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InvestEngine (Holdings) Limited
























Directors' report and financial statements



For the year ended 31 March 2024



Registered number: 13605965

 
InvestEngine (Holdings) Limited
 


Company Information


Directors
Simon Ramsey Strasser Crookall 
Andrey Dobrynin 




Registered number
13605965



Registered office
3rd Floor Lawford House
Albert Place

London

London

N3 1QA




Independent auditor
Buzzacott LLP

130 Wood Street

London

EC2V 6DL





 
InvestEngine (Holdings) Limited
 


Contents



Page
Directors' report
 
1 - 2
Independent auditor's report
 
3 - 6
Consolidated statement of comprehensive income
 
7
Consolidated statement of financial position
 
8
Company statement of financial position
 
9
Consolidated statement of changes in equity
 
10
Company statement of changes in equity
 
11
Consolidated statement of cash flows
 
12 - 13
Notes to the financial statements
 
14 - 31


 
InvestEngine (Holdings) Limited
 
 

Directors' report
For the year ended 31 March 2024

The directors present their report together with the consolidated financial statements of InvestEngine (Holdings) Limited ('the company') and its subsidiaries (together ' the group') for the year ended 31 March 2024.

Directors

The directors who served during the year were:

Simon Ramsey Strasser Crookall 
Andrey Dobrynin 

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the consolidated 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 the group and of the profit or loss of the group for that period.

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


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

make judgements 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

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

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Auditor

The auditor, Buzzacott LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

 
InvestEngine (Holdings) Limited
 


Directors' report (continued)
For the year ended 31 March 2024

Small companies exemption

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 18 December 2024 and signed on its behalf.
 





Simon Ramsey Strasser Crookall
Director
Andrey Dobrynin
Director

Page 2

 
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Independent auditor's report to the members of InvestEngine (Holdings) Limited
For the year ended 31 March 2024

Opinion


We have audited the financial statements of InvestEngine (Holdings) Limited (the 'parent company') and its subsidiary (the 'group') for the year ended 31 March 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated statement of cash flows and the related notes, including a summary of significant accounting policiesThe 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 2024 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 United Kingdom, including the Financial Reporting Council'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 or the 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 reportOur 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.
Page 3

 
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Independent auditor's report to the members of InvestEngine (Holdings) Limited (continued)
For the year ended 31 March 2024

Other information (continued)
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.

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has 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 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; or
the directors were not entitled to take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Group strategic report.


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.


Page 4

 
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Independent auditor's report to the members of InvestEngine (Holdings) Limited (continued)
For the year ended 31 March 2024

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 Group 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:

How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing investment brokerage businesses;
we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements through discussions with directors and other management at the planning stage, and from our knowledge and experience of investment brokerage businesses;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations;
we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group including the Companies Act 2006, the Financial Services and Markets Act 2000, employment legislation, and taxation legislation.
 
We assessed the extent of compliance with the laws and regulations identified above through:
 
making enquiries of management;
inspecting legal expenditure throughout the year for any potential litigation or claims; and
considering the internal controls in place that are designed 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:
 
determined the susceptibility of the group to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
reviewed journal entries at the year end to identify unusual transactions, particularly in relation to expenditure;
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the group's management;
carried out substantive testing to check the occurrence and cut-off of expenditure; and
tested the completeness and existence of revenue in by comparing reports generated by the trading platform to entries in the nominal ledger.
Page 5

 
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Independent auditor's report to the members of InvestEngine (Holdings) Limited (continued)
For the year ended 31 March 2024

Auditors' responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:
 
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with the Financial Conduct Authority and the company's legal advisors.
 


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 2006Our 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.





John Marnham (Senior statutory auditor)
for and on behalf of
Buzzacott LLP
Statutory Auditor
130 Wood Street
London
EC2V 6DL

20 December 2024
Page 6

 
InvestEngine (Holdings) Limited
 


Consolidated statement of comprehensive income
For the year ended 31 March 2024

2024
2023
Note
£
£

  

Turnover
 4 
314,070
73,900

Cost of sales
  
(703,816)
(830,409)

Gross loss
  
(389,746)
(756,509)

Administrative expenses
  
(6,154,415)
(5,418,201)

Operating loss
 5 
(6,544,161)
(6,174,710)

Interest receivable and similar income
 9 
653,181
117,886

Interest payable and similar expenses
 10 
-
(4,783)

Loss before taxation
  
(5,890,980)
(6,061,607)

Tax on loss
 11 
164,012
237,724

Loss for the financial year
  
(5,726,968)
(5,823,883)

(Loss) for the year attributable to:
  

Owners of the parent company
  
(5,726,968)
(5,823,883)

  
(5,726,968)
(5,823,883)

All amounts relate to continuing operations.
There was no other comprehensive income for 2024 or 2023.

The notes on pages 14 to 31 form part of these financial statements.

Page 7

 
InvestEngine (Holdings) Limited - Registered number:13605965



Consolidated statement of financial position
As at 31 March 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
  
6,912,686
7,299,537

Tangible assets
  
30,030
32,337

  
6,942,716
7,331,874

Current assets
  

Debtors: amounts falling due within one year
 15 
910,143
756,821

Current asset investments
  
70,000
-

Cash at bank and in hand
 17 
976,506
1,913,470

  
1,956,649
2,670,291

Creditors: amounts falling due within one year
 18 
(560,337)
(3,426,716)

Net current assets/(liabilities)
  
 
 
1,396,312
 
 
(756,425)

Net assets
  
8,339,028
6,575,449


Capital and reserves
  

Called up share capital 
 19 
1,100
844

Share premium account
 20 
19,250,774
11,911,148

Share-based payment reserve
 20 
638,005
487,340

Profit and loss account
 20 
(11,550,851)
(5,823,883)

Equity attributable to owners of the parent company
  
8,339,028
6,575,449

  
8,339,028
6,575,449


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 December 2024.




Simon Ramsey Strasser Crookall
Andrey Dobrynin
Director
Director

The notes on pages 14 to 31 form part of these financial statements.

Page 8

 
InvestEngine (Holdings) Limited - Registered number:13605965



Company statement of financial position
As at 31 March 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
19,953,005
14,452,340

  
19,953,005
14,452,340

Current assets
  

Current asset investments
  
70,000
-

Cash at bank and in hand
 17 
4,088
1,007,149

  
74,088
1,007,149

Creditors: amounts falling due within one year
 18 
(171,564)
(3,066,943)

Net current liabilities
  
 
 
(97,476)
 
 
(2,059,794)

  

  

Net assets
  
19,855,529
12,392,546


Capital and reserves
  

Called up share capital 
 19 
1,100
844

Share premium account
 20 
19,250,774
11,911,148

Share-based payment reserve
 20 
638,005
487,340

Profit and loss account brought forward
  
(6,786)
-

Loss for the year
  
(27,564)
(6,786)

Profit and loss account carried forward
  
(34,350)
(6,786)

  
19,855,529
12,392,546


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 December 2024.




Simon Ramsey Strasser Crookall
Andrey Dobrynin
Director
Director

The notes on pages 14 to 31 form part of these financial statements.

Page 9

 
InvestEngine (Holdings) Limited
 


Consolidated statement of changes in equity
For the year ended 31 March 2024


Called up share capital
Share premium account
Share-based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 April 2022
1
-
-
-
1


Comprehensive income for the year

Loss for the year
-
-
-
(5,823,883)
(5,823,883)

Share-based payment charge
-
-
487,340
-
487,340


Contributions by and distributions to owners

Shares issued during the year
843
12,024,032
-
-
12,024,875

Share issue cost
-
(112,884)
-
-
(112,884)



At 1 April 2023 (as previously stated)
844
11,911,148
-
(5,823,883)
6,088,109

Prior year adjustment - correction of error
-
-
487,340
-
487,340


At 1 April 2023 (as restated)
844
11,911,148
487,340
(5,823,883)
6,575,449


Comprehensive income for the year

Loss for the year
-
-
-
(5,726,968)
(5,726,968)

Share-based payment charge
-
-
150,665
-
150,665


Contributions by and distributions to owners

Shares issued during the year
256
7,339,626
-
-
7,339,882


At 31 March 2024
1,100
19,250,774
638,005
(11,550,851)
8,339,028


The notes on pages 14 to 31 form part of these financial statements.

Page 10

 
InvestEngine (Holdings) Limited
 


Company statement of changes in equity
For the year ended 31 March 2024


Called up share capital
Share premium account
Share-based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 April 2022
1
-
-
-
1


Comprehensive income for the year

Loss for the year
-
-
-
(6,786)
(6,786)

Investment in subsidiary
-
-
487,340
-
487,340


Contributions by and distributions to owners

Shares issued during the year
843
12,024,032
-
-
12,024,875

Shares redeemed during the year
-
(112,884)
-
-
(112,884)



At 1 April 2023 (as previously stated)
844
11,911,148
-
(6,786)
11,905,206

Prior year adjustment - correction of error
-
-
487,340
-
487,340


At 1 April 2023 (as restated)
844
11,911,148
487,340
(6,786)
12,392,546


Comprehensive income for the year

Loss for the year
-
-
-
(27,564)
(27,564)

Investment in subsidiary
-
-
150,665
-
150,665


Contributions by and distributions to owners

Shares issued during the year
256
7,339,626
-
-
7,339,882


At 31 March 2024
1,100
19,250,774
638,005
(34,350)
19,855,529


The notes on pages 14 to 31 form part of these financial statements.

Page 11

 
InvestEngine (Holdings) Limited
 


Consolidated statement of cash flows
For the year ended 31 March 2024

As restated
2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(5,726,968)
(5,823,883)

Adjustments for:

Amortisation of intangible assets
876,729
827,816

Depreciation of tangible assets
9,055
10,070

Share-based payment charge
150,665
487,340

Interest paid
-
4,783

Interest received
(653,181)
(117,886)

Taxation charge
(164,012)
(237,724)

(Increase)/decrease in debtors
(201,786)
480,903

Increase in creditors
140,411
2,373,344

Corporation tax received
214,045
-

Net cash generated from operating activities

(5,355,042)
(1,995,237)


Cash flows from investing activities

Purchase of intangible fixed assets
(489,878)
(398,602)

Purchase of tangible fixed assets
(6,748)
(24,023)

Purchase of short-term unlisted investments
(70,000)
-

Interest received
651,612
117,886

Net cash acquired on purchasing of subsidiary undertaking
-
1,252,864

Net cash from investing activities

84,986
948,125

Cash flows from financing activities

Issue of ordinary shares
4,333,092
2,965,364

Interest paid
-
(4,783)

Net cash used in financing activities
4,333,092
2,960,581
Page 12

 
InvestEngine (Holdings) Limited
 


Consolidated statement of cash flows (continued)
For the year ended 31 March 2024

As restated

2024
2023

£
£



Net (decrease)/increase in cash and cash equivalents
(936,964)
1,913,469

Cash and cash equivalents at beginning of year
1,913,470
1

Cash and cash equivalents at the end of year
976,506
1,913,470


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
976,506
1,913,470


The notes on pages 14 to 31 form part of these financial statements.

Page 13

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

1.


General information

InvestEngine (Holdings) Limited is a private company limited by shares, incorporated in England and Wales, registration number 13605965. The address of the registered office is 3rd Floor, Lawford House, Albert Place, London N3 1QA. The company's principle place of business is 4th Floor, 57-59 Great Suffolk Street, London SE1 0BB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgement in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.
The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

  
2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial
statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic
of Ireland":
 
the requirements of Section 7 Statement of Cash Flows.
 
This information is included in these consolidated financial statements.

Page 14

 
InvestEngine (Holdings) Limited
 


Notes to the financial statements
For the year ended 31 March 2024

2.Accounting policies (continued)

 
2.4

Going concern

The Group generated a loss of £5.7m for the year and has continued to generate losses since 31 March 2024.
The Group has received capital injections from new and existing shareholders totalling £8m since 31 March 2024.
The directors have assessed the Group’s ability to continue as a going concern and have concluded that there are reasonable grounds to believe that it has access to adequate resources to continue in operational existence for the foreseeable future.
This assessment considered the Group’s current financial position, detailed projections and forecasts and future capital raising plans.

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 15

 
InvestEngine (Holdings) Limited
 


Notes to the financial statements
For the year ended 31 March 2024

2.Accounting policies (continued)

 
2.6

Revenue

Revenue comprises the fair value of the consideration received for the provision of discretionary
management services in the ordinary course of the company's activities. This is accrued daily. Revenue from
marketing services is recognised over the period that ongoing services are rendered or at the time when
specified performance obligations have been satisfied.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss 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 lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the group in independently administered funds.

Page 16

 
InvestEngine (Holdings) Limited
 


Notes to the financial statements
For the year ended 31 March 2024

2.Accounting policies (continued)

 
2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting 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. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

  
2.12

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
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 company and the group operate and generate income.

 
2.13

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of income and retained earnings over its useful economic life.
Goodwill is amortised on a straight line basis over 10 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are
measured at cost less any accumulated amortisation and any accumulated impairment losses.Development
costs that are directly attributable to the design and testing of identifiable and unique software products
controlled by the company are recognised as intangible assets when the following criteria are met:
 
it is technically feasible to complete the software so that it will be available for use;
management intends to complete the software and use or sell it;
there is an ability to use or sell the software;
Page 17

 
InvestEngine (Holdings) Limited
 


Notes to the financial statements
For the year ended 31 March 2024

2.Accounting policies (continued)


2.13
Intangible assets (continued)

it can de demonstrated how the software will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell the
software are available; and
the expenditure attributable to the software during its development can be reliably measured.
 
Other development expenditures that do not meet these criteria are recognised as an expense as incurred.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent
period.
At each reporting date the company assesses whether there is any indication of impairment. If such indication
exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell
and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable
amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be
made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Website and software development - 10 years

Page 18

 
InvestEngine (Holdings) Limited
 


Notes to the financial statements
For the year ended 31 March 2024

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any
accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing
the asset to the location and condition necessary for it to be capable of operating in the manner intended by
management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful
lives, using the straight-line method and the reducing balance method.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method and the reducing balance method.

Depreciation is provided on the following basis:

Furniture, fittings and equipment
-
25% reducing balance method
Land and buildings
-
5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.16

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.

 
2.17

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

Page 19

 
InvestEngine (Holdings) Limited
 


Notes to the financial statements
For the year ended 31 March 2024

2.Accounting policies (continued)

  
2.18

Segregated client assets

Prior to trading ETFs, clients deposit funds with the company. The company holds money and purchased ETFs
(custody assets) on behalf of clients in accordance with the client money and custody asset rules of the UK
Financial Conduct Authority (FCA). Such monies are segregated in accordance with the relevant regulatory
requirements. Segregated client funds comprise individual client funds held in segregated client money
accounts. Segregated client money accounts hold statutory trust status restricting the company's ability to
control the monies and accordingly such amounts are not included in the Statement of financial position.
Such assets are segregated in accordance with the relevant regulatory requirements. Segregated custody
assets comprise individual assets held in Euroclear's CREST system.

 
2.19

Creditors

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

 
2.20

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all
of its financial instruments.
Financial instruments are recognised in the company's Statement of financial position 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.

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, which are described in note 2, the directors are required to
make judgements, estimates and assumptions which affect the amounts reported for assets and liabilities as at the
year end date and amounts reported for revenues and expenses during the year. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. However, the
nature of estimation means that actual outcomes could differ from those estimates.
Capitalisation of software development costs
The Group incurs research and development expenditure. Research expenditure is not capitalised and is
recognised as an expense in the profit and loss account as incurred. Development costs are capitalised as
intangible assets.
Judgement is applied by management in determining how much expenditure can be attributed to the research and
development phases of internal projects by ascertaining the amount of time spent on developing new platform
features.

Page 20

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Portfolio management fees
138,418
73,900

Marketing services
175,652
-

314,070
73,900


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging/(crediting):

2024
2023
£
£

Research & development charged as an expense
843,587
712,816

Exchange differences
484
(444)

Other operating lease rentals
72,107
53,240


6.


Auditor's remuneration

During the year, the group obtained the following services from the company's auditor and its associates:


2024
2023
£
£

Fees payable to the company's auditor and its associates for the audit of the consolidated and parent company's financial statements
5,500
6,600

Fees payable to the company's auditors and its associates in respect of:

The auditing of accounts of associates of the company
17,000
15,000

Audit-related assurance services
18,500
-

Taxation compliance services
3,750
-

All non-audit services not included above
3,500
-


All auditor's remuneration from the year ended 31 March 2023 relates to amounts paid to the group's
previous auditor.




Page 21

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
     As restated
2024
Group
2023
£
£


Wages and salaries
1,789,092
1,799,118

Social security costs
182,069
151,249

Cost of defined contribution scheme
25,271
21,032

1,996,432
1,971,399


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Staff
23
20

The company has no employees.

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
144,167
129,000

Group contributions to defined contribution pension schemes
1,321
1,321

145,488
130,321



9.


Interest receivable

2024
2023
£
£


Bank interest receivable
653,181
117,886

653,181
117,886

Page 22

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
-
4,783

-
4,783


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
(164,012)
(237,724)


(164,012)
(237,724)


Total current tax
(164,012)
(237,724)

Deferred tax

Total deferred tax
-
-


Tax on loss
(164,012)
(237,724)
Page 23

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(5,890,980)
(6,061,607)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -19%)
(1,472,745)
(1,151,705)

Effects of:


Expenses not deductible for tax purposes
37,782
92,594

Capital allowances for year in excess of depreciation
176,377
78,074

Research and development tax credit
(164,012)
(237,724)

Research and development enhancement uplift
-
135,435

Unrelieved tax losses carried forward
1,258,586
845,602

Total tax charge for the year
(164,012)
(237,724)


Factors that may affect future tax charges

At 31 March 2024, the group had unrecognised taxable losses carried forward of £14,056,772 (2023: £4,450,355).

Page 24

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

12.


Intangible assets

Group and Company





Computer software
Goodwill
Total

£
£
£



Cost


At 1 April 2023
1,226,738
7,050,687
8,277,425


Additions
489,878
-
489,878



At 31 March 2024

1,716,616
7,050,687
8,767,303



Amortisation


At 1 April 2023
272,819
705,069
977,888


Charge for the year
171,660
705,069
876,729



At 31 March 2024

444,479
1,410,138
1,854,617



Net book value



At 31 March 2024
1,272,137
5,640,549
6,912,686



At 31 March 2023
953,919
6,345,618
7,299,537



Page 25

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

13.


Tangible fixed assets

Group






Leasehold improvements
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 April 2023
2,201
60,848
63,049


Additions
-
6,748
6,748



At 31 March 2024

2,201
67,596
69,797



Depreciation


At 1 April 2023
73
30,639
30,712


Charge for the year
440
8,615
9,055



At 31 March 2024

513
39,254
39,767



Net book value



At 31 March 2024
1,688
28,342
30,030



At 31 March 2023
2,128
30,209
32,337


14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
14,452,340


Additions
5,500,665



At 31 March 2024
19,953,005




Page 26

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

Subsidiary undertakings


At the year end, the following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

InvestEngine (UK) Limited
3rd Floor, Lawford House, Albert Place, London, N3 1QA
Ordinary
100%
InvestEngine Nominees Ltd*
3rd Floor, Lawford House, Albert Place, London, N3 1QA
Ordinary
100%
InvestEngine Pension Nominees Limited*
3rd Floor, Lawford House, Albert Place, London, N3 1QA
Ordinary
100%

*These companies are not included within these consolidated accounts. They are exempt from inclusion because they are not material to the group. Both entities are dormant.


15.


Debtors

Group
Group
2024
2023
£
£


Trade debtors
6,000
-

Other debtors
287,938
238,794

Prepayments and accrued income
214,469
67,827

Tax recoverable
401,736
450,200

910,143
756,821



16.


Current asset investments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Unlisted investments
70,000
-
70,000
-

70,000
-
70,000
-



17.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
976,506
1,913,470
4,088
1,007,149

976,506
1,913,470
4,088
1,007,149


Page 27

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
108,583
212,394
-
-

Amounts owed to group undertakings
-
-
157,588
53,552

Other taxation and social security
3,898
51,822
-
-

Other creditors
107,297
3,006,801
26
3,006,791

Accruals and deferred income
340,559
155,699
13,950
6,600

560,337
3,426,716
171,564
3,066,943



19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,995,107 (2023 - 8,443,065) Ordinary A shares of £0.0001 each
1,100
844
962 (2023 -962) Ordinary B shares of £0.0001 each
-
-

1,100

844


During the year, the company issued 2,028,420 Ordinary £0.0001 A shares for £2.6646 each.
The Ordinary A shares carry full rights with regard to voting, dividends and capital distribution.
The Ordinary B shares have no rights in the company with regard to voting but have rights to an equal share in any dividend paid by the company and rights to an equal distribution of the surplus assets of the company on its winding up.


20.


Reserves

Share premium account

The share premium account includes all amounts above the nominal value received for the shares issued.

Share-based payment reserve

The share-based payments reserve represents amounts charged to the profit and loss account in respect of share
based rewards granted to employees.

Profit and loss account

The profit and loss account represents accumulated net gains and losses and distributions to equity holders.

Page 28

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

21.


Share-based payments

During the year, the group operated both unapproved and approved EMI share option schemes and options were granted to certain employees and service providers of the subsidiary, InvestEngine (UK) Limited. All of the share options have a fixed exercise price. The options vest either in specified tranches or in equal monthly installments between the grant date and a period of up to 3 years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options granted to employees of the subsidiary are forfeited if they leave the group before the vesting date.

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

100

567,659

100
 
336,543
 
Granted during the year


-

100
 
231,116
 
Forfeited during the year

100

24,203

 
-
 
Outstanding at the end of the year
100

591,862

100
 
567,659
 

Exercisable options
At the year end, 436,218 (2023: 332,216) options were exercisable.
Valuation method
The value of the equity instruments granted was based on the most recent round of funding for the group at the time the options were granted. The option was then valued using the Black-Scholes model.




Page 29

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

22.


Segregated client assets

The group operates segregated client money bank accounts and holds segregated custody assets. As at 31 March
2024, the total balance of client money was £31,703,000 (2023: £17,314,000) and the total value of clients' custody
assets was £409,076,000 (2023: £169,281,000).


23.


Prior year adjustment

After the end ended 31 March 2023, but before the relating financial statements were signed, all share option agreements with employees were surrendered, and new agreements were signed under a new approved EMI scheme. No share-based payment expense was recognised because of this. The substance of the agreements were unchanged, with the vesting period start date in the new agreements being the same as that of the old agreements. Prior year figures have therefore been restated to spread the expense related to the share based payments over the vesting period, as if the cancellation and re-issuance had not occurred.
The administrative expenses has been debited by £487,340 (representing the share-based payment charge for both 2023, and previous years before the group existed, because the parent company entered into share-based payment agreements that started vesting before it existed), with the credit side impacting share-based payment reserves.


24.


Pension commitments

The group operated a defined contribution pension scheme. The pension cost charged for the period represents
contributions payable by the group to the scheme and amounted to £25,271 (2023 - £21,033). Contributions
totalling £4,962 (2023 - £3,665) were payable to the scheme at the end of the period and are included in creditors.


25.


Commitments under operating leases

At 31 March 2024, the  group was committed to make minimum lease payments under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
61,919
72,174

Later than 1 year and not later than 5 years
-
61,919

61,919
134,093
The company had no commitments under non-cancellable operating leases at the reporting date.

Page 30

 
InvestEngine (Holdings) Limited
 
 

Notes to the financial statements
For the year ended 31 March 2024

26.


Related party transactions

During the year ended 31 March 2024, fees totalling £979,757 (2023 - £897,846) were charged to the group by a related company by virtue of common significant influence, and £nil (2023: £99,732) was due to this company at the year end.
Interest-free loans totalling £230,000 (2023: £2,433,219) were provided to the group by directors during the year, all of which were repaid or converted to capital. At the year end, the group owed £10 (2023: £10) to the directors
Total remuneration paid to key management personnel in the year amounted to £821,287 (3023: £449,257).


27.


Post balance sheet events

Since the reporting date, the company's issued the following Ordinary £0.0001 shares at £4.5471 each:
 
15 May 2024 439,840 shares 
3 July 2024 989,641 shares 
31 July 2024 329,880 shares


28.


Controlling party

The ultimate controlling party is Simon Crookall by virtue of his majority shareholding in the company.

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