Results for the year ended 31 March 2026
Summary by AI BETAClose X
Oberon Investments Group plc
('Oberon', the 'Company', or the 'Group')
Results for the year ended 31 March 2026
Record revenues, strong growth in FUMA and significant
investment for future profitability
Oberon Investments Group plc (AQSE: OBE), the integrated investment management, financial planning, asset management and corporate advisory group, announces its audited results for the year ended 31 March 2026 (“FY26”).
FY26 was a year of strong growth and significant strategic progress. Group revenue increased by 24.7% to a record £11.7m (FY25: £9.4m), while funds under management and administration (“FUMA”) increased to over £1.4bn. The Group also continued to broaden its recurring revenue base and strengthen its capabilities across Investment Management, Financial Planning and Asset Management. Post period end, FUMA has continued to rise, growing to over £1.65bn.
During the year Oberon made a number of important investments for future growth, including the recruitment of experienced investment management and asset management teams, further investment in compliance, governance and operational infrastructure, and the continued development of the Group’s fund management capabilities. A significant proportion of the costs associated with these investments was incurred during FY26, while the full revenue contribution from a number of the new teams will only begin to be reflected in FY27.
The year also saw the successful relaunch of the TM Oberon UK Smaller Companies Fund under Richard Penny. The fund has delivered strong relative investment performance and has grown from approximately £7m of assets when it joined Oberon to more than £35m post period end.
Financial highlights
- Revenue increased 24.7% to a record £11.7m (FY25: £9.4m).
- Client assets under administration and management increased to over £1.4bn.
- Operating loss margin improved to 39.9% of revenue (FY25: 42.7%), despite continued investment in new teams, governance, compliance and infrastructure.
- EBITDA loss (excluding exceptionals) of £2.8m (FY25: £2.1m), reflecting significant investment in new teams and infrastructure prior to the associated revenue contribution in FY27 and beyond.
- Net current assets of £4.0m (FY25: £3.4m).
- Strong continued investor backing with fundraising of c. £5m in the year and £1.4m post period end.
- Exceptional items of £1.44m (FY25: £1.46m), with future significant reductions expected as costs associated with infrastructure, relocation and team onboarding, fall away.
Operational highlights
- Continued high levels of inflows across Investment Management, with management fees now representing the Group’s largest and most recurring source of revenue.
- Significant investment in new Investment Management teams, bringing established client relationships and assets to Oberon. Much of the associated cost was recognised in FY26, while their revenue contribution is expected to increase materially during FY27 as assets complete their transfer.
- Smythe House, the Group’s Financial Planning division, delivered revenues of approximately £1.4m.
- Corporate Broking generated revenues of approximately £2.7m, supported by an increasing base of retained mandates despite more subdued conditions in UK smaller-company equity issuance.
- Asset Management significantly strengthened through the development of the TM Oberon UK Smaller Companies Fund and the recruitment of experienced investment professionals to expand the Group’s product range.
- TM Oberon UK Smaller Companies Fund, which ranked first in its peer group over both one and two years (Source: Citywire), grew assets from approximately £7m to more than £35m post period end, supported by strong relative investment performance.
- Continued investment in compliance, governance, technology and operational infrastructure to support the Group’s increasing scale.
Outlook
- The Board expects Group revenue to exceed £14m in FY27, supported by continued organic growth and the increasing contribution from teams recruited during FY26.
- Oberon is an operationally geared business, with much of the infrastructure and cost base required to support the next stage of growth already in place. As revenues increase, the Board expects a growing proportion of incremental income to translate into earnings.
- Profitability is the key focus for FY27, alongside continued growth in client assets, recurring revenues and disciplined cost management.
- Post year-end asset inflows have continued across Investment Management and Asset Management.
- The Group continues to see significant growth potential within Asset Management as investment performance, assets and distribution build.
- The Corporate Broking pipeline remains active, with increasing emphasis on recurring retainer and advisory income.
- The independent review being undertaken in connection with the VREQ is progressing well and in line with the expected timetable. The Group continues to engage constructively with the FCA and hopes to bring the process to a conclusion in the near term.
Simon McGivern, Chief Executive Officer of Oberon Investments Group, commented:
“FY26 was an important year for Oberon. Revenues increased by nearly 25% to a record £11.7m and client assets grew to more than £1.4bn, while we continued to invest substantially in the people, capabilities and infrastructure required to build a larger and more valuable business.
A particularly important feature of the year was the quality of the new teams we attracted to Oberon. In many cases we incurred the salary and onboarding costs during FY26 before receiving the full benefit of the assets and revenues they bring. As those relationships mature and assets complete their transfer, we expect their contribution to become increasingly visible during FY27.
We are also very encouraged by the development of our Asset Management business, and we believe there is significant scope for further growth.
Oberon is an operationally geared business. Much of the cost and infrastructure required to support our next stage of development is now in place and, as revenues grow, we expect an increasing proportion of that growth to translate into earnings. We expect revenues to exceed £14m in FY27 and our clear priority is to convert the scale we have built into sustainable, long-term profitability.”
For further information please contact:
Oberon Investments Group plc |
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Simon McGivern / Marcia Manarin |
+44 (0)20 3179 5300 | |
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Strand Hanson Limited (AQSE Corporate |
+44 (0)20 7409 3494 | |
Adviser to the Company) Ritchie Balmer / James Spinney / Imogen Ellis
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Oberon Capital (Broker to the Company) |
+44 (0)20 3179 5300 | |
Mike Seabrook / Nick Lovering |
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Chairman’s Statement
I am pleased to present my statement for the year ended 31 March 2026, a year in which Oberon has grown revenues by 24.7% to £11.7m, strengthened its team significantly, and made important progress in building the operational platform from which we expect to deliver sustained profitability.
The Board’s role is to set the vision, provide oversight, and ensure the Group has the leadership, resources, and governance it needs to succeed. I believe we have discharged that responsibility well in FY26 — a year that required both ambition and discipline in equal measure.
Performance and progress
Growing revenues by nearly a quarter in the face of subdued UK equity markets and constrained small-cap issuance is an achievement that deserves full recognition. As Simon McGivern sets out in his CEO’s Report, the conditions for a business with Oberon’s profile — exposed to AIM, UK smaller companies, and a market for corporate advisory that remained difficult throughout much of the year — were genuinely challenging. The revenue growth reflects the quality of our people and the resilience of our diversified model.
We made progress on our operating loss margin, which improved year-on-year, as a percentage of revenue. This reflects the increasing operational leverage of the business as a growing revenue base is spread across an infrastructure that was substantially put in place in prior years. While we had anticipated reaching profitability sooner, the Board is encouraged by the direction of travel: exceptional costs are reducing, the revenue mix is becoming more recurring, and each division is more mature than it was twelve months ago.
Two fundraisings during the year, totalling approximately £5.3m through a combination of new share and Convertible Loan Note (CLN) issues, were well supported by both existing and new shareholders. This endorsement of our strategy, at a time of real difficulty in public markets, is something the Board does not take for granted. The capital raised ensures the Group has the financial resilience to execute its plan and maintain its regulatory obligations with appropriate headroom.
Our people
The most significant development of the year was the continued strengthening of the team. The Asset Management Division has appointed a number of key individuals over the period. Alongside this, our Investment Management and Smythe House financial planning teams have continued to grow, adding client relationships and funds under management and administration (FUMA) that form the recurring revenue foundation of the business.
Oberon’s ability to attract talent of this calibre - people with decades of experience at leading institutions who choose a boutique environment - is both a validation of our culture and a competitive advantage that the Board regards as the most important driver of long-term shareholder value.
Governance and risk
As Oberon grows in scale and complexity, governance must evolve in step. During FY26, the Board continued to develop and refine the Group’s risk framework, with particular attention to the expanding regulatory environment — including rising consumer duty expectations and operational resilience standards — as well as to emerging risks such as AI and technology disruption in our sector. The Principal Risks and Uncertainties section of this report reflects a more comprehensive assessment than in prior years.
The Group’s compliance team, supported by external specialists, has continued to perform well in a demanding regulatory environment. Our IT and data infrastructure has been further strengthened, with 24/7 monitoring and resilience across dual sites. These are not headline items, but they are the foundations on which a trusted financial services business is built.
The Board is satisfied that the Group’s internal controls and reporting processes are appropriate for a business of our current scale and consistent with the obligations of a regulated, publicly quoted group.
Market context
The structural case for boutique financial services firms of Oberon’s kind continues to strengthen. Clients are demanding greater personalisation, transparency, and integrated advice — all areas where larger, more institutional competitors struggle to differentiate. Regulatory pressure and the rising cost of compliance continue to weigh more heavily on firms without scale economies, yet paradoxically create opportunity for businesses like ours whose model is built around relationship quality rather than transactional volume.
Focus for FY27
The Board has set clear priorities for the year ahead, deliberately focused on depth rather than breadth. We are not pursuing acquisitions. Our goal is to make the most of the platform and team we have built:
• Execute: Ensure every division performs to its potential, converting the talent and client relationships we have assembled into consistent revenue.
• Improve unit economics: Continue the work of reducing exceptional costs, improving operational leverage, and moving the business decisively toward profitability.
• Deepen client relationships: Grow AUA and fee income organically by providing the quality of service that retains clients, attracts referrals, and builds the recurring revenue base on which long-term profitability depends.
The Board has confidence in Simon McGivern and the management team to deliver on these priorities. The foundations are in place. FY27 is the year to build on them.
Appreciation
On behalf of the Board, I would like to thank our shareholders for their continued confidence, our clients for their trust and loyalty, and our colleagues across every division for their commitment and professionalism throughout a demanding year. We are building a business of genuine quality, and the results of that effort are increasingly visible in our numbers. I look forward to reporting further progress in FY27.
Michael Cuthbert
Chairman
18 August 2026
Chief Executive’s Statement
I am pleased to present Oberon’s results for the year ended 31 March 2026 – a year of strong growth and meaningful strategic progress across the Group. Revenue increased by 24.7% to £11.7m (FY25: £9.4m), while client assets under administration and management increased to over £1.4bn, up approximately 28% year-on-year. The Group also improved its operating loss margin as a percentage of revenue.
Just as importantly, FY26 saw us continue to invest in the future of the business. We welcomed a number of high-quality investment management and asset management teams, significantly strengthening the depth of expertise across the Group and bringing with them substantial client relationships and future revenue potential. We also relaunched the TM Oberon UK Smaller Companies Fund under Richard Penny, which ranked first in its peer group over both one and two years and has grown from approximately £8m of assets to more than £35m post period end.
Oberon is a significantly stronger business today than it was twelve months ago. Our revenue base is broader and increasingly recurring, our team is stronger, our product range is wider, and we have continued to invest in the governance, compliance and operational infrastructure required to support a larger financial services group. The priority now is to convert the scale we have created into sustainable profitability.
Market environment and positioning
FY26 was characterised by a mixed but generally constructive market environment. Larger-cap equity markets performed well over much of the period, while conditions in UK smaller companies and new equity issuance remained more subdued. This had some impact on activity within Oberon Capital, where transaction volumes are naturally influenced by the level of corporate fundraising and primary market activity, but the effect on the Group as a whole was limited by the breadth and diversity of our business.
Oberon today is increasingly balanced across Investment Management, Financial Planning, Asset Management and Corporate Finance, with a growing proportion of revenues derived from recurring management and advisory fees. This diversification provides greater resilience across market cycles and means that the Group is not dependent on any one asset class, market segment or source of revenue.
More broadly, we believe the structural environment continues to favour high-quality, client-focused financial services businesses. Clients increasingly value personal service, experienced advisers, tailored investment solutions and the ability to access a broader range of expertise within one organisation. Oberon has been deliberately built around those principles. As the Group grows in scale, we believe the combination of institutional-quality expertise and a highly personal approach to client service represents an increasingly strong competitive position.
Summary financial analysis |
Year ended 31 Mar ‘26 £’000 |
Year ended 31 Mar ‘25 £’000 |
Revenue |
11,679 |
9,364 |
Administrative expenses (exc exceptionals, dep & amort) |
(14,504) |
(11,423) |
EBITDA loss (exc exceptionals) |
(2,825) |
(2,059) |
Exceptional items |
(1,439) |
(1,461) |
Headline EBITDA loss |
(4,264) |
(3,520) |
Depr & amort |
(475) |
(365) |
Gain/(loss) on value of current asset investments Operating loss
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77 (4,662)
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(115) (4,000)
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Current and future growth
Growth was broad-based, with every division contributing:
• Investment Management continued to attract strong inflows. New team hires brought with them established client bases and significant additional AUA, driving management fee income that now forms the largest and most recurring component of group revenue. The compounding effect of these hires — as client relationships deepen and further assets are transferred — is one of the most important forward-looking indicators for the business.
• Strategic Financial Planning (Smythe House) delivered revenues of approximately £1.4m, building on prior-year growth and confirming the sustained demand for integrated financial planning. The decision to invest in this division as a complement to our investment management offering continues to prove correct: clients who engage both services represent the most valuable and enduring relationships in the Group.
• Corporate Finance generated approximately £2.7m in revenues – a strong performance given the market conditions described above. We focused deliberately on building a retained mandate base that provides recurring income rather than one-off transaction fees, and on diversifying across advisory, fundraising, and broking work through Oberon Capital and Private Ventures. This mix proved its value in FY26 and positions the division well for a market recovery.
Our Asset Management division saw a number of significant appointments that materially enhanced its capabilities. These appointments have moved Asset Management from a nascent division into one with considerable potential and a broadening product range.
Path to profitability
Revenue growth of 24.7% tells only part of the story. FY26 was also a year of significant investment in the next stage of Oberon’s development. We continued to strengthen our compliance, governance and operating structures, while investing in the systems and infrastructure required to support a larger and more complex financial services group. These investments increased the cost base during the year, but we believe they leave the business substantially better equipped to support future growth.
We also invested significantly in people. During FY26 we recruited a number of experienced investment management and asset management teams, including senior professionals from established wealth and investment businesses. These teams brought substantial client relationships and assets with them, but inevitably incurred salary and onboarding costs from the point they joined. In many cases, the associated assets transferred progressively (and at the end of the financial year) and therefore generated little or only partial revenue during FY26. As those assets complete their transfer and the new teams become fully productive, we expect their contribution to revenue to be significantly greater in FY27 without a corresponding increase in the underlying cost base.
Asset Management provides a good example of this investment beginning to translate into growth. During the period we relaunched the TM Oberon UK Smaller Companies Fund under Richard Penny’s management. The fund has subsequently delivered strong relative investment performance and has grown materially, from approximately £7m of assets when it joined Oberon to more than £35m post period end. We are encouraged by both the investment performance and the asset flows achieved to date and believe there remains considerable scope for further growth as the fund develops its track record and distribution broadens.
The same principle applies more widely across the Group. Much of the investment in people, systems, governance and infrastructure has been made ahead of the revenue it is intended to support. As the assets and client relationships associated with those investments mature, our objective is to convert a greater proportion of incremental revenue into earnings.
Our operating loss as a proportion of revenue improved year-on-year in FY26, despite this continued investment. Exceptional items reduced from £1.461m in FY25 to £1.439m in FY26, and we expect these to reduce further as one-off infrastructure, team onboarding and relocation costs fall away. The focus for FY27 is therefore not simply further revenue growth, but converting the scale we have created into sustainable profitability.
During FY26 we raised approximately £5.3m through a combination of equity and convertible loan notes. Since the year end, we have raised a further £1.4m from existing and new investors, providing additional capital to support the Group as we execute the next stage of our strategy.
As previously announced, subsequent to the year end, the Group received a regulatory communication from the FCA and agreed a voluntary requirement (VREQ) in respect of Wealth Management business of Oberon Investments Limited. We are engaging with the regulator constructively and collaboratively, and take our regulatory obligations with the utmost seriousness. We view this process as an opportunity to further strengthen our compliance framework and operational practices — areas in which we have already invested significantly during FY26 — and we remain confident in the underlying quality of our business and our client service.
Strategic priorities and outlook
We enter FY27 with strong momentum and a clear focus. Post year-end, FUMA inflows have continued and the corporate pipeline is active. Our priority for the year ahead is straightforward: to concentrate on our core business, execute well across every division, and deliver the profitability that our revenue growth increasingly supports. Our three strategic priorities reflect that:
• Talent: Continuous focus on retaining high-calibre investment managers, planners, and brokers who bring established client relationships and complement our existing team.
• Product: Scaling our asset management division and broadening our fund range to capture the structural shift toward equity investment and expand our distribution into new channels.
• Profitability: Maintaining tight cost discipline, reducing exceptional items further, and converting our improving revenue base into sustainable operating profitability.
We enter FY27 with a stronger business, a broader and increasingly recurring revenue base, and a number of investments made during FY26 that are only now beginning to contribute fully. Oberon is an operationally geared business: much of the infrastructure and cost base required to support our next stage of growth is already in place, so as revenues continue to increase we expect a growing proportion of that incremental income to translate into earnings.
Profitability is therefore a key focus for FY27. We expect Group revenues to grow to more than £14m in the current financial year and, with continued cost discipline, believe this should drive a meaningful improvement in operating performance. Our focus is on executing well across the Group, deepening client relationships, growing assets and revenues, and demonstrating the earnings potential of the platform we have built.
We remain ambitious for Oberon, but the priority for the year ahead is clear: to convert growth into sustainable profitability.
I would like to thank our colleagues for their commitment and professionalism, and our clients and shareholders for their continued trust and support. I look forward to reporting further progress during the year ahead.
Simon McGivern
Chief Executive Officer
18 August 2026
STRATEGIC REPORT
The directors present their strategic report for Oberon Investments Group plc (“the Company”) and its subsidiaries (together “the Group”) for the year ended 31 March 2026.
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.
Fair review of the business
Oberon Investments Group plc is a London-based boutique financial services group, listed on the Aquis Stock Exchange Growth Market (ticker: OBE). The Group provides investment management, financial planning, asset management, corporate broking and advisory services, principally to high-net-worth individuals, family offices, and small and mid-cap quoted companies.
The Group generates revenue through the following main areas:
• Investment Management: discretionary and advisory portfolio management services for private clients, generating recurring management fees linked to assets under administration (AUA). This is now the Group’s largest revenue contributor.
• Financial Planning: bespoke financial planning and wealth advisory services for private clients and family offices, generating recurring fee and advisory income.
• Asset Management: actively managed funds targeting the UK small and mid-cap sector and global equities, generating management fees and, in time, performance fees. The division launched its first OEIC funds during the period.
• Corporate Broking and Advisory: corporate finance, equity fundraising, retained broking and advisory services for quoted and unquoted small and mid-cap companies, generating a mix of recurring retainer income and transactional fees.
• Private Ventures: full life-cycle fundraising and advisory services for growth-stage and unquoted businesses, drawing on the team’s experience in founding and exiting private companies.
The Group’s business model is built around recurring, relationship-driven revenue streams. A deliberate strategic priority has been to increase the proportion of income derived from management fees and retained mandates — which are more predictable and less dependent on market conditions — and to reduce reliance on transactional income. This shift in the quality of earnings was a feature of FY26 and remains a key operational objective.
Strategy
The Group’s strategy is to build a diversified, full-service boutique financial services group, differentiated by the quality of its people and the personalisation of its client service. The Group targets the segment of the market — high-net-worth private clients, family offices, and growth-stage corporate clients — where bespoke, relationship-driven advice commands a premium and where larger institutions are structurally less able to compete.
The Group’s strategy rests on three pillars:
• Talent: Recruiting and retaining high-calibre investment managers, financial planners, fund managers and corporate advisers who bring established client relationships and contribute to the Group’s growing AUA base.
• Product: Broadening the Group’s product and service range — including the development of the Asset Management division and its OEIC fund range — to diversify income streams, expand distribution, and serve a wider range of client needs.
• Profitability: Converting the Group’s growing revenue base into sustainable operating profitability by improving operational leverage, reducing exceptional costs, and maintaining disciplined cost management as revenues scale.
The Group is focused on responsible organic growth. The strategic focus for FY27 is on executing against the existing platform, deepening client relationships across all divisions, and achieving profitability.
Business review
The year ended 31 March 2026 was one of meaningful progress. Group revenue increased by 24.7% to £11.7m (FY25: £9.4m), representing growth of 134% since FY23. Client assets under administration and management increased to approximately £1.4bn, up approximately 28% year-on-year. The proportion of recurring revenues increased, reflecting the growing weight of investment management fees and retained corporate mandates within the overall revenue mix.
The Group recorded an operating loss of £4.7m (FY25: £4.0m). Exceptional costs reduced to £1.4m (FY25: £1.5m). The operating loss margin improved year-on-year, reflecting increasing operational leverage as the Group’s revenue base grows across a largely established infrastructure. The major investments in systems and governance — including the implementation of Sage Intacct and enhanced reporting and automation — are substantially complete.
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.
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 to reduce our investment in 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.
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 as necessary.
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 on 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 all its activities. As the Group grows and its technology footprint expands, this risk increases in scope and complexity. |
The Group maintains both in-house and external IT support, providing 24/7 cover. System performance and availability is monitored continuously, and periodic exercises — including penetration testing — are conducted to scrutinise the IT control environment. IT infrastructure is duplicated across two sites to ensure resilience in the event of a site failure. All employees receive regular training on IT security and data policies throughout the year. |
Mitigation | |
The Group's subsidiary, Oberon Investments Limited, is authorised and supervised by the FCA, and is also subject to oversight from HMRC, the Pensions Regulator and the Aquis Stock Exchange. The withdrawal of, or 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. The regulatory environment for financial services continues to evolve, with increasing expectations around consumer duty, operational resilience and reporting standards.
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The Group employs an experienced Compliance team responsible for monitoring activities, managing regulatory obligations and ensuring adherence to all FCA requirements. The ExCo (CEO, CFO and COO) also monitor and manage relevant processes as necessary. The Group additionally engages external compliance specialists to support the function on an ongoing basis. Smythe House Limited is classified as an Article 3 MiFID Firm, which significantly reduces its regulatory footprint and capital and liquidity requirements.
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Mitigation | |
The Group is required to comply with the FCA's regulatory capital requirements to ensure it can perform its activities without causing harm to clients' assets or to the proper functioning of the market and its counterparties. |
The regulatory capital position of the regulated entities and the Group as a whole is regularly monitored, with quarterly returns submitted to the FCA. The implementation of the Group's strategy is closely managed with reference to regulatory capital thresholds to ensure there is no likelihood of a breach.
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Risk: Liquidity |
Mitigation |
The Group's regulated subsidiaries must maintain adequate levels of liquidity at all times to fulfil outstanding obligations with market counterparties, including in the event that one or more clients default on a trade.
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The liquidity position of the regulated entities is monitored and daily to ensure sufficient liquidity for all client trades to settle when due, even in a client default scenario. Client portfolios are carefully monitored prior to order execution to reduce default risk. The majority of clients are permitted to trade on a T+2 basis only, with any exception requiring approval from a senior manager.
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Mitigation | |
The Remuneration Committee ensures that key personnel are appropriately incentivised and that a positive working culture is maintained. The Group operates a share option scheme to align staff interests with shareholders and enable employees to benefit from the Group's growth. The Group's continued investment in talent — including senior hires across investment management, asset management and financial planning — reflects its commitment to building a team capable of delivering long-term value.
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Risk: Competition |
Mitigation |
The Group operates in a highly competitive segment of the financial services sector and may be adversely affected by the performance of competitors with access to greater capital or scale, which could negatively impact the Group's performance and ability to attract clients and talent. |
The Group has demonstrated a consistent ability to raise capital, underpinning its capacity to execute its strategy independently of competitive pressures, and retains the ability, as a quoted business, to do so again in the future if required. Beyond capital, the Group's primary competitive defence is the quality and depth of its client service. Oberon's boutique model — offering personalised, integrated advice across investment management, financial planning, asset management and corporate broking — is designed to deliver outcomes that larger, more commoditised competitors cannot replicate. The continued ability to attract senior investment professionals of the calibre joining Oberon reinforces this positioning.
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Risk: Market and Valuation |
Mitigation |
A material portion of the Group's revenues — including investment management fees, custody fees and certain performance-related income — is linked to the value of assets under management and administration. Prolonged periods of market weakness, as experienced in UK smaller company equities during FY26, can reduce fee income and adversely affect financial planning and corporate broking activity simultaneously. |
The Group manages this risk through diversification of revenue streams across divisions and income types, including recurring retainer and advisory fees in corporate broking that are less directly correlated with market levels. Investment in new fund products and strategies further diversifies the Group's FUMA exposure. The ExCo monitors FUMA and revenue trends closely and adjusts operational planning accordingly. |
Risk: Technology Disruption & Artificial Intelligence |
Mitigation |
Rapid advances in artificial intelligence and financial technology are reshaping how investment management, financial planning and corporate advisory services are delivered and priced. Firms that fail to adapt risk losing competitive relevance, while those that adopt new technologies without adequate governance may expose themselves to operational, regulatory or reputational risk. |
The Group actively monitors developments in financial technology and AI to identify both opportunities and risks relevant to its business. Where appropriate, the Group seeks to adopt technology that enhances service quality, operational efficiency or client experience. The Group's compliance and governance frameworks are applied to any new technology deployment to ensure regulatory obligations are met. The Board believes that the personal, relationship-driven nature of Oberon's service model represents a structural complement to — rather than a casualty of — technology-driven change in the industry. |
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 2026, there were five male directors and two female directors of the Company and, in addition, the Group had a total of 16 senior managers, of which twelve were male and four were female and 68 other employees. Please see pages 13 to 14 for details of the biographies of the directors.
The Strategic Report was approved by the Board of Directors on 18 August 2026 and was signed on its behalf by:
Simon McGivern
Chief Executive Officer
18 August 2026
DIRECTORS’ REPORT
The directors present their report and the financial statements for the year to 31 March 2026. The comparative period included in these financial statements is the year to 31 March 2025.
Results and dividends
The results for the year are set out on page 4 and 28.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
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 FUMA 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.
Post balance sheet events
On 14th April 2026, Oberon Investments Group plc, announced that it had agreed with the Financial Conduct Authority (“FCA”) to enter into a voluntary requirement (‘VREQ’) in respect of its Wealth Management division. As part of the VREQ, the onboarding of new wealth management clients and Investment Managers will require permission from the FCA while a regulatory review of the Wealth Management's existing systems and controls is completed. The VREQ does not affect existing clients and does not apply to, or impact, the Group's other divisions (including Oberon Capital, Private Ventures, Asset Management and Smythe House), all of which continue to operate normally. The Company has insurance cover in place in respect of any associated costs.
On 18 August 2026, Oberon Investments Group plc, allotted 68,761,899 new ordinary shares of 0.5p each, via a placing at a price of 2.1p per share to raise £1.4m. None of the allotted shares are reflected in the substantial shareholdings shown in the table below.
Substantial shareholders
On 7 August 2026 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 House Asset Management Limited1 |
73,464,983 |
9.18% |
Unicorn AIM VCT plc |
68,071,239 |
8.51% |
Canaccord Genuity Wealth Limited |
67,398,617 |
8.43% |
Octopus Investments2 |
66,485,085 |
8.31% |
David Evans |
46,179,666 |
5.77% |
Simon McGivern |
40,737,176 |
5.09% |
Harry Hyman |
38,737,401 |
4.84% |
Basil Sellers |
30,074,258 |
3.76% |
A Headley |
27,467,245 |
3.43% |
1 Gresham House Asset Management Limited 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, together with their current roles, were as follows:
Simon McGivern |
Executive (Chief Executive Officer) |
Marcia Manarin |
Executive (Chief Financial Officer) |
Adam Herringer Barry Smead |
Executive (Chief Strategy and Transformation Officer) Executive (Chief Operating Officer) (appointed 3 August 2026) |
Michael Cuthbert |
Non-Executive (Chairman) |
Alex Hambro |
Non-Executive |
Gemma Godfrey |
Non-Executive |
Mark Ibbotson Jonathan Eddis |
Non-Executive (resigned 31 July 2026) Non-Executive (appointed 3 August 2026)
|
Director’s indemnities
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors which were renewed during the year and remain in force as at the date of this report.
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 Limited). 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.
Marcia Manarin – Chief Financial Officer
Marcia is a Chartered Accountant (FCMA, Chartered MCSI, FICA, FCIPD) with over 20 years of senior leadership experience in finance, risk, and regulatory compliance within financial services. She was appointed Finance Director of Oberon Investments Group in October 2024 and promoted to Group Chief Financial Officer in April 2025. Marcia holds SMF3, CASS oversight, and DPO responsibilities, with oversight of finance, risk management, and regulatory reporting across a portfolio of entities, four of which are FCA-regulated. Prior to joining Oberon, she served as Finance Director & COO at VSA Capital Group, where she held multiple SMF roles. Marcia led the group’s AQSE IPO, implemented post-acquisition integration strategies, and delivered operational efficiencies. Earlier roles at Stifel/GMP FirstEnergy and Macquarie/Tristone Capital included leading cross-border finance and governance functions, implementing systems migrations, and driving significant cost and process improvements.
Adam Herringer – Chief Strategy and Transformation Officer
Adam Herringer joined Oberon Investments in November 2021 as Chief Operating Officer of Oberon Capital and Head of Change Management, before being appointed Group Chief Operating Officer in October 2024 and more recently Chief Strategy and Transformation Officer. He brings over 20 years of experience spanning management consulting, investment banking, and operational leadership, with a strong focus on regulatory oversight, platform integration, and strategic transformation. Since joining Oberon, Adam has played a central role in driving the firm’s growth, leading group-wide initiatives including the integration of acquisitions, the advancement of the operational and custody platform, and the build-out of scalable infrastructure to support Oberon’s expansion. He also oversees key business functions across Compliance, HR, IT, and Operations. Prior to Oberon, Adam held roles at RBC Capital Markets, Morgan Stanley Private Wealth, and EY, where he advised financial institutions on operating model design, regulatory change, and efficiency improvement.
Barry Smead – Chief Operating Officer
Barry Smead joined Oberon Investments in July 2025 as Head of Investment Management, before being appointed Group Chief Operating Officer and Board Member in August 2026. Before joining Oberon, Barry served as Chief Operating Officer of Investment Management at JM Finn, where he oversaw activities across the division, implemented strategic growth initiatives, and led teams responsible for operational governance, analytics, and business development support. He was a permanent member of the firm’s Management Committee and played a key role in delivering operational efficiency and profitability improvements across the investment management business.
Barry brings over three decades of experience in global financial services, with a career spanning senior leadership roles in private client investment management, institutional and wholesale asset management, and business development across the UK, Europe, North America, and Asia. Barry jointly leads Oberon’s Investment Management division alongside Phil Smeaton, Chief Investment Officer, reflecting Oberon’s broader strategy of strengthening its leadership team and delivering its strategic growth objectives. Prior to JM Finn, Barry held senior roles at Hermes Fund Managers and Invesco Perpetual, where he worked in global leadership positions within technology.
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, Telecom Plus and Lloyds Wealth ACD. 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.
Jonathan Eddis - Non-Executive Director
Jonathan Eddis brings significant board, financial services and strategic advisory experience. He is currently an Adviser to Rothschild & Co. and a Non-Executive Director of Covéa Insurance UK, where he chairs the Remuneration Committee and Investment Committee and sits on the Audit and Risk Committee. Prior to this, Jonathan spent 37 years at Rothschild & Co., most recently as Managing Director and Co-Head of UK Financial Institutions, advising clients on a broad range of strategic and corporate finance transactions. He also holds a number of charitable board appointments and previously served as a Director of Weatherbys Bank Limited. Jonathan is a qualified chartered accountant, having trained with KPMG and qualified as an ACA in 1985.
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 will be chaired by Jonathan Eddis and on the Remuneration Committee, which is chaired by Alex Hambro.
During the year under review the Board held 4 full board meetings, at which all members of the Board participated.
Audit Committee report
The Audit Committee (the “Committee”) comprises two Non-Executive Directors: Jonathan Eddis (who will be the Chair) and Alex Hambro (who is the interim Chair). The Board considers both members to be independent Non-Executive Directors for the purposes of the QCA Corporate Governance Code, and is satisfied that the Committee has appropriate financial expertise.
The Committee’s responsibilities include oversight of the Group’s financial reporting, the integrity of the annual report and accounts, the relationship with the external auditor (including assessment of independence and approval of non-audit services), and oversight of the risk and internal control framework. The Committee reports its findings and recommendations to the full Board. Given the scale of the Group, the Audit Committee operates in conjunction with the Group Audit and Risk Committee (GARC), which also carries Board-level NED membership and oversees the risk framework on an ongoing basis.
The Group’s external auditor is PKF Littlejohn LLP (“PKF”). In addition to the statutory audit of the Group and company financial statements, PKF provides two non-audit services to the Group during the year:
• CASS audit: an annual audit of Oberon Investments Limited’s compliance with the FCA’s Client Assets Sourcebook (CASS), as required by FCA rules for firms that hold client money and/or custody assets.
• Employment Related Securities (ERS) returns: assistance with the Group’s annual HMRC Employment Related Securities returns in connection with the Group’s share option scheme. This is a statutory filing obligation under Schedule 2 of the Finance Act 2014 and does not involve PKF in any management or advisory role.
The Committee is aware that the provision of non-audit services by the external auditor carries a potential risk to auditor objectivity and independence, and takes this responsibility seriously. In respect of the services described above, the Committee notes the following:
• Both the CASS audit and the ERS engagement were subject to review and clearance by PKF’s own Ethics and Independence function prior to acceptance. PKF confirmed in writing that, having applied the relevant ethical standards and safeguards, neither engagement gives rise to a threat to independence or objectivity that cannot be appropriately managed.
• The CASS audit is a regulatory requirement and can only be performed by the firm’s statutory auditor or another registered auditor. Appointing PKF to perform this work is therefore both operationally efficient and consistent with regulatory expectations. It does not involve PKF making management decisions or preparing information that forms the primary basis of audit judgements.
• The ERS return service is a statutory compliance filing and is mechanical in nature. It does not involve PKF in the preparation of the Group’s financial statements, in any management function, or in the exercise of judgement over matters that are subject to audit. The Committee is satisfied that this service does not impair PKF’s ability to exercise independent judgement in the statutory audit.
• The fees payable for non-audit services are separately disclosed in the financial statements.
Having considered the above, the Committee is satisfied that PKF’s objectivity and independence as external auditor are not compromised by the provision of these non-audit services, and that appropriate safeguards are in place.
PKF Littlejohn LLP were approved by the Board in January 2026 and formally appointed as external auditor under an engagement letter signed on 24 February 2026. FY26 (the year ended 31 March 2026) is accordingly PKF’s first year as the Group’s statutory auditor. No formal tender process preceded the current appointment, as the Board conducted a selection process at the time of appointment.
The Committee’s policy on auditor rotation is as follows:
• The audit engagement partner is subject to mandatory rotation every five years in accordance with the Ethical Standard issued by the Financial Reporting Council (FRC). Separately, in relation to audit firm tenure, the Committee intends to conduct a formal re-tendering process within ten years of the current appointment, consistent with best practice guidance for companies of the Group’s scale. The current engagement partner’s rotation date will be tracked from the date of appointment.
• Given that PKF have only recently been appointed, no re-tendering is planned in the near term.
• The Committee will provide advance notice in the Annual Report of any decision to conduct a tender process in the following year.
The Committee is satisfied that PKF’s recent appointment, combined with the relatively straightforward nature of the Group’s operations, means that auditor tenure does not currently present a risk to audit quality or independence. The Committee will keep this assessment under annual review.
The Committee, working in conjunction with GARC, has taken a number of specific steps during FY26 to satisfy itself that the Group’s risk and control framework is operating properly. These are set out below.
The Group operates a three-tier governance structure for risk oversight. The Executive Risk and Compliance Committee (ERCC) meets regularly at management level to monitor day-to-day risk, compliance, and operational matters and to identify issues requiring escalation. The Group Audit and Risk Committee (GARC), which includes Non-Executive Director representation, receives escalated matters from the ERCC and reviews the Group’s risk profile, KRI reporting, and control framework on a periodic basis. The Board receives GARC’s findings and retains overall responsibility for risk appetite and the adequacy of the control environment.
During FY26, the Committee oversaw the development and adoption of a comprehensive Key Risk Indicator (KRI) framework, comprising 47 KRIs across 10 risk categories drawn directly from the Group’s Risk Register, Risk Appetite Statement, and ICARA. Each KRI specifies the measurement source, reporting frequency, RAG thresholds, reporting destination, and named owner. Amber thresholds trigger management review; red thresholds represent breaches of risk appetite requiring immediate escalation to ERCC and, where appropriate, to GARC and the Board. The KRI framework was presented to GARC for approval and is now reported at each GARC meeting.
The Group’s Risk Register and Risk Appetite Statement were reviewed and updated during the year. The Committee reviewed a risk recalibration exercise conducted by the ERCC in May 2026 and satisfied itself that the recalibrations were appropriate and that management had put in place adequate monitoring and mitigation actions. The risk register is subject to formal review at each GARC meeting and the Committee will continue to monitor developments across the Group’s principal risk categories throughout FY27.
The Committee reviewed the Group’s Internal Capital Adequacy and Risk Assessment (ICARA) process, which was Board-approved in December 2025 with a reference date of 30 September 2025. The ICARA incorporates stress testing, reverse stress testing, wind-down planning, and early warning indicator (EWI) thresholds that trigger out-of-cycle review. The Committee confirmed that the ICARA process is being maintained as a living document and that material change triggers have been assessed for their impact on the Group’s capital and liquidity position.
The Committee receives regular reporting on the Group’s regulatory capital and liquidity position. The regulatory capital position of Oberon Investments Limited is monitored monthly by the CFO, with quarterly FCA returns approved by senior management. The liquidity position is monitored daily. At the year end, the Group’s regulatory capital position remained in surplus, and the Committee is satisfied that the Group meets its capital and liquidity requirements with appropriate headroom. Should it become necessary, management has identified a range of mitigating actions, which could include cost reduction initiatives, potential further equity fund raises, the securing of external financing, and potential group reorganisation measures, to ensure that the Group maintains sufficient cash headroom above its regulatory liquidity requirements.
The Committee reviewed the Group’s internal controls over financial reporting, including the implementation of Sage Intacct during the year, which has enhanced the Group’s reporting automation, month-end close processes, and audit trail. The Committee discussed the financial statements with management and with PKF, and is satisfied that the accounts present a true and fair view.
Remuneration Report
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 2026 and the year ended 31 March 2025.
Salary/ |
Bonus |
Pension |
Benefits |
Share based |
Year to |
Year to | |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Executive directors |
|
|
|
|
|
|
|
S McGivern, CEO |
315,000 |
175,000 |
2,201 |
6,043 |
- |
498,244 |
321,690 |
M Manarin, CFO (note 1) |
155,000 |
7,500 |
1,321 |
3,927 |
479 |
168,227 |
72,116 |
A Herringer, COO (note 2) |
162,000 |
10,000 |
2,201 |
2,618 |
2,543 |
179,362 |
87,713 |
G Ganchev, FD (note 3) |
- |
- |
- |
- |
- |
- |
71,217 |
|
|
|
|
|
|
|
|
Non-Executive |
|
|
|
|
|
|
|
Alex Hambro |
35,000 |
- |
- |
- |
- |
35,000 |
33,000 |
Gemma Godfrey |
35,000 |
- |
- |
- |
- |
35,000 |
33,000 |
Mark Ibbotson (note 4) |
35,000 |
- |
- |
- |
- |
35,000 |
33,000 |
Michael Cuthbert |
42,000 |
- |
- |
- |
- |
42,000 |
40,000 |
Robert Hanson (note 5) |
- |
- |
- |
- |
- |
- |
5,119 |
Nicola Mitford-Slade (note 6) |
- |
- |
- |
- |
- |
- |
33,000 |
Notes
- M Manarin was appointed on 01/11/2024
- A Herringer was appointed on 17/10/2024
- G Ganchev resigned on 11/10/2024
- M Ibbotson resigned on 31/7/2026
- Robert Hanson resigned on 31/05/2024
- N Mitford-Slade resigned on 14/03/2025
The emoluments of the directors of Oberon Investments Group plc shown above include their emoluments to 31 March 2026 whilst they were directors of the current subsidiary companies of OIG plc. The comparative figures for the year to 31 March 2025 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 2026 |
31 March 2025 |
|
Ord shares |
Ord shares |
|
|
|
Simon McGivern |
40,678,770 |
40,508,622 |
Alex Hambro |
2,500,000 |
2,198,412 |
Michael Cuthbert |
707,049 |
707,049 |
Gemma Godfrey |
200,000 |
200,000 |
Marcia Manarin |
168,840 |
- |
Adam Herringer |
168,840 |
- |
|
|
|
Note: On 6 May 2026, following a purchase of shares in the market, Alex Hambro’s interest in ordinary shares increased to 3,357,143 and Michael Cuthbert’s increased to 1,005,545 ordinary shares. In addition, following further monthly investments via the Company’s SIP process, Simon McGivern is interested in 40,722,542 ordinary shares, Marcia Manarin is interested in 212,610 ordinary shares and Adam Herringer is interested in 212,610 ordinary shares (all as at the date of approval of these financial statements).
Interests in share options
|
31 March 2026 |
|
31 March 2025 | ||||
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 |
3.3m |
|
25,711,125 |
0.94 |
3.3m |
Marcia Manarin |
333,333 |
4.50 |
- |
|
- |
- |
- |
Adam Herringer |
1,667,098 |
4.20 |
- |
|
1,222,654 |
4.1 |
- |
Alex Hambro |
- |
- |
- |
|
- |
- |
- |
Gemma Godfrey |
- |
- |
- |
|
- |
- |
- |
Mark Ibbotson |
- |
- |
- |
|
- |
- |
- |
Michael Cuthbert |
- |
- |
- |
|
- |
- |
- |
- 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.
- The exercise price (XP) of EMI options granted for FY’21 was 4.0p per share.
- The exercise price (XP) of EMI options granted for FY’22 was 5.9p per share.
- The exercise price (XP) of EMI options granted for FY’23 was 3.65p per share.
- The exercise price (XP) of EMI options granted for FY’24 was 3.6p per share.
- The exercise price (XP) of EMI options granted for FY’25 was 4.5p per share.
- Other options are ‘unapproved’ options, granted for FY’21, with an exercise price (XP) of 4.0p per share.
Please see Note 23 below for more information on share options.
Going Concern
Despite market conditions remaining volatile over the last year, the Group continued with its strategy to continue to invest in high quality teams, as well as the infrastructure of the business. This resulted in an increase in its operating loss for the year ended 31 March 2026 to £4.7m (2025: loss of £4.0m).
Whilst the Directors acknowledge that the Group has experienced a year of challenging market conditions, resulting in a loss of £5.9m for the year ended 31 March 2026, the cash flow forecasts prepared by management indicate a reduced rate of cash burn. Should it become necessary, management has identified a range of mitigating actions, which could include cost reduction initiatives, potential further equity fund raises, the securing of external financing, and potential group reorganisation measures, to ensure that the Group maintains sufficient cash headroom above its regulatory liquidity requirements.
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.
Directors’ responsibilities statement
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and the Company 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 Group and the Company and of the profit or loss of the Group 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
PKF Littlejohn LLP, the auditor to the Group and the Company, has indicated willingness to continue in office in accordance with section 485 of the Companies Act 2006, and 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
Date: 18 August 2026
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 (https://oberoninvestments.com).
Board Effectiveness Review
The Board is committed to continuous improvement in its own effectiveness and governance. Consistent with the requirements of the QCA Corporate Governance Code, the Board undertook a formal effectiveness review during the year. This section provides a high-level summary of the process followed, the principal findings, and the actions the Board intends to take in response.
The review was conducted by way of a structured questionnaire distributed to all Board members following the Board meeting held on 11 December 2025. The questionnaire comprised sixteen questions across four sections covering Governance, Board Meetings, Board Composition and Dynamics, and Development Areas. Fourteen questions used a five-point Likert scale, with respondents required to provide qualitative commentary alongside their rating; the remaining two questions were open-ended.
Responses were collected anonymously during February and March 2026 using an online platform to ensure confidentiality and support open and candid feedback. All Board members were invited to participate and responses were submitted individually. Quantitative responses were aggregated to identify overall scoring trends; qualitative responses were subject to thematic analysis to identify recurring themes, areas of consistency, and areas of divergence.
The results were collated centrally, reviewed by the Chair, and reported to the Board as a standing agenda item. The review focused on the collective effectiveness of the Board as a whole rather than the performance of individual directors.
The Board regards the effectiveness review as a valuable governance tool and is committed to conducting it on an annual basis. The findings this year confirm that the Board is operating from a sound foundation, with development priorities that are evolutionary rather than remedial. Progress against the actions identified will be monitored and reported in next year’s Annual Report.
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 four Executive Directors and four 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 13 to 14.
Board Committees
During FY’26 the Group’s committees consisted of a remuneration committee (the Remuneration Committee), and an audit and risk committee (the Audit and Risk Committee).
The Remuneration Committee comprises Alex Hambro as Chairman and Jonathan Eddis 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 and Risk Committee comprises Jonathan Eddis as Chairman 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.
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 2026 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
Date: 18 August 2026
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 2026 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated Statement of Analysis of Net Funds, the Consolidated Statement of Cash Flows, the Consolidated and Parent Company Statements of Changes in Equity, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 2026 and of the group’s loss for the year then ended;
- the parent company and the group financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- the financial statements 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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard 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 evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
- Confirming our understanding of management’s going concern assessment process and performing a risk assessment to identify any events or conditions that could cast significant doubt on the group’s and parent company’s ability to continue as a going concern;
- Obtaining management’s going concern assessment supported by the profit or loss and the cashflow forecast, the Group’s regulatory capital forecast that includes a ‘base case’ scenario and ‘plausible downside’ scenario, for a period exceeding twelve months from the date in which the financial statements were approved by the directors;
- Reviewing, assessing and challenging the key assumptions and inputs used in the above forecasts for appropriateness; and
- Performing independent stress testing on future projected cashflows to test that the group has adequate liquidity and regulatory capital headroom to adopt the going concern basis of accounting as a going concern; and
- Reviewing going concern disclosures included in the Directors’ Report and the notes to the financial statements in order to evaluate whether the disclosures were appropriate and in conformity with the reporting standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or 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.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We determined materiality for the financial statements as a whole to be £174,000 (2025: £280,000) for the consolidated financial statements using 1.5% (2025: 3%) of group revenue. We considered group revenue to be the most stable benchmark and a key determinant of the group’s performance used by shareholders.
Materiality for the parent company financial statements was set at £173,000 (2025: £280,000). This was determined with reference to 2.5% of net assets (2025: 3%) at planning but limited to the materiality for the Group financial statements referred to above. We considered net assets to be the most appropriate benchmark at the parent company level as it is the value of the assets that drives the group’s performance. Each component of the group was audited to component performance materiality ranging between £13,000 and £121,000.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures. Performance materiality for the group was set at 75% (2025: 75%) of overall materiality at £122,000 (2025: £210,000). Performance materiality for the parent company was set at 75% of overall materiality at £121,000 (2025: £210,000) at planning.
We agreed with the Audit Committee that we would report to the committee all audit differences in excess of 5% (2025: 5%) of overall materiality at £8,700 (2025: £14,000) as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
Our approach to the audit
Our audit approach was developed by obtaining understanding of the group’s activities and the key subjective judgements made by the directors. In particular, we looked at areas involving significant accounting estimates and considered future events that are inherently uncertain. These areas of significant accounting estimates and judgement included the impairment of investment in subsidiaries.
Based on this understanding we assessed those aspects of the group’s transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit matters and planned our audit approach accordingly.
All the subsidiaries of the group (components) are based in the UK, and we have responsibility for the audit of all components, except for one component which we engaged with a component auditor, included in the consolidated financial statements. The group consists of five components. Two of the components were subject to full scope audits. The remaining components were subjected to specific audit procedures performed on material balances. We issued group instruction to the component auditor for one of the components within the group. The scope included specific audit procedures on material balances.
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 period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including 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 |
How our scope addressed this matter |
Carrying value of investment in subsidiaries in the parent company’s financial statements
The parent company’s Statement of Financial Position as at 31 March 2026 includes a total investment of £20.37m (2025: £14.39m) in 100% of the ordinary share capital of its wholly owned subsidiaries Oberon Securities Limited, Oberon Investments Limited, Smythe House Limited and Oberon Investment Management Limited as set out in note 13 to the financial statements.
There is a risk that investment in subsidiaries might be overstated within the parent company’s financial statements, following the loss in year.
|
Our audit work performed on this area included, but was not limited to, the following:
Our work performed on the carrying value of investments in subsidiaries in the parent company’s financial statements highlighted no material errors. |
Other information
The other information comprises the information included in the Chairman’s Statement, Chief Executive Officer’s Statement, Group Strategic Report, Directors’ Report and Corporate Governance Report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors’ remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company 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 group and parent company 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:
- We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and experience of the financial services sector.
- We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from the Companies Act 2006, the rules of the Financial Conduct Authority (“FCA”), AQSE listing rules, the relevant tax legislation and the financial reporting framework. Several components within the group are authorised and regulated by the FCA and we considered the extent to which non-compliance with the FCA regulations might have a material effect on the group’s financial statements.
- We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:
- Making enquiries of management and those responsible for legal and compliance matters of any known, or suspected instances of non-compliance by the group and parent company
- Discussions with management of any suspected incidences of fraud
- Review of board minutes and FCA correspondences
- We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, the rebuttable presumption of risk of fraud arising from revenue recognition. Our work in this area included, but were not limited to:
- Obtained an understanding of the information system and related controls relevant to each material income stream
- Substantive transactional testing of income recognised in the financial statements, including any accrued income balances recognised at the year-end.
- As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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.
Benny Wong (Senior Statutory Auditor) |
30 Churchill Place |
For and on behalf of PKF Littlejohn LLP |
London |
Statutory Auditor 18 August 2026 |
E14 5RE |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2026 |
|
|
|
Year to 31 March 2026 |
Year to 31 March 2025 |
|
Notes |
£’000 |
£’000 |
|
|
|
|
Turnover |
3 |
11,679 |
9,364 |
|
|
|
|
Administrative expenses |
4 |
(16,418) |
(13,249) |
|
|
|
|
Gain/(loss) on value of current asset investments |
15 |
77 |
(115) |
|
|
|
|
|
|
------------------------- |
------------------------ |
Operating loss |
4 |
(4,662) |
(4,000) |
|
|
|
|
Interest income & similar income |
7 |
35 |
41 |
|
|
|
|
Interest payable |
8 |
(262) |
(9) |
|
|
|
|
(Loss)/gain on disposal of stake in associate |
14 |
(883) |
101 |
|
|
|
|
Share of loss of associate |
14 |
(176) |
(268) |
|
|
------------------------- |
------------------------ |
Loss before tax
|
|
(5,948) |
(4,135) |
Tax on loss on ordinary activities |
9 |
(1) |
- |
Loss for the financial year |
|
------------------------- (5,949) |
------------------------ (4,135) |
|
|
============ |
============ |
Total comprehensive loss for the financial year |
|
(5,949) |
(4,135) |
|
|
============ |
============ |
|
|
|
|
|
|
|
|
Loss per share – basic and diluted (pence)
|
10 |
(0.77) |
(0.62) |
|
|
|
|
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 (2025: £nil).
The notes on pages 36 to 56 form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025 |
|
|
|
31 March 2026 |
31 March 2025 |
|
Notes |
£’000 |
£’000 |
FIXED ASSETS |
|
|
|
Intangible fixed assets |
11 |
1,534 |
1,331 |
Tangible fixed assets |
12 |
149 |
241 |
Investment in associates |
14 |
- |
1,097 |
|
|
------------------ |
------------------ |
|
|
1,683 |
2,669 |
CURRENT ASSETS |
|
|
|
Investments |
15 |
336 |
203 |
Debtors |
16 |
4,205 |
3,587 |
Cash at bank |
17 |
1,954 |
1,823 |
|
|
------------------- |
------------------- |
|
|
6,495 |
5,613 |
|
|
|
|
CREDITORS: amounts falling due within one year |
18 |
(2,501) |
(2,244) |
|
|
------------------------ |
------------------------ |
NET CURRENT ASSETS |
|
3,994 |
3,369 |
|
|
------------------------ |
------------------------ |
TOTAL ASSETS LESS CURRENT LIABILITIES |
|
5,677 |
6,038 |
|
|
------------------------ |
------------------------ |
CREDITORS: amounts falling due after one year
NET ASSETS |
19 |
(2,831) ------------------------ 2,846 |
(4) ------------------------ 6,034 |
|
|
============ |
============ |
|
|
|
|
REPRESENTED BY: |
|
|
|
|
|
|
|
CAPITAL AND RESERVES |
|
|
|
Share capital |
22 |
4,000 |
3,710 |
Share premium |
22 |
6,781 |
4,795 |
Share option reserve |
23 |
496 |
376 |
Merger relief reserve |
24 |
11,337 |
11,337 |
Convertible loan equity reserve |
24 |
365 |
- |
Reverse acquisition reserve |
24 |
(9,557) |
(9,557) |
Retained earnings |
24 |
(10,576) |
(4,627) |
|
|
------------------------ |
------------------------ |
TOTAL |
|
2,846 |
6,034 |
|
|
============ |
============ |
|
|
|
|
The notes on pages 36 to 56 form part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 18 August 2026 and were signed below on its behalf by:
Simon McGivern
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2026 |
|
|
|
31 March 2026 |
31 March 2025 |
|
Notes |
£’000 |
£’000 |
FIXED ASSETS |
|
|
|
Tangible fixed assets |
12 |
17 |
- |
Investment in subsidiaries |
13 |
20,366 |
14,397 |
|
|
------------------------- |
------------------------- |
|
|
20,383 |
14,397 |
CURRENT ASSETS |
|
|
|
Debtors |
16 |
141 |
14,364 |
Cash at bank |
17 |
1 |
- |
|
|
------------------------- |
------------------------- |
|
|
142 |
14,364 |
|
|
|
|
CREDITORS: amounts falling due within one year |
18 |
(1,408) |
(69) |
|
|
------------------------ |
------------------------ |
NET CURRENT ASSETS |
|
(1,266) |
14,295 |
|
|
------------------------- |
------------------------- |
TOTAL ASSETS LESS CURRENT LIABILITIES |
|
19,117 |
28,692 |
|
|
------------------------- |
------------------------- |
CREDITORS: amounts falling due after one year
NET ASSETS |
19 |
(2,831) ------------------------- 16,286 |
- ------------------------- 28,692 |
|
|
============ |
============ |
|
|
|
|
CAPITAL AND RESERVES |
|
|
|
Share capital |
22 |
4,000 |
3,710 |
Share premium |
22 |
6,781 |
4,795 |
Share option reserve |
23 |
496 |
376 |
Merger relief reserve |
24 |
11,337 |
11,337 |
Convertible loan equity reserve |
24 |
365 |
- |
Reorganisation reserve |
24 |
(14,397) |
- |
Retained earnings |
24 |
7,704 |
8,474 |
|
|
------------------------- |
------------------------- |
TOTAL |
|
16,286 |
28,692 |
|
|
============ |
============ |
|
|
|
|
The parent company, Oberon Investments Group plc, generated a loss of £769,880 in the year to 31 March 2026 (2025: loss of £267,747).
The notes on pages 36 to 56 form part of these financial statements. The financial statements were approved and authorised for issue by the Directors on 18 August 2026 and were signed below on its behalf by:
Simon McGivern
CONSOLIDATED STATEMENT OF CASH FLOWS AS AT 31 MARCH 2026 |
|
|
|
|
|
|
|
|
Note |
Year to 31 March 2026 £’000 |
Year to 31 March 2025 £’000 |
Cash flows from operating activities |
|
|
|
Cash used in operations |
26 |
(4,301) |
(4,150) |
|
|
|
|
Net cash outflow from operating activities |
|
(4,301) |
(4,150) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of tangible fixed assets |
12 |
(16) |
(110) |
Investment in associate |
14 |
- |
(808) |
Loans granted in year |
14 |
(190) |
- |
Purchase of intangible assets |
11 |
(528) |
- |
Acquisition of current asset investments |
15 |
(440) |
(181) |
Proceeds from disposal of current asset investments |
15 |
386 |
16 |
Dividends received |
|
4 |
7 |
Interest paid |
|
(36) |
(9) |
Interest received |
7 |
31 |
34 |
|
|
|
|
Net cash used in investing activities |
|
(789) |
(1,051) |
|
|
|
|
Net cash from financing activities |
|
|
|
Issue of equity |
22 |
2,276 |
5,000 |
Issue of convertible loan note (net of expenses) |
19 |
2,970 |
- |
Decrease in other borrowings |
|
(25) |
(14) |
|
|
|
|
Net cash generated from financing activities |
|
5,221 |
4,986 |
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
131 |
(215) |
Cash and cash equivalents at the beginning of year |
|
1,823 |
2,038 |
|
|
|
|
Cash and cash equivalents at end of year |
17 |
1,954 |
1,823 |
|
|
============ |
========== |
|
|
|
|
The notes on pages 36 to 56 form part of these financial statements
CONSOLIDATED STATEMENT OF ANALYSIS OF NET FUNDS AS AT 31 MARCH 2026 |
GROUP |
|
|
| ||
|
As at |
Change |
As at | ||
|
31 Mar’25 |
in year |
31 Mar’26 | ||
|
£’000 |
£’000 |
£’000 | ||
(25) |
25 |
- | |||
Convertible loan notes |
- |
(2,831) |
(2,831) | ||
Cash at bank and in hand |
1,823 |
131 |
1,954 | ||
|
-------------------- |
-------------------- |
-------------------- | ||
Net funds |
1,798 |
(2,675) |
(877) | ||
|
========== |
========== |
========== | ||
|
|
|
| ||
|
As at |
Change |
As at | ||
|
31 Mar’24 |
in year |
31 Mar’25 | ||
|
£’000 |
£’000 |
£’000 | ||
Loans |
(39) |
14 |
(25) | ||
Cash at bank and in hand |
2,038 |
(215) |
1,823 | ||
|
-------------------- |
-------------------- |
-------------------- | ||
Net funds |
1,999 |
(201) |
1,798 | ||
|
========== |
========== |
========== | ||
COMPANY |
|
|
| ||
|
As at |
Change |
As at | ||
|
31 Mar’25 |
in year |
31 Mar’26 | ||
|
£’000 |
£’000 |
£’000 | ||
Convertible loan notes |
- |
(2,831) |
(2,831) | ||
Cash at bank and in hand |
- |
1 |
1 | ||
|
-------------------- |
-------------------- |
-------------------- | ||
Net funds |
- |
(2,830) |
(2,830) | ||
|
========== |
========== |
========== | ||
|
|
|
| |
|
As at |
Change |
As at | |
|
31 Mar’24 |
in year |
31 Mar’25 | |
|
£’000 |
£’000 |
£’000 | |
Cash at bank and in hand |
- |
- |
- | |
|
-------------------- |
-------------------- |
-------------------- | |
Net funds |
- |
- |
- | |
|
========== |
========== |
========== | |
The notes on pages 36 to 56 form part of these financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31 MARCH 2026 AND 31 MARCH 2025 |
Share |
Share |
Merger relief |
Reverse acquisition |
Option |
Convertible loan equity |
Retained |
Total | |
|
capital |
premium |
reserve |
reserve |
reserve |
reserve |
losses |
equity |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
Balance as at 31 March 2024 |
3,075 |
10,430 |
11,337 |
(9,557) |
272 |
- |
(10,492) |
5,065 |
Issue of shares |
635 |
4,365 |
- |
- |
- |
- |
- |
5,000 |
Court approved Capital Reduction |
- |
(10,000) |
- |
- |
- |
- |
10,000 |
- |
Share based charges |
- |
- |
- |
- |
104 |
- |
- |
104 |
Loss in the year |
- |
- |
- |
- |
- |
- |
(4,135) |
(4,135) |
Balance as at 31 March 2025 |
3,710 |
4,795 |
11,337 |
(9,557) |
376 |
- |
(4,627) |
6,034 |
|
|
|
|
|
|
|
|
|
Issue of shares |
290 |
1,986 |
- |
- |
- |
- |
- |
2,276 | |
Convertible loan equity |
- |
- |
- |
- |
- |
365 |
- |
365 | |
Share based charges |
- |
- |
- |
- |
120 |
- |
- |
120 | |
Loss in the year |
- |
- |
- |
- |
- |
- |
(5,949) |
(5,949) | |
Balance as at 31 March 2026 |
4,000 |
6,781 |
11,337 |
(9,557) |
496 |
365 |
(10,576) |
2,846 | |
The notes on pages 36 to 56 form part of these financial statements
COMPANY STATEMENT OF CHANGES IN EQUITY
AS AT 31 MARCH 2026 AND 31 MARCH 2025
|
|
|
|
| ||||||||
|
|
|
|
| ||||||||
|
Share capital |
Share premium |
Merger reserve |
Option reserve |
Convertible loan equity reserve |
Reorgan- reserve |
Retained losses |
Total equity | ||||
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 | ||||
|
|
|
|
|
|
|
|
| ||||
Balance as at 31 March 2024 |
3,075 |
10,430 |
11,337 |
272 |
- |
- |
(1,259) |
23,856 | ||||
Issue of shares |
635 |
4,365 |
- |
- |
- |
- |
- |
5,000 | ||||
Court approved Capital Reduction |
- |
(10,000) |
- |
- |
- |
- |
10,000 |
- | ||||
Share based payments in year |
- |
- |
- |
104 |
- |
- |
- |
104 | ||||
Loss for the year |
- |
- |
- |
- |
- |
- |
(267) |
(267) | ||||
Balance as at 31 March 2025 |
3,710 |
4,795 |
11,337 |
376 |
- |
- |
8,474 |
28,692 | ||||
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
| ||||
Issue of shares |
290 |
1,986 |
- |
- |
- |
- |
- |
2,276 | ||||
Convertible loan equity |
- |
- |
- |
- |
365 |
- |
- |
365 | ||||
Share based payments in year |
- |
- |
- |
120 |
- |
- |
- |
120 | ||||
Reorganisation |
- |
- |
- |
- |
- |
(14,397) |
- |
(14,397) | ||||
Loss for the year |
- |
- |
- |
- |
- |
- |
(770) |
(770) | ||||
Balance as at 31 March 2026 |
4,000 |
6,781 |
11,337 |
496 |
365 |
(14,397) |
7,704 |
16,286 | ||||
The notes on pages 36 to 56 form part of these financial statementsNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 MARCH 2026
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 6 Duke Street St James’s, London, SW1Y 6BN. Its principal activity is the holding company of a financial services group which arranges deals in investments and financial planning.
-
ACCOUNTING POLICIES
- 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’), and the 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 £’000.
- Basis of consolidation
The consolidated financial statements comprise the financial statements of Oberon Investments Group plc and all its subsidiary undertakings drawn up to 31 March each year. Subsidiaries are consolidated from the date of acquisition, being the date when the Group obtains control and are consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities.
- Going concern
The Group has prepared the financial statements on a going concern basis.
Whilst the Directors acknowledge that the Group has experienced a year of challenging market conditions, resulting in a loss of £5.9m for the year ended 31 March 2026, the cash flow forecasts prepared by management indicate a reduced rate of cash burn. Should it become necessary, management has identified a range of mitigating actions, which could include cost reduction initiatives, potential further equity fundraises, the securing of external financing, and potential group reorganisation measures, to ensure that the Group maintains sufficient cash headroom above its regulatory liquidity requirements.
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.
- 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.
2.5 Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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.
2.7 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. Given that these assets (mainly client books) have a very long economic life, they are amortised over a period of ten years.
2.8 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. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised.
2.9 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.
2.10 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
2.11 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.
2.12 Current asset investments
Current asset investments, 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.
2.13 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.
2.14 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.
2.15 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.
2.16 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
2.17 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.
2.18 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.
2.19 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.
2.20 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.
2.21 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.
2.22 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. Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.
2.23 Convertible Loan Notes
Compound financial instruments issued by OIG plc, comprise convertible loan notes that can be converted into share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value. The liability component of a compound financial instrument is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.
Where the terms of a convertible loan note provide for payment-in-kind ("PIK") interest, such interest is not settled in cash when incurred but is capitalised and added to the outstanding principal balance of the loan note in accordance with the contractual terms. PIK interest forms part of the liability component of the compound financial instrument and is recognised as a finance cost in profit or loss using the effective interest method over the term of the instrument. Any accrued but unpaid PIK interest increases the amortised cost of the liability component and is included in the carrying amount of the loan note until settlement.
Where accrued PIK interest is contractually convertible into equity on the same terms as the principal amount of the convertible loan note, the carrying amount of such accrued interest is included within the liability component and is accounted for in the same manner as the principal balance until conversion.
2.24 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, which is justified given the long economic life of those assets.
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.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any impairment. The Parent Company’s Statement of Financial Position as at 31 March 2026 includes a total investment of £20.4m in 100% of the ordinary share capital of Oberon Securities Limited, Oberon Investments Limited, Smythe House Limited and Oberon Investment Management Limited. The Directors are satisfied that no impairment is required in the carrying value of investments in subsidiaries.
Convertible loan note (CLN)
The measurement of the liability component requires the use of significant estimates, principally the determination of the discount rate that would apply to an equivalent loan without the conversion feature. Changes in the assumptions used, particularly the discount rate, may result in a material change to the carrying value of the liability component and the amount recognised within equity.
- 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 2026 |
|
Year to 31 Mar 2025 |
|
|
£’000 |
|
£’000 |
|
Investment management income |
7,637 |
|
5,767 |
|
Corporate finance income |
2,673 |
|
2,349 |
|
Financial planning |
1,369 |
|
1,248 |
|
|
11,679 |
|
9,364 |
Investment management income includes interest generated on client money balances.
| ||||
|
|
|
|
|
|
|
|
Year to 31 Mar 2026 |
|
Year to 31 Mar 2025 |
|
|
|
£’000 |
|
£’000 |
|
The operating loss is stated after charging: |
|
|
|
|
|
Amortisation of intangible assets |
11 |
363 |
|
264 |
|
Depreciation of tangible assets |
12 |
108 |
|
101 |
|
Net gain/(loss) on current asset investments |
15 |
77 |
|
(115) |
|
Loan write-off |
14 |
190 |
|
- |
|
Operating lease rentals and service charge |
|
512 |
|
776 |
|
Exceptional items |
|
(1,439) |
|
(1,461) |
|
Auditors’ remuneration |
|
£’000 |
|
£’000 |
|
Fees payable to the Group’s auditors for the audit of the Group’s and subsidiaries’ annual financial statements |
|
90 |
|
104 |
|
All other services |
|
34 |
|
45 |
|
|
|
|
|
|
The average number of Directors during the year was 7 (2025: 8).
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 27. There are 3 directors of the Company for whom pension contributions are being paid.
The emoluments of the highest paid director, Mr Simon McGivern, are disclosed in the table of Directors’ emoluments on page 17.
|
Year to 31 Mar 2026 |
|
Year to 31 Mar 2025 |
|||||||
|
|
£’000 |
|
£’000 |
||||||
|
Wages and salaries |
7,613 |
|
6,694 |
||||||
|
Social security costs |
1,195 |
|
890 |
||||||
|
Pension costs |
112 |
|
122 |
||||||
|
|
|
|
|
||||||
|
|
8,920 |
|
7,706 |
||||||
|
|
|
|
|
||||||
|
|
No. |
|
No. |
||||||
|
The average monthly number of group employees during the year was: |
84 |
|
78 |
||||||
|
|
|
|
|||||||
|
|
Year to 31 Mar 2026 |
|
Year to 31 Mar 2025 |
||||||
|
|
£’000 |
|
£’000 |
||||||
|
|
|
|
|
||||||
|
Interest income on the Group’s bank balances |
31 |
|
34 |
||||||
|
Dividends received |
4 |
|
7 |
||||||
|
|
35 |
|
41 |
||||||
|
|
|
|
|
||||||
|
|
|
|
|||||||
|
Year to 31 Mar 2026 |
|
Year to 31 Mar 2025 | |||||||
|
£’000 |
|
£’000 | |||||||
Interest payable |
262 |
|
9 | |||||||
|
|
|
| |||||||
- TAXATION
|
|
Year to |
|
Year to | |
|
|
31 Mar |
|
31 Mar | |
|
|
2026 |
|
2025 | |
|
|
£’000 |
|
£’000 | |
|
Corporation tax – Group income statement |
|
|
| |
|
UK corporation tax credit at 25% (2025: 25%) |
(1) |
|
- | |
|
Deferred tax |
|
|
| |
|
Origination and reversal of timing differences |
- |
|
- | |
|
Tax credit on loss on ordinary activities
|
(1) |
|
- | |
|
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 | ||
|
|
2026 |
|
2025 | ||
|
|
£’000 |
|
£’000 | ||
|
Group loss on ordinary activities before tax |
(5,949) |
|
(4,135) | ||
|
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2025: 25%) |
(1,487) |
|
(1,034) | ||
|
Effects of: |
|
|
| ||
|
Expenses not deductible for tax purposes |
402 |
|
116 | ||
|
Fixed asset differences |
37 |
|
18 | ||
|
Exempt ABGH distributions |
(1) |
|
(2) | ||
|
Research and Development tax credit claim |
- |
- | |||
|
Deferred tax not recognised |
1,007 |
|
833 | ||
|
Other adjustments |
41 |
|
69 | ||
|
|
|
|
| ||
|
Total tax charge for the period |
(1) |
|
- | ||
|
|
|
|
| ||
|
The group has cumulative trading losses carried forward of £14,886k (2025: £12,668k), 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. | |||||
- LOSS PER SHARE
The loss per share is based upon the loss of £5,949,219 (2025: loss of £4,134,867) and the weighted average number of ordinary shares in issue for the year of 769,343,328 (2025: 666,607,725).
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.
- INTANGIBLE ASSETS
Group |
|
Goodwill |
|
|
Contracts |
|
Capitalised expenditure |
|
Totals |
|
|
£’000 |
|
|
£’000 |
|
£’000 |
|
£’000 |
Cost |
|
|
|
|
|
|
|
|
|
At 1 April 2025 |
|
1,928 |
|
|
762 |
|
69 |
|
2,759 |
On acquisition |
|
- |
|
|
337 |
|
191 |
|
528 |
Disposals |
|
- |
|
|
- |
|
- |
|
- |
At 31 March 2026 |
|
1,928 |
|
|
1,099 |
|
260 |
|
3,287 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
At 1 April 2025 |
|
989 |
|
|
426 |
|
13 |
|
1,429 |
Amortisation |
|
192 |
|
|
120 |
|
13 |
|
325 |
Eliminated on disposals |
|
- |
|
|
- |
|
- |
|
- |
At 31 March 2026 |
|
1,181 |
|
|
546 |
|
26 |
|
1,753 |
|
|
|
|
|
|
|
|
|
|
Net Book Value |
|
|
|
|
|
|
|
|
|
At 31 March 2025 |
|
939 |
|
|
336 |
|
56 |
|
1,331 |
At 31 March 2026 |
|
747 |
|
|
554 |
|
234 |
|
1,534 |
|
|
|
|
|
|
|
|
|
|
In addition to the goodwill amortisation charge shown above, there was a goodwill amortisation charge relating to the associate investment during the year of £38k.
The Company has no intangible assets.
- TANGIBLE FIXED ASSETS
|
|
Fixtures, fittings |
|
Computer |
Total | ||||||
Group |
|
£’000 |
|
£’000 |
|
£’000 | |||||
|
|
|
|
|
|
| |||||
Cost |
|
|
|
|
|
| |||||
At 1 April 2025 |
|
168 |
|
481 |
|
649 | |||||
Additions |
|
7 |
|
9 |
|
16 | |||||
Disposals |
|
- |
|
- |
|
- | |||||
At 31 March 2026 |
|
175 |
|
490 |
|
665 | |||||
|
|
|
|
|
|
| |||||
Depreciation |
|
|
|
|
|
| |||||
At 1 April 2025 |
|
104 |
|
304 |
|
408 | |||||
Charge for year |
|
38 |
|
70 |
|
108 | |||||
Eliminated on disposals |
|
- |
|
- |
|
- | |||||
At 31 March 2026 |
|
142 |
|
374 |
|
516 | |||||
|
|
|
|
|
|
| |||||
Net Book Value |
|
|
|
|
|
| |||||
At 1 April 2025 |
|
64 |
|
177 |
|
241 | |||||
At 31 March 2026 |
|
33 |
|
116 |
|
149 | |||||
- TANGIBLE FIXED ASSETS (CONTINUED)
|
|
Fixtures, fittings |
|
Total | |||
Company |
|
£’000 |
|
£’000 | |||
|
|
|
|
| |||
Cost |
|
|
|
| |||
At 1 April 2025 |
|
- |
|
- | |||
Transfer from group |
|
61 |
|
61 | |||
Additions |
|
7 |
|
7 | |||
Disposals |
|
- |
|
- | |||
At 31 March 2026 |
|
68 |
|
68 | |||
|
|
|
|
| |||
Depreciation |
|
|
|
| |||
At 1 April 2025 |
|
- |
|
- | |||
Transfer from group |
|
50 |
|
50 | |||
Charge for year |
|
1 |
|
1 | |||
Eliminated on disposals |
|
- |
|
- | |||
At 31 March 2026 |
|
51 |
|
51 | |||
|
|
|
|
| |||
Net Book Value |
|
|
|
| |||
At 1 April 2025 |
|
- |
|
- | |||
At 31 March 2026 |
|
17 |
|
17 | |||
INVESTMENT IN SUBSIDIARIES |
|
| |
|
|
|
|
|
PARENT COMPANY |
|
£’000 |
|
At 1 April 2025 |
|
14,397 |
|
Transfers in from group companies |
|
5,969 |
|
Disposals |
|
- |
|
At 31 March 2026 |
|
20,366 |
On 9 March 2026, as part of a group reorganisation, Oberon Securities Limited ("OSL") transferred its shareholdings in its subsidiaries, being Oberon Investments Limited, Smythe House Limited, GMC EBT Limited, Oberon Investment Management Limited and Oberon Corporate Finance Limited to Oberon Investments Group plc (the parent, "OIG").
Prior to the reorganisation, OIG held an indirect 100% interest in these subsidiaries. Following the transfer, OIG became the direct legal owner of these subsidiaries and the ultimate beneficial ownership of the entities remained unchanged.
The deemed consideration was £5.969m, representing the book value of the investments transferred. The consideration has been recognised within fixed asset investments as a transfer from group companies.
As the transaction was undertaken between entities under common control, no gain or loss arose on the transfer and there was no impact on the consolidated statement of comprehensive income.
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 |
6 Duke Street St James’s, London |
100% |
UK |
Corporate Advisory and parent of OIL |
Oberon Investments Ltd |
First floor, 12 Hornsby Square Southfields Business Park Basildon, Essex |
100% |
UK |
Broker & |
Smythe House Ltd |
6 Duke Street St James’s, London |
100% |
UK |
Wealth |
GMC EBT Ltd |
6 Duke Street St James’s, London |
100% |
UK |
Corporate trustee |
Barnard Nominees Ltd |
First floor, 12 Hornsby Square Southfields Business Park
Basildon, Essex |
100% |
UK |
Dormant |
Oberon Investment Management Ltd |
6 Duke Street St James’s, London |
100% |
UK |
Wealth |
Oberon Corporate |
6 Duke Street St James’s, London |
100% |
UK |
Dormant |
The share capital and reserves at 31 March 2026 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 |
1,631 |
|
(1,679) |
Oberon Investments Ltd |
4,648 |
|
(2,899) |
Smythe House Ltd |
78 |
|
(168) |
GMC EBT Ltd |
8 |
|
- |
Barnard Nominees Ltd |
- |
|
- |
Oberon Investment Management Ltd |
127 |
|
(16) |
Oberon Corporate Finance Limited |
- |
|
- |
At 31 March 2025 the Group’s holding in its associate, Logic Investments Limited was 55.21%. Following the issue of new shares by Logic Investments Limited on 22 October 2025, in which the Group did not participate, the holding was diluted to 49.96%.
As previously announced by the Company, Logic Investments Limited entered into a liquidation process in January 2026, at which point the investment in Logic was fully impaired. A summary of the movement, during the year, in this investment in associate is shown in the table below:
| |||||||||||||||||||||||||||
15. CURRENT ASSET INVESTMENTS |
|
|
|
||||||||||||||||||||||||
Group |
|
|
|
£’000 |
|||||||||||||||||||||||
At 1 April 2025 |
|
|
|
203 |
|||||||||||||||||||||||
Additions at cost |
|
|
|
440 |
|||||||||||||||||||||||
Sales proceeds |
|
|
|
(386) |
|||||||||||||||||||||||
Realised gains in year |
|
|
|
95 |
|||||||||||||||||||||||
Unrealised losses in year |
|
|
|
(18) |
|||||||||||||||||||||||
At 31 March 2026 |
|
|
|
336 |
|||||||||||||||||||||||
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.
16. DEBTORS |
2026 |
2025 | |||||
|
Group |
Company |
Group |
Company | |||
|
£’000 |
£’000 |
£’000 |
£’000 | |||
|
|
|
|
| |||
Trade debtors |
911 |
- |
462 |
- | |||
Rent and other deposits |
275 |
40 |
272 |
- | |||
Other debtors |
271 |
- |
1,142 |
- | |||
Prepayments and accrued income |
2,748 |
59 |
1,711 |
3 | |||
Amounts due from subsidiary undertakings |
- |
42 |
- |
14,361 | |||
|
--------------------- |
---------------------- |
--------------------- |
---------------------- | |||
|
4,205 |
141 |
3,587 |
14,364 | |||
|
=========== |
=========== |
========== |
=========== | |||
16. DEBTORS (CONTINUED)
During the year, the Directors completed a review of balances arising from the 9 February 2021 reverse takeover and the subsequent group reorganisation completed on 9 March 2026. As a result of this review, an amount previously recorded within Company only debtors as "Amounts due from subsidiary undertakings" of £14.397m was determined not to represent a contractual loan receivable or a separately recoverable balance. The balance arose as part of historical group restructuring transactions and, in substance, forms part of the Company's investment in subsidiary undertakings. The amount has been reclassified into reorganisation reserves in the Company’s Statement of Financial Position. The amounts due from subsidiary undertakings are unsecured, interest free, have no final date of repayment and are repayable on demand. | |||||||
|
|
|
|||||
17. CASH AND CASH EQUIVALENTS
|
2026 |
2025 | ||||||||||||||
|
Group |
Company |
Group |
Company | ||||||||||||
|
£’000 |
£’000 |
£’000 |
£’000 | ||||||||||||
|
|
|
|
| ||||||||||||
Cash at bank and in hand |
1,954 =========== |
1 =========== |
1,823 =========== |
- =========== | ||||||||||||
|
|
|
|
| ||||||||||||
CREDITORS: amounts falling due within one year |
2026 |
2025 | ||||||||||||||
|
Group |
Company |
Group |
Company | ||||||||||||
|
|
£’000 |
£’000 |
£’000 |
£’000 | |||||||||||
|
|
|
|
|
| |||||||||||
|
Trade creditors |
1,063 |
28 |
532 |
- | |||||||||||
|
Other taxes and social security |
288 |
- |
226 |
- | |||||||||||
|
Other creditors |
84 |
- |
95 |
- | |||||||||||
|
Borrowings |
- |
- |
21 |
- | |||||||||||
|
Accruals and deferred income |
1,066 |
49 |
1,370 |
69 | |||||||||||
|
Amounts owed to subsidiary undertakings |
- |
1,331 |
- |
- | |||||||||||
|
|
--------------------- |
---------------------- |
--------------------- |
---------------------- | |||||||||||
|
|
2,501 |
1,408 |
2,244 |
69 | |||||||||||
|
|
========== |
=========== |
========== |
=========== | |||||||||||
|
The amounts owed to subsidiary undertakings are unsecured, interest free, have no final date of repayment and are repayable on demand.
| |||||||||||||||
19. |
CREDITORS: amounts falling in more than one year | |||||||||||||||
|
|
2026 |
|
2025 | ||||||||||||
|
Group |
Company |
Group |
Company | ||||||||||||
|
£’000 |
£’000 |
£’000 |
£’000 | ||||||||||||
|
|
|
|
| ||||||||||||
Bank Borrowings |
- |
- |
4 |
- | ||||||||||||
Convertible Loan Notes |
2,831 |
2,831 |
- |
- | ||||||||||||
|
--------------------- |
---------------------- |
-------------------- |
-------------------- | ||||||||||||
|
2,831 |
2,831 |
4 |
- | ||||||||||||
|
=========== |
=========== |
========== |
=========== | ||||||||||||
In September 2025 unsecured, payment in kind (PIK), convertible loan notes (CLN) with a principal value of £3.0m before expenses (and £2.97m after expenses) were issued at an interest rate of 12.0%. The liability portion of the CLN at the time of issue was £2,605k and the convertible loan equity reserve was £365k. The interest accrued on the liability portion, at a rate of 17% per annum, by 31/3/2026 was £226k. The principal is either repayable on 30/9/28 or convertible into ordinary shares at any time at a conversion price of 4.25p per ordinary share. If held until maturity, the number of new shares that would be issued on conversion (including all accrued interest) would be 99,171,388 shares.
20. COMMITMENTS UNDER OPERATING LEASES
At 31 March 2026 the Group and Company had future minimum commitments under non-cancellable operating leases as set out below:
Group |
|
|
| ||
|
|
Land & |
|
Land & Buildings |
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
486 |
|
471 |
||
Between one and five years |
|
141 |
|
612 |
|
|
----------------- |
|
----------------- |
||
|
|
627 ========= |
|
1,083 ========= |
|
Company |
|
2026 |
|
2025 |
|
|
£’000 |
|
£’000 |
|
|
|
|
|
Within one year |
|
- |
|
- |
Between one and five years |
|
- |
|
- |
|
|
----------------- |
|
----------------- |
|
|
- ========= |
|
- ========= |
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 £112,062 (2025: £121,520) during the year and at 31 March 2026 £27,796 (2025: £9,692) remained payable.
22. SHARE CAPITAL OF OBERON INVESTMENTS GROUP PLC
Movements in allotted and fully paid share capital and share premium reserves, and amounts raised in year
|
Amount |
|
No. of ordinary |
|
Share
£ |
|
Share
£ | ||||
Total as at 1 April 2025 |
|
|
742,070,442 |
|
3,710,353 |
|
4,795,383 | ||||
22 April 2025 – SIP issue @4.73p |
68,648 |
|
1,451,336 |
|
7,257 |
|
61,392 | ||||
9 September 2025 – Placing @4.0p |
1,580,064 |
|
39,501,588 |
|
197,508 |
|
1,382,556 | ||||
29 December 2025 – Placing @3.7p |
75,000 |
|
2,027,027 |
|
10,135 |
|
64,865 | ||||
6 January 2026 – Placing @3.7p |
551,250 |
|
14,898,648 |
|
74,493 |
|
476,757 | ||||
Total as at 31 March 2026 |
2,274,962 |
|
799,949,041 |
|
3,999,746 |
|
6,780,953 | ||||
23. 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 2026
|
|
|
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 |
6,562,500 |
4.00 |
3,333,333 |
4.00 |
5,044,980 |
5.93 | ||
Granted in FY’26 |
- |
- |
- |
- |
- |
- |
- |
- | ||
Expired/forfeited |
- |
- |
- |
4.00 |
- |
4.00 |
(84,745) |
5.90 | ||
Exercised |
- |
- |
- |
- |
- |
- |
- |
- | ||
Outstanding at end of year |
39,261,125 |
0.62 |
6,562,500 |
4.00 |
3,333,333 |
4.00 |
4,960,235 |
5.93 | ||
Exercisable at end of year |
33,276,542 |
0.73 |
6,562,500 |
4.00 |
3,333,333 |
4.00 |
4,960,235 |
5.93 | ||
Weighted average life |
3.47 |
|
5.35 |
|
5.08 |
|
6.34 |
| ||
|
|
|
|
2024 |
| |||
|
Options |
WAEP (p) |
Options |
WAEP (p) |
Options |
WAEP |
Options |
WAEP |
Outstanding at start of year |
8,589,040 |
3.65 |
28,696,955 |
3.54 |
7,142,857 |
3.50 |
- |
- |
Granted in FY’26 |
- |
- |
- |
- |
- |
- |
9,194,340 |
4.26 |
Expired/forfeited |
(342,465) |
3.65 |
(1,138,889) |
3.60 |
- |
- |
(44,444) |
4.50 |
Exercised |
- |
3.65 |
- |
- |
- |
- |
- |
- |
Outstanding at end of year |
8,246,575 |
3.65 |
27,558,066 |
3.53 |
7,142,857 |
3.50 |
9,149,896 |
4.26 |
Exercisable at end of year |
5,497,717 |
3.65 |
9,186,022 |
3.53 |
2,380,952 |
3.50 |
- |
- |
Weighted average life |
7.33 |
|
8.43 |
|
8.33 |
|
9.6 |
|
31 March 2025
|
|
|
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 |
6,914,500 |
4.00 |
10,000,000 |
4.00 |
5,595,827 |
5.93 | ||
Granted in FY’25 |
- |
- |
- |
- |
- |
- |
- |
- | ||
Expired/forfeited |
- |
- |
(352,000) |
4.00 |
(6,666,667) |
4.00 |
(550,847) |
5.90 | ||
Exercised |
- |
- |
- |
- |
- |
- |
- |
- | ||
Outstanding at end of year |
39,261,125 |
0.62 |
6,562,500 |
4.00 |
3,333,333 |
4.00 |
5,044,980 |
5.93 | ||
Exercisable at end of year |
33,276,542 |
0.73 |
6,562,500 |
4.00 |
3,333,333 |
4.00 |
3,363,320 |
5.93 | ||
Weighted average life |
4.47 |
|
6.35 |
|
6.08 |
|
7.34 |
| ||
|
|
|
|
2024 | ||||
|
Options |
WAEP (p) |
Options |
WAEP (p) |
Options |
WAEP (p) | ||
Outstanding at start of year |
10,917,808 |
3.65 |
- |
- |
- |
- | ||
Granted in FY’25 |
- |
- |
30,085,846 |
3.54 |
7,142,857 |
3.50 | ||
Expired/forfeited |
(2,100,457) |
3.65 |
(1,388,889) |
3.60 |
- |
- | ||
Exercised |
(228,311) |
3.65 |
- |
- |
- |
- | ||
Outstanding at end of year |
8,589,040 |
3.65 |
28,696,957 |
3.54 |
7,142,857 |
3.50 | ||
Exercisable at end of year |
2,863,013 |
3.65 |
- |
- |
- |
- | ||
Weighted average life |
8.33 |
|
9.43 |
|
9.33 |
| ||
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% |
0.50% | |||||||
Expected dividend yield |
N/A |
|
N/A |
N/A |
N/A | ||||||||
|
|
|
|
|
|||||||||
|
|
2023 EMI |
2024 EMI |
Unapproved |
2025 EMI | ||||||||
|
|
option plan |
option plan |
options |
option plan | ||||||||
Pricing model |
|
Black Scholes |
Black Scholes |
Black Scholes |
Black Scholes | ||||||||
|
|
|
|
|
| ||||||||
Date of grant |
|
1/7/23 |
26/7/24 - |
31/7/24 |
06/9/25 - | ||||||||
Share price at grant (p) |
|
3.65 |
3.5 – 3.6 |
3.5 |
3.8 – 4.5 | ||||||||
Exercise price (p) |
|
3.65 |
3.5 – 3.6 |
3.5 |
3.8 – 4.5 | ||||||||
Expected volatility |
|
30% |
30% |
30% |
30% | ||||||||
Life of option (years) |
|
10 |
10 |
10 |
10 | ||||||||
Risk-free rate |
|
4.3% |
4.0% |
4.3% |
4.4% | ||||||||
Expected dividend yield |
N/A |
|
N/A |
N/A |
N/A | ||||||||
The net charge recognised in the period for these option plans was £120k (2025: £104k), increasing the reserve from £376k to £496k.
24. 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.
The share premium reserve represents the premium paid for share capital in excess of its nominal value.
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.
The merger relief reserve represents the premium for the consideration shares, issued as part of the reverse takeover in February 2021, over their nominal value.
Convertible loan equity reserve
Convertible loan notes (CLN) are a compound financial instrument made up of an equity element and a liability element. The value of the liability element of a CLN represents the fair value of a similar debt instrument without any conversion rights. The value of the equity reserve element is the remaining balance.
Reverse acquisition reserve
This represents the impact on equity of the reverse acquisition of Oberon Securities Limited (OSL).
Reorganisation reserve
This represents the debtor balance previously shown in a group company (OSL) which was transferred to the Company on 9 March 2026. Please see note 16 for further details.
25. OFF BALANCE SHEET ARRANGEMENTS
Client money balances have been recognised off balance sheet.
At the year end the group held £30,764,505 (2025: £31,505,388) in client money balances off the balance sheet.
26. CASH GENERATED FROM OPERATIONS
|
Year to |
|
Year to | ||||||
|
|
£’000 |
|
£’000 | |||||
Loss for the year after tax |
|
(5,949) |
|
(4,135) | |||||
|
|
|
|
| |||||
Adjustments for: |
|
|
|
| |||||
Finance costs |
|
262 |
|
9 | |||||
Interest income |
|
(31) |
|
(34) | |||||
Dividends received |
|
(4) |
|
(7) | |||||
(Gain)/loss on current asset investments |
|
(77) |
|
115 | |||||
Loss/(gain) on impairment/disposal of stake in associate |
|
883 |
|
(101) | |||||
Share of after-tax loss in associate |
|
176 |
|
268 | |||||
Loans written-off |
|
190 |
|
- | |||||
Depreciation |
|
108 |
|
101 | |||||
Amortisation |
|
363 |
|
264 | |||||
Employment related share-based charge |
|
120 |
|
104 | |||||
Corporation tax charge |
|
1 |
|
- | |||||
Movement in working capital |
|
|
|
| |||||
Increase in debtors |
|
(618) |
|
(652) | |||||
Increase/(decrease) in creditors |
|
275 |
|
(82) | |||||
Cash used in operations |
|
(4,301) |
|
(4,150) | |||||
|
|
|
|
| |||||
27. 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 |
|
Year to |
|
|
£’000 |
|
£’000 |
Key management personnel remuneration |
|
2,249 |
|
2,109 |
The company has taken advantage of exemption, under section 33.1A 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.
28. ULTIMATE CONTROLLING PARTY
The Directors consider that there is no one controlling party who controls the Group.
29. EVENTS AFTER THE REPORTING PERIOD
On 14 April 2026, Oberon Investments Group plc, announced that it had agreed with the Financial Conduct Authority (“FCA”) to enter into a voluntary requirement (‘VREQ’) in respect of its Wealth Management division. As part of the VREQ, the onboarding of new wealth management clients and Investment Managers will require permission from the FCA while a regulatory review of the Wealth Management's existing systems and controls is completed. The VREQ does not affect existing clients and does not apply to, or impact, the Group's other divisions (including Oberon Capital, Private Ventures, Asset Management and Smythe House), all of which continue to operate normally. The Company has insurance cover in place in respect of any associated costs.
On 18 August 2026, Oberon Investments Group plc, allotted 68,761,899 new ordinary shares of 0.5p each, via a placing at a price of 2.1p per share to raise £1.4m.
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