 
  fundraisings has resulted in a 
  fall in income of GBP1.7m against 
  the corresponding period last year. 
 
  At the same time, the Group has 
  also been investing heavily in 
  new team signings in investment 
  management and corporate broking, 
  as well as technology. Administrative 
  expenses increased by GBP1.3m against 
  the corresponding period last year. 
 
  The combination of those factors 
  resulted in a loss for the year 
  of GBP(3.9)m and a cash outflow 
  from operating activities of GBP(2.6)m. 
 
  The Group raised equity of GBP1.8m 
  during the year and had bank balances 
  of GBP2.4m at 31 March 2023. Furthermore 
  it raised further equity of GBP450K 
  in April 2023. 
 
  There is some uncertainty over 
  how capital markets will recover 
  and whether high core inflation 
  will persist, allied to the possible 
  effects of interest rates remaining 
  higher than in the last 15 years 
  for a significant period of time. 
  Although the Group does benefit 
  from higher interest rates on client 
  balances. 
 
  The Group continues to receive 
  net inflows of both clients and 
  assets, whilst expecting growth 
  in FUMA growth over the next year. 
  Management recognise that the general 
  corporate market remains weak, 
  but the Corporate Broking division 
  has increased its retained clients 
  and recurring fee revenue. Management 
  still expect the growing client 
  base to generate improved revenues 
  from IPO and secondary fundraises 
  once markets recover. 
 
  The group's cash flow forecasts 
  for the period to 31 July 2024 
  have been modelled on a base case 
  scenario. 
 
  The Group has no significant debt 
  facilities and has the ability 
  to fundraise. 
 
  The Directors have concluded that 
  there is sufficient liquidity available 
  for at least the one-year period 
  of its going concern assessment 
  to 31 July 2024. 
 
  As the going concern assessment 
  is dependent on Management's future 
  cash flow forecasts there is judgement 
  involved in determining these. 
                                              ------------------------------------------------------------------------ 
 Key Audit Matter Description                  How the matter was addressed 
                                                in the audit 
                                              ------------------------------------------------------------------------ 
 Carrying value of Goodwill and 
  Contracts - GBP1.52m 
                                              ------------------------------------------------------------------------ 
 
       The Group Statement of Financial                    Our audit work considered, but 
       Position as at 31 March 2023 includes               was not restricted to, the following: 
       goodwill and contracts of GBP1.57m 
       (2022: GBP1.74m).                                    *    A review of the assessment made by the Board that 
                                                                 there was no impairment in the carrying value of 
       There is a risk that this value                           historical goodwill and contracts; 
       might be impaired, following the 
       loss of GBP(3.9)m referred to above. 
 
       The Goodwill and Contracts relates                   *    This was performed in respect of the two areas 
       to two primary areas:                                     identified - HIM contracts/M D Barnard business and 
                                                                 Smythe House; 
       i. Hanson Investment Management 
       ("HIM") contracts/M D Barnard 
       business 
       ii. Smythe House                                     *    In respect of HIM contracts/M D Barnard business 
                                                                 there were no indicators of impairment; 
       Management note that despite the 
       reduced revenue for the Group, 
       investment management fee income 
       from the MDB business/HIM contracts                  *    In respect of Smythe House business a loss in the 
       increased by 5% in the year.                              year ended 31 March 2023 indicated impairment may be 
       Management believe that an                                required; 
       improvement 
       in trading performance is likely 
       and that there are no indicators 
       of impairment in that area of the                    *    We reviewed the discounted cash flow model in respect 
       business.                                                 of the Smythe House business prepared by Management 
                                                                 and performed various sensitivity analyses on it. 
       Smythe House has incurred a loss 
       in the year ended 31 March 2023 
       but Management note that this was 
       driven by investing in an additional                Our work performed on the carrying 
       financial adviser and consultant.                   value of goodwill and contracts 
       Management are confident that this                  highlighted no material errors. 
       investment and introductions from 
       other businesses in the Group will 
       lead to increased revenue going 
       forward which will more than cover 
       the additional costs. 
 
       The forecasts prepared by Management 
       reflect that. 
 
       The Board of Directors have concluded 
       that no impairment provision is 
       required, based on their assessment 
       of the budget and forecasted cash 
       flows from both of the two areas 
       referred to above. 
                                              ------------------------------------------------------------------------ 
 
 

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 GBP119,000. This was determined with reference to 2% of Turnover, being the Group's main key performance indicator ("KPI"). On the basis of our risk assessment and review of the Group's control environment, performance materiality was set at 75% of materiality, being GBP89,250. The reporting threshold to the Audit and Risk Committee was set as 5% of materiality, being GBP5,950. 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 GBP28,000. 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 GBP21,000 and the reporting threshold was the same as the Group.

The reporting threshold to the Audit and Risk Committee was set as 5% of materiality, being GBP4,250. 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 2% 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 misstatement 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

27 July 2023

For and on behalf of Haysmacintyre LLP Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                                  Year to                     Year to 
                                                                  31 March                    31 March 
                                                                    2023                        2022 
                                                 Notes              GBP                         GBP 
 
 Turnover                                          3                     5,048,089                   6,725,613 
 
 Administrative expenses                                               (8,741,377)                 (7,495,699) 
 
 Gain/(loss) on value of investments              14                     (188,462)                     212,550 
 
                                                         -------------------------   ------------------------- 
 Operating loss                                    4                   (3,881,750)                   (557,536) 
 
 Interest income & similar income                  7                        10,785                         694 
 
 Interest payable                                  8                      (29,768)                    (23,972) 
                                                         -------------------------   ------------------------- 
 Loss before tax                                                       (3,900,733)                   (580,814) 
 Tax on loss on ordinary activities                9                             -                           - 
                                                         -------------------------   ------------------------- 
   Loss for the financial year                                         (3,900,733)                   (580,814) 
                                                                      ============                ============ 
 
   Total comprehensive loss for the financial 
   year                                                                (3,900,733)                   (580,814) 
                                                                      ============                ============ 
 
 
 Loss per share - basic and diluted (pence)       10                        (0.82)                      (0.14) 
 
 

Turnover and operating loss for the year were derived from continuing operations.

The Group has no recognised gains or losses other than the loss for the current year.

There was no other comprehensive income in the year (2022: GBPnil).

The notes on pages 32 to 48 form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                           31 March                     31 March 
                                                             2023                         2022 
                                          Notes              GBP                          GBP 
 FIXED ASSETS 
 Intangible fixed assets                   12                      1,571,037                    1,741,522 
 Tangible fixed assets                     13                        233,055                      270,668 
                                                   -------------------------    ------------------------- 
                                                                   1,804,092                    2,012,190 
 CURRENT ASSETS 
 Investments                               14                        210,809                      519,165 
 Debtors                                   15                      1,589,366                    3,479,075 
 Cash at bank                              16                      2,414,786                    3,159,459 
                                                   -------------------------    ------------------------- 
                                                                   4,214,961                    7,157,699 
 
 CREDITORS: amounts falling due within 
  one year                                 17                    (1,628,620)                  (2,648,938) 
                                                   -------------------------    ------------------------- 
 NET CURRENT ASSETS                                                2,586,341                    4,508,761 
                                                   -------------------------    ------------------------- 
 TOTAL ASSETS LESS CURRENT LIABILITIES                             4,390,433                    6,520,951 
                                                   -------------------------    ------------------------- 
 CREDITORS: amounts falling due after 
  one year                                                          (24,111)                    (131,531) 
                                                   -------------------------    ------------------------- 
  NET ASSETS                               18                      4,366,322                    6,389,420 
                                                                ============                 ============ 
 
 REPRESENTED BY: 
 
 CAPITAL AND RESERVES 
 Share capital                             21                      2,601,248                    2,345,303 
 Share premium                             21                      7,505,994                    5,950,177 
 Share option reserve                      22                        172,227                      106,354 
 Merger relief reserve                     23                     11,337,183                   11,337,183 
 Reverse acquisition reserve               23                    (9,557,676)                  (9,557,676) 
 Retained earnings                         23                    (7,692,654)                  (3,791,921) 
                                                   -------------------------    ------------------------- 
 TOTAL                                                             4,366,322                    6,389,420 
                                                                ============                 ============ 
 
 

The notes on pages 32 to 48 form part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 27 July 2023 and were signed below on its behalf by:

Simon McGivern

COMPANY STATEMENT OF FINANCIAL POSITION

 
                                                           31 March                     31 March 
                                                             2023                         2022 
                                          Notes              GBP                          GBP 
 FIXED ASSETS 
 Investments                               13                     14,396,995                   14,411,988 
                                                   -------------------------    ------------------------- 
                                                                  14,396,995                   14,411,988 
 CURRENT ASSETS 
 Debtors                                   15                      6,284,305                    4,738,440 
 Cash at bank                              16                            911                        2,778 
                                                   -------------------------    ------------------------- 
                                                                   6,285,216                    4,741,218 
 
 CREDITORS: amounts falling due within 
  one year                                 17                       (44,751)                    (207,045) 
                                                    ------------------------     ------------------------ 
 NET CURRENT ASSETS                                                6,240,465                    4,534,173 
                                                   -------------------------    ------------------------- 
 TOTAL ASSETS LESS CURRENT LIABILITIES                            20,637,460                   18,946,161 
                                                   -------------------------    ------------------------- 
 CREDITORS: amounts falling due after 
  one year                                                                 -                            - 
                                                   -------------------------    ------------------------- 
  NET ASSETS                               18                     20,637,460                   18,946,161 
                                                                ============                 ============ 
 
 CAPITAL AND RESERVES 
 Share capital                             21                      2,601,248                    2,345,303 
 Share premium                             21                      7,505,994                    5,950,177 
 Merger relief reserve                     22                     11,337,183                   11,337,183 
 Warrant reserve                           22                              -                            - 
 Share option reserve                      23                        172,227                      106,354 
 Retained earnings                         23                      (979,192)                    (792,856) 
                                                   -------------------------    ------------------------- 
 TOTAL                                                           20 ,637,460                   18,946,161 
                                                                ============                 ============ 
 
 

The parent company, Oberon Investments Group plc, generated a loss of GBP186,336 in the year to 31 March 2023 (2022: loss of GBP260,154).

The notes on pages 32 to 47 form part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 27 July 2023 and were signed below on its behalf by:

Simon McGivern

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                         Note       Year to      Year to 
                                                                   31 March     31 March 
                                                                       2023         2022 
                                                                        GBP          GBP 
Cash flows from operating activities 
Cash used in operations                                    26   (2,559,136)  (1,611,782) 
                                                               _________ --    _________ 
Net cash outflow from operating activities                      (2,559,136)  (1,611,782) 
 
Cash flows from investing activities 
Purchase of tangible fixed assets                                  (26,616)    (267,833) 
Acquisition of subsidiary                                                 -    (223,415) 
Cash in subsidiary acquired                                               -       31,367 
Purchase of intangible assets                                      (61,884)        (340) 
Deferred consideration                                                    -    (111,089) 
Repayment of loans advanced by the Group                              9,824      217,000 
Acquisition of current asset investments                           (31,500)    (472,610) 
Disposal of current asset investments                               151,395      241,449 
Dividends received                                                   10,785            - 
Corporation tax paid                                                (8,869)            - 
Interest paid                                                      (29,768)     (23,972) 
Interest received                                                         -          694 
                                                                  _________    _________ 
Net cash generated from/(used in) investing activities               13,367    (608,749) 
 
Net cash from financing activities 
Issue of equity                                                   1,810,763    3,532,428 
Repayment of borrowings                                             (9,667)      (6,312) 
Repayment of capital from finance leases                                  -      (2,694) 
                                                                  _________    _________ 
Net cash generated from financing activities                      1,801,096    3,523,422 
 
Net (decrease)/increase in cash and cash equivalents              (744,673)    1,302,891 
Cash and cash equivalents at the beginning of year                3,159,459    1,856,568 
                                                                  _________    _________ 
Cash and cash equivalents at end of year                          2,414,786    3,159,459 
                                                               ============   ========== 
 
 
 
 GROUP 
                                               As at                 Change                  As at 
                                           31 Mar'22                in year              31 Mar'23 
                                                 GBP                    GBP                    GBP 
 Loans                                      (43,688)                  9,667               (34,021) 
 Finance lease liabilities                         -                      -                      - 
 Cash at bank and in hand                  3,159,459              (744,673)              2,414,786 
                                --------------------   --------------------   -------------------- 
 Net funds                                 3,115,771              (735,006)              2,380,765 
                                          ==========             ==========             ========== 
 
 
 
 
                                               As at                 Change                  As at 
                                           31 Mar'21                in year              31 Mar'22 
                                                 GBP                    GBP                    GBP 
 Loans                                      (50,000)                  6,312               (43,688) 
 Finance lease liabilities                   (2,695)                  2,695                      - 
 Cash at bank and in hand                  1,856,568              1,302,891              3,159,459 
                                --------------------   --------------------   -------------------- 
 Net funds                                 1,803,873              1,311,898              3,115,771 
                                          ==========             ==========             ========== 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                          Share       Share       Merger        Reverse    Warrant    Option      Retained       Total 
                                                  relief    acquisition 
                        capital     premium      reserve        reserve    reserve   reserve        losses      equity 
                            GBP         GBP          GBP            GBP        GBP       GBP           GBP         GBP 
 
 Balance as at 31 
  March 2021          2,038,949   2,724,103   11,337,183    (9,557,676)     53,252         -   (3,194,117)   3,401,694 
 Parent company 
 reflected 
 on reverse 
 acquisition                  -           -            -              -          -         -             -           - 
 Issue of shares by 
  OSL to OIG prior 
  to acquisition              -           -            -              -          -         -             -           - 
 Issue of shares by 
  OSL prior to RTO            -           -            -              -          -         -             -           - 
 Reverse 
 acquisition 
 adjustment                   -           -            -              -          -         -             -           - 
 Issue of shares 
  (by 
  OIG)                  296,354   3,196,074            -              -          -         -             -   3,492,428 
 Exercise of 
  Warrants               10,000      40,000            -              -   (53,252)         -        53,252      50,000 
 Share based 
  charges                     -           -            -              -          -   106,354      (70,242)      36,112 
 Issue of 
 consideration 
 shares                       -           -            -              -          -         -             -           - 
 Costs of raising 
  funds                       -    (10,000)            -              -          -         -             -    (10,000) 
 Loss for the 
  period                      -           -            -              -          -         -     (580,814)   (580,814) 
                     ----------  ----------  -----------  -------------  ---------  --------  ------------  ---------- 
 Balance as at 31 
  March 2022          2,345,303   5,950,177   11,337,183    (9,557,676)          -   106,354   (3,791,921)   6,389,420 
                     ----------  ----------  -----------  -------------  ---------  --------  ------------  ---------- 
 
 
 Issue of shares           255,945   1,554,818            -             -   -         -             -     1,810,763 
 Exercise of warrants            -           -            -             -   -         -             -             - 
 Costs of raising 
  funds                          -       1,000            -             -   -         -             -         1,000 
 Share based charges             -           -            -             -   -    65,916             -        65,916 
 Loss in the year                -           -            -             -   -         -   (3,900,733)   (3,900,733) 
                        ----------  ----------  -----------  ------------      --------  ------------  ------------ 
 Balance as at 31 
  March 2023             2,601,248   7,505,994   11,337,183   (9,557,676)   -   172,270   (7,692,654)     4,366,322 
                        ----------  ----------  -----------  ------------      --------  ------------  ------------ 
 
 
                                                        Merger 
                                Share       Share       relief    Warrant    Option    Retained        Total 
                              capital     premium      reserve    reserve   reserve      losses       equity 
                                  GBP         GBP          GBP        GBP       GBP         GBP          GBP 
 
 Balance as at 30 June 
  2021                      2,038,949   2,724,103   11,337,183     53,252         -   (585,954)   15,567,533 
 Issue of shares              296,354   3,196,074            -          -         -           -    3,492,428 
 Issue of consideration                                                           - 
  shares                            -           -            -          -                     -            - 
 Exercise of warrants          10,000      40,000            -   (53,252)         -      53,252       50,000 
 Costs of raising funds             -    (10,000)            -          -         -           -     (10,000) 
 Share based reserve 
  transferred from group            -           -            -          -    70,242           -       70,242 
 Share based payments 
  in year                           -           -            -          -    36,112           -       36,112 
 Loss for the year 
  to 31 March 2022                  -           -            -          -         -   (260,154)    (260,154) 
                           ----------  ----------  -----------  ---------  --------  ----------  ----------- 
 Balance as at 31 
  March 2022                2,345,303   5,950,177   11,337,183          -   106,354   (792,856)   18,946,161 
                           ----------  ----------  -----------  ---------  --------  ----------  ----------- 
 
 
 Issue of shares              255,945   1,554,818            -          -         -           -    1,810,763 
 Exercise of warrants               -           -            -          -         -           -            - 
 Costs of raising funds             -       1,000            -          -         -           -        1,000 
 Share based reserve 
  transferred from group            -           -            -          -         -           -            - 
 Share based payments 
  in year                           -           -            -          -    65,916           -       65,916 
 Loss for the year 
  to 31 March 2023                  -           -            -          -         -   (186,380)    (186,380) 
                           ----------  ----------  -----------  ---------  --------  ----------  ----------- 
 Balance as at 31 
  March 2023                2,601,248   7,505,995   11,337,183          -   172,270   (979,236)   20,637,460 
                           ----------  ----------  -----------  ---------  --------  ----------  ----------- 
 

NOTES TO THE FINANCIAL STATEMENTS

   1.      GENERAL INFORMATION 

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

   2.      ACCOUNTING POLICIES 

2.1 Basis of preparation

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

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

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

2.2 Going concern

The Group has prepared the financial statements on a going concern basis. 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.

Whilst the Directors acknowledge that the Group has been through a year of difficult market conditions and uncertainty amongst the wider investor community, which resulted in a loss for the year ended 31 March 2023, the cash flow forecasts prepared indicate that the Group has considerable cash headroom before taking into account any cost cutting measures or the possibility of further a 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 GBP2.4m), which will be made available to the parent company as and when necessary, for it 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.

2.3 Turnover

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

Turnover from its corporate advisory business is recognised when the company is contractually entitled to do so or when management believes there is a very high degree of certainty over the receipt of such revenues when a transaction is very close to completion. In the prior year, grant income from the CJRS was included in turnover when received. Further turnover is also generated from retainer fees from the Group's corporate clients.

Turnover from its financial planning business represents net revenues from services and commissions receivable, excluding value added tax. Turnover from membership fees, initial and ongoing advise charges is recognised over the period of subscription or renewal, and commissions receivable on the basis of statement entitlements.

Further turnover is also generated from interest earned on client money balances and revenue from retainer fees from the Group's corporate clients.

   2.4   Interest income 

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

2.5 Business combinations

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

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

   2.6    Intangible fixed assets other than goodwill 

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

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

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives. The useful economic life of the intangible asset is based over a period of ten years.

   2.7    Goodwill 

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

   2.8   Tangible fixed assets 

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

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

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

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

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

   2.9      Impairment of fixed assets 

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

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

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

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

2.10 Fixed asset investments

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

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

2.11 Debtors

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

2.12 Cash and cash equivalents

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

2.13 Creditors

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

2.14 Operating leases

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

2.15 Finance leases

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

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

2.16 Pension

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

2.17 Taxation

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

Current tax

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

Deferred tax

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

2.18 Foreign currency

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

2.19 Financial Instruments

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

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

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

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

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

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

Derecognition of financial liabilities

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

   2.20   Equity instruments 

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

    2.21   Share-based payments 

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

2.22 Significant judgements and estimates

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

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

Intangible assets

Contracts and Goodwill

As described in note 2.6 and note 2.7, contracts and goodwill are recognised at the point of acquisition and have been stated as intangible assets on the balance sheet and are amortised to the income statement over a period of 10 years from the date of acquisition.

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

Having considered the strategic plans and projected future cashflows of acquired contracts primarily in respect of the OIL cash generating unit ("CGU") and to a lesser extent the Smythe House CGU, the directors are confident that no impairment charge is required to either the contracts nor the goodwill recognised in the consolidated balance sheet.

   3.    Turnover AND SEGMENTAL REPORTING 

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

 
     An analysis of the group's turnover is as follows:       Year to     Year to 
                                                               31 Mar      31 Mar 
                                                                 2023        2022 
                                                                  GBP         GBP 
     Commissions                                              992,360   2,184,959 
     Investment management fees                             1,810,308   1,829,804 
     Interest earned on cash held in investment accounts      277,912           - 
     Corporate finance income                               1,656,660   2,467,243 
     Financial planning                                       310,849     243,607 
                                                            5,048,089   6,725,613 
                                                           ==========  ========== 
 
 
   4.    OPERATING LOSS 
 
                                                                                                 Year to   Year to 
                                                                                                  31 Mar    31 Mar 
                                                                                                    2023      2022 
                                                                                                     GBP       GBP 
    The operating loss is stated after charging: 
    Amortisation of intangible assets                                                     11     232,369   223,708 
    Depreciation of tangible assets                                                       12      64,230    61,598 
    Gain/(loss) on current asset investments                                              14   (188,462)   212,550 
    Loss on disposal of fixed assets                                                                   -         - 
    Operating lease rentals and service charge                                                  535,602    442,943 
 
      Auditors' remuneration                                                                         GBP       GBP 
    Fees payable to the Group's auditors for the audit of the Group's annual financial 
     statements                                                                                   72,110    60,000 
    All other services                                                                                 -         - 
 
 
   5.    DIRECTORS REMUNERATION 

The average number of Directors during the year was 7 (2022: 5).

The Directors and senior managers are considered to be the key management personnel. The total remuneration paid to key management personnel is disclosed in note 27. There are 3 directors of the Company for whom pension contributions are being paid.

   6.    STAFF COSTS 
 
                                                                            Year to    Year to 
                                                                             31 Mar     31 Mar 
                                                                               2023       2022 
                                                                                GBP        GBP 
     Wages and salaries                                                   4,243,557  3,603,193 
     Social security costs                                                  556,034    433,188 
     Pension costs                                                           78,749     69,378 
 
                                                                          4,878,340  4,105,759 
                                                                          =========  ========= 
 
                                                                                No.        No. 
     The average monthly number of group employees during the year was:          49         41 
                                                                          =========  ========= 
 
 
        7. INTEREST RECEIVABLE AND SIMILAR INCOME 
                                                       Year to             Year to 
                                                        31 Mar              31 Mar 
                                                          2023                2022 
                                                           GBP                 GBP 
 
     Interest income on the Group's bank balances            -                 694 
     Dividends received                                 10,785                   - 
                                                       -------         ----------- 
                                                        10,785                 694 
                                                       =======         =========== 
 
    8. INTEREST PAYABLE AND SIMILAR EXPENSES 
                                                       Year to               Year to 
                                                        31 Mar                31 Mar 
                                                          2023                  2022 
                                                           GBP                   GBP 
          Interest payable                              28,132                22,050 
 
 
 
   9.    TAXATION 
 
                                                        Year to  Year to 
                                                         31 Mar   31 Mar 
                                                           2023     2022 
                                                            GBP      GBP 
 Corporation tax - Group income statement 
 UK corporation tax at 19% (2022: 19%)                        -        - 
 Deferred tax 
 Origination and reversal of timing differences               -        - 
                                                       --------  ------- 
 Taxation on loss on ordinary activities                    Nil      Nil 
                                                  =============  ======= 
 
 
 
     Factors affecting the group tax credit for the period 
 
     The actual tax (credit)/charge for the year can be reconciled to the expected 
     (credit)/charge 
     based on the profit or loss and the standard rate of tax as follows: 
                                                                          Year to     Year to 
                                                                           31 Mar      31 Mar 
                                                                             2023        2022 
                                                                              GBP         GBP 
 Group loss on ordinary activities before tax                         (3,900,733)   (580,814) 
 Expected tax credit based on the standard rate of corporation 
  tax in the UK of 19% (2018: 
  19%)                                                                  (741,139)   (110,355) 
 
     Effects of: 
 Expenses not deductible for tax purposes                                  85,047      45,556 
 Fixed asset differences                                                   11,519     (2,264) 
 Profit on disposal of investments not taxable                            (2,049)    (40,384) 
 Deferred tax not recognised                                              647,464     100,218 
 Other adjustments                                                          (833)       7,229 
 
 Total tax for the period                                                     Nil         Nil 
                                                                  ===============   ========= 
 
 
 
 
 
    The group has cumulative trading losses carried forward of GBP 6,509,609 (2022: 
    GBP3,333,193), 
    which potentially can be utilised against future profits generated by the group. 
    However, 
    no deferred tax asset has been recognised in respect of these losses in view of the 
    group's 
    history of losses and consequently recoverability is not sufficiently certain. 
    Factors that may affect future tax charges 
    Losses carried forward to use against future profits. In addition the Finance Act 2021 
    announced 
    that the main UK Corporation Tax rate will increase from 19% to 25% on 1 April 2023 for 
    companies 
    with profits over GBP250,000. 
 
 

10. LOSS PER SHARE

The loss per share is based upon the loss of GBP 3,900,733 (2022: loss of GBP580,814) and the weighted average number of ordinary shares in issue for the year of 478,347,749 (2022: 410,378,642).

The loss incurred by the Group means that the effect of any outstanding options would be considered anti-dilutive and is ignored for the purposes of the loss per share calculation.

11. INTANGIBLE ASSETS

 
 
      Group                       Goodwill    Contracts         Capitalised      Totals 
                                                                expenditure 
                                       GBP          GBP                 GBP         GBP 
      Cost 
 At 1 April 2022                 1,690,811      762,000                   -   2,452,811 
      On acquisition                     -            -                   -           - 
 Other additions                     5,759            -              56,125      61,884 
      Disposals                          -            -                   -           - 
                                                             -------------- 
 At 31 March 
  2023                           1,696,570      762,000              56,125   2,514,695 
                               -----------  -----------      --------------   --------- 
 
      Amortisation 
 At 1 April 2022                   480,122      231,167                   -     711,289 
 Amortisation                      166,287       65,000               1,082     232,369 
      Eliminated on                      -            -                   -           - 
       disposals 
                                                             -------------- 
 At 31 March 
  2023                             646,409      296,617               1,082     943,658 
                               -----------  -----------      --------------   --------- 
 
      Net Book Value 
 At 31 March 2022                1,210,689      530,833                   -   1,741,522 
                               ===========  ===========      ==============   ========= 
 At 31 March 
  2023                           1,050,161      465,833              55,043   1,571,037 
                               ===========  ===========      ==============   ========= 
 
 
 

The Company has no intangible assets.

12. TANGIBLE FIXED ASSETS

 
                                  Fixtures, fittings     Computer         Total 
                                         & equipment    equipment 
       Group                                     GBP           GBP          GBP 
 
       Cost 
 At 1 April 2022                              75,116       367,538      442,654 
 Additions                                    12,030        14,586       26,616 
       Disposals                                   -             -            - 
                                  ------------------   -----------      ------- 
 At 31 March 2023                             87,146       382,124      469,270 
                                  ------------------   -----------      ------- 
 
       Depreciation 
 At 1 April 2022                              55,594       116,392      171,986 
 Charge for year                              10,252        53,977       64,229 
       Eliminated on disposals                     -             -            - 
                                  ------------------   -----------      ------- 
 At 31 March 2023                             65,846       170,369      236,215 
                                  ------------------   -----------      ------- 
 
       Net Book Value 
 At 1 April 2022                              19,522       251,147      270,668 
                                  ==================   ===========      ======= 
 At 31 March 2023                             21,300       211,755      233,055 
                                  ==================   ===========      ======= 
 
 
 
 
 

The Company has no fixed assets.

 
13.   FIXED ASSET INVESTMENTS 
 
      PARENT COMPANY                       GBP 
 At 1 April 2022                    14,411,988 
      Additions                              - 
 Disposals                            (14,993) 
                                    ========== 
 At 31 March 2023                   14,396,995 
                                    ========== 
 
 

SUBSIDIARY UNDERTAKINGS

The following were subsidiary undertakings of Oberon Investments Group plc:

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

The share capital and reserves at 31 March 2023 and the profit and loss for the year ended on that date for the individual subsidiary undertakings were as follows:

 
      Company Name                                            Aggregate of share 
                                                            capital and reserves            Profit/(Loss) 
                                                                             GBP                      GBP 
      Oberon Securities Ltd                                            3,561,001                (414,993) 
      Oberon Investments Ltd                                           5,107,106                 (43,298) 
      Smythe House Ltd                                                   216,344                 (94,653) 
      GMC EBT Ltd                                                            100                        - 
      Barnard Nominees Ltd                                                     2                        - 
            The Group completed the acquisition of a 63% stake of Logic Investments Limited on 9(th) June 
               2023. Logic Investments Limited is incorporated in the UK and its nature of business is to 
                                  provide custody and operations services to third-party wealth managers. 
14. CURRENT ASSET INVESTMENTS 
        Group                                                                                         GBP 
     At 1 April 2022                                                                              519,165 
     Additions at cost                                                                             31,500 
     Sales proceeds                                                                             (151,394) 
     Realised gains/(losses) 
      in year                                                                                    (54,233) 
     Unrealised 
      gains/(losses) in year                                                                    (134,229) 
     At 31 March 2023                                                                             210,809 
                                                                                           ============== 
 
 

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

 
 
 15. DEBTORS                                 2023                                             2022 
                                       Group                  Company                   Group                  Company 
                                         GBP                      GBP                     GBP                      GBP 
 
     Trade debtors                   127,315                        -               1,411,068                        - 
     Rent and other 
      deposits                        69,020                        -                  62,995                        - 
     Other debtors                   531,320                        -                 841,024                  700,000 
     Prepayments and 
      accrued income                 861,711                    3,202               1,163,988                    3,202 
     Amounts due 
      from 
      subsidiary 
      undertakings                         -                6,281,103                       -                4,035,238 
                       ---------------------   ----------------------   ---------------------   ---------------------- 
                                   1,589,366               6 ,284,305               3,479,075                4,738,440 
                                 ===========              ===========              ==========              =========== 
 
 
 
 
   16.   CASH AND CASH EQUIVALENTS 
 
                                              2023                       2022 
                                     Group        Company          Group        Company 
                                       GBP            GBP            GBP            GBP 
 
  Cash at bank and in hand       2,414,786            911      3,159,459          2,778 
                               ===========    ===========    ===========    =========== 
                             ============= 
 
 
        CREDITORS: 
        amounts 
        falling 
        due within 
  17.   one year                              2023                                             2022 
                                        Group                  Company                   Group                  Company 
                                          GBP                      GBP                     GBP                      GBP 
 
        Trade 
        creditors                     469,065                      871               1,311,633                    1,200 
        Other taxes 
        and social 
        security                      178,372                        -                 159,141                        - 
        Other 
        creditors                      82,221                        -                  90,315                        - 
        Borrowings                      9,910                        -                   9,666                        - 
        Deferred 
        consideration                  97,499                        -                  64,509                        - 
        Finance lease                   3,778                        -                       -                        - 
        creditor 
        Accruals and 
        deferred 
        income                        787,745                   43,880               1,013,674                   57,057 
        Amounts due 
        to subsidiary 
        undertakings                        -                        -                       -                  148,788 
                        ---------------------   ----------------------   ---------------------   ---------------------- 
                                    1,628,620                   44,751               2,648,938                  207,045 
                                  ===========              ===========              ==========              =========== 
 
 
 
                CREDITORS: amounts falling in 
      18.        more than one year 
                                                                      2023                                              2022 
                                                               Group                    Company                   Group                Company 
                                                                 GBP                        GBP                     GBP                    GBP 
 
  Borrowings                                                  24,111                          -                  34,022                      - 
  Deferred consideration                                           -                          -                  97,509                      - 
                                               ---------------------     ----------------------   ---------------------   -------------------- 
                                                              24,111                          -                 131,531                      - 
                                                         ===========                ===========              ==========            =========== 
 
 

19. COMMITMENTS UNDER OPERATING LEASES

At 31 March 2023 the Group and Company had future minimum commitments under non-cancellable operating leases as set out below:

 
 
    Group                           2023                   2022 
                                      Land &    Land & Buildings 
                                   Buildings 
                                         GBP                 GBP 
 
  Within one year                    340,723             305,000 
  Between one and five 
   years                             102,000               4,713 
                           -----------------   ----------------- 
                                     442,723             309,713 
                                   =========           ========= 
 

Company

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

20 . PENSION COMMITMENTS

The Group contributes to a defined contribution scheme. The assets and liabilities of the scheme are held separately from those of the Group. Employer's contributions in respect of the scheme totalled GBP76,910 (2022: GBP69,378) during the year, and at 31 March 2023 GBP7,683 (2022: GBP6,063) remained payable.

SHARE CAPITAL OF OBERON INVESTMENTS GROUP PLC

Movements in share capital and share premium reserves

 
                                                No. of       Share       Share 
                                                shares     capital     premium 
                                                               GBP         GBP 
 Total as at 1 April 2022                  469,060,613   2,345,304   5,950,177 
 June 2022 - Smythe House consideration      1,063,717       5,318      51,058 
 January 2023 - Fundraise                   50,125,311     250,627   1,504,759 
                                          ------------  ----------  ---------- 
 Total as at 31 March 2023                 520,249,641   2,601,248   7,505,994 
                                          ============  ==========  ========== 
 

22. EQUITY SETTLED SHARE OPTION RESERVE

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

31 March 2023

 
                          2019 EMI            2021 EMI           Unapproved Options         2022 EMI 
                     ------------------  -----------------  ---------------------------  ------------- 
                       Options     WAEP    Options    WAEP    Options     WAEP     Options      WAEP 
                                    (p)                (p)                 (p)                   (p) 
 Outstanding 
  at start 
  of year             39,261,125   0.62   7,762,500   4.00   10,000,000   4.00 
 Granted                  -         -         -        -         -         -      6,319,557     5.93 
 Expired/forfeited        -         -     (148,000)   4.00       -         -      (212,255)       - 
 Exercised                -         -         -        -         -         -          -           - 
-------------------  -----------  -----  ----------  -----  -----------  -----  ------------  -------- 
 Outstanding 
  at end of 
  year                39,261,125   0.62   7,614,500   4.00   10,000,000   4.00    6,104,302     5.93 
 Exercisable 
  at end of 
  year                30,566,556   0.79       -        -     1,111,111    4.00        -           - 
 Weighted 
  average life           6.47               8.35                1.08                2.34 
-------------------  -----------  -----  ----------  -----  -----------  -----  ------------  -------- 
 
 

31 March 2022

 
                          2019 EMI            2021 EMI          Unapproved 
                                                                  Options 
                     ------------------  -----------------  ------------------ 
                       Options     WAEP    Options    WAEP    Options     WAEP 
                                    (p)                (p)                 (p) 
 Outstanding 
  at start 
  of year             39,261,125   0.62       -        -         -         - 
 Granted                  -         -     7,762,500   4.00   10,000,000   4.00 
 Expired/forfeited        -         -         -        -         -         - 
 Exercised                -         -         -        -         -         - 
-------------------  -----------  -----  ----------  -----  -----------  ----- 
 Outstanding 
  at end of 
  year                39,261,125   0.62   7,762,500   4.00   10,000,000   4.00 
 Exercisable 
  at end of 
  year                29,211,556   0.83       -        -         -         - 
 Weighted 
  average life           7.47               9.35                2.08 
-------------------  -----------  -----  ----------  -----  -----------  ----- 
 

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

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

 
                          2019 EMI    2021 EMI     Unapproved     2022 EMI 
                           option      option                      Option 
                            plan         plan        options         plan 
                           Black        Black     Black Scholes     Black 
 Pricing model             Scholes     Scholes                     Scholes 
---------------------   -----------  ----------  --------------  ---------- 
 
 Date of grant            30/8/19      1/7/21        24/4/21      01/08/22 
                              -           - 
                          27/09/19     6/10/21 
 Share price               0.89 - 
  at grant (p)              0.94      4.0 - 6.5        4.0           0.6 
 Exercise price 
  (p)                    0.0 - 0.94      4.0           4.0        5.9 - 6.5 
 Expected volatility        30%          30%           30%           30% 
 Expected life 
  (years)                    10          10            10             3 
 Risk-free rate            0.50%        0.50%         0.50%         0.5% 
 Expected dividend          N/A          N/A           N/A           N/A 
  yield 
----------------------  -----------  ----------  --------------  ---------- 
 

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

The net charge recognised in the period for these option plans was GBP65,912 (2022: GBP36,112).

23. RESERVES

Retained earnings

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

Share premium

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

Share warrant reserve

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

Share option reserve

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

Merger relief reserve

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

Reverse acquisition reserve

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

PROFIT FOR THE FINANCIAL YEAR

The parent company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The Company's loss for the year to 31 March 2023 was GBP186,336 (2022: loss of GBP260,154).

25. OFF BALANCE SHEET ARRANGEMENTS

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

At the year end the group held GBP39,523,398 (2022: GBP 15,586,886) in the client free money balances off the balance sheet.

   26.   CASH GENERATED FROM OPERATIONS 
 
     Group                                                                      Year to           Year to 
                                                                               31 March          31 March 
                                                                                   2023              2022 
                                                                                    GBP               GBP 
     Loss for the year after tax                                            (3,900,733)         (580,814) 
 
     Adjustments for: 
     Finance costs                                                               29,768            23,972 
     Investment income                                                                -             (694) 
     Dividends received                                                        (10,785)                 - 
     (Gains)/losses on current asset investments                                188,462            (212,550) 
     Depreciation                                                                64,229            61,598 
     Amortisation                                                               232,369           223,708 
     Employment related share-based charge                                       65,916            36,112 
     Movement in working capital 
     (Increase)/Decrease in debtors                                           1,889,709          (70,583) 
     Increase/(decrease) in creditors                                       (1,118,071)       (1,092,531) 
     Cash used in operations                                                (2,559,136)       (1,611,782) 
                                                                           ============      ============ 
 
 
 

27. RELATED PARTY TRANSACTIONS

Group

Remuneration of key management personnel

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

 
                                                 Year to     Year to 
                                                31 March    31 March 
                                                    2023        2022 
                                                     GBP         GBP 
     Key management personnel remuneration     2,353,038   1,400,996 
 

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

28. ULTIMATE CONTROLLING PARTY

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

29. EVENTS AFTER THE REPORTING PERIOD

The Group completed the acquisition of a 63% stake of Logic Investments Limited on 9 June 2023. Logic Investments Limited is incorporated in the UK and its nature of business is to provide custody and operations services to third-party wealth managers.

On 20 July 2023, the Group exchanged contracts with Nexus Central Management Services Limited to acquire Nexus Investment Management Limited, the manager of the Nexus Investments Evergreen EIS Scale-Up Fund. The purchase is subject to FCA approval.

The acquisition will be funded through the issue of 7.5m new ordinary shares in Oberon.

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END

NEXEALXPADPDEEA

(END) Dow Jones Newswires

July 28, 2023 02:00 ET (06:00 GMT)

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