Company Information
Contents
Strategic report
For the year ended 31 March 2025
The directors present their annual strategic report for the financial year ended 31 March 2025.
InvestEngine (UK) Limited (“the Company”) operates a platform for investing in an extensive and wide range of Exchange Traded Funds (ETFs). The platform is accessible for both individuals and businesses based in the United Kingdom.
The Company enables its clients to invest in ETFs either through portfolios where ETFs are selected and managed by an expert inhouse investment team or through non-managed (“DIY”) portfolios where clients can select their own ETF investments.
The Company provides different account types in which investors can hold their ETF investments including the Individual Savings Accounts (ISAs) and Self-Invested Personal Pensions (SIPP) tax wrappers, as well as General and Business accounts.
The Company enables its clients to invest in ETFs either through portfolios where ETFs are selected and managed by an expert inhouse investment team or through non-managed (“DIY”) portfolios where clients can select their own ETF investments.
The Company provides different account types in which investors can hold their ETF investments including the Individual Savings Accounts (ISAs) and Self-Invested Personal Pensions (SIPP) tax wrappers, as well as General and Business accounts.
The financial performance for the year was considered satisfactory by the directors.
Turnover increased from £314k in the prior period to £715k in the current year.
The loss for the year of £10.0m was anticipated as the Company is in a growth phase and reflects the significant outlays required in building a high quality investment platform for a significant and rapidly growing number of clients.
Turnover increased from £314k in the prior period to £715k in the current year.
The loss for the year of £10.0m was anticipated as the Company is in a growth phase and reflects the significant outlays required in building a high quality investment platform for a significant and rapidly growing number of clients.
The principal risks and uncertainties the Company faces are as follows:
Regulatory Risk
The Company is an FCA regulated MIFIDPRU non-SNI investment firm and is required to comply with FCA regulations in order to carry out its operations in the UK market. As such, non-compliance with FCA regulations poses a variety of risks to the Company including reputational damage from fines for rule breaches through to the inability to operate if permissions to engage in regulated activities were removed by the FCA.
The Company mitigates these risks through the implementation of a strong compliance framework and business culture. The Company employs a number of qualified and experienced compliance professionals who ensure that this framework and culture are adhered to throughout the business. The Company also requires employees to engage in regular compliance training.
Liquidity Risk
As the Company is currently loss-making it faces a risk that it may fail to hold a sufficient amount of liquid assets to meet its short-term obligations and hence continue its business operations.
The Company mitigates this risk by carefully monitoring the amount of liquid assets held within the business for the purpose of ensuring that there is sufficient cash available in order to meet obligations to suppliers, employees and other stakeholders. This is achieved through continuous forecasting and liquidity planning.
Regulatory Risk
The Company is an FCA regulated MIFIDPRU non-SNI investment firm and is required to comply with FCA regulations in order to carry out its operations in the UK market. As such, non-compliance with FCA regulations poses a variety of risks to the Company including reputational damage from fines for rule breaches through to the inability to operate if permissions to engage in regulated activities were removed by the FCA.
The Company mitigates these risks through the implementation of a strong compliance framework and business culture. The Company employs a number of qualified and experienced compliance professionals who ensure that this framework and culture are adhered to throughout the business. The Company also requires employees to engage in regular compliance training.
Liquidity Risk
As the Company is currently loss-making it faces a risk that it may fail to hold a sufficient amount of liquid assets to meet its short-term obligations and hence continue its business operations.
The Company mitigates this risk by carefully monitoring the amount of liquid assets held within the business for the purpose of ensuring that there is sufficient cash available in order to meet obligations to suppliers, employees and other stakeholders. This is achieved through continuous forecasting and liquidity planning.
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Strategic report (continued)
For the year ended 31 March 2025
Principal risks and uncertainties (continued)
Technology Risk
As a technology focused business, the Company faces risks that its systems may be the target of concerted hacking attempts as well as efforts to steal confidential client data. The Company mitigates these risks through significant investment in cloud infrastructure and data security. The Company also engages a third party to undertake regular penetration testing and security audits of its products and infrastructure.
Technology Risk
As a technology focused business, the Company faces risks that its systems may be the target of concerted hacking attempts as well as efforts to steal confidential client data. The Company mitigates these risks through significant investment in cloud infrastructure and data security. The Company also engages a third party to undertake regular penetration testing and security audits of its products and infrastructure.
Assets under administration grew by 162% during the year from £440m to £1,153m.
Assets held within managed portfolios grew by 84% during the year from £94m to £173m.
Assets held within managed portfolios grew by 84% during the year from £94m to £173m.
During the year ended 31 March 2025, the number of clients with funded accounts grew by 110% from 40,756 to 85,787.
Future Developments
The Company will continue to improve its investment platform through continued enhancements and efficiency improvements for existing features, the introduction of new investor tools and the expansion of ETFs available to clients.
The Company also intends to offer a wider range of services to clients in order to better serve their investment needs.
Research and development
Investment in research and development remains a central component of the Company’s business strategy, and is considered essential by the directors for creating and maintaining an investment platform that differs from market competitors. Costs attributable to the development phase of an internal project are capitalised providing they meet the necessary recognition criteria.
Section 172 statement
The directors of lnvestEngine {UK) Limited understand that they have a duty under section 172 of the Companies Act 2006 to act in a way that they consider, in good faith, would be mostly likely to promote the success of the Company and in doing so have regard (amongst other matters) to:
Future Developments
The Company will continue to improve its investment platform through continued enhancements and efficiency improvements for existing features, the introduction of new investor tools and the expansion of ETFs available to clients.
The Company also intends to offer a wider range of services to clients in order to better serve their investment needs.
Research and development
Investment in research and development remains a central component of the Company’s business strategy, and is considered essential by the directors for creating and maintaining an investment platform that differs from market competitors. Costs attributable to the development phase of an internal project are capitalised providing they meet the necessary recognition criteria.
Section 172 statement
The directors of lnvestEngine {UK) Limited understand that they have a duty under section 172 of the Companies Act 2006 to act in a way that they consider, in good faith, would be mostly likely to promote the success of the Company and in doing so have regard (amongst other matters) to:
∙the likely consequences of any decisions in the long term;
∙the interests of the company's employees;
∙the need to foster the company's business relationships with suppliers, customers and others;
∙the impact of the company's operations on the community and the environment;
∙the reputation for a high standard of business conduct; and
∙the need to act fairly as between members of the company.
The likely consequences of any decisions in the long term
The Company maintains detailed long term forecasts and projections for financial performance which are regularly updated to incorporate the future impact of any strategic decision made internally and for changes in external market and economic conditions.
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Strategic report (continued)
For the year ended 31 March 2025
Section 172 (continued)
The Company also has robust governance and risk management procedures in place to ensure that the long term impact of decisions has been thoroughly considered before being undertaken and implemented across the business.
The interest of the company’s employees
The Company considers its employees to be central to its ability to succeed in a competitive market. As such, the Company seeks to remunerate its employees fairly and seeks to provide incentives that align both the Company’s and employees’ interests to promote a mutually beneficial relationship.
The Company supports the continuing professional development of its employees through the provision of both internal and externally provided training.
The need to foster the company’s business relationships with suppliers, customers and others
The Company puts the highest emphasis on ensuring that its clients are completely satisfied with both the service they receive and their experience of using the investment platform.
The Company employs a dedicated client support team to ensure that clients receive the best possible service. Feedback and suggestions received by the client support team from clients is considered a key influence in determining what services and features to develop in order to best serve their investing needs.
The Company has well established procedures for responding to client complaints and always seeks to provide prompt responses that appropriately address any negative impact experienced or concerns raised by clients.
The Company ensures that it maintains strong business relationships with its suppliers by respecting the credit terms of payment for the services or goods they provide and working closely with suppliers where the services they provide to the Company can have a direct or indirect impact on clients.
The impact of the company’s operations on the community and the environment
The Company actively encourages and promotes a responsible, cost-effective and transparent approach to investing. The Company seeks to empower and encourage confidence in individuals seeking to invest their money by making the process of investing straightforward and easy to understand.
The Company also offers clients the ability to invest in a wide range of ESG focused ETFs.
The reputation for a high standard of business conduct
The Company strives to always meet the highest standards of business conduct. As an FCA regulated business, guidance provided within the Consumer Duty sits at the centre of the Company’s approach to how it interacts with clients.
The Company fosters a strong compliance culture and ensures that employees are continually aware of their legal and regulatory responsibilities through the provision of regular training.
The need to act fairly as between members of the Company
The Company seeks regular engagement with its shareholders, keeping them informed with developments in the business, its financial performance, and progress towards the attainment of its strategic goals.
The Company also has robust governance and risk management procedures in place to ensure that the long term impact of decisions has been thoroughly considered before being undertaken and implemented across the business.
The interest of the company’s employees
The Company considers its employees to be central to its ability to succeed in a competitive market. As such, the Company seeks to remunerate its employees fairly and seeks to provide incentives that align both the Company’s and employees’ interests to promote a mutually beneficial relationship.
The Company supports the continuing professional development of its employees through the provision of both internal and externally provided training.
The need to foster the company’s business relationships with suppliers, customers and others
The Company puts the highest emphasis on ensuring that its clients are completely satisfied with both the service they receive and their experience of using the investment platform.
The Company employs a dedicated client support team to ensure that clients receive the best possible service. Feedback and suggestions received by the client support team from clients is considered a key influence in determining what services and features to develop in order to best serve their investing needs.
The Company has well established procedures for responding to client complaints and always seeks to provide prompt responses that appropriately address any negative impact experienced or concerns raised by clients.
The Company ensures that it maintains strong business relationships with its suppliers by respecting the credit terms of payment for the services or goods they provide and working closely with suppliers where the services they provide to the Company can have a direct or indirect impact on clients.
The impact of the company’s operations on the community and the environment
The Company actively encourages and promotes a responsible, cost-effective and transparent approach to investing. The Company seeks to empower and encourage confidence in individuals seeking to invest their money by making the process of investing straightforward and easy to understand.
The Company also offers clients the ability to invest in a wide range of ESG focused ETFs.
The reputation for a high standard of business conduct
The Company strives to always meet the highest standards of business conduct. As an FCA regulated business, guidance provided within the Consumer Duty sits at the centre of the Company’s approach to how it interacts with clients.
The Company fosters a strong compliance culture and ensures that employees are continually aware of their legal and regulatory responsibilities through the provision of regular training.
The need to act fairly as between members of the Company
The Company seeks regular engagement with its shareholders, keeping them informed with developments in the business, its financial performance, and progress towards the attainment of its strategic goals.
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Strategic report (continued)
For the year ended 31 March 2025
This report was approved by the board on 22 September 2025 and signed on its behalf.
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Directors' report
For the year ended 31 March 2025
The directors present their report together with the financial statements of InvestEngine (UK) Limited ('the company') for the year ended 31 March 2025.
The loss for the year, after taxation, amounted to £9,973,280 (2024 - loss £4,994,335).
The directors did not recommend a dividend during the year (2024: £nil).
The directors who served during the year were:
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
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Directors' report (continued)
For the year ended 31 March 2025
The company has chosen, in accordance with s.414C(ll) of the Companies Act 2006, to set out in the company's Strategic
report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, and Part 2 of The Companies (Miscellaneous Reporting) Regulations 2018 to be contained in the
Directors' report. It has done so in respect of risk exposure, research and development, and future developments.
report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008, and Part 2 of The Companies (Miscellaneous Reporting) Regulations 2018 to be contained in the
Directors' report. It has done so in respect of risk exposure, research and development, and future developments.
The auditor, Buzzacott Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 22 September 2025 and signed on its behalf.
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Independent auditor's report to the members of InvestEngine (UK) Limited
For the year ended 31 March 2025
We have audited the financial statements of InvestEngine (UK) Limited (the 'company') for the year ended 31 March 2025, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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.
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.
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Independent auditor's report to the members of InvestEngine (UK) Limited (continued)
For the year ended 31 March 2025
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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Independent auditor's report to the members of InvestEngine (UK) Limited (continued)
For the year ended 31 March 2025
Auditors' responsibilities for the audit of the financial statements (continued)
How the audit was considered capable of detecting irregularities including fraud
Our approach to Identifying and assessing the risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, was as follows:
Our approach to Identifying and assessing the risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, was as follows:
∙the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including
knowledge specific to auditing investment brokerage businesses;
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including
knowledge specific to auditing investment brokerage businesses;
∙we made enquiries of management as to where they considered there was susceptibility to fraud, and their
knowledge of actual, suspected and alleged fraud;
knowledge of actual, suspected and alleged fraud;
∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial
statements through discussions with directors and other management at the planning stage, and from our knowledge
and experience of investment brokerage businesses;
statements through discussions with directors and other management at the planning stage, and from our knowledge
and experience of investment brokerage businesses;
∙the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
∙we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006, The Financial Services and Markets Act 2000, employment legislation, and taxation legislation.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an
understanding of how fraud might occur, by:
understanding of how fraud might occur, by:
∙making enquiries of management;
∙inspecting legal expenditure and correspondence throughout the year for any potential litigation or claims; and
∙considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws
and regulations.
and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
∙reviewed journal entries throughout the year to identify unusual transactions, particularly in relation to expenditure;
∙performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
∙reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias
on the part of the company's management;
on the part of the company's management;
∙carried out substantive testing to check the occurrence and cut-off of expenditure; and
∙tested the completeness and existence of portfolio management fee revenue in by comparing reports generated by
the trading platform to entries in the nominal ledger, and of marketing services revenue by comparing signed
contracts to the nominal ledger.
the trading platform to entries in the nominal ledger, and of marketing services revenue by comparing signed
contracts to the nominal ledger.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included, but were not limited to:
included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with the Financial Conduct Authority and the company's legal advisors.
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Independent auditor's report to the members of InvestEngine (UK) Limited (continued)
For the year ended 31 March 2025
Auditors' responsibilities for the audit of the financial statements (continued)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditor
130 Wood Street
London
EC2V 6DL
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Statement of income and retained earnings
For the year ended 31 March 2025
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Statement of financial position
As at 31 March 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2025 .
The notes on pages 13 to 27 form part of these financial statements.
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Notes to the financial statements
For the year ended 31 March 2025
InvestEngine (UK) Limited is a private company limited by shares, incorporated in England and Wales, registration number 10438231. The address of the registered office is 4th Floor, 57-59 Great Suffolk Street, London SE1 0B.
2.Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The company is exempt from the requirement to prepare consolidated financial statements as its subsidiaries are dormant and therefore permitted to be excluded from consolidation by section 405 of the Companies Act 2006.
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of InvestEngine (Holdings) Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.
The Company generated a loss of £10m for the year and has continued to generate losses since 31 March 2025. The Company will continue to rely on the financial support of its parent company, InvestEngine (Holdings) Ltd.
InvestEngine (Holdings) Ltd has continued to provide additional funding to the Company since 31 March 2025.
The directors have assessed the Company’s ability to continue as a going concern and have concluded that there are reasonable grounds to believe that the Company has access to adequate resources to continue in operational existence for the foreseeable future.
This assessment considered the Company’s current financial position, detailed projections and forecasts and the capital raising plans of InvestEngine (Holdings) Ltd.
InvestEngine (Holdings) Ltd has continued to provide additional funding to the Company since 31 March 2025.
The directors have assessed the Company’s ability to continue as a going concern and have concluded that there are reasonable grounds to believe that the Company has access to adequate resources to continue in operational existence for the foreseeable future.
This assessment considered the Company’s current financial position, detailed projections and forecasts and the capital raising plans of InvestEngine (Holdings) Ltd.
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Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met:
∙it is technically feasible to complete the software so that it will be available for use;
∙management intends to complete the software and use or sell it;
∙there is an ability to use or sell the software;
∙it can de demonstrated how the software will generate probable future economic benefits;
∙adequate technical, financial and other resources to complete the development and to use or sell the software are available; and
∙the expenditure attributable to the software during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Website and software development - 10 years
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Website and software development - 10 years
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Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method and the reducing balance method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Prior to trading ETFs, clients deposit funds with the company. The company holds money and purchased ETFs (custody assets) on behalf of clients in accordance with the client money and custody asset rules of the UK Financial Conduct Authority (FCA). Such monies are segregated in accordance with the relevant regulatory requirements. Segregated client funds comprise individual client funds held in segregated client money accounts. Segregated client money accounts hold statutory trust status restricting the company's ability to control the monies and accordingly such amounts are not included in the Statement of financial position. Such assets are segregated in accordance with the relevant regulatory requirements. Segregated custody assets comprise individual assets held in Euroclear's CREST system.
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Notes to the financial statements
For the year ended 31 March 2025
2.Accounting policies (continued)
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's Statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Capitalisation of software development costs
The Company incurs research and development expenditure. Research expenditure is not capitalised and is recognised as an expense in the profit and loss account as incurred. Development costs are capitalised as intangible assets.
Judgement is applied by management in determining how much expenditure can be attributed to the research and development phases of internal projects by ascertaining the amount of time spent on developing new platform features.
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Notes to the financial statements
For the year ended 31 March 2025
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Notes to the financial statements
For the year ended 31 March 2025
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Notes to the financial statements
For the year ended 31 March 2025
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Notes to the financial statements
For the year ended 31 March 2025
10.Taxation (continued)
At 31 March 2024, the company had unrecognised taxable losses carried forward of £23,641,158 (2024: £14,844,629). These tax losses are unrecognised due to uncertainty over the availability of future profits against which these losses can be offset.
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Notes to the financial statements
For the year ended 31 March 2025
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Notes to the financial statements
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Notes to the financial statements
For the year ended 31 March 2025
Page 25
Notes to the financial statements
For the year ended 31 March 2025
During the year, 12,185,000 Ordinary £1 A shares were issued at par.
Capital contributions
based rewards granted to employees. The share based payments awarded to employees relate to shares in the
parent company, InvestEngine (Holdings) Ltd ('IEH'), and it is IEH's responsibility to deliver these shares. This creates an investment in the company from IEH, and a capital contribution recognised in the company.
Profit and loss account
As part of an internal review , the Company identified certain instances where clients with assets held in managed portfolios appeared to be in either an unsuitable portfolio or in a portfolio where the suitability was unclear.
Accordingly, the Company is currently undertaking a redress calculation which will involve reassessing the risk profile of all managed portfolio clients.
The calculation will be heavily dependent on the market values on the specific date that the new risk profiling is finalised and therefore impossible to accurately estimate. The cost of redress but is expected to be within the range of £50,000 to £150,000.
The timing of the payment of any redress also remains highly uncertain at the current juncture and may not occur until the 2026 calendar year.
Accordingly, the Company is currently undertaking a redress calculation which will involve reassessing the risk profile of all managed portfolio clients.
The calculation will be heavily dependent on the market values on the specific date that the new risk profiling is finalised and therefore impossible to accurately estimate. The cost of redress but is expected to be within the range of £50,000 to £150,000.
The timing of the payment of any redress also remains highly uncertain at the current juncture and may not occur until the 2026 calendar year.
Defined contribution pension scheme
The company operated a defined contribution pension scheme. The pension cost charged for the period represents contributions payable by the company to the scheme and amounted to £37,055 (2024 - £25,271 ). Contributions totalling £nil (2024 - £4,962 ) were payable to the scheme at the end of the period and are included in creditors.
The company operated a defined contribution pension scheme. The pension cost charged for the period represents contributions payable by the company to the scheme and amounted to £
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Notes to the financial statements
For the year ended 31 March 2025
Since the reporting date, the company's parent undertaking has subscribed for the following Ordinary £1 shares at par:
∙29 April 2025 1,500,000 shares
At the date of approval of the financial statements, it is the company's intention to issue 5,000,000 Ordinary £1 shares at par.
The company's immediate and ultimate parent is InvestEngine (Holdings) Ltd, incorporated in England and Wales. Its registered office address is 57-59 Great Suffolk Street, London, United Kingdom, SE1 0BB. The largest and smallest group of undertakings for which group accounts are prepared which includes the company is headed by InvestEngine (Holdings) Limited. These group accounts are available from Companies House.
The ultimate controlling party isSimon Crookall by virtue of his majority shareholding in InvestEngine (Holdings) Ltd.
The ultimate controlling party is
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