Introduction
Oxford Capital Partners Holdings Limited is the parent of a group that includes Oxford Capital Partners LLP and various subsidiary companies. The principal business is that of being a corporate partner in Oxford Capital Partners LLP (the Partnership), a firm which is regulated by the Financial Conduct Authority. The Partnership’s focus is on the management of alternative asset investments in technology venture capital and media finance. The firm’s clients comprise institutional and private investors.
The group was formed in 1999 and it continues to be recognised for the excellence of the performance of its investment management activities and support for the UK’s enterprise ecosystem, backing founders of early-stage companies and supporting their growth over the long term. During the year, the firm invested in six early stage and growth companies.
The turnover for the year was £ 2.5m (2023: £ 1.6m) and shareholders’ funds at the year-end were £ 3m (2023: £2.5m).
For the financial year the group made a profit of £ 0.6m driven by some positive exit activity.
Throughout the financial year the Board and the senior management team have been attentive to the interests of all stakeholders and conscious of the impact of their conduct on clients, staff, and the wider community for the long term.
Delivering good investment performance is the over-arching goal and the challenge is to deliver this with consistency.
The staff at Oxford Capital cover a broad range of functions including investment management, relations with clients, finance, operations and regulatory affairs. The team comprises a diverse group of individuals with specialist expertise and experience in their fields. The team operates on a hybrid basis from the firm’s headquarters in the centre of Oxford. Clients who invest with the firm are key stakeholders and the Board pays attention to the importance of regular and informative communications with them. The firm strives to promote transparency and clarity in its reporting, which is considered by the directors and staff to be an important element in building trust and mutual respect. As well as written reports, investors can access video updates from portfolio companies and attend events with the Oxford Capital team.
Backing founders has been a long-term commitment of the firm. As well as providing capital, the team seeks to support founders by sharing experience, insights, and advice to stimulate the growth of their businesses and to foster a positive impact on society, the environment, and the economy.
In parallel, management has continued to invest in the firm's systems and refine processes to increase efficiency and to deliver the best possible client experience. Emphasis has been continually placed on operational resilience and the digitisation of processes. The group has been attentive to regulatory developments and regularly reviews and adapts all its policies and procedures.
The Board and the members of the investment committee have long embraced the evolution of environmental, social and governance thinking. Having been an early pioneer in both impact and sustainable investing since 2000, the ethos of ESG is integral to Oxford Capital’s culture. The group has long had an interest in the environment and in ameliorating the impact of climate change. In this respect it has, over the years, made a number of investments in carbon-reducing technologies and in promoting the reduction of the use of plastics. Recent investments have focused on delivering social benefits in the field of access to mental health, reducing waiting times for healthcare diagnostics, and financial services for young savers and investors.
Oxford Capital’s investment strategies include sectors important to economic renewal in the UK: healthcare, cyber-security, financial technologies, ecommerce, artificial intelligence, and climate technologies.
The directors take their responsibilities of governance and oversight seriously, challenging the management team in its strategy, thinking and deliverables.
Looking forwards…
The Board continues to maintain oversight of the Partnership and to support its development. The directors reflect with senior executives on finance, strategy, resourcing, conduct, culture, compliance and overall performance. The business priority is to grow the volume of assets under management, whilst seeking to deliver compelling investment performance combined with excellent client services. At the same time this delivery is backed by a keen overlay of effective risk management and attentive governance.
As a regulated firm under the auspices of the Financial Conduct Authority, the Board oversees the development of compliance with regulations including the Consumer Duty which has been fully implemented.
The Board is conscious of many challenges facing the UK and its businesses. Nevertheless, they seek to support the ever-increasing entrepreneurial nature of the economy and plan for Oxford Capital to continue contributing to innovation in a socially responsible and meaningful manner. The firm seeks to add value to the national economic growth strategy through the conversion of science and innovation to commercial applications, resulting in job creation, export generation and people development.
The group is fortunate in having its headquarters in Oxford from where it has access to many innovation clusters around the UK and to a talent pool of ambitious professionals.
The Board renews its thanks to all colleagues for their service and professional conduct and to all our clients and business partners.
The group's principal revenues come from investment management income. The ability of the group to continue operating depends on its ability to:-
• source and complete investments that have the potential to generate significant returns for investors
• secure inflows of funds from client investors.
The group:-
• does not have bank loans or overdrafts and is therefore not directly exposed to interest rate uncertainty
• did not have any significant foreign exchange balances or investments on 30 June 2024 and so has negligible exposure to the movement of exchange rates.
Prudential Liquidity Reserves
As a financial services firm, Oxford Capital operates in an industry which has over the years experienced systemic shocks and other challenges which make the prudent management of the business and its long-term stability important to maintain. Such shocks may arise again, and the firm wishes as far as reasonably possible to be able to meet the needs of its clients and other stakeholders at such times. Consequently, the Board, having a keen sense of fiduciary responsibility and acting with the support of shareholders, endeavours to operate the business with a policy of long-term stewardship. This is implemented in part by the policy of building as strong a balance sheet as possible and the maintenance of liquid reserves for prudential reasons. In this context, the directors believe that the current level of cash reserves is appropriate to support the continuing trading of the business.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2024.
No ordinary dividends were paid. The directors recommend payment of a final dividend amounting to £59,400.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
We have audited the financial statements of Oxford Capital Partners Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group and company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
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 and parent company 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, 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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 our 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.
In the light of the knowledge and understanding of the group and the parent company and their 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 returns adequate for our audit have not been received from branches not visited by us; 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.
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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our knowledge and experience;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company.
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where applicable; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims;
reviewing relevant correspondence.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £542,224 (2023 - £580,845 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Oxford Capital Partners Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 46 Woodstock Road, Oxford, OX2 6HT.
The group consists of Oxford Capital Partners Holdings Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The consolidated group financial statements consist of the financial statements of the parent company Oxford Capital Partners Holdings Ltd together with all entities controlled by the parent company (its subsidiaries).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Non-controlling (minority) interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Fixed profit shares for minority interest members of Oxford Capital Partners LLP totalling £163,695 (2023: £194,697) have been included within operating expenses with the remainder of their share of the profits disclosed as 'minority interests' on the face of the profit and loss account.
No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006.
The disclosure exemption within FRS102 to not present a statement of cash flows for the parent company has been taken.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, rebates and discounts. The group recognises revenue when the amount can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the group's activities.
In particular, income generated from investment management is based on a percentage of funds under management. This is accrued (net of amounts not expected to be recovered) if there isn't sufficient cash on account to pay. The accruals are cleared through the generation of exit proceeds.
Initial fees are recognised when the investment monies are received.
Performance fees are only recognised when the underlying investments which generate the fees are realised, and certain criteria have been fulfilled.
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 recognised in the profit and loss account.
Investments in group undertakings are included at cost less impairment.
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in the profit and loss account. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
The group has participating shares in some of the companies in which it has arranged investment. These shares only have value when certain criteria are met (for example where proceeds on the sale of a company exceed a specified amount). Any amounts receivable from the disposals of shares are shown as a profit on disposal of investments in the year in which the value is realised.
Debtors are amounts due from customers for services delivered in the ordinary course of business.
Debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of debtors is established when there is objective evidence that the group will not be able to collect all amounts due.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the value of money is material, the initial measurement is on present value basis.
The tax expense for the period comprises current tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.
Dividends
Dividend distribution to the company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are paid.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources.
The key accounting judgement made by the directors in preparing the financial statements is the level of provision for impairment against debtors and accrued income.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
The proposed final dividend for the year ended 30 June 2024 is:
The proposed final dividend is subject to approval by shareholders and has not been included as a liability in these financial statements.
Details of the company's subsidiaries at 30 June 2024 are as follows:
The principal activity of Oxford Capital Partners LLP is investment management. All other subsidiaries are dormant. The registered office of all the subsidiary undertakings is 46 Woodstock road, Oxford, OX2 6HT.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Rights
All shares rank equally for dividends, return on capital and carry one vote each.
Founder shares
These consist of 51,300 founder A shares, 14,850 (2023: 29,700) founder B shares and 23,850 (2023: 9,000) founder C shares.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
The remuneration of key management personnel is as follows.
Within minority interest in the group creditors is an aggregate £403,480 (2023: £352,485) of capital held within Oxford Capital Partners LLP in respect of key management.
Company
The company's profit share for the year from its subsidiary Oxford Capital Partners LLP was profit £619,780 (2023: £526,527- loss). The amount owed by Oxford Capital Partners LLP at 30 June 2024 was £53,335 (2023: £nil owed by Oxford Capital Partners LLP).