Encompass Corporation Group Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 12535966 (England and Wales)
Encompass Corporation Group Holdings Limited
Company Information
Directors
R Carson
W Johnson
D Edgar
D Honold
R McKelvie
R Scott
Appointed 21 November 2023
Company number
12535966
Registered office and
Level 3
business address
8 Bishopsgate
London
England
EC2N 4BQ
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Encompass Corporation Group Holdings Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14 - 15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 36
Encompass Corporation Group Holdings Limited
Strategic Report
For the year ended 31 December 2024
Page 1

The directors present the strategic report for Encompass Corporation Group Holdings Limited and its subsidiary companies (together “the Group” or “Encompass”) for the year ended 31 December 2024.

Overview

Encompass enables fast, accurate identity validation and verification of corporate clients, and a gold standard approach to KYC. Our award-winning corporate digital identity (CDI) platform and innovative solutions incorporate real-time data and documents from authoritative global public data sources and private client information, to create and maintain digital risk profiles. With Encompass, the world’s leading banks improve client experience and increase business opportunities through consistent regulatory compliance and risk mitigation.

In a world of surging client expectations and fierce competition, banks must embrace change to stay relevant. Digital transformation is no longer optional: it’s essential for survival. How fast banks can accurately verify the identity of corporate clients is more critical than ever. Outdated manual processes, legacy systems, and a complex web of escalating regulatory demands are negatively impacting the identity verification process, frustrating both banks and clients. By innovating and embracing automation, banks can achieve greater efficiency and client satisfaction while protecting revenue growth, profits, and reputations.

Encompass is delivered as Software as a Service (SaaS) and designed for seamless integration and accessible via an intuitive user interface (UI) or robust API. Digital profiles are available in multiple formats and enable effortless incorporation into existing banking systems including existing or third-party client lifecycle management (CLM) and workflow solutions.

Review of the business

The launch of the Corporate Digital Identity (CDI) category has been a major undertaking by the Encompass team. We are seeing increased recognition of CDI within the industry, in publications and amongst standards bodies. CDI is resonating with banks that need to improve their customer experience, revenue, market share, and reduce costs.   

We are poised to broaden the appeal of our CDI platform in 2025. Our strategic plan includes integrating non-KYC specific data and extending CDI's importance across multiple stages of the banking value chain.

The past two years have presented significant challenges for our industry, with top-quartile growth for companies like ours continuing to decline. The headwinds started with the interest rate increases and warnings to banks of challenging times. The restrictive budgeting within the banking sector that followed led to postponed transformation projects and cautious spending.  

However, we are seeing promising signs of recovery. Our partners in the global advisory and consulting firms are seeing new major transformation projects commencing and regulators have resumed significant investigations into banks’ regulatory compliance. 

We received significant industry recognition for our people, products, and services, most notably:

Encompass Corporation Group Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Financial performance
2024 saw our continued focus and determination to remain on the path to profitability with revenue up and expenses down. The tech sector saw wide ranging layoffs and companies fighting to adjust the way they operate.  Encompass was no different as we continued to strive toward operating with a lean team and on a path to profitability.

Revenue reported in FY24 is £13.6m, up by 44% from FY23.  Our run rate ARR gives us confidence of another year of revenue growth in FY25.

Bottom line performance was up by 13% in comparison to FY23. Excluding amortisation on intangible assets and exceptional items, operating costs were 6% lower.  Gross margin on product revenue is 79%, up from 72% in the prior year. This puts us in a strong position to drive toward profitability going forward, with further revenue acquisition.

We continued to invest in product development, particularly on the back of the CoorpID and Blacksmith acquisitions, where we made solid progress towards announcing the new EC360 product offering in early 2025. We also continued to invest in revenue accretive areas - marketing and commercial teams - as well as business critical functions such as security.
People

Headcount decreased to an average of 163 (2023: 181) and ended the year with 133 members of staff, as we sought to achieve efficiencies across the business.

During the year, our Executive team has undergone significant changes aimed at enhancing strategic direction and operational efficiency. Key leadership roles have been restructured, with internal promotions filling the roles of Chief Financial Officer and Chief Revenue Officer. New appointments were made in the executive positions of VP Customer Operations and Chief Technology Officer. These changes are designed to bring fresh perspectives and drive innovation, ensuring the company remains competitive in a rapidly evolving market. Our executive team brings a wealth of experience and a proven track record of success, which is expected to contribute positively to the company's long-term growth and stability.

We also made senior level hires in Security, with the appointment of our first Chief Information Security Officer, and in commercial teams with new management appointed in Europe and the UK.

Principal uncertainties and risks

Cybersecurity and information security

Data and information integrity and security are crucially important to the success of Encompass. Cybersecurity incidents or the perceived threat thereof could lead to customer and revenue loss as well as material legal liability. The complexity and sophistication of organized crime present significant challenges, requiring constant updates to detection and prevention strategies. Additionally, the integration of advanced technologies like AI also introduces risks related to explainability and regulatory alignment.

Our Chief Information Security Officer ensures companywide adherence to all information security policies and procedures as well as the safety, compliance and operational efficiency of the platform servicing our customers. Encompass retains it’s ISO27001 accreditation and is working towards SOC 2 compliance during the financial year.

Encompass Corporation Group Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 3

Macroeconomic climate

Geopolitical factors and economic instability can impact the company's operations and strategic planning. Challenging economic conditions and periods of uncertainty may impact the demand for our software and services. Budgets may be tightened, and sales cycles could increase.

Our customer priorities may shift, but given our automation software can reduce cost, improve regulatory compliance, and reduce time to revenue, we believe that we are well positioned to thrive in challenging market conditions.

The economic climate may make it more challenging to raise capital. Encompass continues to operate at a loss whilst we invest in growth. Our ability to raise capital is important to enable us to continue to grow the business.

Currency and treasury risk

Given our global presence, we may be exposed to fluctuations in foreign exchange which could impact the business.

When the need arises, the Group holds/sells cash held in other currencies to reduce its exposure to fluctuations in foreign exchange rates.

Uncertainty in banking markets heightens the risk in treasury management. We will continue to conduct risk management and mitigation strategies, including diversifying our liquid assets across multiple banking partners, currencies, and group companies.

Outlook and future developments
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in business for the forthcoming twelve-month period.

Looking ahead, Encompass is committed to driving sustainable growth and creating long-term shareholder and customer value through strategic innovation and market expansion. The launch of our EC360 platform and suite of solutions in early 2025 will introduce a fresh look and feel to our brand, tailored to the C-suite and our Tier 1 banking and global partner client base. Our focus on operational excellence will ensure we maintain a competitive edge in the market. Additionally, we plan to explore new revenue streams and strategic partnerships that align with our core competencies and growth objectives. By fostering a culture of continuous improvement and leveraging our talented workforce, we are well-positioned to capitalize on emerging opportunities and deliver robust financial performance for our shareholders.

On behalf of the board

W Johnson
Director
27 July 2025
Encompass Corporation Group Holdings Limited
Directors' Report
For the year ended 31 December 2024
Page 4

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of the development and provision of a software as a service platform to assist customers with their know your customer (KYC) and anti-money laundering (AML) compliance obligations.

Directors

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

R Carson
W Johnson
D Edgar
D Honold
R McKelvie
R Scott
Appointed 21 November 2023
Results and dividends

The results for the year are set out on page 10.

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

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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 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.

Encompass Corporation Group Holdings Limited
Directors' Report (Continued)
For the year ended 31 December 2024
Page 5
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually 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 auditor of the company is aware of that information.

On behalf of the board
W Johnson
Director
27 July 2025
Encompass Corporation Group Holdings Limited
Independent Auditor's Report
To the Members of Encompass Corporation Group Holdings Limited
Page 6
Opinion

We have audited the financial statements of Encompass Corporation Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the 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).

In our opinion the financial statements:

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.

Encompass Corporation Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Encompass Corporation Group Holdings Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

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

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 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:

 

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 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 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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Encompass Corporation Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Encompass Corporation Group Holdings Limited
Page 8

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Encompass Corporation Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Encompass Corporation Group Holdings Limited
Page 9

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

fraud

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.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

 

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jamie Sherman
(Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
28 July 2025
Chartered Accountants
6th Floor
Statutory Auditor
9 Appold Street
London
EC2A 2AP
Encompass Corporation Group Holdings Limited
Group Profit and Loss Account
For the year ended 31 December 2024
Page 10
2024
2023
Notes
£
£
Turnover
3
13,603,203
9,436,549
Cost of sales
(3,876,997)
(3,781,044)
Gross profit
9,726,206
5,655,505
Administrative expenses
(27,643,309)
(27,022,225)
Other operating income
-
431,026
Operating loss
4
(17,917,103)
(20,935,694)
Interest receivable and similar income
9
3,059
89,529
Interest payable and similar expenses
10
(249,921)
(303)
Amounts written off investments
8
-
(4,075)
Loss before taxation
(18,163,965)
(20,850,543)
Tax on loss
11
108,646
894,488
Loss for the financial year
(18,055,319)
(19,956,055)
The loss for the financial year is all attributable to the owners of the parent company.
Encompass Corporation Group Holdings Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2024
Page 11
2024
2023
£
£
Loss for the year
(18,055,319)
(19,956,055)
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(245,987)
436,249
Total comprehensive income for the year
(18,301,306)
(19,519,806)
Total comprehensive income for the year is all attributable to the owners of the parent company.
Encompass Corporation Group Holdings Limited
Group Balance Sheet
As at 31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
7,495,677
9,369,596
Tangible assets
13
115,656
133,984
7,611,333
9,503,580
Current assets
Debtors
16
11,128,483
5,271,676
Cash at bank and in hand
1,538,197
5,923,316
12,666,680
11,194,992
Creditors: amounts falling due within one year
17
(12,802,840)
(9,724,531)
Net current (liabilities)/assets
(136,160)
1,470,461
Total assets less current liabilities
7,475,173
10,974,041
Creditors: amounts falling due after more than one year
18
(6,000,000)
-
Net assets
1,475,173
10,974,041
Capital and reserves
Called up share capital
20
62,774,118
60,305,589
Share premium account
21
47,945,278
42,140,297
Other reserves
(10,464,127)
(10,907,052)
Profit and loss reserves
(98,780,096)
(80,564,793)
Total equity
1,475,173
10,974,041
The financial statements were approved by the board of directors and authorised for issue on 27 July 2025 and are signed on its behalf by:
27 July 2025
W Johnson
Director
Encompass Corporation Group Holdings Limited
Company Balance Sheet
As at 31 December 2024
31 December 2024
Page 13
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
-
0
9,369,596
Investments
14
65,054,475
64,674,100
65,054,475
74,043,696
Current assets
Debtors
16
9,369,599
3
Cash at bank and in hand
1,201,649
268,116
10,571,248
268,119
Creditors: amounts falling due within one year
17
(2,107,052)
(1,494,457)
Net current assets/(liabilities)
8,464,196
(1,226,338)
Total assets less current liabilities
73,518,671
72,817,358
Creditors: amounts falling due after more than one year
18
(6,000,000)
-
Net assets
67,518,671
72,817,358
Capital and reserves
Called up share capital
20
62,774,118
60,305,589
Share premium account
21
47,945,278
42,140,297
Other reserves
29,631,066
29,228,191
Profit and loss reserves
(72,831,791)
(58,856,719)
Total equity
67,518,671
72,817,358

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £14,061,075 (2023 - £58,878,111 loss).

The financial statements were approved by the board of directors and authorised for issue on 27 July 2025 and are signed on its behalf by:
27 July 2025
W Johnson
Director
Company Registration No. 12535966 (England and Wales)
Encompass Corporation Group Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2024
Page 14
Share capital
Share premium account
Merger reserve
Share based payment reserve
Total other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
56,162,896
32,921,676
(12,487,434)
225,073
(12,262,361)
(61,044,987)
15,777,224
Year ended 31 December 2023:
Loss for the year
-
-
-
-
(19,956,055)
(19,956,055)
Other comprehensive income:
Currency translation differences
-
-
-
-
436,249
436,249
Total comprehensive income for the year
-
-
-
-
(19,519,806)
(19,519,806)
Issue of share capital
20
4,142,693
9,218,621
-
-
-
13,361,314
Share based payments
-
-
-
1,355,309
1,355,309
-
1,355,309
Balance at 31 December 2023
60,305,589
42,140,297
(12,487,434)
1,580,382
(10,907,052)
(80,564,793)
10,974,041
Encompass Corporation Group Holdings Limited
Group Statement of Changes in Equity (Continued)
For the year ended 31 December 2024
Share capital
Share premium account
Merger reserve
Share based payment reserve
Total other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Page 15
Year ended 31 December 2024:
Loss for the year
-
-
-
-
(18,055,319)
(18,055,319)
Other comprehensive income:
Currency translation differences on overseas subsidiaries
-
-
-
-
(245,987)
(245,987)
Total comprehensive income for the year
-
-
-
-
-
(18,301,306)
(18,301,306)
Issue of share capital
20
2,491,029
5,804,981
-
-
-
8,296,010
Reduction of shares
(22,500)
-
22,500
-
0
22,500
-
-
Transfer of share based payment
-
-
-
(86,003)
(86,003)
86,003
-
Share based payments
-
-
-
506,428
506,428
-
506,428
Balance at 31 December 2024
62,774,118
47,945,278
(12,464,934)
2,000,807
(10,464,127)
(98,780,096)
1,475,173
Encompass Corporation Group Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2024
Page 16
Share capital
Share premium account
Merger reserve
Share basd payment reserve
Total other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
56,162,896
32,921,676
27,647,809
225,073
27,872,882
21,392
116,978,846
Year ended 31 December 2023:
Loss for the year
-
-
-
-
-
(58,878,111)
(58,878,111)
Other comprehensive income:
Total comprehensive income for the year
-
-
-
-
-
(58,878,111)
(58,878,111)
Issue of share capital
20
4,142,693
9,218,621
-
-
-
-
13,361,314
Capital contribution from grant of share options to employees of group companies
-
-
-
1,355,309
1,355,309
-
1,355,309
Balance at 31 December 2023
60,305,589
42,140,297
27,647,809
1,580,382
29,228,191
(58,856,719)
72,817,358
Year ended 31 December 2024:
Loss for the year
-
-
-
-
-
(14,061,075)
(14,061,075)
Other comprehensive income:
Total comprehensive income for the year
-
-
-
-
-
(14,061,075)
(14,061,075)
Issue of share capital
20
2,491,029
5,804,981
-
-
-
-
8,296,010
Transfer of share based payment
-
-
(86,003)
(86,003)
86,003
-
Reduction of shares
20
(22,500)
-
(17,550)
-
(17,550)
-
(40,050)
Capital contribution from grant of share options to employees of group companies
-
-
-
506,428
506,428
-
506,428
Balance at 31 December 2024
62,774,118
47,945,278
27,630,259
2,000,807
29,631,066
(72,831,791)
67,518,671
Encompass Corporation Group Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2024
Page 17
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(18,841,233)
(15,001,166)
Interest paid
(249,921)
(303)
Income taxes refunded
492,875
2,539,024
Net cash outflow from operating activities
(18,598,279)
(12,462,445)
Investing activities
Purchase of tangible fixed assets
(85,909)
(24,602)
Proceeds on disposal of tangible fixed assets
-
238
Proceeds on disposal of investments
-
(4,075)
Interest received
3,059
89,529
Net cash (used in)/generated from investing activities
(82,850)
61,090
Financing activities
Proceeds from issue of shares
8,296,010
3,991,718
Increase in bank loans
6,000,000
-
Net cash generated from financing activities
14,296,010
3,991,718
Net decrease in cash and cash equivalents
(4,385,119)
(8,409,637)
Cash and cash equivalents at beginning of year
5,923,316
14,332,953
Cash and cash equivalents at end of year
1,538,197
5,923,316
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 18
1
Accounting policies
Company information

Encompass Corporation Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Level 3, Bishopsgate, London, EC2N 4BQ.

 

The group consists of Encompass Corporation Group Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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 £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. Investments in subsidiaries are accounted for at cost less impairment.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 19

The consolidated financial statements incorporate those of Encompass Corporation Group Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

All financial statements are made up to 31 December 2024.

 

All intra-group transactions, balances and unrealised gains and losses on transactions between group companies are eliminated on consolidation.

1.3
Going concern

The group generated a loss of £18,055,319 (2023: loss of £19,956,055) for the year ended 31 December 2024. At the balance sheet date, the group had net assets of £1,475,173 (2023: net assets of £10,974,041). The group’s assets included cash at bank at the balance sheet date of £1,538,197 (2023: £5,923,316). The directors are confident that sufficient cash resources will be available to the group to fund the group’s ongoing operations and enable it to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements.

 

The directors have prepared forecasts for future periods, which reflect a rationalised cost base and sales revenues from both committed sales contracts and new business where there is a high degree of confidence.

 

Since incorporation the company has undertaken a series of successful equity fund raisings to fund the growth of the business. In addition, the group have been given access to a financing facility from an external banking partner for a total of £10,000,000. The full balance has been drawn down prior to the approval of these financial statements. Additional funds of £5,579,997 have been received following investment from an external partner. With these new funds factored in, the directors forecast sufficient cash to be available for the group to meet its liabilities as they fall due for at least 12 months from the date of approval even when factoring in some prudent downsides. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents net invoiced sales of services, excluding value added tax, together with any

amounts recoverable on contracts. Turnover includes subscription income, which is recognised over the period of the service provided on a straight line basis, as well as professional services revenue which is recognised on a milestone basis.

 

1.5
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.

Software Platforms
5 years straight line
1.6
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.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 20

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
10% straight line
Computers
33% straight line

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.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group 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).

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.9
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and credit cards facilities. Credit cards facilities are shown within borrowings in current liabilities.

 

A fixed charge of £10,000 was held within the bank as a deposit for credit card facilities. This was refunded during the year.

1.10
Financial instruments
The company only has basic financial instruments measured at amortised cost, with no financial instruments classified as other or basic instruments measured at fair value.
1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 21
1.12
Taxation

The tax expense/credit represents the sum of the tax currently payable and deferred tax, less any R&D tax credits that have been claimed.

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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Any R&D tax credits claimed are then credited to the profit and loss account.

Deferred tax

Deferred tax liabilities are recognised for all timing differences and 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. No asset is recognised in respect of losses carried forward.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 22
1.17
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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 estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Research and development tax credits

The directors have identified relevant expenditure upon which to claim research and development tax credits in the UK and Australia. Qualifying costs have been estimated by the Directors under the guidance and advice of external professional R&D advisors. The Directors are comfortable that the amounts included in the financial statements accurately represent the anticipated repayments from relevant tax authorities, although there can be no certainty over the exact amounts to be received.

 

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 23
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Share based payments

The value of the share-based payments charge and reserve is derived on the basis of estimations and assumptions regarding the fair value of share options at the year-end. The company uses the Black Scholes model to arrive at the fair value, taking into account the awards term, the risk-free interest rate and the expected volatility of the market price of the Company's shares. The company also applies an estimate as to the share options that will eventually vest and therefore applies a 29% discount which factors in leavers from the scheme. This discount has been arrived at using historical data. Details of share-based payments and the assumptions applied are disclosed in note 22.

Intangible Assets - Software Platforms

The group acquired two software platforms during 2023 and have recognised intangible assets at cost. There is a significant estimate made by the Group in assessing the useful economic life of the assets and whether any impairment is required. As at December 2024, the assets have been held at cost less amortisation. The directors have determined that no impairment is considered necessary based on the future economic benefits expected to flow to the entity as a result of the acquisitions and signed contracts with customers.

Valuation of investments

The parent company assesses the value of investments for any impairment at the end of each reporting period. The directors consider the financial performance and net assets of the investments in determining the recoverable amount and the subsequent need for any impairment.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Subscription Fees
12,850,327
8,605,103
Onboarding & Implementation Fees
337,240
467,504
Data Fees
415,636
363,942
13,603,203
9,436,549
2024
2023
£
£
Turnover analysed by geographical market
EMEA
8,519,158
5,527,003
APAC
2,320,245
2,607,621
North America
2,763,800
1,301,925
13,603,203
9,436,549
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
3
Turnover and other revenue
(Continued)
Page 24
2024
2023
£
£
Other significant revenue
Interest income
3,059
89,529
Grants received
-
204,870
Research and Development tax rebate
-
226,157
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(56,669)
260,906
Research and development costs
847,666
2,972,377
Government grants
-
(204,870)
Depreciation of owned tangible fixed assets
73,872
97,459
Amortisation of intangible assets
1,873,919
-
Share-based payments
506,429
1,355,309
Operating lease charges
706,800
892,759
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales and Marketing
52
63
-
-
Product and Development
91
95
-
-
General and Administration
20
23
-
-
Total
163
181
-
0
-
0
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
5
Employees
(Continued)
Page 25

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
17,443,178
19,281,483
-
0
-
0
Social security costs
1,536,179
1,592,878
-
-
Pension costs
928,019
933,782
-
0
-
0
19,907,376
21,808,143
-
0
-
0
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
20,700
13,000
Audit of the financial statements of the company's subsidiaries
19,050
19,180
39,750
32,180
For other services
All other non-audit services
21,250
30,230
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
560,007
542,194
Company pension contributions to defined contribution schemes
62,707
57,869
Directors fees
240,000
200,000
862,714
800,063
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
7
Directors' remuneration
(Continued)
Page 26
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
293,664
271,097
Company pension contributions to defined contribution schemes
32,853
28,934
8
Amounts written off investments
2024
2023
£
£
Gain/(loss) on disposal of investments held at fair value
-
(4,075)
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
3,059
89,529
Total income
3,059
89,529
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
178,940
-
Other interest on financial liabilities
70,421
303
249,361
303
Other finance costs:
Other interest
560
-
Total finance costs
249,921
303
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 27
11
Taxation
2024
2023
£
£
Current tax
Research and development tax credit - SME
(157,666)
(907,837)
Foreign current tax on profits for the current period
49,020
13,149
Total current tax
(108,646)
(894,488)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(18,163,965)
(20,850,543)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(4,540,991)
(4,899,878)
Unutilised tax losses carried forward
4,484,905
4,820,886
Research and development tax credit
(157,666)
(1,133,994)
Share based payment charge
105,106
318,498
Taxation credit for the year
(108,646)
(894,488)
12
Intangible fixed assets
Group
Software Platforms
£
Cost
At 1 January 2024 and 31 December 2024
9,369,596
Amortisation and impairment
At 1 January 2024
-
0
Amortisation charged for the year
1,873,919
At 31 December 2024
1,873,919
Carrying amount
At 31 December 2024
7,495,677
At 31 December 2023
9,369,596
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
12
Intangible fixed assets
(Continued)
Page 28
Company
Software Platforms
£
Cost
At 1 January 2024
9,369,596
Transfers
(9,369,596)
At 31 December 2024
-
0
Amortisation and impairment
At 1 January 2024 and 31 December 2024
-
0
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
9,369,596

 

Intangible asset additions in 2023 relate to the purchase of two software platforms in December 2023 which will be amortised over the useful economic lives. Assets are held at cost at 31 December 2024, with the consideration being the purchase of shares issued. Management have considered no impairment is required due to the future cash flows of the intangible exceeding the carrying value. Ownership of the assets has been transferred to Encompass Corporation Technology Limited in the year.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 29
13
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
87,641
468,333
555,974
Additions
-
0
85,909
85,909
Disposals
(48,354)
(1,014)
(49,368)
At 31 December 2024
39,287
553,228
592,515
Depreciation and impairment
At 1 January 2024
38,642
383,348
421,990
Depreciation charged in the year
4,903
61,512
66,415
Eliminated in respect of disposals
(10,532)
(1,014)
(11,546)
At 31 December 2024
33,013
443,846
476,859
Carrying amount
At 31 December 2024
6,274
109,382
115,656
At 31 December 2023
48,999
84,985
133,984
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
65,054,475
64,674,100
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
14
Fixed asset investments
(Continued)
Page 30
Movements in fixed asset investments
Company
Investments in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 January 2024
64,674,100
-
64,674,100
Additions
14,726,202
14,726,202
29,452,404
Capital contribution from grant of share options to employees of subsidiaries
420,425
-
420,425
Disposals
(40,050)
(14,726,202)
(14,766,252)
At 31 December 2024
79,780,677
-
79,780,677
Impairment
At 1 January 2024
-
-
-
Impairment losses
14,726,202
-
14,726,202
At 31 December 2024
14,726,202
-
14,726,202
Carrying amount
At 31 December 2024
65,054,475
-
65,054,475
At 31 December 2023
64,674,100
-
64,674,100

Loans due from subsidiary entities, Encompass Corporation AU PTY, Encompass Corporation US and Encompass Corporation Singapore totalling £2,573,857 were novated to Encompass Corporation UK Limited during the year.

 

Loan balances due from Encompass Corporation UK Limited totalling £14,726,202 were then waived by Encompass Corporation Group Holdings during 2024, leading to an increase in the investment in subsidiaries by way of a capital contribution. In line with the agreements between the two parties, repayment has been waived and hence the investment has been fully impaired during the year.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 31
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Encompass Corporation Australia Pty Ltd
Australia
Computer Software
Ordinary
0
100.00
Encompass Corporation Pty Ltd
Australia
Computer Software
Ordinary
100.00
-
Encompass Corporation Europe Ltd
Scotland
Computer Software
Ordinary
0
100.00
Encompass Corporation UK Ltd
Scotland
Computer Software
Ordinary
0
100.00
Encompass Corporation Singapore Pte Ltd
Singapore
Computer Software
Ordinary
0
100.00
Encompass Corporation US Inc
United States
Computer Software
Ordinary
0
100.00
Encompass Corporation Balkans d.o.o
Serbia
Computer Software
Ordinary
0
100.00
Encompass NL BV
Netherlands
Computer Software
Ordinary
0
100.00
Encompass Corporation Technology Limited
Scotland
Computer Software
Ordinary
0
100.00
Encompass Corporation Trade Limtied
Scotland
Computer Software
Ordinary
0
100.00

The company's subsidiaries Encompass Corporation Europe Limited, Encompass Corporation Technology Limited and Encompass Corporation Trade Limited are exempt from audit by virtue of s479A of the Companies Act 2006.

 

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 32
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,853,185
1,304,607
-
0
-
0
Corporation tax recoverable
730,246
1,114,475
-
0
-
0
Amounts owed by group undertakings
-
-
9,369,596
-
Other debtors
1,931,595
2,052,254
3
3
Prepayments and accrued income
613,457
800,340
-
0
-
0
11,128,483
5,271,676
9,369,599
3
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
118,973
-
0
118,973
-
0
Trade creditors
799,908
1,014,065
-
0
-
0
Amounts due to group undertakings
-
0
-
0
1,956,670
1,476,256
Other taxation and social security
334,902
459,308
1
1
Deferred income
10,094,453
6,743,263
-
0
-
0
Other creditors
88,008
137,566
-
0
-
0
Accruals
1,366,596
1,370,329
31,408
18,200
12,802,840
9,724,531
2,107,052
1,494,457
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
6,000,000
-
0
6,000,000
-
0

A fixed and floating charge is held over the group's assets in respect of this facility.

19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
928,019
933,782

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.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 33
20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
62,774,118
60,305,589
62,774,118
60,305,589

During the year the company issued 2,313,729 ordinary £1 shares at a price of £3.49 per share. Additionally 177,300 shares were issued at prices between £1.04 to £2.85 in respect of share options exercised by employees.

 

22,500 ordinary £1 shares were cancelled in the year.

21
Share premium account
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
42,140,297
32,921,676
42,140,297
32,921,676
Issue of new shares
5,804,981
9,218,621
5,804,981
9,218,621
At the end of the year
47,945,278
42,140,297
47,945,278
42,140,297

On 27 February 2024, 16,600 £1 ordinary shares were issued at £1.91 per share for cash consideration. A further 47,000 £1 ordinary shares were issued at £1.04 per share for cash consideration. Share issues were in regards to share option exercises. A further 7,000 £1 ordinary shares were issued at £2.85 per share.

 

On 7 May 2024, 4,000 £1 ordinary shares were issued at £2.85 per share for cash consideration.

 

On 6 July 2024, 2,313,729 £1 ordinary shares were issued at £3.49 per share for cash consideration.

 

On 4 September 2024, 2,700 £1 ordinary shares were issued at £1.91 per share for cash consideration.

 

On 11 September 2024,100,000 £1 ordinary shares were issued at £1.04 per share for cash consideration.

22
Share-based payment transactions

Share Options typically vest over three years from the date of the grant, 20% after 1 year, and then 10% quarterly over the following 2 years so that on the three-year anniversary of the grant, all options are fully vested. An option holder can only exercise options over shares that have vested. There are no cash settlement alternatives.

 

The fair value of equity-settled share options granted is estimated at the date of grant based upon the Black-Scholes pricing model. All options are equity settled. The group measures their value, and the corresponding increase in equity, by reference to the fair value of the equity instruments granted at the date at which they are granted. The expense is recognised over the vesting period.

Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
22
Share-based payment transactions
(Continued)
Page 34
Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
4,838,738
4,959,329
2.45
0.92
Granted
1,785,441
493,500
2.53
3.23
Forfeited
(807,720)
(604,791)
2.52
2.45
Exercised
(177,300)
(9,300)
1.37
-
Outstanding at 31 December 2024
5,639,159
4,838,738
2.52
2.45
Exercisable at 31 December 2024
3,616,728
3,425,278
-
-

The options outstanding at 31 December 2024 had an exercise price ranging from £1.04 to £3.49, and a remaining contractual life between 0 and 3 years.

Group
Company
2024
2023
2024
2023
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
506,429
1,355,309
-
-
23
Operating lease commitments
Lessee

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
Company
2024
2023
2024
2023
£
£
£
£
Within one year
441,479
565,834
-
-
Between two and five years
142,436
406,288
-
-
583,915
972,122
-
0
-
0
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 35
24
Events after the reporting date

Subsequent to the reporting date the group have drawn down the remaining £4,000,000 of a financing facility from an external banking partner. A fixed and floating charge was already held over the company's assets in respect of this facility.

 

As at the date of approval, Encompass Corporation Group Holdings have issued 1,598,853 ordinary shares for a total consideration of £5,579,997.

25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
2,095,455
2,552,756

During the year share option charges totalling £195,140 (2023: £20,446) were awarded to key management personnel.

26
Cash absorbed by group operations
2024
2023
£
£
Loss for the year after tax
(18,055,319)
(19,956,055)
Adjustments for:
Taxation credited
(108,646)
(894,488)
Finance costs
249,921
303
Investment income
(3,059)
(89,529)
Loss on disposal of tangible fixed assets
37,822
-
Amortisation and impairment of intangible assets
1,873,919
-
Depreciation and impairment of tangible fixed assets
66,415
97,459
Foreign exchange gains on cash equivalents
(245,987)
436,249
Other gains and losses
-
4,075
RDEC Tax Credit
-
(226,157)
Equity settled share based payment expense
506,428
1,355,309
Movements in working capital:
(Increase)/decrease in debtors
(6,241,036)
265,152
Decrease in creditors
(272,879)
(92,715)
Increase in deferred income
3,351,190
4,099,231
Cash absorbed by operations
(18,841,231)
(15,001,166)
Encompass Corporation Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 36
27
Analysis of changes in net funds/(debt) - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
5,923,316
(4,385,119)
1,538,197
Borrowings excluding overdrafts
-
(6,000,000)
(6,000,000)
5,923,316
(10,385,119)
(4,461,803)
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