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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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CONTENTS
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CHAIRMAN'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The chairman presents his report for the year ended 31 December 2024.
In 2024, the global economy entered a year of slower but relatively stable growth, with regions showing diverging performances. The U.S. economy managed to cool without tipping into a deep recession. Europe faced more persistent headwinds, including sluggish industrial activity, tight labour markets, and lingering energy cost pressures. In Asia, China’s recovery remained patchy due to ongoing property market strains and weaker consumer sentiment. Interest rate developments dominated the economic narrative throughout the year. The U.S. Federal Reserve, European Central Bank, and Bank of England kept rates elevated during the first half of 2024 to lock in progress on inflation, which continued to ease but remained above target in some areas. By mid-year, the focus shifted toward cautious rate cuts as inflation pressures receded further, though policy remained tighter than in the pre-pandemic decade. Elevated borrowing costs continued to weigh on housing, investment, and credit-sensitive sectors. Markets closed the year with cautious optimism that 2025 could bring a more favourable monetary backdrop if inflation stays on its downward trajectory. As of the date of this report we are working on an anchor investment for our third-generation real estate fund and our second-generation real estate fund is fully invested and nearly fully called. Our investment funds are generally protected from downside interest rate risk. We started the capex program on one of our photo voltaic plants with the second asset revamping due to start early 2025, the other two assets perform well and remain in good condition. Our investment in Marex performed had a great year with a successful listing on the Nasdaq Global Select Market and subsequent increase in share price. The Board joins me in thanking our whole team for their continued commitment and contributions to the Group.
NameJ D S Booth
Chairman
Date30 September 2025
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present the Group Strategic Report for iAM Capital Group Limited (the "Company") and its subsidiaries (collectively the "Group") for the year ended 31 December 2024.
iAM Capital Group Limited is the parent company of an asset management, renewable energy and consultancy group. The principal activities of the Group are fund management with a real estate focus, renewable energy, Fintech, and consultancy services. A review of the Group's business activities during 2024 along with future developments and risk management is given in the Chairman’s Statement and this Group Strategic Report on pages 2 to 5.
In 2024, the global economy showed signs of resilience but remained under pressure from slowing growth, persistent inflation in some regions, and geopolitical tensions. The U.S. economy cooled but avoided a deep recession, while Europe faced sluggish activity due to weak demand and high energy costs. Supply chain normalization and easing commodity prices provided some relief, but overall growth was modest.
Central banks, began shifting from aggressive tightening to a more cautious stance, holding rates high for much of the year to ensure inflation was firmly under control. While some rate cuts emerged in the latter half of 2024, the overall environment stayed restrictive, keeping financing costs elevated. This created challenges for borrowers and investment activity, though it also signaled a gradual move toward monetary easing as inflation pressures finally started to recede. The Group’s turnover shows a drop as it no longer consolidates the interest of its partially disposed short term hospitality business. The Group’s turnover from investment management & advisory segment and its renewable energy business increased compared to 2023. Expenses across the group decreased year over year. Our consolidated financial results for the year show a turnover of £2,877,000, operating profit of £4,946,000, compared to a turnover of £3,914,000 and operating profit of £422,000 in 2023, and net profit after tax of £6,856,000, compared to a net loss after tax of £5,000 in 2023. Please refer to the review of financial key performance indicators on page 4.
The Group’s Luxembourg platform is structured as a Reserved Alternative Investment Fund (the “RAIF”). This platform straddles the regulated structure of a Luxembourg SICAV with the flexibility of being able to rapidly add fund strategies at a lower cost than our SICAV SIF fund (the “SIF”), for which iAM Invest Ltd., our FCA regulated subsidiary (“iAM Invest”), serves as investment manager.
Our current real estate portfolio includes a combination of properties in Italy and France, which are the markets in which we intend to continue to concentrate. During 2022 our second generation real estate fund acquired a trophy asset in Rome, that is currently being developed as a 5* lifestyle hotel. Only a small amount of uncalled commitments remain at the end of 2024 for Capex on the existing projects. We are excited to announce that we successfully launched our third-generation real-estate fund during 2023. In this fund we have already closed two investments and agreed to two more, bringing the total to four which is roughly half of the ten investments we planned to make in the fund.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group is invested in the funds it manages and the overall allocation increases as we continue to fund the capital calls during the life of the fund.
Our remaining principal balance sheet investments are comprised of our investment in JRJ Partner 2 Limited Partnership, through which we hold our Marex investment; the continued investment into our third Italian solar portfolio, through Integrated Energy Holdings; and a small investment in Next Insurance. During the first half of 2024 Marex proceeded with a successful IPO and the company now holds a small indirect stake, through JRJ Partner 2 Limited Partnership, of listed Marex shares. A number of these shares were sold by the partnership during the year and the Company has invested the proceeds in a bond portfolio to generate an attractive yield.
Operating in the financial services industry, the Group faces a number of risks which are inherent to its activities and which require active management. The principal risks for the Group have been identified as operational risk and financial risks and in relation to our fund management business and the investment assets held by the Group, investment risk.
Operational risk Operational risk is the risk that the Group suffers a loss, either directly or indirectly, from inadequate or failed internal processes and systems or from external events. This risk manifests itself in slightly different ways across our business segments, fund management, renewable energy, and consultancy, but in summary would include:
∙Loss of key investment professionals;
∙Introduction of new products and related issues in the legal, fiscal, regulatory and accounting domains;
∙Administrative error in the settlement of a transaction or in the instruction of a trade on behalf of a fund.
Given the nature of such risks, it is Group policy to continually review the controls in place to manage them, to ensure that such controls are appropriate, proportionate, and adequate in relation to these risks and that the controls have evolved and developed to reflect the changes, both from an external and internal point of view, while focusing on our underlying business segments and how these are carried out. Financial risk The Group operates in several countries and is exposed to a number of financial risks and particularly currency risk, mainly the fluctuation between the £ Sterling and the Euro rates from an operating point of view and between the £ Sterling and the US Dollar from a balance sheet point of view. The Group carefully monitors its exposure to the Euro and the US Dollar and may hedge its exposure where appropriate. Both the Group and the funds it manages are exposed to interest rate risk, however, where possible the Group has taken measures to limit the negative impact of interest rate fluctuations as well as focusing on optimising the return on excess cash balances. Investment Risk Poor investment performance in our underlying funds, either absolute or relative to the particular fund’s peer group, may result in a small decrease in management fees and but could potentially have a significant impact on the carried interest the Company could earn. Poor investment performance in the investment type assets we hold in our balance sheet, will result in losses for shareholders of the Company. Investment risk is mitigated by following a thorough investment process, including the consideration of various exit strategies for the respective investments. The Group monitors changes in the macro-economic environment closely in order to take action if and when required.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The following table summarises the key performance indicators used by the directors to assess the performance of the Group as of the dates and years indicated:
The directors believe that there are numerous non-financial performance indicators, but none are individually key to assessing the overall performance of the Group.
The Group does not follow any code or standard on payment practice, but adopts the following policy regarding the payment of its suppliers:
1.To agree payment terms with suppliers in accordance with contractual or other legal obligations;
2.To ensure that suppliers are aware of the terms of payment; and
3.To make payment in accordance with the payment terms.
∙The board of directors of iAM Capital Group Ltd considers that the directors have acted in good faith and in the most likely way promote the success of the Company for the benefit of its members and the Group as a whole (having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act) in the decisions taken during the financial year ended on 31 December 2024.
∙The Group continues to focus on managing its second and third-generation real estate funds, including a coinvestment by the Group. The Group will invest its own balance sheet where it comes across attractive opportunities that fit its long term strategy. The board of directors will closely monitor the ongoing developments in Europe and prepare the Group such that it can act quickly and decisively to mitigate any risk and take advantage of new opportunities.
∙The Group operates a policy of equal opportunities in recruitment, promotion and training for all their employees. The Group believes that all individuals should be treated fairly, with respect and that they are appropriately valued for their contribution to the organisation.
∙We, as board of directors, aim to act responsibly and fairly in how the Group engages with suppliers and service providers. Further information regarding the Group’s Creditor Payment Policy can be found in the Group Strategic Report.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Group (continued)
∙The Group focuses on having a positive impact on the community and environment both through its focus on investing in renewable energy projects and as part of the investment process for the investment funds the Group manages. The integration of Environmental, Social and Governance (“ESG”) considerations into the Group’s investment decision making processes and ownership practices is part of the commitment of board of directors to act in the best long-term interest of the Group and all its stakeholders. The Group actively seeks to achieve improvements in its ESG practices and implementation across its investment strategies and its own operations. The ESG policy can be found on the Group’s website.
∙The Group has implemented compliance policies as per the regulatory requirements of its regulated entity iAM Invest Limited and provides annual training to all the staff to ensure they understand their obligation to act with integrity, due skill, care and diligence as well as paying due regard to the interests of customers and the requirement to treat them fairly. The board of directors believes it is of utmost importance to behave responsibly, to operate with high standards of business conduct and lead by example.
∙The board of directors of the Company believes it is acting fairly towards and in the best interest of all its subsidiaries and other members of the Group.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to £6,855,580 (2023 - loss £117,113).
The directors do not propose the payment of a dividend for the year ended 31 December 2024 (2023 - £0.03 per share).
The directors who served during the year were:
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Group continues to focus on strengthening and expanding its key business segments, investment and asset management; renewable energy; and consultancy services.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Please refer to note 33.
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IAM CAPITAL GROUP LIMITED
We have audited the financial statements of IAM Capital Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IAM CAPITAL GROUP LIMITED (CONTINUED)
Other information (continued)
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IAM CAPITAL GROUP LIMITED (CONTINUED)
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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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 engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the financial sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, FCA regulations, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
∙understanding the design of the Group’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IAM CAPITAL GROUP LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, relevant regulators and the Group’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities 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 Auditors' 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 Auditors' 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
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.
The notes on pages 21 to 46 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 21 to 46 form part of these financial statements.
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