The Directors present the strategic report for the year ended 31 December 2024.
Principal activities
The Group’s principal activity during the year was the provision of wealth management services, including discretionary management services, investment advice, debt advice and cash management. Within the Group, subsidiary companies are regulated by the Financial Conduct Authority (FCA) and the U.S. Securities and Exchange Commission (SEC).
Review of the business
During 2024, the Arbion group continued in the implementation of the management team’s corporate strategy. During the year, revenue streams have diversified and the investment offerings enhanced. The Company’s expansion programme continues into 2025.
Group turnover has increased to £7.9m (2023: £5.9m). This is predominately driven by new business during the year. There continues to lie an inherent robustness stemming from the sustained growth in underlying recurring management fees. Underlying monthly management fees at year-end reflect an increase of 16% on the prior year-end equivalent period. Revenue continues to be derived largely in US Dollars. Other revenue areas have decreased due to a slow-down in opportunities in private investments.
Costs of sales have increased to £3.9m (2023: £2.5m), whilst administrative costs have decreased to £2.9m (2023: £3.3m). Much of this can be attributed to one off restructuring of costs during 2023 which were non-recurring in 2024. In addition, professional services fees, within administrative costs, have increased by 51% in comparison to the previous year. This reflects costs involved in an in-depth review of the business with a view to enhancing the Company’s capabilities and future-proofing the business. We anticipate a downward cost trend in the following year as much of the costs incurred during the year were non recurring. Arbion will continue to invest as necessary, shoring up the Company’s growth plans for the up coming year.
The business structure is set-up to be highly scalable, with considerable leverage to be gained from current levels.
Outlook
The business expects its current growth trajectories in client numbers, AUM levels and hires to all continue throughout 2025. Alongside this, the business will benefit from associated strong revenue increases and an improvement in profitability. The business continues to create significant value through its UHNW, Family Offices, and alternative investment offerings, including access to private investment opportunities. Management expect ever-increasing opportunities in this sector.
It is the firm belief of the Directors, that the business is decisively positioned for the future and ultimately to be one of the leading businesses in this sector. There are many opportunities to be grasped for a company that is truly client and outcome-focused with a resolute corporate strategy and established investment track record, such as Arbion.
Principal risks and uncertainties
There are a number of categories of risk to which the business is exposed; these encapsulate both risks that are specific to the Group and those which are relevant to the financial services market in general.
The Board of the Group is responsible for setting the risk appetite and for ensuring that the necessary controls and functions are in place to control, mitigate or eliminate any unwanted risks from the Group. The Group has a dedicated Risk and Compliance team. On a day-to-day basis the Board has delegated responsibility for the management of risk across the Group to this team. The team is responsible for ensuring that its function are adequately resourced to monitor the principal risks that the business is exposed to and to ensure compliance with current regulations and changing regulatory developments. Where appropriate the Group will enlist the help of external consultants to assist the team on any specific issues.
The principal risks to which the business is exposed include, but may not be limited to, the following:
Regulatory Risk
The subsidiaries are regulated by the Financial Conduct Authority (FCA) in respect of its investment and wealth management business in the United Kingdom, and the U.S. Securities and Exchange (SEC) in the United States of America. Failure to comply with the regulations set out by the FCA, or SEC, could lead to disciplinary action, financial penalties and reputational damage. The Risk and Compliance Team is responsible for ensuring that the Group meets all regulatory requirements.
Operational Risk
Operational risk will arise where there is a risk resulting from the failure of any of the Group’s processes, systems and controls.
The Group has documented policies and procedures designed to minimise operational risks in its principal lines of business and as a growing firm is developing and refining these on a continuing basis.
Employee Risk
The Group’s employees are its most valuable resource and therefore it seeks to recruit and retain the highest calibre staff.
Reputational risk
Reputational risk, defined as the risk of potential damage through a deterioration of the Group's reputation or due to a negative perception of its image among customers and/or counterparties. Arbion takes a holistic approach to reputational risk management consisting of preventive measures, monitored and managed by senior management.
Foreign Exchange Risk
The Group’s management and performance fees are billed in foreign currencies, and to this extent the Group is exposed to fluctuations in foreign exchange rates. The Group coverts the majority of received foreign currency at spot to minimise this exposure. Due to the expense involved, the Group has chosen not to actively hedge any foreign currency exposure at this time.
Market and Investment Risk
The Group does not run its own trading book and so is only exposed to market risk in the sense that any impact on the Group assets under management, as a result of negative market movements, would be likely to have an impact on the revenues earned from management and performance fees charged on client portfolios. Investment risk may also stem from a fall in markets or through the inappropriate management of clients' portfolios, the knock-on of any such investment risk may be a failure to satisfy clients' investment objectives and hence poor client retention.
Whilst it is not possible (and may not be desirable) to eliminate all market risk, the Group’s policy is to construct diversified portfolios for clients and allocate funds across asset classes and regions in order to minimise the impact of a fall in any single market or asset class. In addition, the Risk and Compliance team independently monitor the activities of the Investment Team in order to ensure that the level of risk in a portfolio is appropriate for its client and that excessive risks are not being taken.
Credit Risk
A large proportion of the Group’s assets are held in its own bank accounts and therefore the Group chooses to hold its own assets with only a small number of high quality institutions who have strong credit profiles.
Exposure to credit risk in relation to the potential non-payment of fees is kept to a minimum as any fees due are generally remitted by the client's bank from the account managed in their name by the Group. To this extent the greater source of credit risk in respect of these relationships could be seen to be the credit worthiness of the banking institution; as with its own assets, the Group advises clients only to bank with high quality financial institutions.
Director’s duties
The Director of the Group, as those of all UK companies, confirms they must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006, which is summarised
as follows:
A director of a group must act in the way he considers, in good faith, would be most likely to promote the
success of the Group for the benefit of its members as a whole and, in doing so, have regard (amongst
other matters) to:
(a) the likely consequences of any decision in the long-term,
(b) the interests of the Group's employees,
(c) the need to foster the Group's business relationships with clients, suppliers and others,
(d) the impact of the Group's operations on the community and the environment,
(e) the desirability of the Group maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly as between members of the Group.
The Director confirms, the implementation of the corporate strategy is considered within the context of the
long-term success of the business. Strategic management decisions are assessed and reviewed, as
necessary, to ensure they continue to align themselves with the evolving long-term direction of the business.
On this basis, the Director believes both the Group and other stakeholders, including employees, clients
and others, benefit from the best results and outcomes.
The Group's employees are its greatest asset, and the Director recognises the importance of the
contribution they make to the success of the business. Retention and recruitment of the highest calibre of
employees is therefore a key focus for the business. The positive wellbeing in the working environment and
the health of the staff are key focuses of the Group. Employees have access to a range of benefits, such
as private health care, life assurance, income protection insurance and the cycle to work scheme.
Maintaining positive client relationships are at the core of the business, therefore it is critical to
the success of the Group. As an FCA-regulated business, treating customers fairly and
maintaining high standards of business conduct are core values of the Group. The business ensures that it
continues to offer services which suit the needs of clients. There are processes in place for customer
complaint handling and dispute resolution. Furthermore, staff are given regular training on business conduct.
As a successful business, we feel a responsibility to act in a socially and environmentally positive manner. The
business has supported a number of charitable causes within the year and has ongoing philanthropical relationships.
On behalf of the Board
The Directors present their annual report and financial statements for the year ended 31 December 2024.
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
No ordinary dividends were paid. The Directors do not recommend payment of a further dividend.
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Arbion Holdings Ltd. (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 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's or the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
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.
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:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, the rules of the Financial Conduct Authority and UK taxation legislation.
We obtained an understanding of how the Company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
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 £30 (2023 - £22,127 profit).
Arbion Holdings Ltd. (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Connaught Place, 1st Floor, London, W2 2ET.
The group consists of Arbion Holdings Ltd. and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
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 consolidated Group financial statements consist of the financial statements of the Parent Company Arbion Holdings Ltd. together with all entities controlled by the Parent Company (its subsidiaries) and the Group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.
All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
At the Balance Sheet date, the Group has net assets of £1,543,981 (2023: £297,082) and during the financial year recognised a profit of £1,246,899 (2023: loss of £143,323).
Having prepared a forecast for the twelve months from the date of approval of the financial statements, the Directors believe the Company and Group has adequate cash resources at its disposal in order to meet its obligations as and when they become due for at least twelve months from the date of approval of the financial statements.
In the event that revenue is significantly adversely impacted by external factors, as an ongoing measure, the business may consider cost-reductions or other measures, as deemed necessary.
It is on this basis that the Directors adopt the going concern basis of accounting in preparing the annual financial statements.
Turnover represents amounts receivable for investment management and advisory services net of VAT.
Management and Performance fees are recognised as earned when, and to the extent that, the firm obtains the right to consideration in exchange for its performance under these contracts.
Introduction fees and private equity fees are also recognised as earned when, and to the extent that, the firm obtains the right to consideration in exchange for its performance under these contracts.
Other income represents rent receivable.
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.
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. Management have taken the view that a reasonable fair value for the unlisted investments held cannot be ascertained and therefore the company are precluded from measuring the investments at fair value.
In the Parent Company financial statements, investments in subsidiaries, associates and jointly controlled entities 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.
Entities in which the Group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
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). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The Group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow Group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.
The tax expense represents the sum of the tax currently payable and deferred 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.
Deferred tax liabilities are generally 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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 Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
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 an observable market price. 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.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
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.
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.
The Directors note that the fixed asset investments accounting policy detailed in Note 1.10 is a key judgement that impacts the current and prior year.
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.
Due to the acquisition of Arbion Limited by Arbion Holdings Ltd. being for an amount of consideration which was less than the deemed fair value of net assets, a negative goodwill balance was recognised in the prior year. A third party report was produced by valuation experts with regards to the fair value of net assets of Arbion Limited. The valuation report and subsequent negative goodwill therein have been relied upon for disclosure in the financial statements. Included in the valuation was an estimation of the fair value of investments based on recent purchases of shares of the related entities. Internally generated intangible assets including trade name and customer relationships were also included in the valuation report based on the excess earnings method, which carries a certain level of estimation uncertainty.
The carrying value of intangible assets is reviewed for impairment when an event or changes in circumstances indicate the carrying value may not be fully recoverable. Based on the impairment reviews detailed above, no impairment has been recognised on goodwill in the current or the prior year.
The carrying value of the intangible assets and investments noted above are subject to estimation uncertainty. The useful lives and amortisation policies applied to the intangible assets as detailed in Notes 1.6 and 1.7 are material estimates made by management based on their understanding of the underlying assets. The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually.
Intangible asset and investment impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which the intangibles assets have been allocated and the recoverable value of the investments. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. If actual performance falls short of forecast performance then an impairment may be required.
In the previous year impairments were recognised in respect of certain investments held as detailed in Note 10 - Amounts written off investments. The quantum of these impairments is sensitive to fluctuations in the recoverable value of the underlying investments. No impairments have been recognised in the current year.
No impairment has been been recognised in respect of the intangible assets held on the group balance sheet, based on management discounted cash flow forecasts. The management assessment for one customer list that has a carrying value of £195,300 (2023: £220,500). If the annual net revenue was to fall by 40% the value in use would drop to £193,000 and an impairment would be required. If there was no growth the value in use would be £455,000 and no impairment would be required. The impairment would also impact the deferred tax liability.
The average monthly number of persons (including Directors) employed by the Group and Company during the year was:
Their aggregate remuneration comprised:
Investment income includes the following:
The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
The Group has tax losses of £7,350,169 (2023: £8,424,326) to set against future taxable losses. A deferred tax asset has not been recognised due to uncertainty of the timing of future taxable profits.
Details of the Company's subsidiaries at 31 December 2024 are as follows:
The following are the major deferred tax liabilities and assets recognised by the Group and Company, and movements thereon:
The deferred tax liability set out above is expected to reverse in the future, although the timing of this is uncertain, and relates to the revaluation of investments to fair value upon acquisition and the recognition of internally generated intangibles on change in control.
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.
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.
The options outstanding at 31 December 2024 had an exercise price of 1p, being the par value of shares in Arbion Holdings Ltd.
The share option granted in 2022 was based on the fair value of net assets of Arbion Limited, being the 100% owned subsidiary of Arbion Holdings Ltd. The share options are in the name of Arbion Holdings Ltd. and are exercisable upon an exit event.
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:
During the year Arbion Partners LLP, a limited liability partnership in which Directors of Arbion Limited are members, provided services to the Group to the value of £538,914 (2023: £675,000). At the Balance Sheet date, the Group owed Arbion Partners LLP £65,201 (2023: £468,300) and was owed £3,200 (2023: £3,200).
The Group has taken the exemption to disclose related party transactions with companies under the same control in accordance with FRS 102 - Section 33 "Related Party Disclosures."
There were no other related party transactions that required disclosure under FRS 102.