Oberon Investments - Results for the year ended 31 March 2024

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26/07/2024 07:00

RNS Number : 9271X

Oberon Investments Group PLC

26 July 2024

The information contained within this announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Oberon Investments Group plc

('Oberon', the 'Company', or the 'Group')

Results for the year ended 31 March 2024

A transformative year with strong revenue growth

Oberon Investments Group plc (AQSE: OBE), the boutique investment management, wealth planning and corporate broking group, announces its audited preliminary results for the year ended 31 March 2024 (FY24), reporting a transformative year with strong revenue growth which has continued into the new financial year (FY25).

Revenue increased by 50% to £7.58m from £5.05m last year. It has been a year of continued investment for the Company. Whilst the cost of adding teams has been borne during FY24, it is anticipated that the majority of the associated revenues from these hires will benefit the Group in FY25. Despite the higher administrative expenses in the period, total losses for the year have reduced by c.25%.

Financial highlights

· Revenue up 50% to £7.5m (FY23: £5.0m)

- Financial planning division Smythe House revenues increased c.68%

· Total Group loss of £2.7m (FY23: loss of £3.9m)

· Cash and cash equivalents of £2.0m (FY23: £2.4m)

Operational Highlights

· A number of new team wins secured across the wealth/investment management division and Smythe House, growing staff count to over 80 from 48:

- Oberon now has 16 Investment Managers

- Smythe House team has expanded from 3 to 8 members

- Each of these new team members comes with their own established client base, directly contributing to revenue growth

· Won first open-ended fund mandate to run the MGTS Tempus Growth Portfolio

· Acquisition of a stake in Logic was completed in June 2023. Logic is currently investing in new systems, compliance functions, and governance to establish a strong foundation for growth

- Post these enhancements, the team will explore various options to monetise the investment

· Business restructured into discrete divisions to support this growth and to enhance cross-selling, improve governance and oversight, and ensure a robust business model for the future

· The Oberon Capital division, which includes corporate broking and private capital, continued to experience difficult market conditions, but began to show signs of improvements towards the end of the year

Outlook

· Activity levels continue to grow at a rapid pace in Q1 FY25 following several new initiatives and client wins

· Growth is expected to continue in FY25, with target revenue growth of more than 30% on a like-for-like basis.

· Group expects to continue to recruit and acquire new teams, with ongoing success in this area reflecting both the attraction of the Oberon model and the consolidation occurring elsewhere in the market

- New teams expected to contribute £1m+ to revenues over the next 12 months

- Smyth House division remains a particular focus for growth and expansion

· Focus in Oberon Capital remains on increasing the number of retained brokerships; anticipate benefitting from recent consolidation of other corporate broking firms

· Preparing to relaunch AIM VCT mandate, rebrand it as the Oberon AIM VCT, and scale fund in 2024/2025

· Various other new initiatives expected to be implemented in FY25, including a number of other products

· On track to move towards profitability in the second half of FY25 (barring exceptional costs)

Simon McGivern, CEO of Oberon Investments Group, commented: "I am delighted to report a period of substantial growth and strategic development for Oberon. The year ended 31 March 2024 has been transformative, building on the investments made last year and creating a platform for continued success. Our efforts over FY24 have significantly strengthened our market position and operational capabilities, paving the way for further achievements as we move forward.

"Despite challenging market conditions, Oberon Capital has shown resilience. Towards the end of the year, we observed early signs of market recovery, which have continued into a strong first quarter post period end. We are confident that this positive trend will persist and are already seeing a growing pipeline of new business.

"As our group continues to grow, the Oberon brand is gaining recognition in the market. This has led to increased incoming interest from Investment Manager teams and corporate clients, further solidifying our market position.

"Looking ahead, we remain optimistic about our growth trajectory. The strategic initiatives and investments made over the past year have set a solid foundation for future success. We will continue to focus on attracting top talent, expanding our service offerings, and enhancing our operational efficiency."

For further information please contact:

Oberon Investments Group plc	https://oberoninvestments.com
Simon McGivern / Galin Ganchev	via Walbrook PR

Novum Securities Limited (AQSE Corporate Adviser to the Company)		+44 (0)20 7399 9400
Richard Potts / George Duxberry

Oberon Capital (Broker to the Company)	+44 (0)20 3179 5300
Mike Seabrook / Nick Lovering

Walbrook PR (Media & Investor Relations)	Tel: +44 (0)20 7933 8780 or OberonPLC@walbrookpr.com
Paul McManus / Charlotte Edgar	Mob: +44 (0)7980 541 893 / +44 (0)7884 664 686
Alice Woodings	+44 (0)7407 804 654

Chairman's Statement

I am pleased to report that we have made significant financial and operational progress over the year ended 31 March 2024, reflecting the Oberon team's commitment to growth and excellence. Despite challenging market conditions for the asset and wealth management businesses, the year has been one of significant evolution for the Group and I am excited to share the progress we have made alongside our vision for the future.

This year has seen us capitalise on the ongoing consolidation within our sector, which is allowing a high-growth entity such as Oberon to seize new opportunities. I am confident in our strategy to provide a more personalised and dedicated service in asset and wealth management compared to the often-commoditised offerings of larger firms. Oberon continues to offer an attractive platform for investment managers who seek to deliver bespoke solutions to their clients, as demonstrated by the number of new hires during the financial year. The Company is also branching into other synergistic areas, such as wealth planning and corporate broking, in a reasoned and measured fashion, to develop a full-service offering.

Operational and Financial Highlights

Our achievements this year are underpinned by several key developments:

1. Revenue Growth: We are delighted to report a significant increase in revenue to over £7.5 million for FY24, representing year-on-year growth of more than 50%. This substantial progress is testament to a business model that is succeeding in a difficult market. The strategic initiatives implemented by the team over the year have proved effective and should continue to bear fruit in this financial year.

2. Team Expansion: We have successfully added several new teams across our core business areas: Investment Management, Wealth Management, and Corporate Broking. These additions, while initially incurring costs, are beginning to drive substantial client acquisition and will be major contributors to revenue in FY25.

3. Investment Management: Our Funds under Management and Administration (FuMA) have grown both in the bespoke discretionary teams and through the recent appointment of one of our investment teams to run an open-ended fund, the "MGTS Tempus Growth Portfolio". This was achieved in a beauty parade against a number of larger well-known competitors and is an encouraging validation of the progress Oberon is making in the wider market.

4. Smythe House: Our financial planning division, Smythe House, saw an impressive 68% increase in revenues. This division remains a focal point for growth, and we anticipate continued very strong performance in the coming financial year and beyond.

5. Oberon Capital: Despite challenging market conditions during the year, our corporate broking and private capital raising teams are now starting to see improved activity levels. We are focusing on increasing our high-quality recurring revenue through new retained brokerships and we expect this division to benefit from the green shoots of an improving market. We remain hopeful the stability that a new government brings with a large majority will encourage more corporate activity and a return of the IPO market.

Board Changes

In March this year we were privileged to welcome Nicola Mitford-Slade to our board. She brings a wealth of experience in the Legal and Compliance functions having recently been general counsel at Evelyn Partners.

I would also like to express my thanks to Robert Hanson who retired from the board this year for his valuable contribution to the growth of the company and look forward to working with him as an advisor.

Outlook

Looking ahead, we remain very optimistic about our growth trajectory. We are targeting a revenue growth of more than 30% for FY25 on a like-for-like basis. Our strategy includes:

· Continued recruitment and acquisition of new teams to enhance our revenue-generating capabilities without significant additional support costs.

· Implementation of new initiatives, such as the re-launch of our AIM VCT mandate and the introduction of several other products and funds.

I would like to express my gratitude to all our shareholders, employees, and all stakeholders for their unwavering support. As we forge ahead, I assure you that we will continue to uphold the highest standards of governance, risk management, and operational excellence. The future holds great promise for Oberon, and I am confident that we are well-prepared to navigate the challenges and opportunities that lie ahead, ensuring sustainable growth and success for our company.

Michael Cuthbert

Chairman

25 July 2024

Chief Executive's Report

I am delighted to present this year's Chief Executive's Report, highlighting a period of substantial growth and strategic development for Oberon. The year ended 31 March 2024 has been transformative, building on the investments made last year and creating a platform for continued success. Our efforts during FY'24 have significantly strengthened our market position and operational capabilities, paving the way for further achievements as we move forward.

Operational and Financial Highlights

This year has seen a strong performance across all our divisions. We have welcomed 5 new Investment Managers from the start of 2023, bringing our total to 16. Each of these new team members comes with their own established client base, directly contributing to our revenue growth. Additionally, the Smythe House team has expanded from 3 to 8 members, resulting in a significant increase in revenues. We anticipate this trend to continue and accelerate in the current financial year.

FY'24 was a year of continued investment. The majority of the upside and revenues from this investment are not expected to materialise until this current financial year. However, Group losses were reduced by approximately 25% in FY24 and, with the subsequent revenue growth being experienced post year end, we are on track to move towards profitability in the second half of FY'25 (barring exceptional costs related to team hires or opportunistic M&A activities).

Extracts from Consolidated Statement of Comprehensive Income	Year ended 31 Mar '24 £'000	Year ended 31 Mar '23 £'000
Turnover	7,577	5,048
Administrative expenses	(10,737)	(8,741)
Other net credits/(costs) Loss for the financial year	422 (2,738)	(208) (3,901)

Our staff count has grown to over 80 from 48, including the 16 Investment Managers. To manage this growth effectively, we have restructured the business into discrete divisions, introducing new management and reporting structures. This restructuring is designed to enhance cross-selling, improve governance and oversight, and ensure a robust business model for the future.

Our investment division has expanded into new areas and secured its first OEIC mandate, winning the management of the MGMS Tempus Growth Fund. Additionally, we are preparing a prospectus to relaunch the VCT for which we hold the investment mandate, rebranding it as the Oberon AIM VCT and planning a fundraising campaign in FY'25 to scale the fund.

The acquisition of a stake in Logic was completed in June 2023 for a negligible consideration. Although initially accounted for as a subsidiary, the directors have subsequently decided that it is more appropriate, because of the lack of operational control the Group has in running the business and the possible sale/IPO of the business, to account for Logic as an Associate. Logic is currently investing in new systems, compliance functions, and governance to establish a strong foundation for growth. Following these enhancements, the team will explore various options to monetize the investment.

As our group continues to grow, the Oberon brand is gaining recognition in the market. This has led to increased incoming interest from Investment Manager teams and corporate clients, further solidifying our market position.

Outlook

Despite challenging market conditions, Oberon Capital has shown resilience. Towards the end of the year, we observed early signs of market recovery, which have continued into a strong first quarter post period end. We are confident that this positive trend will persist and are already seeing a growing pipeline of business.

Looking ahead, we remain optimistic about our growth trajectory. The strategic initiatives and investments made over the past year have set a solid foundation for future success. We will continue to focus on attracting top talent, expanding our service offerings, and enhancing our operational efficiency.

Simon McGivern

Chief Executive Officer

25 July 2024

STRATEGIC REPORT

Principal Activity

Oberon provides investment management and stock broking services to professional and private clients, as well as corporate broking and advisory services to corporate clients. Its 'front' office is located in London and its 'back' office and support functions, such as settlements and finance, is based in its office in Essex.

Key Performance Indicators ("KPIs")

We monitor the business using a number of KPIs, including turnover and operating result, but the most important of which is the performance of our Funds Under Management and Administration ("FUMA"). In Oberon Capital, we closely monitor the number of new corporate clients and capital raises this new division achieves. However, this information is commercially sensitive and at this stage in the development of this division we do not propose disclosing this information.

Principal risks and uncertainties

The board identifies, assesses and manages risks in line with the company's business objectives and goals. We are subject to various risks which we monitor at our fortnightly operational committee meetings and if necessary escalate to the Board.

The directors consider the principal risks and uncertainties facing the Group, and the key measures to mitigate those risks, are as follows:

Risk: IT services and infrastructure	Mitigation
Like most firms in the sector, the Group is exposed to cyber and data loss risks, which can have an adverse impact to both the business and its clients. The Group is reliant on the efficient and reliable functioning of its IT systems and infrastructure for the smooth operation of its activities.	The Group has both in-house and external IT support to provide 24/7 cover. System performance and availability is monitored on a continuous basis and periodic exercises, such as penetration testing, are performed to scrutinise the IT control environment. The IT infrastructure is duplicated across two sites to ensure that if one site were to fail then the other would take its place. The firm's employees are familiar with the IT security and Data policies and procedures and they receive periodic training throughout the year.
Risk: Regulation	Mitigation
The Group's subsidiary company, Oberon Investments Limited (OIL), is authorised by and subject to supervision from the FCA, and other regulatory bodies such as HMRC, the Pensions Regulator and the Aquis Stock Exchange. The withdrawal of, or a significant amendment to, a regulatory approval (particularly by the FCA) could result in the cessation of the Group's business or a material part thereof. Smythe House Limited, changed its regulatory position with the FCA during the year and is now classified as an Article 3 MiFID Firm, which significantly reduces its regulatory 'foot print' and its capital/liquidity requirements. Logic, an Associate of the Group, is regulated by the FCA and is exposed to the same regulation risk as OIL , albeit with a lower impact to the Group.	The Group is acutely aware of these risks and employs an experienced Compliance Team, consisting of the Compliance Officer and two other team members, who are responsible for monitoring the Group's activities, managing the Group's regulatory and reporting obligations and ensuring that all FCA requirements are complied with. The Finance Director and the CEO also monitor and manage some of these processes as and when necessary and make sure that all staff training and reporting procedures are given top priority within the firm. In addition, the Group employs the services of a compliance service company (and also other specialists where necessary) to support the compliance function on a continuous basis.
Risk: Capital	Mitigation
The group is required to comply with the FCA's regulatory capital requirements to have enough capital to ensure that it can perform its activities without causing or creating any risk of harm to the firm's clients' assets or to the proper functioning of the market and the firm's counterparties.	The regulatory capital position of the regulated company and the group as a whole is regularly monitored (and quarterly returns are submitted to the FCA) to ensure that we comply with our capital requirements. The implementation of the group's strategy is also heavily influenced by the group's regulatory capital requirements, to ensure that there is no likelihood of the group breaching the various regulatory capital thresholds.
Risk: Liquidity	Mitigation
The Group's regulated subsidiaries have to ensure that they maintain adequate levels of liquidity at all times so that the firm can fulfil all of the outstanding orders with its market counterparties in the event that one or more of its clients default on a trade.	The liquidity position of the regulated company is monitored every day (and stress tested) to ensure that it has sufficient liquidity to ensure that all of its clients' trades settle when they become due, even if a client defaults. This also requires careful monitoring of our clients' portfolios by our traders before an order is made to reduce the possibility of a client defaulting on a trade. Most of the firm's clients are now only permitted to trade on a T+2 basis and any exception to that has to be approved by a senior manager.
Risk: Retention of key staff	Mitigation
The Group is dependent on key members of its management team. The loss of their services could have a short-term significant effect on the Group's performance. There is no guarantee that the Group will be able to attract and retain all personnel for the for the future development and operation of the business.	The Group's Remuneration Committee will ensure that all key members of the Group are incentivised and an appropriate culture at work is maintained to try and prevent the loss of key personnel. The Group has in place a share option scheme to incentivise staff and enable them to benefit from the growth of the business.
Risk: Competition	Mitigation
The Group operates in a very competitive segment of the financial services sector and it may be adversely affected by the performance of other companies that have access to more capital or have greater scale which could have a negative effect on the performance of the Group.	The Group has continued to raise funds, which puts it in a good position to fulfil its own strategy without being adversely impacted by the actions of others - and of course it retains the ability, as a quoted business to do this in the future if necessary. We also strongly believe that the bespoke service we offer our clients will enable us to withstand any temporary negative competitive pressures.

Employment without discrimination

The Group is committed to employ on the basis of ability. We hire on this basis alone, regardless of gender, orientation, disability or any other inappropriate discrimination.

Environment and social

In our day to day business, we commit to comply with applicable environmental laws, and the direct impact of our operations is low.

Directors, senior managers and employees

At 31 March 2024, there were six male directors and two female directors of the Company and, in addition, the Group had a total of 16 senior managers, of which thirteen were male and three were female and 57 other employees. Please see pages 10 to 12 for details of the biographies of the directors.

The Strategic Report was approved by the Board of Directors on 25 July 2024 and was signed on its behalf by:

Simon McGivern

Chief Executive Officer

25 July 2024

DIRECTORS' REPORT

The directors present their report and the financial statements for the year to 31 March 2024. The comparative period included in these financial statements is the year to 31 March 2024.

Results and dividends

The results for the year are set out on page 3 and 25.

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

Research and development

The company does not conduct research and development as part of its activities.

Future developments

As volatility in the markets returns to normal, we anticipate the company to increase revenue in the coming year and to continue to grow its AuM both organically and through the acquisition of new funds. This will be further strengthened through the growth of Oberon Capital - our corporate advisory segment of the business.

Substantial shareholders

On 15 July 2024 the following shareholders held an interest of 3% or more in the ordinary share capital of the Company.

	Ordinary shares of 0.5p	% issued share capital
Gresham House¹	60,167,378	9.78%
Unicorn Asset Management	55,555,555	9.03%
Octopus²	51,548,579	8.38%
David Evans	44,127,242	7.17%
Simon McGivern	40,508,622	6.59%
Harry Hyman	32,509,472	5.29%
Basil Sellers	30,074,258	4.89%
A Headley	21,627,547	3.52%
Simon Like	20,375,000	3.31%

¹ Gresham House holds these shares in various funds.

² Octopus Investments holds these shares in various funds.

Directors

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

Simon McGivern	Executive (CEO)
Galin Ganchev	Executive (FD)	(appointed 31 May 2023)
Simon Mathisen	Executive (Head of Compliance)	(resigned 20 October 2023)
John Beaumont	Executive (FD)	(resigned 31 May 2023)
Michael Cuthbert	Non-Executive (Chairman)
Alex Hambro	Non-Executive
Robert Hanson	Non-Executive	(resigned 31 May 2024)
Gemma Godfrey	Non-Executive
Mark Ibbotson	Non-Executive
Nicola Mitford-Slade	Non-Executive	(appointed 5 March 2024)

Section 172 Statement

Section 172 of the Companies Act 2006 requires each director of the Group to act in the way he or she considers in good faith, would most likely promote the success of the Group for the benefit of its members as a whole. In this way, Section 172 requires a director to have regard to the likely consequences of any decisions made to the long-term performance of the business and the interests of the Group's employees; the need to maintain good relationships with its business suppliers, customers and consultants; and the wish for the Group to maintain a reputation for high standards of business conduct; and the need to act fairly between members of the Group. In particular, over the last year, major decisions such as the acquisition of Logic Investments, were all discussed and approved at Board level, as they were in the interests of both the Company's shareholders and also our ability to service our customers more effectively. In discharging its Section 172 duties, the Board has considered the factors set out above and the views of key stakeholders as follows:

Employees

The directors engage regularly with employees and maintain an open communication channel at all levels of the Company/Group. This is formalised at the end of each year during the appraisal process where employees can discuss any matter and give any feedback on both their own and the Company's performance.

Customers

The Directors and senior management engage with customers on an informal basis to ensure that the service levels provided by the Group are as a minimum consistent with our T&Cs, and indeed hopefully exceed these levels to ensure further/continued custom for the business. Such customer feedback is circulated to those areas concerned by either the Board or senior managers in a timely manner.

Investors

The Board is committed to open and ongoing engagement with the Group's shareholders to understand their needs and expectations. The Group utilises the services of a good PR/IR firm which helps communicate all important and relevant information to the market on a timely basis. In addition, the Board will communicate with shareholders via the annual report and accounts and the interim statement and of course at the Group's AGM.

Biographical details of each of the current directors is set out below:

Michael Cuthbert - Non-Executive Chairman

Following a short career in the army Mike spent 37 years as an investment banker advising Asset and Wealth management companies. He started his professional career at HSBC James Capel in 1987 where he built a up a franchise working with and advising a number of Asset and Wealth management companies in addition to running the Investment Trust team. In 1999 he joined Charterhouse Group before being a Founder member of Bridgewell, a fast-growing UK orientated investment bank, where he specialised in financial services companies. In 2008 he joined Canaccord Genuity as Head of the Financial sales team. He retired in December 2022 from Zeus Capital where he was Co - Head of the FIG group from 2015. Mike joined Oberon as Non-Exec Chairman in March 2023.

Simon McGivern - Chief Executive Officer

Simon started his professional career at Panmure Gordon Asset Management in 1996 where he worked in the wealth management division for six years. He focused on investment management and financial analysis. In 2002 Simon left the City and founded a number of companies, including Handpicked Companies, an ecommerce venture, which he grew substantially and exited via a trade sale to News Corp in 2014. Simon also founded Litebulb Group in 2008, which grew from two members of staff in the first year of trading to 100 members of staff and revenues of £25m when he left in 2015. During his time there, Simon executed six acquisitions, raised over £10m in funding and led its IPO on AIM in 2010. Additionally, Simon was a founder of Cleeve Capital plc and oversaw its IPO on the Standard List in December 2014 and the reverse takeover of Satellite Solutions Worldwide (now Bigblu Broadband plc). He also set up and is a director of Map Ventures in 2015, a corporate advisory firm. Simon founded Oberon (previously GMC Holdings) in April 2017 and led the acquisition of MD Barnard later that year. He is CEO of all Oberon group's companies.

Galin Ganchev - Finance Director

Galin started his career with PwC and qualified as a chartered accountant in 2014. During his time at PwC, Galin provided a variety of services, ranging from audit to consulting, to insurance and investment management companies. Over time, Galin shifted his focus to the growing fintech sector, where he helped companies implement good processes and controls to allow them to scale and support their fast growth. In 2018, Galin moved to Octopus Investments where he was appointed the Head of Risk and Compliance of Octopus Labs, Octopus' fintech division. Alongside this, Galin worked on several strategic projects for the wider business and prior to leaving was overseeing the strategic and operational growth of Octopus Ventures. Galin joined Oberon as Finance Director in May 2023.

The Hon Alexander Hambro - Non-Executive Director

Alex Hambro has worked in the venture and private equity sector both in the UK and USA for much of his career, during which time he has acted as a principal investor, manager and sponsor of private equity and venture capital management teams and advisor on private equity investment strategies. Alex is an active personal investor in early stage, growth-oriented private and public companies. As well as his roles at Oberon, which includes being Chairman of the Remuneration Committee, Alex is Chairman of AIM-listed Judges Scientific plc and Cloudified Holdings Limited. He is also a director of Octopus Apollo VCT plc. In addition to his responsibilities at these listed companies, Alex is also Chairman of Crescent Capital Limited; and a non-executive director of Time Partners Limited and Whitley Asset Management Ltd.

Gemma Godfrey - Non-Executive Director

Gemma Godfrey is a non-executive director and business advisor. In addition to Oberon, she is on the boards of Saga, Kingswood Holdings Limited and Eight Capital Partners. She is a member of risk, investment, audit and remuneration committees. Gemma was the Founder and CEO of the online investing service, Moola, which was acquired by a global insurer. She went on to launch a digital media business on behalf of News UK. Prior to this, Gemma was the head of investment strategy for Brooks Macdonald, having started her career at Goldman Sachs and GAM. She is a financial expert on ITV and Sky News.

Mark Ibbotson - Non-Executive Director

Mark's career began at the London Stock Exchange in 1990 as a risk manager in their options division, which soon merged with London's fast growing LIFFE exchange. Mark spent 23 years at LIFFE - through acquisitions by Euronext, New York Stock Exchange (NYSE) and the InterContinental Exchange (ICE) in 2013. Mark's last role at LIFFE was Chief Executive Officer and Global Head of Clearing for NYSE. During his time at LIFFE, Mark was responsible for restructuring the London market from an 'open outcry', floor-based marketplace to a global electronic market. In 2013 Mark became Group CEO of G.H. Financials, a wholesale clearing provider with regulated subsidiaries in London, Chicago and Hong Kong. During his 5 years as Group CEO, Mark oversaw a major strategic expansion of the company's customer base and its global presence. Between 2018 and March 2024, Mark served as Non-Executive Chairman of G. H. Financials. Mark also served two terms on the FCA's Market Practitioner Panel until 2018. In April 2024 Mark joined the Board of ICE Futures Europe, a UK Regulated Investment Exchange as an independent non-executive. He joined Oberon in September 2022.

Nicola Mitford-Slade - Non-Executive Director

Nicola Mitford-Slade is a well accomplished professional with over three decades of expertise in corporate governance, regulatory compliance, and risk management within the financial services sector. Nicola's insights and strategic counsel have been instrumental in steering boards towards informed decision-making and mitigating risk. Prior to joining our team as a Non-Executive Director, Nicola held significant roles, including General Counsel at Smith & Williamson and Evelyn Partners post-merger, where she served for seven years. Before that, she spent seven years at Canaccord Genuity, culminating in her role as Head of Legal and Compliance and money laundering reporting officer for the UK regulated businesses. Nicola's legal background as a qualified barrister further enriches her ability to navigate regulatory landscapes effectively. Her track record of leadership and expertise makes her a valuable addition to the Oberon Investments Group PLC Board, bringing invaluable insights and guidance to our organisation. She joined the Board on 5 March 2024.

The Board holds board meetings on a quarterly basis. The Board has also established an Audit Committee and a Remuneration Committee. The Company considers that, at this stage of its development, and given the size of the current Board, it is not necessary to establish a formal Nominations Committee and nominations to the Board will be dealt with by the whole Board.

All of the Non-Executive Directors are considered to be independent. Two of the non-Executive Directors sit on the Audit Committee, which is chaired by Mark Ibbotson and on the Remuneration Committee, which is chaired by Alex Hambro.

During the year under review the Board held 4 board meetings, at which all members of the Board participated.

Audit Committee report

The Audit Committee comprises Mark Ibbotson as Chairman, Nicola Mitford-Slade and Alex Hambro (plus whomever they wish to invite to participate, such as the Finance Director and external lead audit partner). This committee meets at least once a year and such other times as the Chairman of the committee shall require. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the various internal reports on the control systems of the Group.

In its advisory capacity, the Audit Committee confirmed to the Board that, based on its review of the Annual Report and financial statements and internal controls that support the disclosures, the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable, and provide necessary information for shareholders to assess the Group's position and performance, its business model and strategy.

Remuneration Report

The Code Committee comprises Alex Hambro as Chairman and Mark Ibbotson and meets at least once a year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options, having due regard to the interests of shareholders and the performance of the Group. Under their service agreements, the appointment of all the Executive Directors' end when their service agreements terminate and both Simon McGivern and Galin Ganchev have six month notice periods. Under his service agreement the Hon Alex Hambro has a three month notice period. Gemma Godfrey, Mark Ibbotson, Michael Cuthbert and Nicola Mitford-Slade are all appointed on an initial two year period and have service agreements, which can be terminated by either party giving to the other three months' prior written notice.

During the year under review, the Remuneration Committee made recommendations to the Board in relation to the salaries and bonuses and the award of options to the senior managers in the Group. The amounts of remuneration for each director are set out below. The Board did not require any consultations in this respect.

Directors' emoluments

The following table details the directors' remuneration for the year ended 31 March 2024 and the year ended 31 March 2023.

	Salary/ fees	Bonus	Pension	Benefits	Share based payment	Year to March 2024	Year to March 2023
	£	£	£	£	£	£	£
Executive directors
S McGivern, CEO	295,000	90,000	2,201	5,448	10,548	403,197	298,898
G Ganchev, FD (note 1)	118,667	10,000	2,018	509	1,718	132,912	-
J Beaumont (note 2)	26,667	-	-	1,438	968	29,073	169,315
S Mathisen (note 3)	178,846	-	1,284	1,983	5,750	187,863	185,815

Non-Executive directors
Robert Hanson	30,000	-	713	-	-	30,713	33,263
Alex Hambro	30,000	-	-	-	-	30,000	30,000
Gemma Godfrey	30,000	-	-	-	-	30,000	30,000
Mark Ibbotson	30,000	-	-	-	-	30,000	17,500
Michael Cuthbert	36,268	-	-	-	-	36,268	-
Nicola Mitford-Slade	2,500	-	-	-	-	2,500	-

Notes

1. G Ganchev was appointed on 31/05/2023

2. J Beaumont resigned on 31/05/2023

3. S Mathisen resigned on 20/10/2023

The emoluments of the directors of Oberon Investments Group plc shown above include their emoluments to 31 March 2024 whilst they were directors of the current subsidiary companies of OIG plc. The comparative figures for the year to 31 March 2023 are shown on a similar basis.

Directors' interests

The beneficial interests of the directors of the Company in the ordinary share capital of the Company and options to purchase such shares were as follows:

Interests in ordinary shares

Director	31 March 2024	31 March 2023
	Ord shares	Ord shares

Simon McGivern	40,508,622	52,756,925
Alex Hambro	1,642,857	1,642,857
Robert Hanson	1,491,674	1,491,674
Gemma Godfrey	200,000	200,000
Michael Cuthbert	484,827	344,827
John Beaumont	N/A	1,144,975
Galin Ganchev	138,888	N/A
Simon Mathisen	N/A	120,168

Interests in share options

	31 March 2024			31 March 2023
Director	EMI Options	Avg XP	Other options	EMI Options	Avg XP	Other options
		(p)	XP = 4p		(p)	XP = 4p
Simon McGivern	25,711,125	0.94	10.0m	25,711,125	0.94	10.0m
Galin Ganchev	684,932	3.65	-	-	-	-
John Beaumont	-	-	-	1,048,729	4.32	-
Simon Mathisen	-	-	-	1,048,729	4.32	-
Alex Hambro	-	-	-	-	-	-
Robert Hanson	807,692	4.91	-	807,692	4.91	-
Gemma Godfrey	-	-	-	-	-	-
Mark Ibbotson	-	-	-	-	-	-
Michael Cuthbert	-	-	-	-	-	-
Nicola Mitford-Slade	-	-	-	-	-	-

(a) The exercise price (XP) of the EMI options granted to Simon McGivern is 0.944p per share. These were 'replacement' options, and approved as such by HMRC, for EMI options that were originally granted on 27 September 2019 in a subsidiary company of the Group.

(b) The exercise price (XP) of EMI options granted in FY'22 and prior financial years was 4.0p per share.

(d) The exercise price (XP) of EMI options granted in FY'23 was 3.65p per share.

(e) Other options are 'unapproved' (ie non-tax advantaged) options with an exercise price (XP) of 4.0p per share.

Please see Note 23 below for more information on share options.

Going Concern

The impact of the ongoing conflict in Ukraine caused a significant disruption to market activity, which led to increased uncertainty, volatility and unprecedented inflation across the world. This impacted the Group's income negatively but as stated earlier, a decision was taken to continue to invest in high quality teams, as well as the infrastructure of the business. This combination resulted in an operating loss for the year ended 31 March 2024 of £(3.3)m.

Despite this market volatility Oberon has stayed committed to its clients by providing a high-quality tailored service to satisfy their investment needs. The business has continued on its growth strategy by (i) raising £3.1m of capital since 31 March 2023, (ii) completing the acquisitions of Logic Investments and Nexus Investment Management Limited and (iii) attracting some of the most talented investment managers in the market.

After reviewing the Group and Company's annual budget, business plan and forecasts the directors are satisfied that the Group and the Company have adequate resources to continue to operate for the foreseeable future and for at least twelve months from the date of signing and confirm that the Group and Company are a going concern. The Directors believe the going concern basis is appropriate because (i) the Company has a strong net asset position, (ii) it is a listed company with the ability to raise new funds if required and (iii) it has a 100% subsidiary (Oberon Investments Limited) which has a strong cash position. In addition the directors have reviewed the cash flow forecasts for both the Company and the other companies in the Group, and have concluded that the group has enough cash resources (of currently about £2.1m), which will be made available to OIG plc as and when necessary, for OIG plc to meet all of its obligations and liabilities as they fall due for at least the next 12 months from the date of approving these financial statements. The directors have also reviewed the cash flow forecasts against the Group's regulatory liquidity requirements (as per the FCA) and the budgets comfortably exceed those requirements over the next 3 years.

Directors' responsibilities statement

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 year.

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

· select suitable accounting policies for the Group and Company'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; and

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and 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 Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information of which the company's auditor are unaware. Additionally, the directors have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditors are aware of that information.

Auditor

Haysmacintyre were appointed auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

This report was approved by the board and signed on its behalf by:

Simon McGivern

Chief Executive Officer

25 July 2024

CORPORATE GOVERNANCE REPORT

The Board recognises the importance of sound corporate governance and the Group has adopted the Quoted Companies Alliance Corporate Governance (QCA Code). The Board considers that the Group complies with the QCA Code in all respects, and details of its compliance can be found on the Corporate Governance page of its website.

The Board

The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and establishing the policies of the Group. It is the Board's responsibility to oversee the financial position of the Group and monitor its business and affairs on behalf of the shareholders, to whom the directors are accountable. The primary duty of the Board is to act in the best interests of the Group at all times. The Board will also address issues relating to the internal controls within the Group and its approach to risk management.

The Group will hold board meetings at least four times a year and whenever issues arise, which require urgent attention. Operational Executive meetings take place on a fortnightly basis.

Board Directors

The Board comprises three Executive Directors and five Non-Executive Directors (all of whom are deemed to be independent). The Board believes that it has an appropriate balance of sector, financial and public market skills and experience, an appropriate balance of personal qualities and capabilities.

Biographical details of each of the directors are set out in the Directors' Report on pages 10 to 12.

Board Committees

During FY'24 the Group's committees consisted of a remuneration committee (the Remuneration Committee), an audit committee (the Audit Committee) and the risk & compliance committee (the Risk Committee).

The Remuneration Committee comprises Alex Hambro as Chairman and Mark Ibbotson and meets at least once a year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options, having due regard to the interests of shareholders and the performance of the Group.

The Audit Committee comprises Mark Ibbotson as Chairman and Alex Hambro and Nicola Mitford-Slade (plus whomever they wish to invite to participate, such as the Finance Director and external lead audit partner). This committee meets at least once a year and such other times as the Chairman of the committee shall require. The committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the various internal reports on the control systems of the Group. The role of this committee has been recently been enhanced by combining the Audit Committee with the Risk Committee to become the Audit and Risk Committee.

Shareholder Engagement

The Group will seek to engage with shareholders to understand the needs and expectations of all elements of the shareholder base.

The Board will communicate with shareholders primarily through the annual report and accounts, as well as through the release of the interim results and other financial or non-financial releases to the market and via the Group's website. Communication in person will also be available via the Company's AGM and also via regular meetings between institutional investors and analysts with the Group's CEO and FD to ensure that the Group's financials and business development strategy is communicated effectively.

Stakeholders

The Board believes that its stakeholders (other than its shareholders) are its employees and its customers. In order to understand their needs and expectations, the Group will communicate directly and closely with both its employees and customers to make sure we provide the best service as we can between the former to the latter.

The Executive directors will continue to maintain ongoing communications with all stakeholders and thus to adjust strategy or the day-to-day running of the business if required.

Share Dealing Code

The Group has adopted and operates a share dealing code governing the share dealings of the directors and all employees with a view to ensuring compliance with the AQSE rules. The directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AQSE. Any share transactions which involve PDMRs or directors are notified to the Company's corporate advisor and to the FCA.

Annual General Meeting

The Notice of the next Annual General Meeting (AGM) of the Group will be sent to shareholders in August 2024 with all of the details of the forthcoming AGM.

This report was approved by the board and signed on its behalf by:

Simon McGivern

Chief Executive Officer

25 July 2024

INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF OBERON INVESTMENTS GROUP PLC

Opinion

We have audited the financial statements of Oberon Investments Group PLC (the "Parent Company") and its subsidiaries (the "Group") for the year ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Parent Company Statements of Changes in Equity and notes to the financial statements, 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).

In our opinion, the financial statements:

· give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2024 and of the Group's loss for the year then ended;

· have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

· have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our audit procedures to evaluate the directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting included, but were not limited to:

· Undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast significant doubt on the Group and the Parent's ability to continue as a going concern;

· Evaluating the methodology used by the directors to assess the Group and the Parent's ability to continue as a going concern;

· Reviewing the directors' going concern assessment and evaluating the key assumptions used and judgments applied;

· Testing the model used for Management's going concern assessment which is primarily a base case cash flow forecast. Management's assessment covered the year to 31 July 2025;

· Management's base case forecasts are based on its normal budget and forecasting process for each of its businesses. We understood and assessed this process including the assumptions used and assessed whether there was adequate support for these assumptions. We also considered the reasonableness of the monthly phasing of cash flows;

· Using our knowledge from the audit and assessment of previous forecasting accuracy we calculated our own sensitivities to apply to Management's base case cash flow forecasts. We overlaid these on Management's forecasts to arrive at our own view of possible downside scenarios. These downside scenarios were based on various reductions in income from that forecasted in the base case scenario;

· Reviewing the liquidity headroom under both the base case and the various downside scenarios to ensure there was sufficient headroom to adopt the going concern basis of accounting;

· We considered the potential mitigating actions that Management may have available to it to reduce costs, manage cash flows or raise new equity and assessed whether these were within the control of management and possible in the period of the assessment;

· We assessed the adequacy of disclosures in the Going Concern statement in the Directors' report on page 14 and statements in note 2.2 of the Financial Statements and found these appropriately reflect the key areas of uncertainty identified.

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 or 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.  

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified. These matters included those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter Description

How the matter was addressed in the audit

Valuation of investments of £14.4m in the Parent Company's financial statements only

The Parent Company's Statement of Financial Position as at 31 March 2024 includes a total investment of £14.4m in 100% of the ordinary share capital of Oberon Securities Limited (and its subsidiaries Oberon Investments Limited, Smythe House Limited and Nexus Investment Management Limited).

There is a risk that this investment might be overstated within the parent company's financial statements, following the loss in year.

The Board concluded that no impairment was required to the carrying value of the investment, based on its assessment of the 3 year budget and forecasted future cash flows to 31 March 2027, rolled forward for the year ending 31 March 2028, as well as a terminal value calculation.

Our audit work considered, but was not restricted to, the following work:

• A review of the assessment made by the Board that there was no impairment in the carrying value of the investment. This was prepared in accordance with its forecast budget performance for the three-year period to 31 March 2027 in various scenarios, using appropriate discount rates.

• The above review included analysis of the different revenue streams of the subsidiaries and forecast performance for the upcoming years. Assumptions applied in these forecasts were tested and corroborated to supporting information.

• The terminal value calculation was also reviewed but that value was not a key part of the justification of the carrying value not being impaired.

• A review of post year-end activity of the business.

Our work performed on the carrying value of investments in the parent company's financial statements highlighted no material errors.

Key Audit Matter Description

How the matter was addressed in the audit

Carrying value of Goodwill and Contracts - £1.53m

The Group Statement of Financial Position as at 31 March 2024 includes goodwill and contracts of £1.53m (2023: £1.52m).

There is a risk that this value might be impaired, following the loss for the year of £(2.7)m.

The Goodwill and Contracts relates to three primary areas:

i. Hanson Investment Management ("HIM") contracts/M D Barnard business

ii. Smythe House

iii. Nexus Investment Management ("Nexus"), acquired on 18 December 2023 (goodwill of £254,500);

Management note that investment management fee income from the MDB business/HIM contracts increased during the year. Management believe that a continued improvement in trading performance is likely and that there are no indicators of impairment in that area of the business.

Smythe House's income has increased by 68% in the year ended 31 March 2024 and has generated a profit in the year. Management believe there are no indicators of impairment and the forecasts prepared by Management reflect that.

Nexus was acquired on 18 December 2023 to strengthen Oberon's offering to investors who wish to benefit from EIS tax relief. Management believe there are no indicators of impairment as at 31 March 2024.

The Board of Directors have concluded that no impairment provision is required, based on their assessment of the budget and forecasted cash flows from the three areas referred to above.

Our audit work considered, but was not restricted to, the following:

• A review of the assessment made by the Board that there was no impairment in the carrying value of historical goodwill and contracts;

• This was performed in respect of the three areas identified - HIM contracts/M D Barnard business, Smythe House and Nexus Investment Management ;

• In respect of HIM contracts/M D Barnard business there were no indicators of impairment;

• In respect of Smythe House, following a significant increase in income there were no indicators of impairment;

• In respect of Nexus, there were no indicators of impairment since it was acquired;

Our work performed on the carrying value of goodwill and contracts highlighted no material errors.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, in evaluating the effect of misstatements and in forming an option. For the purpose of determining whether the financial statements are free from material misstatement, we define materiality as the magnitude of a misstatement or an omission from the financial statements, or related disclosures, that would make it probable that the judgment of a reasonable person, relying on the information would have been changed or influenced by the misstatement or omission. We also determine a level of performance materiality, which we used to determine the extent of testing need, to reduce to an appropriately low level the risk that the aggregate of uncorrected and undetected misstatement exceeds materiality for the financial statements as a whole.

The materiality for the Group financial statements as a whole was set at £155,000. This was determined with reference to 2% of Group revenue. On the basis of our risk assessment and review of the Group's control environment, performance materiality was set at 75% of materiality, being £116,250. The reporting threshold to the Audit and Risk Committee was set as 5% of materiality, being £7,750. If in our opinion differences below this level warranted reporting on qualitative grounds, these would also be reported.

The materiality for the Parent Company financial statements was set at £155,000. This was determined with reference to 2% of Gross assets but limited to the materiality for the Group financial statements referred to above. On the basis of our risk assessment and review of the Parent Company's control environment, performance materiality was set at 75% of materiality, being £116,250 and the reporting threshold was the same as the Group. The reporting threshold to the Audit Committee was set as 5% of materiality, being £7,750. If in our opinion differences below this level warranted reporting on qualitative grounds, these would also be reported.

An overview of the scope of our audit

Our audit scope included all components of the Group which are all registered companies in the United Kingdom, other than those entities with levels of activity below a clearly trivial threshold when compared to group materiality, which have been provided with a parental guarantee and are claiming exemption from audit. We are comfortable that the level of activity in these components was sufficiently small that they could be excluded from the audit process.

We performed our audit of the trading subsidiaries of the Group using a turnover based materiality where 2% of turnover was considered to be materiality.

Other information

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 auditor's 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.

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.

Opinions on other matters prescribed by the Companies Act 2006

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

· the information given in the 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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

· 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

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

Based on our understanding of the Group and the sector in which it operates, we identified that the principal risks of non-compliance were in respect of laws and regulations related to the Companies Act 2006, relevant FCA regulatory requirements and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. In identifying and assessing risks of material mis-statement in respect to irregularities including non-compliance with laws and regulations, our procedures included but were not limited to:

· Identifying at the planning stage of our audit whether there were any other laws or regulations the Group was subject to;

· Assessing Management's revenue recognition policy to ensure it was in line with FRS 102;

· Inspecting correspondence with the FCA to assess whether any breach of FCA regulations had occurred in the year;

· Discussions with Management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

· Evaluating management's controls designed to prevent and detect irregularities;

· Discussions with Management regarding any adverse AQSE complaints

· Identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and

· Challenging assumptions and judgements made by management in their critical accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.

Simon Wilks

Senior Statutory Auditor

25 July 2024

For and on behalf of Haysmacintyre LLP Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2024

		Year to 31 March 2024	Year to 31 March 2023
	Notes	£	£

Turnover	3	7,577,353	5,048,089

Administrative expenses		(10,737,047)	(8,741,377)

Loss on value of current asset investments	14	(107,720)	(188,462)


Operating loss	4	(3,267,414)	(3,881,750)

Interest income & similar income	7	89,955	10,785

Interest payable	8	(19,048)	(29,768)

Gain on disposal of stake in associate	15	318,227	-

Share of after tax results of associate		1,148	-

Loss before tax		(2,877,132)	(3,900,733)
Tax on loss on ordinary activities	9	138,790	-
Loss for the financial year		(2,738,342)	(3,900,733)
Total comprehensive loss for the financial year		(2,738,342)	(3,900,733)

Loss attributable to parent company shareholders		(2,799,910)	(3,900,733)
Profit attributable to non-controlling interests		61,568	-
		(2,738,342)	(3,900,733)

Loss per share - basic and diluted (pence)	10	(0.49)	(0.82)

Turnover and operating loss for the year were derived from continuing operations.

The Group has no recognised gains or losses other than the loss for the current year.

There was no other comprehensive income in the year (2023: £nil).

The notes on pages 31 to 48 of the Annual Report form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2024

		31 March 2024	31 March 2023
	Notes	£	£

FIXED ASSETS
Intangible fixed assets	11	1,594,350	1,571,037
Tangible fixed assets	12	231,840	233,055
Investment in associates	15	363,803	-

		2,189,993	1,804,092
CURRENT ASSETS
Investments	16	151,039	210,809
Debtors	17	2,935,776	1,589,366
Cash at bank	18	2,038,221	2,414,786

		5,125,036	4,214,961

CREDITORS: amounts falling due within one year	19	(2,235,212)	(1,628,620)

NET CURRENT ASSETS		2,889,824	2,586,341

TOTAL ASSETS LESS CURRENT LIABILITIES		5,079,817	4,390,433

CREDITORS: amounts falling due after one year	20	(14,704)	(24,111)
NET ASSETS		5,065,113	4,366,322

REPRESENTED BY:

CAPITAL AND RESERVES
Share capital	23	3,075,432	2,601,248
Share premium	23	10,430,304	7,505,994
Share option reserve	24	272,434	172,227
Merger relief reserve	25	11,337,183	11,337,183
Reverse acquisition reserve	25	(9,557,676)	(9,557,676)
Retained earnings	25	(10,492,564)	(7,692,654)

TOTAL		5,065,113	4,366,322

The notes on pages 31 to 48 of the Annual Report form part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 25 July 2024 and were signed below on its behalf by:

Simon McGivern

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2024

		31 March 2024		31 March 2023
	Notes	£		£
FIXED ASSETS
Investments	13	14,396,995		14,396,995

		14,396,995		14,396,995
CURRENT ASSETS
Debtors	17	9,513,581		6,284,305
Cash at bank	18	369		911

		9,513,950		6,285,216

CREDITORS: amounts falling due within one year	19	(54,503)		(44,751)

NET CURRENT ASSETS		9,459,447		6,240,465

TOTAL ASSETS LESS CURRENT LIABILITIES		23,856,442		20,637,460

CREDITORS: amounts falling due after one year	20	-		-
NET ASSETS		23,856,442		20,637,460


CAPITAL AND RESERVES
Share capital	23	3,075,432		2,601,248
Share premium	23	10,430,304		7,505,994
Merger relief reserve	25	11,337,183		11,337,183
Share option reserve	24	272,434		172,227
Retained earnings	25	(1,258,911)	(979,192)

TOTAL		23,856,442		20,637,460

The parent company, Oberon Investments Group plc, generated a loss of £279,676 in the year to 31 March 2024 (2023: loss of £186,336).

The notes on pages 31 to 48 of the form part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 25 July 2024 and were signed below on its behalf by:

Simon McGivern

CONSOLIDATED STATEMENT OF CASH FLOWS

AS AT 31 MARCH 2024

	Note	Year to 31 March 2024 £	Year to 31 March 2023 £
Cash flows from operating activities
Cash used in operations	28	(3,332,902)	(2,559,136)

Net cash outflow from operating activities		(3,332,902)	(2,559,136)

Cash flows from investing activities
Purchase of tangible fixed assets		(83,430)	(26,616)
Acquisition of subsidiary		(9,705)	-
Cash in subsidiary acquired		435	-
Purchase of intangible assets		(13,125)	(61,884)
Deferred consideration		(61,324)	-
Repayment of loans advanced by the Group		-	9,824
Acquisition of current asset investments		(47,500)	(31,500)
Disposal of current asset investments		-	151,395
Dividends received		7,328	10,785
Corporation tax paid		-	(8,869)
Interest paid		(19,048)	(29,768)
Interest received		82,627	-

Net cash (used in)/generated from investing activities		(143,742)	13,367

Net cash from financing activities
Issue of equity		3,094,509	1,810,763
Increase/(decrease) in borrowings		5,570	(9,667)

Net cash generated from financing activities		3,100,079	1,801,096

Net decrease in cash and cash equivalents		(376,565)	(744,673)
Cash and cash equivalents at the beginning of year		2,414,786	3,159,459

Cash and cash equivalents at end of year		2,038,221	2,414,786
		===========	==========

The notes on pages 31 to 48 of the Annual Report form part of these financial statements

CONSOLIDATED STATEMENT OF ANALYSIS OF NET FUNDS

AS AT 31 MARCH 2024

GROUP
	As at	Change	As at
	31 Mar'23	in year	31 Mar'24
	£	£	£
Loans	(34,021)	(5,570)	(39,591)
Cash at bank and in hand	2,414,786	(376,565)	2,038,221

Net funds	2,380,765	(382,135)	1,998,630

	As at	Change	As at
	31 Mar'22	in year	31 Mar'23
	£	£	£
Loans	(43,688)	9,667	(34,021)
Cash at bank and in hand	3,159,459	(744,673)	2,414,786

Net funds	3,115,771	(735,006)	2,380,765

The notes on pages 31 to 48 of the Annual Report form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 31 MARCH 2024 AND 31 MARCH 2023

	Share	Share	Merger relief	Reverse acquisition	Option	Retained	Total
	capital	premium	reserve	reserve	reserve	losses	equity
	£	£	£	£	£	£	£

Balance as at 31 March 2022	2,345,303	5,950,177	11,337,183	(9,557,676)	106,354	(3,791,921)	6,389,420
Issue of shares	255,945	1,554,817	-	-	-	-	1,810,762
Costs of raising funds	-	1,000	-	-	-	-	1,000
Share based charges	-	-	-	-	65,873	-	65,873
Loss in the year	-	-	-	-	-	(3,900,733)	(3,900,733)
Balance as at 31 March 2023	2,601,248	7,505,994	11,337,183	(9,557,676)	172,227	(7,692,654)	4,366,322

Issue of shares	474,184	2,924,310	-	-	-	-	3,398,494
Costs of raising funds	-	-	-	-	-	-	-
Share based charges	-	-	-	-	100,207	-	100,207
Loss in the year	-	-	-	-	-	(2,799,910)	(2,799,910)
Balance as at 31 March 2024	3,075,432	10,430,304	11,337,183	(9,557,676)	272,434	(10,492,564)	5,065,113

COMPANY STATEMENT OF CHANGES IN EQUITY

AS AT 31 MARCH 2024 AND 31 MARCH 2023

	Share	Share	Merger relief	Option	Retained	Total
	capital	premium	reserve	reserve	losses	equity
	£	£	£	£	£	£

Balance as at 31 March 2022	2,345,303	5,950,177	11,337,183	106,354	(792,856)	18,946,161
Issue of shares	255,945	1,554,817	-	-	-	1,810,762
Costs of raising funds	-	1,000	-	-	-	1,000
Share based payments in year	-	-	-	65,873	-	65,873
Loss for the year	-	-	-	-	(186,336)	(186,336)
Balance as at 31 March 2023	2,601,248	7,505,994	11,337,183	172,227	(979,192)	20,637,460


Issue of shares	474,184	2,924,310	-	-	-	3,398,494
Costs of raising funds	-	-	-	-	-	-
Share based payments in year	-	-	-	100,207	-	100,207
Loss for the year	-	-	-	-	(279,719)	(279,719)
Balance as at 31 March 2024	3,075,432	10,430,304	11,337,183	272,434	(1,258,911)	23,856,442

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDING 31 MARCH 2024

1. GENERAL INFORMATION

The company is a public listed company incorporated and domiciled in England and Wales and listed on the AQSE. The address of its registered office, and its principal trading address, is Nightingale House, 65 Curzon Street, London, W1J 8PE. Its principal activity is arranging deals in investments and financial planning.

2. ACCOUNTING POLICIES

2.1 Basis of preparation

The financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), Companies Act 2006.

The financial statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in the accounting policies below.

The financial statements are prepared in sterling, which is the functional currency of the Parent company and the Group. Monetary amounts in these financial statements are rounded to the nearest £.

2.2 Going concern

The Group has prepared the financial statements on a going concern basis. After reviewing the Group and Company's annual budget, business plan and forecasts the directors are satisfied that the Group and the Company have adequate resources to continue to operate for the foreseeable future and for at least twelve months from the date of signing and confirm that the Group and Company are a going concern. The directors are also satisfied that the Group has enough cash resources to meet its Group liquidity requirement (which is an FCA requirement) over the next 3 years.

Whilst the Directors acknowledge that the Group has been through a year of difficult market conditions and uncertainty amongst the wider investor community, which resulted in a loss for the year ended 31 March 2024, the cash flow forecasts prepared indicate that the Group has considerable cash headroom before taking into account any cost cutting measures or the possibility of further a successful fund raise by the parent company.

The Directors believe the going concern basis is appropriate because (i) the Company has a strong net asset position, (ii) it is a listed company with the ability to raise new funds if required and (iii) it has a 100% subsidiary (Oberon Investments Limited) which has a strong cash position. In addition the directors have reviewed the cash flow forecasts for both the Company and the other companies in the Group, and have concluded that the group has enough cash resources (of currently about £2.4m), which will be made available to the parent company as and when necessary, for it to meet all of its obligations and liabilities as they fall due for at least the next 12 months from the date of approving these financial statements.

2.3 Turnover

Turnover represents amounts earned from stockbroking commissions receivable on executed transactions, account administration charges and fees receivable for the management of investment funds net of VAT. Turnover from stockbroking is recognised upon settlement of transactions; all other turnover is recognised when the company is contractually entitled to do so.

Turnover from its corporate advisory business is recognised when the company is contractually entitled to do so or when management believes there is a very high degree of certainty over the receipt of such revenues when a transaction is very close to completion. In the prior year, grant income from the CJRS was included in turnover when received. Further turnover is also generated from retainer fees from the Group's corporate clients.

Turnover from its financial planning business represents net revenues from services and commissions receivable, excluding value added tax. Turnover from membership fees, initial and ongoing advise charges is recognised over the period of subscription or renewal, and commissions receivable on the basis of statement entitlements.

Further turnover is also generated from interest earned on client money balances and revenue from retainer fees from the Group's corporate clients.

2.4 Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

2.5 Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquire plus costs directly attributable to the business combination.

Any excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets and liabilities is recognised as goodwill. If the net fair value of the identifiable assets and liabilities exceeds the cost of the business combination the excess is recognised separately on the face of the consolidated statement of financial position immediately below goodwill.

2.6 Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably. This also includes capitalised expenses relating to relevant acquisitions.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives. The useful economic life of the intangible asset is based over a period of ten years.

2.7 Goodwill

Goodwill represents the excess of the cost of an acquisition over the interest in the fair value of identifiable assets,

liabilities and contingent liabilities acquired. Goodwill is capitalised as an intangible asset. The goodwill is amortised over a period of 10 years on a straight line basis with the expense being recognised in the profit and loss account on an annual basis. The directors believe this is a reasonable period over which to amortise the goodwill associated with the acquisition of the Oberon group of companies - all underpinned by the continuing success of Oberon Investments Limited, given the business has been in existence since 1987 and the value of the business has increased significantly since being acquired in 2017.

2.8 Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

Land and buildings Freehold	4% per annum
Fixtures, fittings & equipment	25% per annum
Computer equipment	16.6% per annum

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 credited or charged to profit or loss.

Additions are depreciated as if they were acquired at the beginning of the year at a full year's rate.

2.9 Impairment of fixed assets

At each reporting period end date, the company 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.

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

2.10 Fixed asset investments

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements. The directors have assessed the value of the investment in the subsidiary and based on the value of the business as per the recent investments into the parent company (whose only asset is the subsidiary), no impairment charge is required to be made.

Deferred consideration is usually recognised at the time of acquisition, where its value is known with reasonable certainty, and is included in the cost of the fixed asset investment. Where deferred consideration is not initially recognised at the time of acquisition, but subsequently becomes recognised, the cost of the fixed asset investment is increased at that subsequent occasion.

2.11 Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.12 Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.13 Creditors

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

2.14 Operating leases

Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the year until the date the rent is expected to be adjusted to the prevailing market rate.

2.15 Finance leases

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets are depreciated over the shorter of the lease term and their useful lives.

Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance elements of the rental payment is charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.16 Pension

The Group operates a defined contribution pension scheme. All contributions are charged to the Statement of Comprehensive Income in the year to which they relate. The units of the plan are held separately from the Group in independently administered funds.

2.17 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

In accordance with FRS102, deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

2.18 Foreign currency

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the report date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken to the profit and loss account.

2.19 Financial Instruments

The company 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 company's balance sheet 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.

Basic financial assets

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

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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

2.20 Equity instruments

Equity instruments issued by the company 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 company.

2.21 Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted.

2.22 Significant judgements and estimates

In applying the Group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities and the inputs for the share based payment calculations (as required by Section 26 of FRS102) included in its option pricing model. The option pricing model requires assumptions and estimates over inputs such as the expected volatility of the shares, the expected life of the options, and the risk-free interest rate. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

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

Intangible assets

Contracts and Goodwill

As described in note 2.6 and note 2.7, contracts and goodwill are recognised at the point of acquisition and have been stated as intangible assets on the balance sheet and are amortised to the income statement over a period of 10 years from the date of acquisition.

Both the value of contracts and goodwill is subject to review for impairment in accordance with FRS 102. The carrying values are written down by the amount of any impairment and the loss is recognised in the profit and loss account in the year in which this occurs.

Having considered the strategic plans and projected future cashflows of acquired contracts primarily in respect of the OIL cash generating unit ("CGU") and to a lesser extent the Smythe House CGU, the directors are confident that no impairment charge is required to either the contracts nor the goodwill recognised in the consolidated balance sheet.

2.23 Associates

An Associate is an entity, being neither a subsidiary nor a joint venture, in which the Group holds an interest and where the Group has significant influence but does not control the entity. The results of Associates are accounted for using the equity method of accounting.

3. TURNOVER AND SEGMENTAL REPORTING

The directors consider that there is one main operating segment within the business, based on the way the Group is organised and the way the internal management system operates and reports are produced. All of the Group's revenues are generated from activities within the UK.

An analysis of the group's turnover is as follows:	Year to 31 Mar 2024	Year to 31 Mar 2023
	£	£
Investment management income	5,435,961	3,080,580
Corporate finance income	1,619,356	1,656,660
Financial planning	522,036	310,849
	7,577,353	5,048,089

Investment management income includes interest generated on client money balances.

4. OPERATING LOSS

		Year to 31 Mar 2024	Year to 31 Mar 2023
		£	£
The operating loss is stated after charging:
Amortisation of intangible assets	11	220,950	232,369
Depreciation of tangible assets	12	79,792	64,229
Loss on current asset investments	16	(107,720)	(188,462)
Loss on disposal of fixed assets		(5,285)	-
Operating lease rentals and service charge		656,386	535,602
Auditors' remuneration		£	£
Fees payable to the Group's auditors for the audit of the Group's annual financial statements		107,017	72,110
All other services		8,700	8,100

5. DIRECTORS REMUNERATION

The average number of Directors during the year was 8 (2023: 7).

The Directors and senior managers are considered to be the key management personnel. The total remuneration paid to key management personnel is disclosed in note 29. There are 3 directors of the Company for whom pension contributions are being paid.

6. STAFF COSTS

	Year to 31 Mar 2024	Year to 31 Mar 2023
	£	£
Wages and salaries	4,784,052	4,243,557
Social security costs	741,947	556,034
Pension costs	112,026	78,749

	5,638,025	4,878,340

	No.	No.
The average monthly number of group employees during the year was:	75	49

7. INTEREST RECEIVABLE AND SIMILAR INCOME

	Year to 31 Mar 2024	Year to 31 Mar 2023
	£	£

Interest income on the Group's bank balances	82,627	-
Dividends received	7,328	10,785
	89,955	10,785

8. INTEREST PAYABLE AND SIMILAR EXPENSES

	Year to 31 Mar 2024	Year to 31 Mar 2023
	£	£
Interest payable	19,048	28,132

9. TAXATION

	Year to	Year to
	31 Mar	31 Mar
	2024	2023
	£	£
Corporation tax - Group income statement
UK corporation tax credit at 25% (2023: 19%)	(138,790)	-
Deferred tax
Origination and reversal of timing differences	-	-
Tax credit on loss on ordinary activities	(138,790)	Nil

Factors affecting the group tax credit for the period

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

	Year to	Year to
	31 Mar	31 Mar
	2024	2023
	£	£
Group loss on ordinary activities before tax	(2,877,132)	(3,900,733)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2023: 19%)	(719,283)	(741,139)
Effects of:
Expenses not deductible for tax purposes	103,737	85,047
Fixed asset differences	19,000	11,519
Exempt ABGH distributions	(1,832)	(2,049)
Research and Development tax credit claim	(189,794)	-
Deferred tax not recognised	652,364	647,464
Other adjustments	(2,982)	(842)

Total tax credit for the period	(138,790)	Nil

The group has cumulative trading losses carried forward of £9,535,172 (2023: £7,162,870), which potentially can be utilised against future profits generated by the group. However, no deferred tax asset has been recognised in respect of these losses in view of the group's history of losses and consequently recoverability is not sufficiently certain.

Factors that may affect future tax charges

Losses carried forward to use against future profits.

10. LOSS PER SHARE

The loss per share is based upon the loss of £2,738,342 (2023: loss of £3,900,733) and the weighted average number of ordinary shares in issue for the year of 573,970,195 (2023: 478,347,749).

The loss incurred by the Group means that the effect of any outstanding options would be considered anti-dilutive and is ignored for the purposes of the loss per share calculation.

11. INTANGIBLE ASSETS

Group	Goodwill	Contracts	Capitalised expenditure	Totals
	£	£	£	£
Cost
At 1 April 2023	1,696,570	762,000	56,125	2,514,695
On acquisition (see below)	(28,588)	-	-	(28,588)
Other additions	-	-	13,125	13,125
Disposals	54,920	-	-	54,920
Transfer to Investment in Associate (note 15)	204,806	-	-	204,806
At 31 March 2024	1,927,708	762,000	69,250	2,758,958

Amortisation
At 1 April 2023	646,409	296,167	1,082	943,658
Amortisation	149,598	65,000	6,352	220,950
Eliminated on disposals	-	-	-	-
At 31 March 2024	796,007	361,167	7,434	1,164,608

Net Book Value
At 31 March 2023	1,050,161	465,833	55,043	1,571,037
At 31 March 2024	1,131,701	400,833	61,816	1,594,350

The negative goodwill of £(28,588) arises from the aggregate of goodwill on the acquisition of Nexus Investment Management Limited of £254,500 (note 14) and the negative goodwill of £(283,088) on the acquisition of Logic Investments Limited (Note 15).

The Company has no intangible assets.

12. TANGIBLE FIXED ASSETS

	Fixtures, fittings & equipment	Computer equipment	Total
Group	£	£	£

Cost
At 1 April 2023	87,146	382,124	469,270
Additions	-	83,430	83,430
Disposals	-	(10,707)	(10,707)
At 31 March 2024	87,146	454,847	541,993

Depreciation
At 1 April 2023	65,847	170,368	236,215
Charge for year	9,910	69,882	79,792
Eliminated on disposals	-	(5,854)	(5,854)
At 31 March 2024	75,757	234,396	310,153

Net Book Value
At 1 April 2023	21,299	211,756	233,055
At 31 March 2024	11,389	220,451	231,840

The Company has no fixed assets.

13. FIXED ASSET INVESTMENTS

PARENT COMPANY		£
At 1 April 2023		14,396,995
Additions		-
Disposals		-
At 31 March 2024		14,396,995

SUBSIDIARY UNDERTAKINGS

The following were subsidiary undertakings of Oberon Investments Group plc:

Company Name	Registered Office	Interest	Country of Incorporation	Nature of Business

Oberon Securities Ltd (OSL)	65 Curzon Street, London	100% (direct)	UK	Corporate Advisory and parent of OIL
Oberon Investments Ltd (OIL)	First floor, 12 Hornsby Square Southfields Business Park Basildon, Essex	100% (indirect)	UK	Broker & wealth manager
Smythe House Ltd	65 Curzon Street, London	100% (indirect)	UK	Wealth manager
GMC EBT Ltd	65 Curzon Street, London	100% (indirect)	UK	Dormant
Barnard Nominees Ltd	First floor, 12 Hornsby Square Southfields Business Park Basildon, Essex	100% (indirect)	UK	Dormant
Company Name	Registered Office	Interest	Country of Incorporation	Nature of Business

Nexus Investment Management Ltd	65 Curzon Street, London	100% (indirect)	UK	Wealth manager
Oberon Corporate Finance Ltd	65 Curzon Street, London	100% (indirect)	UK	Dormant
Nexus Investment Management Ltd	65 Curzon Street, London	100% (indirect)	UK	Wealth manager
Oberon Corporate Finance Ltd	65 Curzon Street, London	100% (indirect)	UK	Dormant

The share capital and reserves at 31 March 2024 and the profit and loss for the year ended on that date for the individual subsidiary undertakings were as follows:

Company Name	Aggregate of share capital and reserves £	Profit/(Loss) £
Oberon Securities Ltd	3,599,231	453,223
Oberon Investments Ltd	4,747,555	(1,874,771)
Smythe House Ltd	199,416	94,316
GMC EBT Ltd	100	-
Barnard Nominees Ltd	2	-
Nexus Investment Management Ltd	60,898	51,194
Oberon Corporate Finance Limited	100	-

14. BUSINESS COMBINATIONS

The Group completed the acquisition of Nexus Investment Management Limited, the manager of the Nexus Investments Evergreen EIS Scale-Up Fund, on 18 December 2023. Nexus Investment Management Limited is incorporated in the UK. The acquisition was mainly funded through the issue of 7.5m shares, at a value of 3.5p each, in Oberon Investments Group plc. The Nexus EIS Fund has a 15-company strong portfolio across Digital, Data, EdTech and Health which strengthens Oberon's offering to investors who wish to benefit from Enterprise Investment Scheme tax relief ('EIS') and companies seeking EIS investment. The Acquisition of the Nexus EIS Fund will augment Oberon's existing 'Oberon EIS Fund' and complements its offer to growing companies seeking investment through Oberon Capital and Oberon Private Ventures divisions.

The business combination has been accounted for using acquisition based accounting.

The following amounts of assets and liabilities were recognised at the acquisition date:

Net assets of Nexus Investment Management Ltd on acquisition
					£
Current assets (exc cash)					41,469
Cash					435
Total assets					41,904
Total liabilities					32,199
Net assets (at book value) at acquisition					9,705

Fair value of net assets acquired					9,705
Goodwill on acquisition					254,500
Total consideration					264,205

15. INVESTMENT IN ASSOCIATE

The Group completed the acquisition of a 63% stake of Logic Investments Limited ("Logic") on 9 June 2023. Logic is incorporated in the UK and provides custody and operations services to third-party wealth managers.

This stake was increased to 69.1% on 5 September 2023, but then subsequently reduced to 68.9% on 12 March 2024 following a share issue by Logic and then a further reduction to 55.6% on 28 March 2024 following Oberon's disposal of 13.33% of Logic's share capital.

Following this latter disposal Oberon, despite owning more than 50% of the share capital, no longer exercises control over Logic, in the opinion of the directors of the Group, and is looking to reduce its stake further over time. Therefore, from 28 March 2024, it ceased to account for Logic as a subsidiary and instead this investment is now accounted for as an Associate.

The original business combination was accounted for using acquisition based accounting.

Net assets of Logic Investments Ltd on 9 June 2023 at the time of acquiring a 63% holding
						£
Fixed assets						5,006
Current assets (exc cash and other debtors)						37,544
Other debtors						238,292
Cash						844,025
Total assets						1,124,867

Total liabilities						297,279
Net assets (at book value) at acquisition						827,588

Oberon's 63.0% of net assets (at fair value) at acquisition						521,380
Negative goodwill on acquisition						(283,088)
Total consideration for acquiring 63% stake in Logic						238,292

Cost of further investment on 5 September 2023						70,534

NAV of Logic Investments Ltd on 28 March 2024 was £1,025,190. Unamortised negative goodwill as at 28 March 2024 was £259,498
Oberon's 55.6% share of Logic's NAV on 28 March 2024						569,958
Add remaining negative goodwill not previously disposed of						(207,303)
Investment in associate as at 28 March 2024						362,655
Share of after tax profit to 31^st March 2024						1,148
Investment in associate as at 31 March 2024						363,803

Gain on disposal of 13.33% interest in Logic on 28 March 2024

Sale price			400,000
Less 13.333% share of net assets as at 28 March 2024			(136,693)
Less unamortised negative goodwill on disposal			54,920
Gain on disposal			318,227

16. CURRENT ASSET INVESTMENTS

Group	£
At 1 April 2023	210,809
Additions at cost	47,500
Unrealised losses in year	(107,270)
At 31 March 2024	151,039

The investments are warrants or shares in quoted companies taken as part of the Group's fees. Warrants were valued at the date the warrants were issued and then subsequently revalued through the income statement using the Black-Scholes methodology. A 20% liquidity discount was then applied to the resulting valuation, as a conservative estimate, to reflect the relatively illiquid nature of the underlying financial instruments. Shares were valued at their mid-market price at the balance sheet date.

17. DEBTORS

	2024		2023
	Group	Company	Group	Company
	£	£	£	£

Trade debtors	496,060	-	127,315	-
Rent and other deposits	74,315	-	69,020	-
Other debtors	745,973	-	531,320	-
Prepayments and accrued income	1,619,428	10,575	861,711	3,202
Amounts due from subsidiary undertakings	-	9,503,005	-	6,281,103

	2,935,776	9,513,580	1,589,366	6,284,305

18. CASH AND CASH EQUIVALENTS

	2024		2023
	Group	Company	Group	Company
	£	£	£	£

Cash at bank and in hand	2,038,221	369	2,414,786	911

19. CREDITORS: amounts falling due within one year

	2024		2023
	Group	Company	Group	Company
	£	£	£	£

Trade creditors	722,038	779	469,065	871
Other taxes and social security	239,687	-	178,372	-
Other creditors	300,743	-	82,221	-
Borrowings	25,642	-	9,910	-
Deferred consideration	-	-	97,499	-
Finance lease creditor	-	-	3,778	-
Accruals and deferred income	947,101	53,274	787,745	43,880
Amounts due to subsidiary undertakings	-	-	-	-

	2,235,212	54,053	1,628,620	44,751

20. CREDITORS: amounts falling in more than one year

	2024			2023
		Group	Company	Group	Company
		£	£	£	£

Borrowings		13,950	-	24,111	-
Other creditors		755	-	-	-

		14,705	-	24,111	-

21. COMMITMENTS UNDER OPERATING LEASES

At 31 March 2024 the Group and Company had future minimum commitments under non-cancellable operating leases as set out below:

Group	2024	2023
	Land & Buildings	Land & Buildings
	£	£

Within one year	342,010	340,723
Between one and five years	78,000	102,000

	420,010	442,723

Company

The Company had no commitments under non-cancellable operating leases at the end of either year.

22. PENSION COMMITMENTS

The Group contributes to a defined contribution scheme. The assets and liabilities of the scheme are held separately from those of the Group. Employer's contributions in respect of the scheme totalled £112,026 (2023: £76,910) during the year and at 31 March 2024 £20,398 (2023: £7,683) remained payable.

23. SHARE CAPITAL OF OBERON INVESTMENTS GROUP PLC

Movements in share capital and share premium reserves

	No. of ordinary shares (NV of 0.5p)	Share capital £	Share premium £
Total as at 1 April 2023	520,249,641	2,601,248	7,505,994
5 April 2023 - Placing @3.5p	12,857,142	64,286	385,714
2 June 2023 - Equity issue @3.65p	684,932	3,425	21,575
2 June 2023 - Equity issue @3.5p	500,000	2,500	15,000
2 June 2023 - Equity issue @3.84p	703,125	3,515	23,485
30 June 2023 - Equity issue for SHL acq. @3.9p	1,063,707	5,319	36,166
26 Sept. 2023 - Placing @3.6p	71,527,775	357,639	2,217,370
18 Dec. 2023 - Equity issue for NIML acq. @3.5p	7,500,000	37,500	225,000
Total as at 31 March 2024	615,086,322	3,075,432	10,430,304

SHL - Smythe House Limited

NIML - Nexus Investment Management Limited (now Oberon Investment Management Limited)

24. EQUITY SETTLED SHARE OPTION RESERVE

Movements in the number of share options outstanding and their related weighted average exercise prices (WAEP) are as follows:

31 March 2024

					2021
	2019 EMI		2021 EMI		Unapproved Options			2022 EMI
	Options	WAEP (p)	Options	WAEP (p)	Options	WAEP (p)	Options		WAEP (p)
Outstanding at start of year	39,261,125	0.62	7,614,500	4.00	10,000,000	4.00	6,104,302		5.93
Granted	-	-	-	-	-	-	-		-
Expired/forfeited	-	-	(700,000)	4.00	-	-	(508,475)		5.93
Exercised	-	-	-	-	-	-	-		-
Outstanding at end of year	39,261,125	0.62	6,914,500	4.00	10,000,000	4.00	5,595,827		5.93
Exercisable at end of year	31,921,542	0.76	4,608,333	4.00	1,111,111	4.00	1,865,276		5.93
Weighted average life	5.47		7.35		7.08		8.34

31 March 2024

	2023 EMI
	Options	WAEP (p)
Outstanding at start of year	-	-
Granted	11,054,795	3.65
Expired/forfeited	(821,918)	-
Exercised	-	-
Outstanding at end of year	10,232,877	3.65
Exercisable at end of year	-	-
Weighted average life	9.33

31 March 2023

					2021
	2019 EMI		2021 EMI		Unapproved Options			2022 EMI
	Options	WAEP (p)	Options	WAEP (p)	Options	WAEP (p)	Options		WAEP (p)
Outstanding at start of year	39,261,125	0.62	7,762,500	4.00	10,000,000	4.00	-		-
Granted	-	-	-	-	-	-	6,319,557		5.93
Expired/forfeited	-	-	(148,000)	4.00	-	-	(212,255)		-
Exercised	-	-	-	-	-	-	-		-
Outstanding at end of year	39,261,125	0.62	7,614,500	4.00	10,000,000	4.00	6,104,302		5.93
Exercisable at end of year	30,566,556	0.79	2,538,167	4.00	1,111,111	4.00	-		-
Weighted average life	6.47		8.35		8.08		9.34

The weighted average life represents the weighted average contractual life in years to the expiry date of options outstanding at the end of the year.

The pricing models used to value these options and their inputs are as follows:

	2019 EMI	2021 EMI	Unapproved	2022 EMI
	option plan	option plan	options	Option plan
Pricing model	Black Scholes	Black Scholes	Black Scholes	Black Scholes

Date of grant	30/8/19 -	1/7/21	24/4/21	01/08/22
	27/09/19
Share price at grant (p)	0.89 - 0.94	4.0	4.0	5.9 - 6.5
Exercise price (p)	0.0 - 0.94	4.0	4.0	5.9 - 6.5
Expected volatility	30%	30%	30%	30%
Life of option (years)	10	10	10	10
Risk-free rate	0.50%	0.50%	0.50%	0.5%
Expected dividend yield	N/A	N/A	N/A	N/A
	2023 EMI
	option plan
Pricing model	Black Scholes

Date of grant	1/7/23
Share price at grant (p)	3.65
Exercise price (p)	3.65
Expected volatility	30%
Life of option (years)	10
Risk-free rate	4.3%
Expected dividend yield	N/A

The net charge recognised in the period for these option plans was £100,164 (2023: £65,873).

25. RESERVES

Retained earnings

The group's retained earnings reserve consists of accumulated profits and losses of the parent company since incorporation, less any dividends which have been paid, plus any accumulated profits and losses of its subsidiary companies generated from the date of their acquisition, less any dividends which they have paid.

Share premium

The share premium reserve represents the premium paid for share capital in excess of its nominal value.

Share warrant reserve

The share warrant reserve represents the cumulative fair value of warrants which have vested and have been charged through the income statement but have not yet been exercised. Following the exercise of warrants in April 2021, there are no more warrants in issue.

Share option reserve

The share option reserve represents the cumulative fair value of warrants which have vested and have been charged through the income statement but have not yet been exercised.

Merger relief reserve

The merger relief reserve represents the premium for the consideration shares, issued as part of the RTO, over their nominal value.

Reverse acquisition reserve

This represents the impact on equity of the reverse acquisition of Oberon Securities Limited.

26. PROFIT FOR THE FINANCIAL YEAR

The parent company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The Company's loss for the year to 31 March 2024 was £279,676 (2023: loss of £186,336).

27. OFF BALANCE SHEET ARRANGEMENTS

In line with the 'Balances with clients and counterparties' accounting policy (note 1.15), client free money balances have been recognised off balance sheet.

At the year end the group held £30,441,658 (2023: £39,523,398) in the client free money balances off the balance sheet.

28. CASH GENERATED FROM OPERATIONS

Group	Year to 31 March 2024	Year to 31 March 2023
	£	£
Loss for the year after tax	(2,738,342)	(3,900,733)

Adjustments for:
Finance costs	19,048	29,768
Investment income	(82,627)	-
Dividends received	(7,328)	(10,785)
Loss on current asset investments	107,720	188,462
Loss on disposal of fixed assets	5,285	-
Gain on disposal of stake in associate	(318,227)	-
Share of after tax profit in associate	(1,148)	-
Depreciation	79,792	64,229
Amortisation	220,950	232,369
Employment related share based charge	100,207	65,916
Corporation tax credit	(138,790)	-
Movement in working capital
(Increase)/decrease in debtors	(1,346,409)	1,889,709
Increase/(decrease) in creditors	766,967	(1,118,071)
Cash used in operations	(3,332,902)	(2,559,136)

29. RELATED PARTY TRANSACTIONS

Group

Remuneration of key management personnel

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. The remuneration of key management personnel is as follows.

Year to

31 March
2024

Year to
31 March
2023

Key management personnel remuneration

2,584,786

2,353,038

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with its wholly owned subsidiaries.

30. ULTIMATE CONTROLLING PARTY

The Directors consider that there is no one controlling party who controls the Group.

31. EVENTS AFTER THE REPORTING PERIOD

On 27 June 2024, the parent company granted options over 25,407,900 ordinary shares of 0.5p each, to a director and employees with exercise prices of between 3.5-3.6p per share. Following these option grants, the Company has 90,743,562 shares under option which represents 14.75% of the outstanding share capital of the Company which comprises 615,086,322 Ordinary shares in issue.

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