1
EXECUTIVE SUMMAR
Annual Report & Financial Statements
31 March 2024
Helping you see the bigger picture
2
Contents
3
About WH Ireland Group plc
4
Chair and Chief Executive’s statement
5
Financial review and Strategic Report
12
Directors’ report
17
Corporate governance report
25
Corporate social responsibility
30
Remuneration report
33
Statement of Directors’ responsibilities
34
Independent Auditor’s report
41
Consolidated statement of comprehensive income
42
Consolidated and Company statement of financial position
44
Consolidated and Company statement of cash flow
46
Consolidated and Company changes in equity
48
Notes to the financial statements
86
Company information
3
About WH Ireland Group plc
WH Ireland Group plc is the holding company for WH Ireland Limited (WHI). WHI provides a high quality service across both of its
business areas - a Wealth Management (WM) division providing investment solutions for individuals, families and charities and a
Capital Markets (CM) division which is a leading firm for public and private companies seeking corporate advice and investment
capital.
Classification and Disclosure within Financial Statements
During the year, the Group pursued a sale of both the WM and CM divisions. Both sales were judged to be highly probable at year
end and so have been classified as ‘held for sale’ assets within the Statement of Financial with the associated loss for the year being
shown within Discontinued Operations within the Statement of Comprehensive Income. A breakdown of these disclosures is shown
within note 6.
Post year end, the sale of the WM business did not proceed and the strategy for this division shifted to driving growth in the assets
under management and providing a wider level of service to develop further revenue streams. The sale of the CM division
completed post year end in July 2024. This will assist the group in the implementation of its plans for the growth of the remaining
WM business.
Wealth Management
WHI provides financial planning advice and discretionary investment management. Our goal is to build long-term, mutually
beneficial, working relationships with our clients so that they can make informed and effective choices about their money and how
it can support their lifestyle ambitions. We help clients to build a long-term financial plan and investment strategy for them and their
families.
Capital Markets
The CM division had been specifically focused on the public and private growth company marketplace. The team’s significant
experience in this dynamic segment means that they have been able to provide a specialist service to each of its respective
participants. For companies, we have raised public and private growth capital, as well as provided both day-to-day and strategic
corporate advice including M&A advisory. The division’s tailored approach means that the team engages with all of the key investor
groups active in its market - High Net Worth individuals, Family Offices, Wealth Managers and Funds. The broking, trading and
research teams provide the link between growth companies and this broad investor base.
Chair and Chief Executive’s statement
4
Phillip Wale
CEO
Market backdrop
The market backdrop has been extremely challenging. While the
FTSE 100 has been relatively resilient, the AIM All Share Index fell 9%
over the period. These market conditions severely impacted
transactional business (and particularly fundraisings) in our CM
Divisions and there have been a number of strategic issues for the
board to consider.
Outlook
As shareholders will be aware the Group announced in July 2023
that it had raised £5m through a placing of shares in the Company.
The board would like to thank shareholders for their support for this
placing which enabled stabilisation to occur in our financial
position whilst a cost reduction exercise and other strategic
initiatives were carried out.
Following a further decline in market conditions and a persistent
inflationary backdrop, the board has continued with the strategy to
actively explore opportunities and options for the group principally
a sale of all or part of its assets.
During the year a number of potential buyers approached us in
respect of a purchase of the WM division and where it was
appropriate these were actively pursued. However none of these
discussions resulted in a transaction and therefore whilst the WM
division was held as an asset for sale at the year end (and this is
reflected in the approach to the completion of the year end
accounts) it is now part of our ongoing operations and will therefore
be subject to the normal accounting treatments on an ongoing
basis in the absence of an event occurring which impacts this
assessment.
Post balance sheet date, the Group reached completion on a deal
to sell the CM division. This completed in July 2024 and is on a
deferred consideration basis. This division was actively being
marketed for sale and it was highly probable that this sale would
occur within a few months of reporting date. This division is
therefore also shown as an asset held for sale and a discontinued
operation in the subsequent Financial Statements. The sale of this
division completed in July 2024.
Looking forward
Following the sale of the CM division after the year-end it is the
intention of the Group to focus on the operation and development
of the WM division whilst assessing strategic opportunities for the
Group as they arise.
Moving forward we will further reduce costs, as certain group and
central functions can be streamlined following the sale of the CM
division. Considering this, together with the implementation of our
cost reduction programme earlier in the year, we believe the Group
has an improved chance of returning the continuing WM division
to a break-even position.
The Financial Year 2024
Overall revenue fell 19.6% from the previous year from £26.7m to
£21.5m, we reduced administrative expenses by 2% from £27.6m
to £26.7m. Although our loss on investments reduced from a
£2.7m loss in the previous year to £0.6m loss, we incurred large
restructuring costs of £2.9m. These were principally redundancies
and project costs in relation to the Board exploring strategic
opportunities for parts of the business. This led to a loss overall for
the business of £5.9m before tax.
WM income was affected by market falls which led to a reduction
of total assets under management from £1.4bn to £1.2bn. This
was the principal reason for a fall in revenue of 18% (from £14.4m
to £11.9m). With the reduction of costs, including the
redundancies of staff, WM recorded a small underlying loss for the
year.
CM revenue is derived from retainer income, earned from our role
as NOMAD or broker to clients, and transactional income. While
retainer income held up well, we finished the year with 79 clients,
a fall from 90 at the beginning of the period, transactional income
was severely hit, with a particularly sharp fall in corporate
fundraisings. This led to an overall drop in CM revenue of 22%
from £12.2m to £9.6m.
Board
The Company welcomed two new non-executive directors in
November 2023, Simon Moore and Garry Stran to the Board, with
Simon serving as Chair. The Directors thank the previous non-
executive directors of the Company for their service to the
business.
On behalf of the Board, we would like to express our appreciation
for the continuing hard work and loyalty of employees throughout
a difficult period. Whilst this has been an unsettling period for all
stakeholders we would like to thank our employees, clients and
partners for their efforts to complete the sale of the CM division
and for working with us to stabilise the business.
We would also like to thank the team members who were
unfortunately made redundant during the year for their
professionalism during this period and wish them well for the
future.
As outlined in this report your board will now focus on creating a
business that has sustainable profitability, a vibrant culture and is
well placed to exploit strategic opportunities should they arise in
order to maximise the opportunity to create shareholder value
Simon Moore
Chair
Financial review and Strategic Report
5
Overview
The WH Ireland Group consists of a principal operating subsidiary, WH Ireland Limited.
WH Ireland Limited consists of two business divisions: WM (WM), which provides investment management solutions and financial
advisory services to retail clients and CM (CM) which provides a range of services to both public and private companies, including
day to day regulatory and strategic corporate advice, institutional sales and broking services; and the production of equity research.
It also provides trading services to Funds, High Net worth individuals and Family Offices. Post balance sheet date, the CM division
has been sold.
Total assets managed by the Group are £1.8bn (FY23: £2.1bn). Of this total, £1.2bn (FY23: £1.4bn) is held in WM with a further £0.6bn
(FY23: £0.7bn) within CM’s Ultra High Net Worth business.
The Group’s income is derived from activities conducted in the UK with a number of retail, high net worth, ultra-high net worth,
institutional and corporate clients.
The average Group headcount for the year was 133 (FY23: 163) in the UK.
Strategy summary
Following the fundraise that took place during the year, the Group’s aim was to increase the value of discretionary assets under
management in WM. The Group also aimed to continue to service our new and existing corporate client list in CM, whilst sourcing
new transactional activity utilising our strong distribution capability in public and private markets. During the year, the Group
pursued a sale of both the WM and CM divisions. Both sales were judged to be highly probable at year end and so have been classified
as ‘held for sale’. Post year end, the strategy for WM shifted from a sale of the division to driving growth in the assets under
management and providing a wider level of service to develop further revenue streams. The sale of the CM division completed post
year end in July 2024. This will assist the group in the implementation of its plans for the growth of the remaining WM business whilst
finding efficiencies in the remaining business.
Group financial results summary
Year to
31 Mar 2024
£'000
Year to
31 Mar 2023
£'000
Revenue
21,465
26,688
Administrative expenses
(26,665)
(27,591)
Expected credit loss
(328)
(239)
Operating loss
(5,528)
(1,142)
Net loss on investments
(583)
(2,683)
Release of deferred consideration
160
-
Changes in fair value and finance cost of deferred consideration
-
(173)
Other income
-
2,175
Loss before tax
(5,951)
(1,823)
Taxation
12
-
Loss and total comprehensive income for the year
(5,939)
(1,823)
The format of these tables do not follow that in the Statement of Comprehensive Income which is required to show effect of
discontinued operations on the business. These table show the results of both divisions in the statutory format.
Financial review and Strategic Report
6
Reconciliation between underlying and statutory profits
Underlying profit before tax is considered by the Board to be an accurate reflection of the Group’s performance when compared to
the statutory results, as this excludes income and expense categories which are deemed of a non-recurring nature or non-cash
operating item. Reporting at an underlying level is also considered appropriate for external analyst coverage and peer group
benchmarking. A reconciliation between underlying and statutory profit before tax for the year ended 31 March 2024 with
comparative is shown below:
Year to
31 Mar 2024
£'000
Year to
31 Mar 2023
£'000
Underlying loss before tax
(2,468)
(1,987)
Amortisation of acquired brand and client relationships
(273)
(496)
Changes in fair value and finance cost or release of deferred consideration
160
(173)
Restructuring costs
(2,909)
-
Client Settlement
(152)
-
Other income
-
1,957
Net changes in the value of non-current investments
(309)
(1,124)
Total underlying adjustments
(3,483)
164
Statutory loss before tax
(5,951)
(1,823)
Tax
12
-
Loss and total comprehensive income for the year
(5,939)
(1,823)
Underlying earnings per share
Weighted average number of shares (‘000) in issue during the period (note 12)
175,718
59,172
Basic underlying earnings per share
(1.40p)
(3.36p)
Amortisation of acquired brand and client relationships
These intangible assets are created in the course of acquiring funds under management and are amortised over their useful life
which have been assessed between two to 12 years. This charge has been excluded from underlying profit as it is a significant non-
cash item. Amortisation ceased from the date the WM division was reclassifies to assets held for sale, refer to note 6.
Changes in fair value and finance cost of deferred consideration
This comprises the fair value measurement arising on the deferred consideration payments from acquisitions together with the
associated finance costs from the unwinding of the present value discount relating to the Harpsden acquisition (subsidiary
previously acquired).
Restructuring costs
These costs relate to the restructuring costs within both WM and CM and the resultant costs of redundancies of staff in the London
office arising from the cost savings measures taken during the year. These costs also include transaction fees paid in relation to the
exploration of the potential sale of the WM division and the resultant sale of the CM division.
Client Settlement
This item relates to an issue with our outsourced platform provider, cited in our interim results, which resulted in incorrect
amounts of interest being paid to clients. The provider and the Group have settled these amounts with clients.
Other income
Last year the Group received a refund of £2.2m from HMRC. This was following confirmation from HMRC that the supply of certain
Group services were exempt from VAT during the period from 2017 to 2022. This is presented net of commission payable to a third
party of £218k.
Net changes in value of investments
As part of the fee arrangement with corporate clients in CM, there is often a grant of warrants over shares or the issue of actual shares
in addition to the cash element of the fee. The value of such warrants and shares are credited to revenue on the date of the fee note
and then any changes in the valuation are recorded as net gains or losses. In view of the nature of these gains or losses, including
non-cash, these gains or losses have been excluded from underlying profit. The total change in value of investments are £583k, a
corresponding commission payable of £274k on the gain or loss of these warrants are included in the net changes above. The net
change in investment value is £309k.
Financial review and Strategic Report
7
The Financial Year 2024
Overall revenue fell from £26.7m to £21.5m from the previous (19.6%), we reduced administrative expenses by 2% from £27.6m to
£26.7m. Although our loss on investments reduced from a £2.7m loss in the previous year to £0.6m loss, we incurred restructuring
costs of £2.9m. These were principally redundancies and transaction costs in relation to the Board exploring strategic opportunities
for parts of the business. This led to a loss overall for the business of £6.0m before tax.
WM income was affected by market falls which led to a reduction of assets under management from £1.4bn to £1.2bn. This was the
principal reason for a fall in revenue of 18% (from £14.4m to £11.9m). With the reduction of costs, including the redundancies of
staff, WM recorded a small underlying loss for the year.
CM revenue is derived from retainer income, earned from our role as NOMAD or broker to clients, and transactional income. While
retainer income held up well, we finished the year with 79 clients, a fall from 90 at the beginning of the period, transactional income
was severely hit, with a particularly sharp fall in corporate fundraisings. This led to an overall drop in CM revenue of 22% from £12.2m
to £9.6m.
Expenses
Total operational costs decreased by 3.2%. As part of cost of sales, third party commission increased by 63.14%, due to agreements
that are revenue contingent. Variable people costs, mainly related to bonus payments have reduced by 49%.
2024
£’000
2023
£’000
Cost of sales – non-salaried staff costs (note 7)
1,592
605
Fixed non-people costs
11,235
10,867
Fixed people costs
12,881
14,243
Variable people costs
956
1,876
Total
26,664
27,591
Financial position and regulatory capital
Net assets remained consistent at £14.3m at 31 March 2024 (FY23: £14.3m) and tangible net assets (net assets excluding disposal
group, prior year net assets excluding intangible assets and goodwill) decreased by 10% to £6.3m (FY23: £7.0m).
The Investment Firms Prudential Regime (IFPR) applies to all solo-regulated MiFID investment firms and WH Ireland is a non-SNI
(small and non-interconnected) MIFIDPRU investment firm.
Accordingly, the Group’s regulatory capital requirement is its fixed overhead requirement as defined by the Financial Conduct
Authority (FCA). During the year the Group carried out a placing to raise £5m by way of the issue of ordinary shares, to ensure that
the Group’s own funds are in excess of its regulatory capital requirement. Post year end, the sale of the CM division took place. This
has had the effect of fixed overhead requirements and wind-down costs for the business falling.
Cost reduction exercises have been implemented during the year, including certain members of senior management agreeing to
sacrifice a proportion of their salary in return for share options, alongside a collective consultation regarding headcount reduction.
As a result, the Directors have reviewed the forward-looking position as part of the going concern modelling and stress testing and
in light of post year-end events believe that the regulatory requirements will be met.
Future developments
The Group has continued to be subjected to challenging market conditions resulting from a number of well documented public
events. The funds from the placing that took place during the year have been used to provide working capital, secure the current
regulatory capital position and achieve a more stable financial position for the Group against the current market backdrop. The
Group has also actively explored asset sales during the year, with the CM division being sold post year end. This sale has resulted in
a positive regulatory capital position and changed requirements. The Directors will now focus on implementing improvements to
the remaining WM division as well as making changes that will increase efficiencies across the business.
Financial review and Strategic Report
8
Key Performance Indicators
The following financial and strategic measures have been identified as the key performance indicators (KPIs) of the Group’s overall
performance for the financial year.
1. GROUP ASSETS UNDER MANAGEMENT
The total value of funds under management has a direct
impact on the Group’s revenue.
-14%
2. NUMBER OF RETAINED CM CORPORATE CLIENTS
The number of retained clients has a direct relationship to
the value of fees earned from success fees and retainer
income in CM.
-11
3. TOTAL REVENUE
The amount of revenue generated by WM and CM together
is one of the key growth indicators.
-20%
4. DISCRETIONARY AND ADVISORY ASSETS UNDER
MANAGEMENT (WM)
Discretionary and advisory funds are the main income
driver for our WM business.
-16%
1.00
1.50
2.00
2.50
FY 2022
FY 2023
FY 2024
Assets under management & advice
70
75
80
85
90
95
FY 2022
FY 2023
FY 2024
Retained corporate clients
10
15
20
25
30
35
FY 2022
FY 2023
FY 2024
Total revenue
0.5
0.6
0.7
0.8
0.9
1
1.1
1.2
FY 2022
FY 2023
FY 2024
£bn
£m
£bn
Financial review and Strategic Report
9
Dividends
The Board does not propose to pay a dividend in respect of the financial year (FY23: £nil).
Statement of Financial Position and Capital Structure
Maintaining a strong and liquid statement of financial position remains a key objective for the Board, alongside its regulatory capital
requirement. Due to the successful placing of shares during the year, the Group have been able to secure the current regulatory
capital position and achieve a more stable financial position for the Group against the current market backdrop. The group
regulatory capital position is surplus to the regulatory capital requirement. As a result of the post year end sale of the CM division,
the required regulatory capital position has fallen to £3.8m (based on harm assessment). The group therefore will be more likely to
achieve these requirements. As at 31 March 2024, total net assets were £14.3m (FY23: £14.3m) and net current assets £14.3m (FY23:
£5.3m). This increase is due to assets and liabilities being allocated to the disposal groups. Cash balances at year-end were £4.9m
(FY23: £4.2m).
Risks and Uncertainties
Risk appetite is established, reviewed and monitored by the Board. The Group, through the operation of its Committee structure,
considers all relevant risks and advises the Board as necessary. The Group maintains a comprehensive risk register as part of its risk
management framework encouraging a risk-based approach to the internal controls and management of the Group. The risk
register covers all categories including human capital risk, regulatory risk, conduct (client) risk, competition, financial risk, IT and
operational resilience risk and legal risk. Each risk is ranked on impact and likelihood and mitigating strategies are identified. In
addition, the Executive Committee which is formed of the Executive Directors, the Heads of the business divisions, a representative
from HR and Chief Risk and Compliance Officer meet to assess and monitor these. An Executive Risk Committee has recently been
established to manage and monitor risks and report into the Board.
The Group had outsourced its internal audit function to Deloitte since April 2021. Post year end this function is now outsourced to
BDO. The internal auditors formally report to Garry Stran, Chair of the Audit Committee with Jay Iyer, Chief Risk and Compliance
Officer, being the principal day to day contact.
Liquidity and capital risk
The Group continues to focus on managing the costs of its business and returning to growth and sustainable profitability whilst
increasing the proportion of recurring revenue with CM and the building of its discretionary fee paying client base in WM to better fit
the regulatory environment in which it operates.
To mitigate risk, the Board continues to focus on ensuring that the financial position remains robust and suitably liquid with
sufficient regulatory capital being maintained over the minimum common equity tier 1 capital requirements. Regulatory capital and
liquid assets are monitored on a daily basis.
Operational risk
Operational risk is the risk of loss to the Group resulting from inadequate or failed internal processes, people and systems, or from
external events.
Business continuity risk is the risk that serious damage or disruption may be caused as a result of a breakdown or interruption, from
either internal or external sources, of the business of the Group. This risk is mitigated in part by the number of branches across the
UK and the Group having business continuity and disaster recovery arrangements including business interruption insurance.
The Group seeks to ensure that its risk management framework and control environment is continuously evolving which
Compliance and Risk monitor on an ongoing basis.
Credit risk
The Board takes active steps to minimise credit losses including formal new business approval, and the close supervision of credit
limits and exposures, and the proactive management of any overdue accounts. Additionally, risk assessments are performed on an
ongoing basis on all deposit taking banks and custodians and our outsourced relationships.
Regulatory risk
The Company operates in a highly regulated environment in the UK. The Directors monitor changes and developments in the
regulatory environment and ensure that sufficient resources are available for the Group to implement any required changes. The
impact of the regulatory environment on the Group’s management of its capital is discussed in note 26 of the financial statements.
Financial review and Strategic Report
10
Section 172 Statement
Broader Stakeholder Interests
Directors of the Group must consider Section 172 of the Companies Act 2006 which requires them to act in the way that would most
likely promote the success of the Group for the benefit of all its stakeholders. The Board and its committees consider who its key
stakeholders are, the potential impact of decisions made on them taking into account a wider range of factors, including the impact
on the Company’s operations and the likely consequences of decisions made in the long-term. The Group’s key stakeholders and
how the Board and the Group have engaged with them during the year is set out below.
Employees
The CEO and his management team on behalf of the Board engage with employees through a variety of methods including periodic
‘all staff’ updates, information and points of interest, staff forums, group meetings and Town Hall meetings. Further details can be
found in the corporate social responsibility section on page 25.
Shareholders
Our shareholders have been pivotal in supporting the Group and its management team and Board. The Board recognise and
frequently discuss the importance of good, open and constructive relationships with both potential new shareholders as well as
existing shareholders and is committed to this communication. The way in which this has been achieved during the year has been
by our Chief Executive Officer, supported by the management team, maintaining regular contact and meetings with individual and
institutional shareholders, both existing and potential, and communicating and discussing shareholders’ views with the Board. A
number of Board members and employees also hold the Group’s shares and regular communications are provided. Having one
class of share capital ensures all shareholders are treated equally.
The Group’s strategy and results are presented to shareholders through meetings following announcements of the final and interim
results. Shareholders are also invited to meet the Board and management team, who attend the Annual General Meeting. The annual
report and accounts for the year ended 31 March 2024 along with all past accounts, regulatory communications and other material
is set out on the Group’s website at https://www.whirelandplc.com/investor-relations.
Regulators
The Board maintains continuous and open communication with our regulators at the FCA as well as with the London Stock
Exchange. Regular ongoing dialogue has continued through the CEO and CFO with the FCA who receive regular Management
information. The FCA have approved the appointments of each member of the Management team and the Board members as
required.
Clients
Our clients are fundamental to the business of the Group and the Board recognise that their interests are of paramount importance.
Management of WM and CM closely engage with clients to understand their objectives so that the service provided by the business
is appropriate. In WM the client’s profile and the suitability of the investment strategy provided is frequently assessed by our
professional investment managers and this is supplemented by a second line of review from management and our compliance
team. It is recognised that the status of our clients can and does change in line with the environment and vulnerable clients in
particular are identified and discussed at management and at Committee level to ensure that they are provided with the best
possible advice.
In CM the Group’s objective is also to achieve the best outcome and this applies equally to institutional corporate clients. Regular
contact is maintained with them across all departments including corporate broking, corporate finance, trading and research. Our
investor relations team arranges meetings with investors, undertakes site visits and organises events for a wide range of our clients’
teams.
Suppliers, Community and Environment
The Board through its Executive Directors is keenly focused on its key supplier relationships and regularly challenges and reviews
its arrangements. The Group openly encourages its offices and employees to engage in local charitable, community groups and
other causes. Further detail can be found on page 27.
The Board recognises the firm’s duty to act in the best long-term interests of our clients which includes having investment practices
that contribute to the preservation of our planet. The Board has had an active effort to continue on our path towards carbon
neutrality by consuming less as an organisation, providing recycling points in our offices and planting a new tree for every new
investment account opened. Further detail can be found on pages 27-28.
Financial review and Strategic Report
11
Each of the Board members consider that they have acted together, in good faith in a way most likely to promote the success of the
Group for the benefit of its broader range of stakeholders as a whole taking into account section 172 (1) (a-f) of the Companies Act
2006.
Maintaining a reputation for high standards of business conduct
The board supports a culture that encourages the group’s high standards which helps the Group deliver on its strategic objectives.
The board ensures adherence to policies that encourage high performance of employees and regularly receives updates on the
group’s culture through engagement surveys and in the business updates.
Considering the Long Term
The board outlines the Group’s strategy and oversees the framework of governance, risk management and internal controls to with
the long-term success of the business in mind. The strategy is focused on developing the Group’s ability to service the long-term
needs of its clients. Further detail can be found within the Strategic Report on pages 5 – 11. The group operates in a highly regulated
environment. The identification, management and mitigation of risks to the group’s business is key to ensuring the delivery of its
strategy over the longer term, and the consideration of risk plays an important part in decision-making.
The Strategic Report on pages 7 – 11 has been approved by the Board and signed on its behalf by:
S Jackson
Chief Finance Officer
9 August 2024
Directors’ report
12
The Directors present their annual report on the affairs of the Group, together with the financial statements and Independent
Auditors’ Report, for the year ended 31 March 2024.
Going concern
The financial statements of the Group have been prepared on a going concern basis. In making this assessment, the Directors have
prepared detailed financial forecasts for the period to September 2025 which consider the funding and capital position of the Group
and Company. Those forecasts make assumptions in respect of future trading conditions, notably the economic environment and
its impact on the Group’s revenues and costs. In addition to this, the nature of the Group’s business is such that there can be
considerable variation in the timing of cash inflows. The forecasts take into account foreseeable downside risks, based on the
information that is available to the Directors at the time of the approval of these financial statements.
Certain activities of the Group are regulated by the FCA, the statutory regulator for financial services business in the UK which has
responsibility for policy, monitoring and discipline for the financial services industry. The FCA requires the Group’s capital resources
to be adequate; that is sufficient in terms of quantity, quality and availability, in relation to its regulated activities. The Directors
monitor the Group’s regulatory capital resources on a regular basis.
The Directors have conducted full and thorough assessments of the Group’s business and the past financial year has provided a
thorough test of those assessments. The ongoing market conditions presented a range of challenges to the business and during the
year the Group raised additional capital by way of placing of ordinary shares to existing shareholders and new investors raising £5m.
After the year end, the Group sold the CM division which resulted in an up-front reduction in the required regulatory capital.
Additionally, this will also result in cost reductions as expenses related to that division will reduce, with benefits taking effect from
quarter 2 of the financial year. The cost savings have been factored into the forecasts.
Whilst there always remains uncertainty over the economic environment, after the year-end the business has improved its capital
position and likelihood of a return to a break-even position. Further actions open to the Directors include incremental cost
reductions, regulatory capital optimisation programmes or further capital raising.
An analysis of the potential downside impacts was conducted as part of the going concern assessment to assess the potential
impact on revenue and asset values with a particular focus on the variable component parts of our overall revenue, such as
corporate finance fees and commission. Furthermore, reverse stress tests were modelled to assess what level the Group’s business
would need to reduce to before resulting in a liquidity crisis or a breach of regulatory capital. That modelling concluded that
transactional, non-contractual revenue would need to decline by more than 45% from management’s forecasts to create such a
crisis situation within 18 months’ time.
Based on all the aforementioned, the Directors believe that regulatory capital requirements will continue to be met and that the
Group and Company has sufficient liquidity to meet its liabilities for the next 12 months and that the preparation of the financial
statements on a going concern basis remains appropriate.
Subsequent Events
Following the year-end, the Group announced in July 2024 a successful sale of its CM division. The sale of the CM Division will help
to satisfy the Group's objectives by immediately reducing its liabilities, as well as its working and regulatory capital requirements,
while also increasing potential cash inflows if and when the deferred consideration is paid, shortly following the first anniversary of
completion of the Transaction. (see note 33 for further details).
After the year-end settlement to the former shareholders of Harpsden has been reached, with an updated agreement being signed.
The settlement was made by way of payment to the major shareholder of £875k and agreement also being reached with other
original shareholders of Harpsden.
Likely future developments
With the sale of the CM division completing early in the year, the Group will now focus on the reduction of operating costs and
development of growth and finding efficiencies in the business in the coming year.
Directors’ report
13
Financial instruments and risk management
Details of risks and risk management arising from the Group’s financial instruments are set out in note 25 of the financial statements.
Directors
The Directors who held office during the year and their interest in the shares of the Company were as follows:
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Number of shares
Number of shares
S N Lough (resigned 15 November 2023)
N/A
479,544
P A Wale
254,600
254,600
S J Jackson
-
-
H Sinclair (resigned 15 November 2023)
N/A
7,017
T Wood (resigned 15 November 2023)
N/A
44,444
S A Moore (appointed 15 November 2023)
-
-
G G Stran (appointed 15 November 2023)
-
-
Further details of Directors’ service contracts, remuneration, share interests and interests in options over the Company’s shares can
be found in the Remuneration Report on page 30.
Major Shareholdings
At the date of publication of this report, the Company had been notified of the following shareholdings (other than those of the
Directors) of 3% or more of the share capital:
The Company’s Employee Share Ownership Trust (ESOT), the trustee for which is Apex Group Fiduciary Services Limited (formerly
Sanne Fiduciary Services Limited), held 3,117,418 shares (FY23: 3,017,418), at a nominal value of 1p per share. All rights to receive
dividends in respect of these shares have been waived. Further details are in notes 29 and 30 of the Financial Statements. On 18 May
2021 the ESOT, for which Sanne is the trustee, entered into an ESOT Share Purchase Plan (The Plan) to acquire ordinary shares of
1p in the capital of the Company. It is the Company’s and the ESOT’s intention that any ordinary shares acquired will be used to
satisfy the awards made to employees of the Company or the Group. Purchases will be limited to a maximum of 50,000 shares or a
maximum value of £40,000 each month and the Plan, unless renewed, will terminate.
Dividends
No dividends were paid during the year (FY23: nil).
Political Contributions
The Group and Company did not make any political donations or incur any political expenditure during the year (FY23: nil).
Qualifying Third Party Indemnity Provisions
The Company maintains appropriate insurance cover for all of its Directors and officers. Accordingly, qualifying third-party
indemnity provisions, as defined by Section 234 of the Companies Act 2006, were in place during the financial year and remain in
force at the date of this Report.
Ordinary
shares
%
TFG Asset Management UK LLP*
70,559,877
29.90
M Lawson
22,950,134
9.73
UBS Investment Bank
19,855,841
8.41
Hugh Osmond
23,550,000
9.98
Clarendon Trust – Sab Fund B
9,169,999
3.90
*TFG Asset Management also have an indirect interest in a further 20,906,865 existing Ordinary Shares (a further 8.96%) by way of
contract for differences.
Directors’ report
14
Employees
Our employees are vital to the success of the Group. The Group and its employees are committed to delivering a quality service
which meets our own expectations, those of the FCA and those of our clients.
Employees are kept informed and consulted regularly on key issues affecting them and the Group by our intranet and through
regular communication between management and staff.
The Company policy is to give full and fair consideration to all disabled people who apply for employment and seeks to develop the
skills and potential of disabled people, affords them access to training and promotion opportunities and, makes every effort to
retain in suitable employment those staff who may become disabled whilst in the employment of the Group.
Annual General Meeting (AGM)
The resolutions being proposed at the AGM include usual resolutions dealing with the ordinary business of the AGM together with
certain additional special business. A description of all the resolutions is set out within the Notice of AGM document.
Auditors
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no
relevant audit information of which the Company’s auditors are unaware and each Director has taken all the steps that they ought
to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditors
are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.
The auditors, RSM UK LLP have indicated their willingness to continue in office, and a resolution that they will be re-appointed will
be proposed at the AGM.
Directors’ report
15
Directors’ Biographies
Phillip Wale
Chief Executive Officer
Phillip began his career in UK Gilt Edged and convertible bonds, spending 10 years at Goldman Sachs
in New York and then London, as co-head of pan-European equities. He managed the equity
businesses at Commerzbank and then at Knight Securities, where he was appointed European CEO. In
2004 he moved into fund management as CIO of a multi-strategy hedge fund, returning to the sell-side
in 2007 with Collins Stewart working closely with the expansion of the WM product. Phillip joined
Seymour Pierce, the corporate and institutional broker and wealth manager, in 2010 and was
appointed its CEO in 2011. Between 2012 and 2016 he was CEO of Panmure Gordon & Co. Prior to
joining WH Ireland in August 2018, Phillip was Head of Fixed Income (Europe) at Cantor Fitzgerald
Europe.
Simon Jackson
Chief Finance Officer
Simon was Finance Director of Saunderson House Limited from January 2019 until March 2021, prior
to its acquisition by Rathbone Brothers Plc, having previously been Group Finance Director of Brooks
Macdonald Group plc from November 2000 to April 2018. In both roles he helped implement both
organic and inorganic growth strategies whilst building finance capabilities that are essential to meet
the increasing requirements of a growing, regulated business in public markets. Simon’s time at
Brooks Macdonald included its admission to trading on AIM in 2005; between 2005 and 2017, Brooks
Macdonald grew its funds under management from £371m to £11.7bn. Simon qualified as a chartered
accountant with Macintyre Hudson, and spent 10 years with Rutland Trust plc, in a variety of senior
finance roles, prior to joining Brooks Macdonald.
Simon Moore
Independent Non-Executive Chair
Simon has over thirty years’ experience of the banking industry, primarily with Chase Manhattan Bank,
in London and New York, and Barclays between 2004 and 2011 where he was the regional director for
the corporate banking activities in Wales and the South West of England. He is currently chairman of
LV Financial Services, the UK life insurance mutual. He is also a director of RCI Bank UK, the UK arm of
the French bank RCI Groupe, part of the Renault Group. Simon was a director of Cambridge and
Counties Bank from its foundation in 2012 and chairman from 2015, retiring in 2022. From 2013 to 2016,
he served as the International Director of the Confederation of British Industry. Simon was a director,
and latterly chairman of Pennant International Group PLC between 2015 and 2021.
Outside banking and industry, Simon has served as a governor of the University of the West of England
and a trustee of the Wallscourt Foundation, which acts to promote the student experience and
teaching objectives of the university. In addition, Simon is a lay member of the Audit and Risk
Committee of the Recruitment and Employers Confederation and a former non-executive director of
the Government Office of the South West.
Directors’ report
16
Garry Stran
Non-Executive Director
Garry is a financial services professional having had a variety of roles in listed, owner managed, state
and private equity controlled businesses. He has extensive experience across financial services with a
focus on credit risk management, operation transformation and M&A. Garry was with Nationwide
Building Society from 1992 to 2004 as a senior executive and a member of Retail Credit Committee.
Since then he has worked extensively in private equity as both a founder, CEO, NED and Chairman.
From 2014 to 2019, Garry was a non-executive director of Computershare Loan Services Ltd, which
included chairing the Audit and Compliance Committee for part of that time. In 2020, he joined PCF
Group PLC from a leading fintech lender where he played a key role in supporting their rapid growth
plans. Garry is a Member of the Institute of Credit Management (MICM) and holds the Finance and
Leasing Diploma.
The Directors’ report is approved by the Board on 9 August 2024 and signed on its behalf by:
S Jackson
Director
Corporate governance report
17
The Directors of the Company have always endeavoured to apply the appropriate and proportionate level of Corporate Governance
and have done so by seeking to comply with the QCA Corporate Governance Code for Smaller Companies. On 8 March 2018, the
London Stock Exchange issued revised rules for AIM-quoted companies, within which there is a requirement for AIM quoted
companies to apply a recognised corporate governance code from September 2018 and incorporate details of how it complies with
that Code in both its Annual Report and on its website.
The Company has chosen to apply the QCA Corporate Governance Code published in April 2018 (the “QCA Code”) and this Corporate
Governance report is based upon the QCA Code.
This statement has been collectively prepared by the Board of Directors of the Company (the “Board”). The Board refers to the QCA
Corporate Governance Code as a useful guide to assist in articulating how the Company approaches and applies good corporate
governance.
This report sets out the Company’s application of the Code, by the Board, and where appropriate, cross references other sections
of the Annual Report. Where the Company’s practices depart from the expectations of the Code, the Board has given an explanation
as to why.
The QCA Code is constructed around 10 broad principles and a set of disclosures which notes appropriate arrangements for growing
companies and requires companies who have adopted the QCA Code to provide an explanation about how they are meeting those
principles through the prescribed disclosures. In the table below, the Board explains how it has applied them.
QCA Code Principle:
How it should be applied:
How the Company applies it:
1
Establish a
strategy and
business model
which promote
long-term value
for shareholders
The board must be able to express a shared
view of the company’s purpose, business
model and strategy. It should go beyond the
simple description of products and
corporate structures and set out how the
company intends to deliver shareholder
value in the medium to long-term. It should
demonstrate that the delivery of long-term
growth is underpinned by a clear set of
values aimed at protecting the company
from unnecessary risk and securing its long-
term future.
Page 5 of the Company’s Annual Report for the period
ended 31 March 2024 sets out its principal strategy,
which is to focus on continuing to grow the business
across the remaining business division of WM with the
ultimate objective of becoming the leading advice-driven
WM service provider to retail clients, now that the CM
division has been sold.
The risks that attach to this strategy and how such risks
are mitigated are set out on page 17-24 of WHI’s annual
report for the period ended 31 March 2024.
2
Seek to
understand and
meet
shareholder
needs and
expectations
Directors must develop a good
understanding of the needs and
expectations of all elements of the
company’s shareholder base.
The board must manage shareholders’
expectations and should seek to understand
the motivations behind shareholder voting
decisions.
The Board is committed to regular shareholder dialogue
with both its institutional and retail shareholders.
The principal opportunity for the Board to meet
shareholders is at the Company’s AGM, which
shareholders are encouraged to attend.
The Company also has a dedicated email address which
investors can use to contact the Company
(enquiries@whirelandplc.com). The CEO is responsible
for reviewing all communications received from
shareholders and determining the most appropriate
response.
Corporate governance report
18
3.
Take into
account wider
stakeholder and
social
responsibilities
and their
implications for
long-term
success
Long-term success relies upon good
relations with a range of different
stakeholder groups both internal
(workforce) and external (suppliers,
customers, regulators and others). The
board needs to identify the company’s
stakeholders and understand their needs,
interests and expectations.
Where matters that relate to the company’s
impact on society, the communities within
which it operates or the environment have
the potential to affect the company’s ability
to deliver shareholder value over the
medium to long-term, then those matters
must be integrated into the company’s
strategy and business model.
Feedback is an essential part of all control
mechanisms. Systems need to be in place to
solicit, consider and act on feedback from all
stakeholder groups.
The Company’s assessment of its key resources and
relationships is set out on in the s 172 statement on page
10 of WHI’s annual report for the period ended 31 March
2024.
The Directors believe that, in addition to its shareholders,
the main stakeholders of the Company are its clients, its
employees, the communities in which it operates and its
two regulatory bodies (the London Stock Exchange and
the FCA).
The Company dedicates significant time to
understanding and acting on the needs and
requirements of each of these Groups by way of
meetings dedicated to obtained feedback.
The Company is also a member of certain organisations,
such as the Quoted Companies Alliance, which
encourages and facilitates active dialogue with some of
the Company’s key stakeholders.
Linked to this, the Company endeavours to build
relationships with those local communities in which it
operates and some of those initiatives it has invested in,
in recent years, are set out in the Company’s CSR section
of its website.
At the same time the Company is endeavouring to adopt
an Environmental, Social and Governance (ESG)
framework incorporating objectives to minimise the
Company’s environmental impact; to engage staff and
suppliers and to build on the CSR initiatives the
Company is already working on to more broadly support
the communities in which we operate.
4.
Embed effective
risk
management,
considering
both
opportunities
and threats,
throughout the
organisation
The board needs to ensure that the
company’s risk management framework
identifies and addresses all relevant risks in
order to execute and deliver strategy;
companies need to consider their extended
business, including the company’s supply
chain, from key suppliers to end-customer.
Setting strategy includes determining the
extent of exposure to the identified risks that
the company is able to bear and willing to
take (risk tolerance and risk appetite).
Page 9 of the Company’s Annual Report for the period
ended 31 March 2024 sets out the risks to the Company’s
business and outlook, and how such risks are minimised.
Given the areas in which the Company operates, risk is a
particular focus.
The Company employs a Head of Compliance and Risk,
which is a full-time position within the Company and
who is tasked with risk identification, assessment,
management and the measurement of risk and threats
to the business. These risks are recorded within the
Company’s risk register and cover all categories
including human capital risk, regulatory risk, conduct
(client) risk, competition, financial risk, IT and
operational resilience risk and legal risk.
Each risk is ranked on impact and likelihood and
mitigating strategies are identified.
In addition, the Executive Committee, which is formed of
the Executive Directors, the Heads of the business
Corporate governance report
19
divisions, a representative from HR and the Head of
Compliance and Risk meet to assess and monitor these
risks; and discuss any new emerging risks arising in the
day to day business.
The risk register and minutes from the Executive
Committee are reviewed in Board meetings. The
Directors receive progress reports from the Head of
Compliance and Risk directly, to enable them to assess
the effectiveness of the systems in place. These risks and
systems are also tested by the Company’s external and
internal auditors on an annual basis.
5.
Maintain the
board as a well-
functioning,
balanced team
led by the Chair
The board members have a collective
responsibility and legal obligation to
promote the interests of the company and
are collectively responsible for defining
corporate governance arrangements.
Ultimate responsibility for the quality of, and
approach to, corporate governance lies with
the chair of the board.
The board (and any committees) should be
provided with high quality information in a
timely manner to facilitate proper
assessment of the matters requiring a
decision or insight.
The board should have an appropriate
balance between executive and non-
executive directors and should have at least
two independent non- executive directors.
Independence is a board judgement.
The board should be supported by
committees (e.g. audit, remuneration,
nomination) that have the necessary skills
and knowledge to discharge their duties and
responsibilities effectively.
Directors must commit the time necessary
to fulfil their roles.
All strategic decisions are decided by the Board acting
collectively. The Board consists of two Non-Executive
Directors and two Executive Directors. It is considered
that Simon Moore and Garry Stran are independent Non-
Executive Directors.
All Executive Directors are full time Directors of the
Company and the Non-Executive Directors are expected
to commit at least one day a month to the Company in
addition to their attendance at board meetings.
The Board meets approximately 12 times a year; the
Audit Committee and Risk Committee meet
approximately 4 times a year and the Remuneration
Committee meets at least twice a year (and also as
required). All meetings during the period under review
were fully attended by directors.
Board minutes and related papers are circulated to
Directors in good time ahead of the relevant Board
meeting(s).
The Board has established audit, remuneration, risk,
nomination and executive committees which meet
regularly in accordance with their terms of reference. The
details of these committees, including their terms of
reference and composition, are set out below, in this
Corporate Governance Report.
6
Ensure that
between them
the directors
have the
necessary up-
to-date
experience,
skills and
capabilities
The board must have an appropriate
balance of sector, financial and public
markets skills and experience, as well as an
appropriate balance of personal qualities
and capabilities. The board should
understand and challenge its own diversity,
including gender balance, as part of its
composition.
The board should not be dominated by one
person or a group of people. Strong
personal bonds can be important but can
also divide a board.
The Company has four directors being Phillip Wale,
Simon Jackson, Simon Moore and Garry Stran. Details of
these Directors and their relevant experience, skills and
personal qualities are set out at pages 15 to 16 of the
Company’s Annual Report for the period ended 31 March
2024.
The Company periodically holds briefings for the
Directors covering regulations that are relevant to their
role as Directors of an AIM-quoted company.
The Company also has dedicated Human Resources and
Compliance departments and also uses the services of a
number of external training providers. The Directors
therefore have access to certain in-house seminars and
Corporate governance report
20
As companies evolve, the mix of skills and
experience required on the board will
change, and board composition will need to
evolve to reflect this change.
external training courses to assist the Directors in
keeping their skills are kept up to date.
The Board has been supported by Katy Mitchell as
Company Secretary and Head of Legal. Katy is a qualified
corporate lawyer, a chartered company secretary of the
Corporate Governance Institute and a senior Qualified
Executive within the CM department of the Group. The
Board also engages external legal advisers to advise
them, where appropriate and necessary on the legal
aspects of any ongoing regulatory queries.
7.
Evaluate board
performance
based on clear
and relevant
objectives,
seeking
continuous
improvement
The board should regularly review the
effectiveness of its performance as a unit, as
well as that of its committees and the
individual directors.
The board performance review may be
carried out internally or, ideally, externally
facilitated from time to time.
The review should identify development or
mentoring needs of individual directors or
the wider senior management team.
It is healthy for membership of the board to
be periodically refreshed. Succession
planning is a vital task for boards. No
member of the board should become
indispensable.
Evaluation of the performance of the Company’s Board
has historically been implemented in an informal
manner, with the exception of the Executive Directors
who are assessed annually on performance by the Chair.
At this stage a formalised process has not been adopted.
It is intended that the process will be formalised in due
course, and details of the process and its results and
recommendations will be published at a future date.
The Nomination Committee is required to give
recommendations to the Directors where there are
vacancies or where it is felt that additional Directors
should be appointed. For new appointments the search
for candidates is conducted, and appointments are
made, on merit, against objective criteria and with due
regard for the benefits of diversity on the Board.
8.
Promote a
corporate
culture that is
based on ethical
values and
behaviours
The board should embody and promote a
corporate culture that is based on sound
ethical values and behaviours and use it as
an asset and a source of competitive
advantage.
The policy set by the board should be visible
in the actions and decisions of the chief
executive and the rest of the management
team. Corporate values should guide the
objectives and strategy of the company.
The culture should be visible in every aspect
of the business, including recruitment,
nominations, training and engagement. The
performance and reward system should
endorse the desired ethical behaviours
across all levels of the company.
The corporate culture should be
recognisable throughout the disclosures in
the annual report, website and any other
statements issued by the company.
The Board considers it essential that all staff within
businesses are accountable for their actions and have a
Corporate Social Responsibility (“CSR”) policy that
applies throughout the WH Ireland Group of companies
(“the Group”). The Group is committed to carrying out its
operations in a socially responsible manner when
dealing with all of stakeholders and to reporting and
communicating openly on its response to CSR issues.
The Group supports a number of cultural initiatives
across the country, as it firmly believes in the benefits of
high quality cultural programmes, particularly those
which are for the benefit of young people. The Group
wants to forge partnerships with organisations that share
its beliefs and it is important that we play our part in the
communities in which we live and work. The Group also
looks to support initiatives internationally that affect
issues which are important to it.
The Board seeks to ensure that all of its employees are
aware of the Company’s ethical values which embodies
seven core values. These are covered in the mandatory
induction process for new employees and each
employee is also assessed on their adherence to these
values in their annual appraisal which influences
promotion and reward.
Corporate governance report
21
9.
Maintain
governance
structures and
processes that
are fit for
purpose and
support good
decision-
making by the
board
The company should maintain governance
structures and processes in line with its
corporate culture and appropriate to its:
•
size and complexity; and
•
capacity, appetite and tolerance for
risk.
The governance structures should evolve
over time in parallel with its objectives,
strategy and business model to reflect the
development of the company.
The Board has established Audit, Remuneration, Risk,
Nomination and Executive Committees which meet
regularly in accordance with their terms of reference. The
details of these committees, including their terms of
reference and composition, are set out in this Corporate
Governance section. This detail also includes the roles
and responsibilities of each of the Directors, with all the
Non-Executive Directors sitting on each of the sub-
committees of the Board.
The matters reserved for the Board, are set out in the
Board Terms of Reference, and can be summarised as
follows:
-
Reviewing, approving and guiding corporate
strategy, major plans of action, risk appetite and
policies, annual budgets and business plans;
setting performance objectives; monitoring,
implementation and corporate performance;
and overseeing major capital expenditures,
acquisitions and disposals.
-
Monitoring the effectiveness of the Company’s
governance arrangements and practices,
making changes as needed to ensure the
alignment of the Company’s governance
framework with current best practices.
-
Ensuring that appointments to the Board or its
Committees are affected in accordance with the
appropriate governance process.
-
Monitoring and managing potential conflicts of
interest of management, Board members,
shareholders, external advisors and other
service providers, including related party
transactions; and overseeing the process of
disclosure and communications.
-
The Board is also responsible for all other
matters of such importance as to be of
significance to the Group as a whole because of
their strategic, financial or reputational
implications or consequences.
At this stage the Board believes that the governance
framework is appropriate for a Company of its size, but it
continues to keep this under review.
Corporate governance report
22
10
Communicate
how the
company is
governed and is
performing by
maintaining a
dialogue with
shareholders
and other
relevant
stakeholders
A healthy dialogue should exist between the
board and all its stakeholders, including
shareholders, to enable all interested parties
to come to informed decisions about the
company.
Appropriate communication and reporting
structures should exist between the board
and all constituent parts of its shareholder
base. This will assist:
•
the communication of
shareholders’ views to the board;
and
•
the shareholders’ understanding of
the unique circumstances and
constraints faced by the company.
It should be clear where these
communication practices are described
(annual report or website).
The Company is committed to open dialogue with all its
stakeholders. The CEO liaises with the Company’s
principal shareholders, regulators and, where
appropriate, clients and relays their views to the wider
Board.
On the Company’s website shareholders can find all
historical regulatory announcements, Interim Reports
and Annual Reports. Annual Reports and Annual General
Meeting Circulars are posted directly to all registered
shareholders or nominees and results of Annual General
Meeting votes are also published on the Company’s
website. As described earlier, the Company also
maintains email and phone contacts which shareholders
can use to make enquiries or requests.
At the stage the Board does not publish an Audit
Committee Report, but following the appointment of
new Chair of the Audit Committee it will look to adopt
such a report in the coming year.
Following the Company’s AGM the results of all votes will
be made available on the website.
Corporate governance report
23
The Board and its Committees
At the date of this report the Group Board consists of two Executive and two Non-Executive Directors. The Board is responsible for
the overall direction and strategy of the Group and meets regularly throughout the year. Under the Company’s Articles of Association
at every AGM, any Directors:
who have been appointed by the Directors since the last AGM; or
who were not appointed or reappointed at one of the preceding two AGMs,
must retire from office and may offer themselves for reappointment by the members.
The Board has formally established several committees and agreed their terms of reference, as follows:
Remuneration Committee
The principal function is to determine the policy on Executive appointments and remuneration. The committee consists of all the
Non-Executive Directors with Simon Lough as Chair until 16 November 2023 when there was a change in the Non-Executive Directors
of the Company. Since that date Garry Stran now chairs this committee. It is the aim of the committee to attract, retain and motivate
high calibre individuals with a competitive remuneration package.
Remuneration for Executives normally comprises basic salary, bonus, benefits in kind and options. Details of the current Directors’
remuneration are given in the Remuneration Report (page 30).
Other Executive Directors and Risk Committee members may be invited to attend the meetings and the committee has access to
advice from the Head of HR.
Audit Committee
The committee is made up of all the Non-Executive Directors with Tom Wood as Chair until 16 November 2023 when there was a
change in the Non-Executive Directors of the Company. Since that date Garry Stran has chaired this committee. It is responsible for
reviewing the Company’s arrangements with its external and internal auditors, including the cost effectiveness of the audit and the
independence and objectivity of the auditors. It also reviews the application and appropriateness of the Company’s accounting
policies, including any changes to financial reporting requirements brought about by both external and internal requirements and
it considers all major financial announcements made by the Company including its interim and preliminary announcements and
annual report and accounts.
The external auditors, internal auditors and other Executive Directors may be invited to attend the meetings.
Risk Committee
The committee is made up of all the Non-Executive Directors with Helen Sinclair as Chair until 16 November 2023 when there was a
change in the Non-Executive Directors of the Company. Since that date Garry Stran has chaired this committee. It is responsible for
advising the Board on risk appetite, tolerance and strategy, taking into account the current and prospective regulatory and market
environment.
The Committee maintains a constant review of both the Group’s overall risk assessment processes and the effectiveness of the
Group’s internal controls and risk management systems. It advises the Board on proposed strategic transactions that may impact
the risk profile of the Group.
The Head of Compliance and Risk and the Executive Directors may be invited to attend the meetings.
Nomination Committee
The committee consists of all the Non-Executive Directors with Simon Lough as Chair until 16 November 2023 when there was a
change in the Non-Executive Directors of the Company. Since that date Simon Moore now chairs this committee. It is the aim of the
committee to identify and nominate potential candidates to fill Board vacancies; to consider succession planning and to consider
appropriate training for the Board.
Executive Committee
The committee is made up of the senior management of the Group and is chaired by the CEO. The committee is responsible for
oversight of all delegated functions by the Board and the day-to-day operational business. In addition, it is responsible for ensuring
the strategy of the Board is implemented and any issues that need to be communicated to the Board are recorded as such. The
committee is also responsible for ensuring timely identification and resolution of regulatory and compliance issues, ensuring senior
management are aware of significant regulatory matters and to act as a forum to update the Chief Risk and Compliance Officer
about organisational change and new business.
Corporate governance report
24
Internal control
The Board has overall responsibility for the framework of internal control established by the Group and places critical importance
on maintaining a strong control environment. This framework of internal control is designed to manage rather than eliminate the
risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material
misstatement or loss.
Detailed internal control procedures exist throughout the Group’s operations and compliance is monitored by management and
through the Group’s Compliance Department, Internal Audit and the Executive Committees of both business divisions.
By order of the Board.
Simon Jackson
Company Secretary
9 August 2024
Corporate social responsibility
25
We consider it essential that all employees within our business are accountable for their actions and have a Corporate Social
Responsibility (CSR) policy that applies throughout the WH Ireland Group. CSR refers to a company’s sense of responsibility towards
the community and environment in which it operates. It is the process of assessing a company’s impact on society and evaluating
its responsibilities. We are committed to carrying out our operations in a socially responsible manner when dealing with all
stakeholders and to reporting and communicating openly on its response to CSR issues. Our Policy sets out our responsibilities to,
our people, our community and our environment.
1. People
WH Ireland recognises that people are key to our success in delivering on our commitments to our clients. Our recruitment strategy
is therefore pivotal in attracting and retaining high-quality talent to contribute to our long-term success as an organisation. The job
market is becoming progressively more competitive and skill sets continue to grow more diverse. The recruitment process supplies
our business a pool of potential candidates from which thoughtful selection is made to fill positions.
Communicating with our People
Keeping our people up to date with the latest company developments is of the upmost importance, and we frequently publish, by
email, our internal staff communication ‘WH Informed’, as well as engaging with our staff via:
Regular town hall meetings
Morning investment meetings and CM calls
Continual Improvement
We strive to continually improve and innovate in the way we deal with each other across the organisation.
We continue to make enhancements to our performance management processes and regular communication is encouraged. The
training budget has been enhanced meaning that we are able to address more training needs across the Company and as a result
we now have increased the success rate amongst those who are studying. External courses are also encouraged and we believe in
our employees owning their own career path to drive their knowledge and expertise.
We believe that the involvement of our people at all levels as a vital ingredient to our success and to making WH Ireland a great place
to work.
Diversity and inclusion
The policies and practices of WH Ireland aim to promote an environment that is free from all forms of discrimination and we believe
that a diverse and inclusive culture is vital to business success. We seek to broaden the talent pool as skill needs change and
competition for key people increases. The company intends to select the best available person for every vacancy, regardless of sex,
race, colour, religion, ethnic origin, age, disability or sexual orientation.
Employee wellbeing
WH Ireland is a people business and as our most important asset, we are committed to providing our employees with a working
environment that allows them to undertake their employment to the best of their abilities, and in turn to provide the best outcomes
for our clients. We have a strong commitment to the health and wellbeing of all our employees and actively promote the health and
wellness of our people through education and initiatives that:
Encourage habits of wellness
Increase awareness of factors and resources contributing to wellbeing
Inspire and empower individuals to take responsibility for their own health
Support a sense of community
We also operate an Employee Assistance program with Zurich, who offer advice and access to mental health treatment. Calls are
answered by a trained counsellor, and they also offer up to eight face to face/phone/online counselling sessions per issue.
Hybrid working
We offer all of our staff a hybrid working pattern of 60% time in the office and we continue to review and change our ways of working
to ensure that both our business and our people thrive in the post-pandemic world. In addition, we offer bespoke arrangements
where and when necessary, to facilitate home and family needs.
Corporate social responsibility
26
Recognition of our People
The firm aims to attract, retain and motivate employees for contributing to our success by providing consistent remuneration
approach based on fixed salary and discretionary bonuses that are aligned to the performance of the business and its employees.
The Company also offers all employees the opportunities to participate in its comprehensive benefits programme. This package
and the providers will vary from time to time but primarily comprises of:
Employee Health
o
Private Medical Insurance
o
Medicash
o
Eye Tests
Employee Protection
o
Life Assurance
o
Income Protection
Employee Financials
o
Contributory Pension Scheme under the auto-enrolment legislation
Employee Wellbeing
o
Holiday Entitlement
o
Employee Assistance Programme
o
Ride To Work
o
Season Ticket Loan
o
Gym Membership subsidy
o
Discounts on products and services via the Chartered Institute for Securities & Investments (CISI)
Our employee’s perspective…
From Harry Arkwright, Client Services Executive
CM Division
The world of finance, especially CM, has always fascinated me. The industry's analytical challenges and
communication aspects have attracted me to this exciting career path.
When I began my journey at WH Ireland, I was pleasantly surprised by the warmth and support everyone
in the organisation extended to me. My colleagues' eagerness to assist and guide me and the friendly
environment has made my transition from university seamless.
Over the past few months, I have had the privilege of engaging in meetings and interacting with
fascinating individuals. Meeting pioneering companies at the forefront of innovation is inspiring and
reinforces my passion for my work. These experiences have broadened my perspective and enhanced
my networking skills. At WH Ireland, there are abundant opportunities for growth and development.
Every day presents a chance to learn and grow, whether through pursuing professional qualifications,
delivering presentations or gaining insights into business operations. My colleagues and supervisors
encourage me to seize opportunities whilst supporting my Chartered Institute for Securities and
Investment (CISI) Level 4 qualification.
Working alongside experts in the field has deepened my understanding of markets and business
operations, providing invaluable insights for my professional development. The level of inclusion and
autonomy I've experienced in my role has been empowering. I've been entrusted with tasks and given
the authority to take ownership of my work. This environment of trust and enabling individual decision
making has facilitated my learning and encouraged exploration and innovation within my role.
Reflecting on my time at WH Ireland, I realise there's still much to learn and explore in this dynamic
sector. The journey ahead may be extended, but the rewards of working in such a fascinating and
rewarding field and the opportunity to interact with some of the most exciting individuals make it all
worthwhile.
I am excited about the future and the possibilities that await.
Corporate social responsibility
27
2. Community
We are proud to support a number of initiatives across the country. At WH Ireland, we want to forge partnerships with organisations
that share our beliefs and it is important that we play our part in the communities in which we live and work. We also look to support
initiatives internationally that affect issues which are important to us.
Charitable Donations
(more:trees)
We are committed to taking climate action and improving our planet for generations to come, which is why we plant a new tree for
every new investment account opened. These are planted by our tree-planting partner, (more:trees), who operate projects in
Madagascar, Kenya, and Haiti. During the reporting period, we planted 175 trees, which will produce an estimated future CO2
sequestration of 262.5 tonnes. These trees also help support poverty alleviation, life on land and below water, health and wellbeing,
and more.
Supporting our colleagues and local communities
Over the year, we supported a number of events that our employees participated in, namely the Franklin Templeton Football Cup
with proceeds in support of Sarcoma UK. We also sponsored the Henley Youth Festival, which celebrates the talents and
achievements of the young people in the area, supporting and promoting performance and visual arts as well as team and individual
sports events, which local young people might have not otherwise encountered.
Corporate social responsibility
28
3. Environment
Carbon Report
At all levels of the business we strive to broaden our knowledge and expertise on how we can refine our operations to minimise our
environmental footprint and actively provide value where possible. As a member of the local community in our offices across the
UK we see it as our responsibility to contribute towards a more sustainable future. To achieve this, we are committed to creating a
safer and more sustainable working environment, aiming to inspire our employees, clients and local communities.
On our path to carbon neutrality, we have emphasised providing easy access to recycling points within our offices and all of our
office lighting operates on timers to avoid waste.
In compliance with the Streamlined Energy and Carbon Reporting legislation, as a company we voluntarily report our Scope 1 and
Scope 2 emissions. Scope 1 refers to emissions from activities owned or controlled by a company that directly release emissions
such as gas heating, whereas Scope 2 includes the indirect emissions from the generation of purchased electricity. It is not
mandatory for WH Ireland to disclose Scope 3 emissions. These include emissions that the company does not have direct control
over but has some influence over, such as supply chain emissions and employee transportation. WH Ireland has chosen not to
disclose this information.
Despite our energy intensity figure edging higher in the year as a result of our push for employees to return to the office, we expect
to see this figure to come back down over the next 12 months as office capacity remains constant.
Assumptions
Energy usage is listed in kilowatt-hours and has been provided by energy suppliers and building managers. For several of our
properties, management have been unable to provide individual usage from meter readings and we have instead been apportioned
a split of the building’s usage based on the square footage of the office as a proportion of the total square footage of the building.
The landlord for our Henley office was unable to provide electricity consumption data, as our electricity costs included within our
lease agreement. This figure was based on the kilowatt-hour per average change across our other offices in the year.
Year to 31-Mar-24
Year to 31-Mar-23
GHG emissions
Energy consumption
GHG emissions
Energy consumption
Energy and emissions
tCO2e
kWh
tCO2e
kWh
Fuel consumption
-
-
-
-
Scope 1 total
-
-
-
-
Electricity consumption
-
403,450
-
370,272
Scope 2 total
-
403,450
-
370,272
Fuel consumption of
employee vehicles
-
-
-
-
Gross total
-
403,450
-
370,272
Intensity - kWh/sq. ft
-
20.9
-
18.8
Corporate social responsibility
29
Investing responsibly
We believe Environmental, Social, and Governance (ESG) integration and engagement is paramount in today’s investment industry
and as such we incorporate both qualitative and quantitative measures across all investments utilised within WH Ireland client
mandates.
As a responsible investor WH Ireland recognises its duty to act in the best long-term interests of our clients which clearly includes
the preservation of our planet. Where consistent with our responsibilities to clients we are committed to incorporating ESG issues
into our investment practice and to the UN’s Six Principles for Responsible Investment.
We believe that well managed companies are more likely to deliver shareholder value over the longer-term. In our view this means
that they will have effective corporate governance in place and we expect boards to have effective structures and controls in place
to ensure that they do not engage in any activities which are unethical, socially irresponsible or illegal.
This would, for instance, include activities which cause significant long-term harm to the environment or carrying out business which
results in human rights violations or the exploitation of workers.
It should be noted that in most quoted companies an active ESG policy exists.
Where investments are made by third party fund managers in pooled funds or similar vehicles, our requirement is that wherever
practicable, the funds in question should seek to avoid direct investment in companies that fall within the exclusions in its ESG
policy. We do, however, recognise that where investments are made in index-related securities, it is not practicable to pursue an
investment strategy where an indirect investment in such companies coincidentally arises.
We would not ordinarily preclude investment in companies which operate in the alcohol, tobacco or armaments sectors unless this
is a specific restriction imposed by a client.
United Nations Six Principles for Responsible Investment:
Principle 1: We will incorporate ESG issues into investment analysis and decision-making processes.
Principle 2: We will be active owners and incorporate ESG issues into our ownership policies and practices.
Principle 3: We will seek appropriate disclosure on ESG issues by the entities in which we invest.
Principle 4: We will promote acceptance and implementation of the Principles within the investment industry.
Principle 5: We will work together to enhance our effectiveness in implementing the Principles.
Principle 6: We will each report on our activities and progress towards implementing the Principles.
Implementing the Principles
We invest directly in companies and corporate securities and via collective funds. Our research team and investment managers
conduct research, analysis and due diligence before investing on behalf of clients. Before we invest one of our considerations is how
investee companies and collective fund managers have incorporated ESG into their own businesses and investment processes.
UK Stewardship Code, FRC
The Stewardship Code seeks to promote the long-term success of companies in such a way that the ultimate shareholders also
prosper too. Effective stewardship has many benefits, both for companies and their investors as well as the overall economy.
WH Ireland abides by the principles of the Stewardship Code to safeguard the investment value of our clients.
As a responsible shareholder we take an active interest in the companies in which we invest and if we had any significant concerns,
we would initially raise them with the company. In the event that we did not receive a satisfactory response we reserve the right to
vote against the reappointment of the Directors.
We would, in some instances, consider the sale of shares in any offending company as they are unlikely to be a good long-term
investment if they are deemed to be trading in a socially irresponsible manner.
Remuneration report
30
The Directors present the Directors’ Remuneration Report (the “Remuneration Report”) for the financial year ended 31 March 2024.
Composition and Role of the Remuneration Committee
As detailed within the Corporate Governance report, the Board has established a Remuneration Committee which consists of all the
Non-Executive Directors, chaired by Garry Stran.
The committee determines and agrees with the Board the framework and policy of Executive remuneration and the associated costs
to the Group and is responsible for the implementation of that policy. The committee determines the specific remuneration
packages for each of the Executive Directors and no Director or Senior Executive is involved in any decisions regarding their own
remuneration. The committee has access to information and advice provided by the CEO and the CFO and has access to
independent advice where it considers it appropriate.
This report explains how the Group has applied its policy on remuneration paid to Executive Directors.
Framework and Policy on Executive Directors’ Remuneration
The Group’s remuneration policy is designed to provide competitive rewards for its Executive Directors and other Senior Executives,
considering the performance of the Group and the individual Executives, together with comparisons to pay conditions throughout
the markets in which the Group operates. It is the aim of the committee to attract, retain and motivate high calibre individuals with
a competitive remuneration package. It is common practice in the industry for total remuneration to be significantly influenced by
bonuses.
The remuneration packages are constructed to provide a balance between fixed and variable rewards. Therefore, remuneration
packages for Executive Directors and Senior Executives normally include basic salary, bonuses, benefits in kind and options. In
agreeing the level of basic salaries and annual bonuses the committee takes into consideration the total remuneration that
Executives could receive.
Basic Salary
Basic salaries are reviewed on an annual basis or following a significant change in responsibilities. The committee seeks to establish
a basic salary for each Executive determined by individual responsibilities and performance, considering comparable salaries for
similar positions in companies of a similar size in the same market.
Incentive Arrangements
Bonuses
These are designed to reflect the Group’s performance, considering the performance of its peers, the market in which the Group
operates and the Executive’s contribution to that performance.
Performance related contractual incentive scheme
These are designed to reward performance by employees across the Group.
Share options
The Group has six different share ownership plans for employees; CSOP, SAYE, JOE scheme, the 2020 EMI option scheme and an
unapproved share option scheme. In addition, to facilitate some of the option exercises, the Company has an ESOT.
ESOT
The WH Ireland Group plc Employee Share Ownership Trust (ESOT) was established on 19 October 2011, for the purpose of holding
and distributing shares in the Company for the benefit of employees. All costs of the ESOT are borne by Group Companies. 3,117,418
shares (FY23: 3,017,418) are held by Apex Group Fiduciary Services Limited as trustee of the ESOT at the date of this report.
CSOP
Under the terms of the Company Share Option plan, options over the Company’s shares may be granted on a discretionary basis to
employees of the Group (including Directors) at a price which is not less than the market value of the shares at the date of grant.
Performance conditions may be imposed at the discretion of the Board.
In the event of an option holder ceasing to be an employee of the Group, options granted under the CSOP shall lapse (a) on the first
anniversary of an option holder’s death, (b) on the expiry of six months from the date on which an option holder ceases to be an
employee of the Group due to injury, disability, retirement or redundancy or (c) immediately on an option holder ceasing to be an
employee of the Group for any reason other than those referred to in (a) and (b), unless, and to the extent, the Board exercises its
discretion to allow the options to be exercised for a period after the option holder ceases to be an employee of the Group.
Remuneration report
31
SAYE
Under the terms of the Save As You Earn (SAYE) scheme, employees of the Group (including Directors) may be invited to apply for an
option to be granted to them at a price of 90% of the market value of the shares at the date of grant. Employees enter into a savings
contract under which they agree to save a certain amount of salary each month for a specified period, typically three years, with a
view to using those savings to buy shares under the terms of the option.
In the event of an employee leaving before the end of the three year contract because of redundancy, injury, disability or retirement,
the employee will be able to continue saving privately and buy a reduced number of shares (in line with the amount saved) within
six months of leaving using the savings accrued. If the employee leaves before the end of the three years due to resignation, dismissal
on grounds of misconduct or not returning after maternity leave, they would not be able to buy any shares and would have their
funds returned to them. In the event of death prior to the scheme maturing, the deceased’s personal representative(s) would be
able to buy a reduced number of shares within 12 months of the death. A SAYE scheme was introduced in the financial year and is
due to run for three years.
Unapproved Share Option Scheme
Under the terms of the unapproved share option scheme, options over the Company’s shares may be granted on a discretionary
basis to employees and consultants of the Group (including Directors) at a price to be agreed between the Company and the relevant
option holder. Under the terms of the options granted, such options vest on the third anniversary of the award dates; are exercisable
at the market price at the time the option was issued and are exercisable for 10 years after the vesting date.
JOE Scheme
Under the terms of the Joint Share Option Plan, each option holder holds shares jointly with the ESOT. These shares vest subject to
the satisfaction of certain performance criteria agreed between the Company, the ESOT, and the option holder.
2020 EMI Option scheme
During 2020 an Enterprise Management Incentive (EMI) share option scheme was designed and registered with HMRC as an
approved EMI scheme. EMI options are a tax efficient way of granting options to employees. The value of options granted is by
reference to the current market value (CMV) of the Company’s share price at the date of grant and the maximum aggregate value of
granted but un-exercised options outstanding at any one time is £3.0m with an individual maximum allowance at any one time to
an employee of £250,000.
Salary Sacrifice Scheme
During the year, directors agreed to sacrifice a proportion of their respective salaries in consideration of being awarded with options
to subscribe, at nil cost, for a number of New Ordinary Shares, with such options vesting on a monthly basis over such period and
(subject to vesting) which may be exercised in the period of ten years following the date of vesting. Vesting is subject to their
remaining an employee of the Company at the relevant time.
Under Other Employee Benefits
Depending on the terms of their contract certain Executive Directors and Senior Executives are entitled to a range of benefits,
including contributions to individual personal pension plans, private medical insurance and life assurance.
Service Contracts and Notice Periods
The Executive Directors are employed on rolling contracts subject to six months’ notice from either the Executive or the Group, given
at any time. Under certain change in control circumstances the notice period can be subject to extension to 12 months. The service
contracts of the current Executive Directors are available for inspection by any person via the Human Resources department at the
Group’s administrative office during normal office hours on any day except weekends and bank holidays and at the AGM from 9am
on the day of the Meeting until the conclusion of the Meeting.
Contracts of employment for Senior Executives are all on a rolling basis subject to notice periods ranging from three to 12 months
with certain additional provisions triggered in the event of changes in control of the Company.
Service contracts do not provide explicitly for termination payments or damages, but the Group may make payments in lieu of
notice. For this purpose, pay in lieu of notice would consist of basic salary and other relevant emoluments for the relevant notice
period.
Remuneration report
32
External Appointments undertaken by Executive Directors
In the committee’s opinion, experience of other companies’ practices and challenges is valuable for the personal development of
the Group’s Executive Directors and for the Company. It is therefore the Group’s policy to allow Executive Directors to accept Non-
Executive Directorships at other companies, provided the time commitment does not interfere with the Executive Directors’
responsibilities within the Group. Fees are retained by the individual Executive Director.
Non-Executive Directors
All Non-Executive Directors have a letter of appointment for an initial period of 12 months and thereafter on a rolling basis subject
to three months’ notice by either the Non-Executive Director or the Group, given at any time.
The terms and conditions of appointment of Non-Executive Directors are available for inspection by any person via the Human
Resources department at the Group’s administrative office during normal working hours on any day except weekends or bank
holidays and at the AGM from 9am on the day of the Meeting until the conclusion of the Meeting.
Non-Executive Directors’ fees are determined by the Executive Directors having regard to the need to attract high calibre individuals
with the right experience, the time and responsibilities entailed and comparative fees paid in the market in which the Group
operates. They are not eligible for pensions.
Directors’ Emoluments
The remuneration of each Director as listed on page 86, Company Information, excluding share options and awards, during the year
ended 31 March 2024 is set out in the table below:
Salary
Benefits
Total year
ended
31 Mar 2024
Total year ended
31 Mar 2023
Pension
contribution year
ended 31 Mar 2024
Pension contribution
year ended 31 Mar
2023
Executive
P Wale*
350,000
24,216
374,216
470,868
35,000
35,000
S Jackson
230,000
300
230,300
253,300
-
-
Non-Executive
S Lough1
67,500
-
67,500
86,990
-
-
H Sinclair 1
35,625
-
35,625
47,500
-
-
T Wood1
35,625
-
35,625
47,500
-
-
P J Shelley2
-
-
-
31,538
-
-
S Moore3
56,923
-
56,923
-
-
-
G Stran3
36,051
-
36,051
-
-
-
Total
811,724
24,516
836,240
937,696
35,000
35,000
Notes:
1Resigned 15 November 2023
2Resigned 25 April 2022
3 Appointed 15 November 2023
The highest paid Director for 2024 was P Wale receiving emoluments of £374,216 (FY23: P Wale £470,868).
Directors’ Interests in Share Options
Director
General Options
EMI Options
Salary Sacrifice
Options
Total at 31 March
2024
Total at 31 March
2023
P Wale
500,000
350,000
6,666,666
7,516,666
850,000
S Jackson
-
208,333
3,066,666
3,274,999
208,333
At 31 March 2024 the market price of the Company’s shares was 4.25p (FY23 19.0p). The highest daily closing price during the year
was 23.0p (FY23 45.0p) and the lowest daily closing price was 3.5p (FY23 19.0p).
The Salary Sacrificed Options were announced on 28 July 2023.
Statement of Directors’ responsibilities
33
In respect of the Directors’ report and the financial statements
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare group and company financial statements for each financial year. The Directors have
elected under company law and are required by the AIM Rules of the London Stock Exchange to prepare the group financial
statements in accordance with UK-adopted International Accounting Standards and have elected under company law to prepare
the company financial statements in accordance with UK-adopted International Accounting Standards and applicable law.
The Group and Company financial statements are required by law and UK-adopted International Accounting Standards to present
fairly the financial position of the Group and the Company and the financial performance of the Group. The Companies Act 2006
provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true
and fair view are references to their achieving a fair presentation.
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 period.
In preparing each of the Group and Company financial statements, the Directors are required to:
a.
select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c.
state whether they have been prepared in accordance with UK-adopted International Accounting Standards;
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the
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 the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company
and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
Independent Auditor’s report to the Members of WH Ireland Group plc
34
Opinion
We have audited the financial statements of WH Ireland Group Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for
the year ended 31 March 2024 which comprise the consolidated statement of comprehensive income, the consolidated
statement of financial position, company statement of financial position, the consolidated and company statement of cash
flows, the consolidated and company 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 UK-adopted
International Accounting Standards and as regards the parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion:
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at
31 March 2024 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted International Accounting
Standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted International
Accounting Standards and as applied in accordance with the Companies Act 2006; 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.
Summary of our audit approach
Key audit matters
Group
Goodwill and intangible asset impairment and Cash Generating Unit
allocation
IFRS 5 ‘Assets held for sale and discontinued operations’
Parent Company
Impairment of investment in subsidiaries
Materiality
Group
Overall materiality: £100,000 (2023: £109,000)
Performance materiality: £75,000 (2023: £81,700)
Parent Company
Overall materiality: £97,500 (2023: £92,000)
Performance materiality: £73,100 (2023: £69,000)
Scope
Our audit procedures covered 100% of revenue, 100% of total assets and
100% of profit before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group and
parent company 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
Independent Auditor’s report to the Members of WH Ireland Group plc
35
addressed in the context of our audit of the group and parent company financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Goodwill and intangible assets impairment and Cash Generating Unit allocation
Key audit
matter
description
The Directors have set out in the Accounting Policies (note 3) the policy adopted
in relation to the recognition of goodwill and intangible assets and the policy in
relation to impairment of such assets. The key judgements and estimates in
relation to these policies, including the reallocation of goodwill to a single,
enlarged WM cash generating unit (“CGU”) as at 31 March 2024, are set out in
note 4.
Goodwill of £3,539,000 and separately identifiable intangible assets of
£4,225,000 arose on the acquisition of Harpsden WM in December 2020.
Management is required by IAS 36 “Impairment of Assets” to perform an annual
impairment review for cash generating units to which goodwill has been
allocated. The test for impairment compares the carrying value of the CGUs to
which the goodwill and other intangible assets are allocated to their
recoverable amount – being the higher of fair value less any costs to sell or their
value in use (“VIU”).
There is estimation uncertainty as the “headroom” in the impairment
assessment is sensitive to changes in the assumptions used (as set out in note
14). In addition, management have applied judgement in their decision to
reallocate goodwill to a single enlarged CGU. As such, we consider this to be a
key audit matter.
How the
matter was
addressed in
the audit
Our work in relation to this matter included:
Challenging the factors, considered by management, in their judgement to
reallocate goodwill and intangible assets to a single, enlarged CGU at 31 March
2024. In particular, we challenged the independence of cash inflows and the
integration of Harpsden into the WM CGU.
Testing the VIU calculations for mathematical accuracy and consistency with
the requirements of IAS 36.
Assessing the period for which management has prepared forecasts, and the
long-term growth rates used.
Challenging management on the key assumptions used in their forecast
models, including revenue growth and material fixed and variable cash
outflows.
Working with our internal valuation specialists to determine the
appropriateness of the VIU calculation and the accuracy and appropriateness
of the discount rate.
Evaluating the sensitivity analysis prepared by management.
Considering the qualifications, credentials and independence of experts used
by management to assist them in preparing their assessment.
Assessing the completeness and accuracy of disclosures in the financial
statements.
IFRS 5 ‘Assets held for sale and discontinued operations’
Key audit matter
description
As set out in notes 4 and 6, the Group’s two operating segments (WM and
CM) were classified as ‘held for sale’ and the results for the period
presented as ‘Discontinued operations’ in the Consolidated Statement of
Comprehensive Income for the year ended 31 March 2024.
Judgement is required to assess whether the operating segments meet
the criteria within IFRS 5 ‘Assets held for sale and discontinued
operations’ and there is a significant impact on the presentation of the
Independent Auditor’s report to the Members of WH Ireland Group plc
36
results for the period and the associated disposal groups. As such, we
consider this to be a key audit matter.
How the matter
was addressed in
the audit
Our work in relation to this matter included:
Obtaining management’s assessment as to whether the two operating
segments met the criteria within IFRS 5 as at 31 March 2024.
Challenging management as to whether the post year-end
a) failure to sell the WM segment, and
b) decision to revise their plan to dispose of the WM segment
were indicative of the disposal not being “highly probable” at 31 March
2024.
Assessing the completeness and accuracy of disclosures in the financial
statements.
Impairment of investment in subsidiaries
Key audit matter
description
The parent entity has an investment in subsidiaries with a carrying value
of £19.8m (2023: £26.4m) after an impairment of £6.6m was recognised at
31 March 2024.
As set out in notes 3, 4 and 16, management have assessed the carrying
value by reference to the sum of parts, consisting of the two operating
segments (WM and CM).
There is estimation uncertainty in the assessment of the recoverable
value. As such, we consider this to be a key audit matter.
How the matter
was addressed in
the audit
Our work in relation to this matter included:
Obtaining management’s impairment assessment as at 31 March 2024.
Checking the consistency of the valuation of each segment to information
sighted elsewhere during the audit, specifically the VIU of the WM CGU and
estimated consideration receivable from the successful disposal of the CM
segment.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent
of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial
statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative
nature and the size of the misstatements. Based on our professional judgement, we determined materiality as follows:
Group
Parent company
Overall materiality
Overall
materiality:
£100,000
(2023:
£109,000)
Overall materiality: £97,500 (2023:
£92,000)
Basis for determining overall
materiality
5% of Adjusted EBITDA
0.4 % of Net Assets (2023: 0.4%)
Rationale for benchmark
applied
EBTIDA has been used as it is deemed to
be the most relevant measure of the
underlying profitability of the group
Net Assets has been used as it is deemed
to be the most relevant measure of the
underlying value of the company
Performance materiality
£75,000 (2023: £81,700)
£73,100 (2023: £69,000)
Basis for determining
performance materiality
75% of overall materiality
75% of overall materiality
Independent Auditor’s report to the Members of WH Ireland Group plc
37
Reporting of misstatements to
the Audit Committee
Misstatements in excess of £5,000 limit
and misstatements below that threshold
that, in our view, warranted reporting on
qualitative grounds.
Misstatements in excess of £4,870 limit
and misstatements below that threshold
that, in our view, warranted reporting on
qualitative grounds.
An overview of the scope of our audit
The group consists of 3 components, all of which are based in the UK. The coverage achieved by our audit procedures was:
Number of
components
Revenue
Total assets
Profit before tax
Full scope audit
3
100%
100%
100%
Total
3
100%
100%
100%
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:
Understanding how the cash flow forecasts for the going concern period had been prepared and the assumptions
adopted;
Assessing the consistency of the key assumptions used in the going concern forecast compared with those used
elsewhere in supporting the carrying value of goodwill and intangible assets;
Testing the integrity of the forecast model to ensure its mathematical accuracy;
Challenging the key assumptions within the forecast with agreement to supporting data where applicable, including
cash inflows forecast from the successful post year end disposal of the CM division;
Reviewing and challenging the appropriateness of the sensitivity analysis and stress test performed by management
to assess the cash and regulatory capital position of the group.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s or the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact.
We have nothing to report in this regard.
Independent Auditor’s report to the Members of WH Ireland Group plc
38
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 set out on page 33, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient
appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-
compliance with other laws and regulations that may have a material effect on the financial statements, and to respond
appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial
statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement
due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
Independent Auditor’s report to the Members of WH Ireland Group plc
39
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that
the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and
detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit
engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that
the group and parent company operate in and how the group and parent company are complying with the legal and
regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the
risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment
of how and where the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation /
Regulation
Additional audit procedures performed by the Group audit engagement
team included:
UK-adopted IAS
and Companies
Act 2006
Review of the financial statement disclosures and testing to supporting
documentation.
Completion of disclosure checklists to identify areas of non-compliance.
FCA regulations
Review of controls in place to ensure ongoing compliance with FCA regulatory
requirements, including reporting to the Board. In addition, we completed work
to review compliance with FCA laws and regulations.
The areas that we identified as being susceptible to material misstatement due to fraud were:
RISK
AUDIT PROCEDURES PERFORMED BY THE AUDIT ENGAGEMENT TEAM:
Revenue recognition
Tests of detail over different revenue streams, including substantive analytics and tests of
controls for certain income streams.
Goodwill and
intangibles
impairment
Refer to Key Audit Matter above.
Management override
of controls
Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are indicative of a
potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Independent Auditor’s report to the Members of WH Ireland Group plc
40
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.
Malcolm Pirouet (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Address
9 August 2024
Consolidated statement of comprehensive income
41
Year ended
Year ended
31 March 2024
31 March 2023
Note
£'000
£'000
*Restated
Net loss on investments
17
(583)
(2,683)
Release of deferred consideration
8
160
(173)
Pre-tax loss from continuing operations
(423)
(2,856)
Taxation
10
12
-
Post-tax loss from continuing operations
(411)
(2,856)
(Loss)/profit from discontinued operations inc. tax
6
(5,528)
1,033
Loss and total comprehensive income for the year
(5,939)
(1,823)
Earnings per share
12
From continuing operations
Basic and diluted
(0.23p)
(4.83p)
From discontinuing operations
Basic and diluted
(3.15p)
1.75p
Total
Basic and diluted
(3.38p)
(3.08p)
*The 2023 consolidated statement of comprehensive income has been restated to reflect the recognition of a deferred tax asset to
offset the deferred tax liability. Refer to Note 19 for further details.
Notes on pages 48 to 85 are an integral part of these financial statements.
There were no items of other comprehensive income for the current year or prior years.
Consolidated statement of financial position
42
Group
31 March
31 March
31 March
2024
2023
2022
Note
£'000
£'000
*Restated
£'000
*Restated
ASSETS
Non-current assets
Intangible assets
15
-
3,763
4,259
Goodwill
14
-
3,539
3,539
Property, plant and equipment
13
-
569
325
Investments
17
-
820
3,013
Right of use asset
18
-
635
1,168
Deferred tax asset
19
-
-
-
9,326
12,304
Current assets
Trade and other receivables
20
5,098
5,444
5,758
Other investments
21
1,544
2,049
1,912
Cash and cash equivalents
22
4,902
4,234
6,446
Assets held for sale
6
7,994
-
-
Total current assets
19,538
11,727
14,116
Total assets
19,538
21,053
26,420
LIABILITIES
Current liabilities
Trade and other payables
23
(3,232)
(4,013)
(6,681)
Lease liability
18
-
(319)
(376)
Provisions
24
(1,676)
(2,121)
(2,412)
Liabilities classified as held for sale
6
(293)
-
-
Total current liabilities
(5,201)
(6,453)
(9,469)
Non-current liabilities
Deferred tax liability*
19
-
-
-
Lease liability
18
-
(293)
(999)
-
(293)
(999)
Total liabilities
(5,201)
(6,746)
(10,468)
Total net assets
14,337
14,307
15,952
Capital and reserves
Share capital
27
4,965
3,116
3,104
Share premium
27
22,817
19,014
19,014
Other reserves
981
981
981
Retained earnings
(13,312)
(7,711)
(6,247)
Treasury shares
28
(1,114)
(1,093)
(900)
Shareholders’ funds
14,337
14,307
15,952
* The 2023 and 2022 consolidated statement of financial position has been restated to reflect the recognition of a deferred tax
asset to offset the deferred tax liability. Refer to Note 19 for further details.
These financial statements were approved by the Board of Directors on 9 August 2024 and were signed on its behalf by:
S Jackson
Director
Company statement of financial position
43
Company
31 March
31 March
2024
2023
Note
£'000
£'000
ASSETS
Non-current assets
Investment in subsidiaries
16
19,848
26,448
Loan receivable
28
1,114
1,093
Amounts owed from Group
companies
20
4,676
-
25,638
27,541
Current assets
Trade and other receivables
20
44
29
44
29
Total assets
25,682
27,570
LIABILITIES
Current liabilities
Trade and other payables
23
(750)
(1,136)
Provisions
24
(1,229)
(2,121)
Total liabilities
(1,979)
(3,257)
Total net assets
23,703
24,313
Capital and reserves
Share capital
27
4,965
3,116
Share premium
27
22,817
19,014
Other reserves
228
228
Retained earnings
(4,307)
1,955
Shareholders’ funds
23,703
24,313
The notes on pages 48 to 85 are an integral part of these financial statements.
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 not to present the Company
statement of comprehensive income. The loss after tax of the Company for the year was £6.6m (FY23: £nil).
These financial statements were approved by the Board of Directors on 9 August 2024 and were signed on its behalf by:
S Jackson
Director
Consolidated and Company statement of cash flows
44
Group
Company
Year ended
Year ended
Year ended
Year ended
31 Mar 2024
31 Mar 2023
31 Mar 2024
31 Mar 2023
Notes
£'000
£'000
*restated
£'000
£'000
Operating activities:
Loss for the year
(5,939)
(1,823)
(6,600)
-
(5,939)
(1,823)
(6,600)
-
Adjustments for non-cash items:
Depreciation and amortisation
13, 15, 18
624
1,093
-
-
Finance income
8
-
(10)
-
-
Movement in deferred consideration
8
(160)
173
(160)
173
Finance expense
8
21
51
-
-
Tax
10
(12)
-
-
-
Non-cash adjustment for share option charge
7
338
359
338
359
Non-cash adjustment for investment gains
17, 21
583
2,683
-
-
Non-cash consideration for revenue
(761)
(1,096)
-
-
Non-cash adjustment for right of use assets
18
-
(125)
-
-
Impairment
16
-
-
6,600
-
Working capital changes:
Decrease / (increase) in trade and other receivables
346
314
(4,851)
88
(Decrease) / increase in trade and other payables and
provisions**
(336)
(2,668)
(228)
(1,221)
Net cash (used in) / generated from operations
(5,296)
(1,049)
(4,901)
(601)
Income taxes received/(paid)
10
-
-
-
Net cash outflows from operating activities
(5,296)
(1,049)
(4,901)
(601)
Investing activities:
Acquisition of property, plant and equipment
13
(16)
(475)
-
-
Decrease / (increase) in loan receivables
-
-
(21)
(193)
Interest received
8
12
10
-
-
Cash received on disposal of investments and warrants
17, 21
1,408
430
-
-
Deferred consideration paid*
24
(78)
(464)
(78)
(464)
Net cash generated from / (used in) investing activities
1,326
(499)
(99)
(657)
Finance activities:
Proceeds from issue of share capital
27
5,000
12
5,000
12
Purchase of own shares by Employee Benefit Trust
(21)
(193)
-
-
Interest paid
8
-
-
-
-
Lease liability payments
(340)
(483)
-
-
Net cash generated from/ (used in) financing activities
4,639
(664)
5,000
12
Net increase / (decrease) in cash and cash equivalents
668
(2,212)
-
(1,246)
Cash and cash equivalents at beginning of year
4,234
6,446
-
1,246
Cash and cash equivalents at end of year
4,902
4,234
-
-
*The 2023 consolidated statement of financial position has been restated to reflect the recognition of a deferred tax asset to offset the deferred tax
liability. Refer to Note 19 for further details.
In the prior year, Deferred consideration paid of £464k had been presented as a Financing activity. The cash flow relates to the payment of deferred
consideration relating to the acquisition of Harpsden WM Limited, which is an Investing activity. The comparative has been restated accordingly.
Consolidated and Company statement of cash flows
45
Non-cash transaction:
** During the period, outstanding deferred consideration of £654k was settled via issue of shares (refer to note 24)
Reconciliation of Group and Company liabilities arising from financing activities in the year:
As at
Cash flows
Non-cash
As at
1 April 2023
changes
31 March 2024
Group
£'000
£'000
£'000
£'000
Lease liability
612
(340)
21
293
612
(340)
21
293
Reconciliation of Group and Company liabilities arising from financing activities in the prior year:
As at
Cash flows
Non-cash
As at
1 April 2022
changes
31 March 2023
Group
£'000
£'000
£'000
£'000
Lease liability
1,375
(483)
(280)
612
1,375
(483)
(280)
612
There are no Company liabilities arising from financing activities.
The notes on pages 48 to 85 are an integral part of these financial statements.
Consolidated and Company statement of changes in equity
46
Share
Share
Other
Retained
Treasury
Total
capital
premium
reserves
earnings
shares
equity
Group
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 April 2022 (As originally
stated)
3,104
19,014
981
(6,789)
(900)
15,410
Prior year adjustment*
-
-
-
542
-
542
Balance at 1 April 2022 (As restated)
3,104
19,014
981
(6,247)
(900)
15,952
Loss and total comprehensive income for
the year (Previously stated as £1,944k)
-
-
-
(1,823)
-
(1,823)
Transactions with owners in their capacity as owners:
Employee share option scheme
-
-
-
359
-
359
New share capital issued
12
-
-
-
-
12
Purchase of own shares by Employee
Benefit Trust
-
-
-
-
(193)
(193)
Balance at 31 March 2023 (As restated)
3,116
19,014
981
(7,711)
(1,093)
14,307
Loss and total comprehensive income for
the year
-
-
-
(5,939)
-
(5,939)
Transactions with owners in their capacity as owners:
Employee share option scheme
-
-
-
338
-
338
New share capital issued**
1,849
3,928
-
-
-
5,777
Share issue costs
-
(125)
-
-
-
(125)
Purchase of own shares by Employee
Benefit Trust
-
-
-
-
(21)
(21)
Balance at 31 March 2024
4,965
22,817
981
(13,312)
(1,114)
14,337
*The 2023 Consolidated and Company statement of changes in equity has been restated to reflect the recognition of a deferred tax
asset to offset the deferred tax liability. Refer to Note 19 for further details.
**See further details in note 27.
The notes on pages 48 to 85 are an integral part of these financial statements.
Retained earnings include £10k (2023: £10k) ESOT reserve.
Consolidated and Company statement of changes in equity
47
Share
Share
Other
Retained
Treasury
Total
capital
premium
reserves
earnings
shares
equity
Company
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 April 2022
3,104
19,014
228
1,596
-
23,942
Profit / (loss) and total comprehensive income
for the year
-
-
-
-
-
Transactions with owners in their capacity as owners:
Employee share option scheme
-
-
-
359
-
359
New share capital issued
12
-
-
-
-
12
Balance at 31 March 2023
3,116
19,014
228
1,955
-
24,313
Profit / (loss) and total comprehensive income
for the year
-
-
-
(6,600)
-
(6,600)
Transactions with owners in their capacity as owners:
Employee share option scheme
-
-
-
338
-
338
New share capital issued (note 27)
1,849
3,928
-
-
-
5,777
Share issue costs
-
(125)
-
-
-
(125)
Balance at 31 March 2024
4,965
22,817
228
(4,307)
-
23,703
The notes on pages 48 to 85 are an integral part of these financial statements.
The nature and purpose of each reserve, whether consolidated or Company only, is summarised below:
Share premium
The share premium is the amount raised on the issue of shares that is in excess of the nominal value of those shares and is recorded
less any direct costs of issue.
Other reserves
Other reserves comprise a (consolidated) merger reserve of £753k (FY23: £753k) and a (consolidated and company) capital
redemption reserve of £228k (FY23: £228k).
Retained earnings
Retained earnings reflect accumulated income, expenses, gains and losses, recognised in the statement of comprehensive income
and the statement of recognised income and expense and is net of dividends paid to shareholders. It includes £10k (FY23: £10k) of
ESOT reserve.
Treasury shares
Purchases of the Company’s own shares in the market are presented as a deduction from equity, at the amount paid, including
transaction costs. That is, shares are shown as a separate class of shareholders’ equity with a debit balance. This includes shares in
the Company held by the EBT or ESOT, both of which are consolidated within the consolidated figures.
Notes to the financial statements
48
1. General information
WH Ireland Group plc is a public company incorporated in the United Kingdom. The shares of the Company are traded on the AIM,
a market of the London Stock Exchange Group plc. The address of its registered office is 24 Martin Lane, London, EC4R 0DR.
Basis of preparation
The consolidated and Parent Company financial statements have been prepared in accordance with International Accounting
Standards as adopted by the UK and in accordance with the Companies Act 2006. The principal accounting policies adopted in the
preparation of the consolidated financial statements are set out in note 3. The policies have been consistently applied to all the
years presented, unless otherwise stated.
The consolidated financial statements are presented in British Pounds (GBP), which is also the Group’s functional currency. Amounts
are rounded to the nearest thousand, unless otherwise stated.
Going concern
The financial statements of the Group have been prepared on a going concern basis. In making this assessment, the Directors have
prepared detailed financial forecasts for the period to September 2025 which consider the funding and capital position of the Group
and Company. Those forecasts make assumptions in respect of future trading conditions, notably the economic environment and
its impact on the Group’s revenues and costs. In addition to this, the nature of the Group’s business is such that there can be
considerable variation in the timing of cash inflows. The forecasts take into account foreseeable downside risks, based on the
information that is available to the Directors at the time of the approval of these financial statements.
Certain activities of the Group are regulated by the FCA, the statutory regulator for financial services business in the UK which has
responsibility for policy, monitoring and discipline for the financial services industry. The FCA requires the Group’s capital resources
to be adequate; that is sufficient in terms of quantity, quality and availability, in relation to its regulated activities. The Directors
monitor the Group’s regulatory capital resources on a regular basis.
The Directors have conducted full and thorough assessments of the Group’s business and the past financial year has provided a
thorough test of those assessments. The ongoing market conditions presented a range of challenges to the business and during the
year the Group raised additional capital by way of placing of ordinary shares to existing shareholders and new investors raising £5m.
After the year end, the Group sold the CM division which resulted in an up-front reduction in the required regulatory capital.
Additionally, this will also result in cost reductions as expenses related to that division will reduce, with benefits taking effect from
quarter 2 of the financial year. The cost savings have been factored into the forecasts.
Whilst there always remains uncertainty over the economic environment, after the year-end the business has improved its capital
position and likelihood of a return to a break-even position. Further actions open to the Directors include incremental cost
reductions, regulatory capital optimisation programmes or further capital raising.
An analysis of the potential downside impacts was conducted as part of the going concern assessment to assess the potential
impact on revenue and asset values with a particular focus on the variable component parts of our overall revenue. Furthermore,
reverse stress tests were modelled to assess what level the Group’s business would need to reduce to before resulting in a liquidity
crisis or a breach of regulatory capital. That modelling concluded that all revenue would need to decline by more than 45% from
management’s forecasts to create such a crisis situation within 18 months’ time.
Based on all the aforementioned, the Directors believe that regulatory capital requirements will continue to be met and that the
Group and Company has sufficient liquidity to meet its liabilities for the next 12 months and that the preparation of the financial
statements on a going concern basis remains appropriate.
Notes to the financial statements
49
2. Adoption of new and revised standards
New and amended standards that are effective for the current year
A number of new or amended standards became applicable for the current reporting period and as a result the Group and Company
has applied the following standards:
- IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current and Classification of
Liabilities as Current or Non-Current – Deferral of Effect Date. Non-current Liabilities with covenants
The above requirements did not have a material impact on the financial statements of the group or company.
New standards, interpretations and amendments not yet effective
Name
Description
Effective date
IAS 1
Non-current Liabilities with covenants
1 January 2024
The Directors do not expect the adoption of these standards and amendments to have a material impact on the Financial
Statements.
3. Significant accounting policies
Basis of consolidation
Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the
following elements are present: power over the investee, exposure to variable returns from the investee and the ability of the investor
to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be
a change in any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they formed a
single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated
financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial
position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the
date on which control is obtained until the date on which control ceased.
In the Company’s accounts, investments in subsidiary undertakings are stated at cost less any provision for impairment.
Business combinations
All business combinations are accounted for by applying the purchase method. The purchase method involves recognition, at fair
value, of all identifiable assets and liabilities, including contingent liabilities, of the subsidiary at the acquisition date, regardless of
whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. The cost of business
combinations is measured based on the fair value of the equity or debt instruments issued and cash or other consideration paid,
plus any directly attributable costs. Any directly attributable costs relating to business combinations before or after the acquisition
date are charged to the statement of comprehensive income in the period in which they are incurred.
Goodwill arising on a business combination represents the excess of cost over the fair value of the Group’s share of the identifiable
net assets acquired and is stated at cost less any accumulated impairment losses. The cash generating units to which goodwill is
allocated are tested annually for impairment. Any impairment is recognised immediately in administrative expenses in the
statement of comprehensive income and is not subsequently reversed. On disposal of a subsidiary the attributable amount of
goodwill that has not been subject to impairment is included in the determination of the profit or loss on disposal.
Notes to the financial statements
50
3. Significant accounting policies (continued)
Revenue
WM (WM)
Management and custody fees
Investment management fees are recognised in the period in which the related service is provided. It is a variable fee based on the
average daily market value of assets under management and is invoiced on a calendar quarter basis in arrears. The performance
obligation is satisfied over time as the contractual obligations are on ongoing throughout the period under contract. The revenue
accrued but not yet invoiced is recognised as a contract asset.
Initial and ongoing advisory fees
Initial advisory fees are charged to clients on a fixed one-off fee agreement. The performance obligation is satisfied as the initial
advice is provided. Ongoing advisory fees are variable fees based on the average daily market value of assets under management
and invoiced on a calendar quarter basis in arrears. Both initial and ongoing advisory fees are recognised in the period in which the
related service is provided. The performance obligation of ongoing advice is satisfied over time as the contractual obligations are
ongoing throughout the period under contract. The revenue accrued but not yet invoiced is recognised as a contract asset.
Commission and transaction charges
Commission is recognised when receivable in accordance with the date of settlement. It is a variable fee based on a percentage of
the transaction and therefore the performance obligation is satisfied at the date of the underlying transaction. The transaction price
is calculated based on the agreed percentage of the underlying consideration of the trade. The underlying consideration being the
number of shares multiplied by the share price at the time of the underlying transaction.
CM (CM)
Commission
Brokerage commission is recognised when receivable in accordance with the date of settlement. It is a variable fee based on a
percentage of the transaction and therefore performance obligation is satisfied at the date of the underlying transaction. The
transaction price is calculated based on the agreed percentage of the underlying consideration of the trade. The underlying
consideration being the number of shares multiplied by the share price at the time of the underlying transaction.
Corporate finance advisory fees
Corporate finance advisory fees are fixed fees agreed on a deal by deal basis and might include non-cash consideration received in
the form of shares, loan notes, warrants or other financial instruments recognised at the fair value on the date of receipt and
therefore the performance obligation is satisfied over time when the Group has met the performance obligations per the contract.
Retainer fees
Retainer fees are recognised over the length of time of the agreement. Fees are fixed and invoiced quarterly in advance based on
the agreed engagement letter. The performance obligation is satisfied over time as the contractual obligations are on ongoing
throughout the period under contract. The deferred revenue is recognised as a contract liability.
Corporate placing commissions
Corporate placing commissions are variable fees agreed on a deal-by-deal basis based on a percentage of the funds raised as part
of a transaction. This includes non-cash consideration received in the form of shares, loan notes, warrants or other financial
instruments recognised at the fair value on the date of receipt. Given that fees related to this work are success based, there is a
significant risk of reversal of the variable revenue and therefore the performance obligation is satisfied at a point in time when the
transaction is completed. The combination of corporate placing commissions and corporate finance advisory fees are referred to
as corporate success fees.
Notes to the financial statements
51
3. Significant accounting policies (continued)
Employee benefits
The Group contributes to employees’ individual money purchase personal pension schemes. The assets of the schemes are held
separately from those of the Group in independently administered funds. The amount charged to the statement of comprehensive
income represents the contributions payable to the schemes in respect of the period to which they relate.
Short-term employee benefits are those that fall due for payment within 12 months of the end of the period in which employees
render the related service. The cost of short-term benefits is not discounted and is recognised in the period in which the related
service is rendered. Short-term employee benefits include cash-based incentive schemes and annual bonuses.
Share-based payments
The share option programmes allow Group employees to receive remuneration in the form of equity-settled share-based payments
granted by the Company.
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are
granted. The fair value of the options granted is measured using an option valuation model. The cost of equity-settled transactions
is recognised, together with a corresponding increase in equity, over the period in which the performance or service conditions are
fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (the vesting
date). The cumulative expense recognised for equity settled transactions, at each reporting date until the vesting date, reflects the
extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately
vest. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense
recognised at the beginning and end of that period.
Where the terms of an equity-settled award are modified, an incremental value is calculated as the difference between the fair value
of the repriced option and the fair value of the original option at the date of re-pricing. This incremental value is then recognised as
an expense over the remaining vesting period in addition to the amount recognised in respect of the original option grant.
Where an equity-settled award is cancelled or settled (that is, cancelled with some form of compensation) it is treated as if it had
vested on the date of cancellation and any expense not yet recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award and is designated as a replacement award on the date that it is
granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous
paragraph. Any compensation paid up to the fair value of the award is accounted for as a deduction from equity. Where an award is
cancelled by forfeiture, when the vesting conditions are not satisfied, any costs already recognised are reversed (subject to
exceptions for market conditions).
In all instances, the charge/credit is taken to the statement of comprehensive income of the Group or Company by which the
individual concerned is employed.
Employee Share Ownership Trust (ESOT)
The Company has established an ESOT. The assets and liabilities of this trust comprise shares in the Company and loan balances
due to the Company. The Group includes the ESOT within these consolidated Financial Statements and therefore recognises a
Treasury shares reserve in respect of the amounts loaned to the ESOT and used to purchase shares in the Company. Any cash
received by the ESOT on disposal of the shares it holds, will be used to repay the loan to the Company.
The costs of purchasing Treasury shares are shown as a deduction against equity. The proceeds from the sale of own shares held
increase equity. Neither the purchase nor sale of treasury shares leads to a gain or loss being recognised in the consolidated
statement of comprehensive income.
Notes to the financial statements
52
3. Significant accounting policies (continued)
Income taxes
Income tax on the profit or loss for the years presented, comprising current tax and deferred tax, is recognised in the statement of
comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in
equity.
Current tax is the expected tax payable on the taxable income for the year, using rates enacted or substantively enacted at the
reporting year-end date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided for temporary differences, at the reporting year-end date, between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes. The following temporary differences are not provided for;
goodwill which is not deductible for tax purposes;
the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and
temporary differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantively enacted at the reporting period end date (note 19).
A deferred tax asset is recognised for all deductible temporary differences and unused tax losses only to the extent that it is probable
that future taxable profits will be available against which the assets can be utilised.
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and impairment. Depreciation is calculated, using the straight-
line method, to write down the cost or revalued amount of plant and equipment over the assets’ expected useful lives, to their
residual values, as follows:
Computers, fixtures and fittings
–
4 to 7 years
Intangible assets
Measurement
Intangible assets with finite useful lives that are acquired separately are measured, on initial recognition at cost. Following initial
recognition, they are carried at cost less accumulated amortisation and any accumulated impairment. The cost of intangible
assets acquired in a business combination is their fair value at the date of acquisition.
Intangible assets other than goodwill are amortised over the expected pattern of their consumption of future economic benefits, to
write down the cost of the intangible assets to their residual values as follows:
Client relationships
–
10 to 12 years
Brand
–
2 years
The amortisation period and method for an intangible asset are reviewed at least at each financial year end. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the asset or its residual value are
accounted for by changing the amortisation period or method.
Notes to the financial statements
53
3. Significant accounting policies (continued)
Intangible assets (continued)
Impairment
The carrying amounts of the Group’s intangible assets, excluding goodwill, are reviewed when there is an indicator of impairment
and the asset’s recoverable amount is estimated.
The recoverable amount is the higher of the asset’s fair value less costs to sell (or net selling price) and its value-in-use. Value-in-use
is the discounted present value of estimated future cash inflows expected to arise from the continuing use of the asset and from its
disposal at the end of its useful life. Where the recoverable amount of an individual asset cannot be identified, it is calculated for the
smallest cash-generating unit (CGU) to which the asset belongs. A CGU is the smallest identifiable group of assets that generates
cash inflows independently.
When the carrying amount of an asset (or CGU) exceeds its recoverable amount, the asset (or CGU) is considered to be impaired and
is written down to its recoverable amount. An impairment loss is immediately recognised as an expense. Any subsequent reversal
of impairment credited to the statement of comprehensive income shall not cause the carrying amount of the intangible asset to
exceed the carrying amount that would have been determined had no impairment been recognised.
Impairment of assets
Goodwill and other intangible assets that have an indefinite life are not subject to amortisation, they are tested annually for
impairment. Other assets are tested for impairment when any changes in circumstance indicate the carrying amount is possibly not
recoverable. An impairment loss is recognised when the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs to sell and the value in use. Goodwill is allocated to cash generating units for
the purpose of assessing impairment, assets (excluding goodwill) are grouped together based on the assets that independently
generates cash flow whose cash flow is largely independent of the cash flows generated by other assets (cash generating units).
Leased assets
Measurement and recognition of leases as a lessee
For any new lease contracts entered into on or after 1 April 2019, as permitted under IFRS 16, the Group recognises a right of use
asset and a lease liability except for:
Leases with a term of 12 months or less from the lease commencement date
Leases of low value assets
Lease liabilities are measured at the present value of the unpaid lease payments discounted using an incremental borrowing rate.
Right of use assets are initially measured at the amount of the lease liabilities plus initial direct costs, costs associated with removal
and restoration and payments previously made. Right of use assets are amortised on a straight-line basis over the term of the lease.
Lease liabilities are subsequently increased by the interest charge using the incremental borrowing rate and reduced by the principal
lease.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Notes to the financial statements
54
3. Significant accounting policies (continued)
Financial assets and liabilities
Investments are recognised and derecognised on the trade date where the purchase or sale of an investment is under a contract
whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially
measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which
are initially measured at fair value.
Assets and liabilities are presented net where there is a legal right to offset and an intention to settle in that way.
The three principal classification categories for financial assets are: measured at amortised cost, fair value through other
comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The classification of financial assets under IFRS 9 is
generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
Financial assets are not reclassified after their initial recognition unless the Group changes its business model for managing financial
assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in
the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent
changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial
recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at
amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise
arise.
Assets held at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are
recognised in profit or loss.
Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. Trade receivables and other receivables are measured and carried at amortised cost using
the effective interest method, less any impairment. If impaired, the carrying amount of other receivables is reduced by the
impairment loss directly and a charge is recorded in the Income Statement. For trade receivables, the carrying amount is reduced
by the expected credit lifetime losses under the simplified approach permitted under IFRS9. Subsequent recoveries of amounts
previously written off are credited against the allowance account and changes in the carrying amount of the allowance account are
recognised in the Income Statement.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless
the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and
are never reclassified to profit or loss.
The following financial assets & liabilities are held at FVTPL; investments and deferred consideration. The following financial assets
and liabilities are held at amortised cost; Cash and cash equivalents, trade and other receivables, contract assets, trade and other
payables and lease liabilities.
Trade payables
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the
carrying amount of trade payables approximates to their fair value.
Deferred consideration
Deferred consideration is recognised at the discounted present value of amounts payable. After initial recognition, it is rebased over
the period in which the consideration is payable, with the unwinding of the discount being taken to the statement of comprehensive
income.
Notes to the financial statements
55
4. Critical accounting judgements and key sources of estimation and uncertainty
The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including reasonable
expectations of future events. The estimates and judgements that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below:
Identification and classification of discontinued operations and disposal group assets and liabilities
Management was required to assess both divisions against criteria set out in IFRS 5 on whether they would be classed as
discontinued operations. During the year, the Group pursued a sale of both the WM and CM divisions. Both sales were judged to be
highly probable at year end and so have been classified as ‘held for sale’. The sale of the divisions were deemed to be highly probable
on the date bids were received from the preferred bidders. This was 31st October 2023 for WM and 15th February 2024 for CM. At year
end both divisions have been classed as such and assets and liabilities held for sale have been allocated to the associated disposal
groups.
Post year end, the WM sale fell through and there was an initial attempt to find an alternative buyer. However, following the
successful sale of the CM business and positive impact that has on the group’s cash flows and regulatory capital, management felt
that this transaction essentially gave more time to make a decision on the future of the WM division. The intention to continue
operating the WM division became the preferred option. As this decision was made post year end, it is not indicative of circumstances
that existed at the year end, an adjustment is therefore not necessary to be made at 31 March 2024 and the WM division remains
classified as held for sale at that date.
The Statement of Comprehensive Income shows the results from the discontinued operations. The Statement of Financial Position has
the assets and liabilities held for sale. These have been allocated to the disposal groups as detailed in note 6.
Amortisation and impairment of non-financial assets
As noted above, the Group estimates the useful economic lives of intangible assets, in order to calculate the appropriate
amortisation charge. This is done by the Directors using their knowledge of the markets and business conditions that generated the
asset, together with their judgement of how these will change in the foreseeable future. Note 14 outlines the details of the value in
use calculation and the assumptions made in this.
Where an indicator of impairment exists, value in use calculations are performed to determine the appropriate carrying value of the
asset. The value in use calculation requires the Directors to estimate the future cash flows expected to arise for the CGU and a
suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material
impairment loss may arise.
Goodwill is subject to an annual impairment review which is performed by comparing the recoverable amount of the CGU to its
carrying value. The recoverable amount is the higher of the value in use and fair value to sell less costs.
Single enlarged CGU
The assets directly relating to the Harpsden acquisition, together with the in-place workforce and directly attributable revenue and
costs were previously separated in an independent CGU within WH Ireland. The goodwill and intangibles were previously allocated
to the Harpsden CGU, these have now been reallocated to the WM CGU. There no longer exists cash inflows for Harpsden that are
largely independent. Instead the cash inflows for Harpsden are dependent on, and can be substituted with, cash inflows in respect
of the WM division as a whole. It is therefore now the view of management that a change in CGUs is justified due to the further
integration of the Harpsden clients and operations into the wider WM division.
Although the integration of Harpsden into the wider WM division has occurred over time, there are a few factors that have triggered
a change in identification. The main factor is the interdependence on cash inflows for Harpsden on the cash inflows of the WM
division. Other items judged to trigger this change in identification include redistribution of Harpsden AUM across the division,
deregulation of the Harpsden entity with the FCA, internal reporting of the branches within the WM division and the use of group
resources being shared across the division.
Notes to the financial statements
56
Investments in subsidiaries
Where an indicator of impairment exists, management uses its judgement to assess the carrying value of the asset by determining
the fair value by independent assessment of the carrying value of the business units. The carrying value of investments in
subsidiaries, prior to impairment, on 31 March 2024 was £26.4m (FY23: £26.4m) (see note 16).The market capitalisation of WH Ireland
Group Plc is £9.5m which is less than the £26.4m holding of WHI Ltd and Harpsden Ltd together, which could indicate an impairment.
At the year-ended 31 March 2024, the carrying values of the investments in subsidiaries were consequently assessed for indicators
of impairment. The recoverable value of the two CGUs were calculated using the Value in Use of WM and the sale price of CM.
The value of investment in subsidiaries were considered in the sum of two parts, for the two CGUs. The WM CGU was valued by
calculating its value in use (note 14). CM was assessed with reference to the consideration for the disposal of the division which
occurred post year end (see note 33).
The sum of the two parts was £19.85m, resulting in an impairment of £6.6m (note 16).
5. Segment information
The Group has two principal operating segments, WM (WM) and CM (CM) and a number of central office costs that do not fall into
either of these operating segments. At 31 March 2024 both of these operating segments met the criteria in IFRS 5 to be classified as
discontinued operations (see note 6 & 33). This information has been disclosed to enable users of the financial statements to see
the breakdown of the groups result from discontinued operations by segment.
WM offers investment management advice and services to individuals and contains our Wealth Planning business, giving advice on
and acting as intermediary for a range of financial products. CM provides corporate finance and corporate broking advice and
services to companies and acts as Nominated Adviser (Nomad) to clients traded on the AIM and contains our Institutional Sales and
Research business, which carries out stockbroking activities on behalf of companies as well as conducting research into markets of
interest to its clients.
Both divisions are located in the UK. Each reportable segment has a segment manager who is directly accountable to, and maintains
regular contact with, the Chief Executive Officer.
No customer represents more than ten percent of the Group’s revenue (FY23: nil).
The following tables represent revenue and cost information for the Group’s business segments. The key line items below are not
consistent with the statement of comprehensive income.
Year ended 31 March 2024
WM
CM
Central
Office
Group
£'000
£'000
£'000
£'000
Revenue
11,891
9,574
-
21,465
Direct costs
(9,628)
(9,448)
-
(19,076)
Contribution
2,263
126
-
2,389
Indirect costs*
(2,894)
(1,963)
-
(4,857)
Underlying loss before tax
(631)
(1,837)
-
(2,468)
Amortisation of acquired brand and client relationships
(273)
-
-
(273)
Release of deferred consideration
-
-
160
160
Redundancy costs
(380)
(564)
-
(944)
Holiday Leave paid on termination
(43)
(83)
-
(126)
Project Costs
(865)
(527)
-
(1,392)
Onerous contracts
-
(447)
-
(447)
Client settlement
(152)
-
-
(152)
Investment losses
-
-
(583)
(583)
Payaway on investment losses
-
274
-
274
Loss before tax
(2,344)
(3,184)
(423)
(5,951)
Tax
-
-
12
12
Loss for the year
(2,344)
(3,184)
(411)
(5,939)
Notes to the financial statements
57
5. Segment information (continued)
*Includes £329k auditor’s remuneration as follows:
Audit of these financial statements £80k (FY23: £60k)
Amounts payable to the principal auditors and their associates in respect of:
o
audit of financial statements of subsidiaries pursuant to legislation £130k (FY23: £115k)
o
audit related assurance services £59k (FY23: £50k)
o
audit of financial statements relating to prior year £60k (FY23: £50k)
Year ended 31 March 2024
WM
CM
Group
£'000
£'000
£'000
Statutory operating costs included the following:
Amortisation
273
-
273
Depreciation
56
60
116
Depreciation from Right of Use assets
142
93
235
Year ended 31 March 2023
WM
CM
Central
Office
Group
£'000
£'000
£'000
£'000
Revenue
14,443
12,245
-
26,688
Direct costs
(11,400)
(11,604)
-
(23,004)
Contribution
3,043
641
-
3,684
Indirect costs
(3,314)
(2,357)
-
(5,671)
Underlying profit / (loss) before tax
(271)
(1,716)
-
(1,987)
Amortisation of acquired brand and client relationships
(496)
-
-
(496)
Changes in fair value and finance cost of deferred consideration
-
-
(173)
(173)
Other income
1,957
-
-
1,957
Investment losses
-
-
(2,683)
(2,683)
Payaway on investment losses
-
1,559
-
1,559
Profit / (loss) before tax
1,190
(157)
(2,856)
(1,823)
Tax
-
-
-
-
Profit / (loss) for the year
1,190
(157)
(2,856)
(1,823)
The segment note has been restated to be consistent with the current year presentation.
Year ended 31 March 2023
WM
CM
Group
£'000
£'000
£'000
Statutory operating costs included the following:
Amortisation
496
-
496
Depreciation
141
90
231
Depreciation from Right of Use assets
218
148
366
Segment assets and segment liabilities are reviewed by the Chief Executive Officer based on the consolidated statement of financial
position. Accordingly, this information is replicated in the Group Consolidated statement of financial position on page 42. As no
measure of assets or liabilities for individual segments is reviewed regularly by the Chief Executive Officer, no disclosure of total
assets or liabilities has been made.
The accounting policies of the operating segments are the same as those described in the summary of significant accounting
policies.
Notes to the financial statements
58
5. Segment information (continued)
Revenue disaggregated by division and timing of recognition below:
Year ended 31 March 2024
WM
CM
Group
£'000
£'000
£'000
Point in time
1,107
5,541
6,648
Over time
10,784
4,033
14,817
11,891
9,574
21,465
Year ended 31 March 2023
WM
CM
Group
£'000
£'000
£'000
Point in time
1,528
8,011
9,539
Over time
12,915
4,234
17,149
14,443
12,245
26,688
The following movement of contract liabilities was recognised in the year:
As at 31 Mar
2023
Recognised
in revenue
Amounts
deferred
As at 31 Mar
2024
Group
£'000
£'000
£'000
£'000
Contract liabilities
7
(7)
14
14
Contract liabilities relate to deferred recognition of retainer fees invoices quarterly. Contract assets relate to accrued management
fee income and the decrease from £3m to £2.48m at 31 March 2024 is linked to the decrease in WM fee income for the period. Refer
to note 20.
Notes to the financial statements
59
6. Discontinued operations and assets & liabilities held for sale
During the year, management entered into separate discussions to sell both divisions of the group; WM and CM. This decision was
taken in line with the Group's strategy on returning the business to sustainable profitability. Consequently, all non-current and
associated current assets and liabilities were classified as a disposal group. WM has been judged to be held for sale from 31 October
2023 and CM from 15 February 2024. Assets and Liabilities held for sale have been allocated to the associated disposal groups on
these dates. Measurement of the disposal group’s assets is based on the lower of their carrying amount and fair value less costs to
sell.
Financial performance information
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Note
£'000
£'000
Revenue
21,465
26,688
Administrative expenses
(26,665)
(25,416)
Expected credit loss
20
(328)
(239)
Operating loss
(5,528)
1,033
Taxation
10
-
-
Post-tax (loss)/ profit from discontinuing operations
(5,528)
1,033
The carrying amounts of assets and liabilities in the disposal group may be analysed as follows:
Assets and liabilities of disposal group classified as held for sale
Year ended 31 Mar 2024
WM
CM
Total
Assets classified as held for sale
Note
£'000
£'000
£'000
Intangible assets
15
3,490
-
3,490
Goodwill
14
3,539
-
3,539
Property, plant and equipment
13
255
214
469
Investments - warrants
17
-
95
95
Right of use asset
18
378
23
401
Total assets held for sale
7,662
332
7,994
Year ended 31 Mar 2024
WM
CM
Total
Liabilities directly associated with assets classified as held for sale
Note
£'000
£'000
£'000
Lease liability
18
(272)
(21)
(293)
Total liabilities held for sale
(272)
(21)
(293)
Year ended 31-Mar-24
Year ended 31-Mar-23
£'000
£'000
Cash flows from operating activities
(5,306)
1,305
Cash flows from investing activities
(16)
(475)
Cash flows from financing activities
(340)
(483)
Total cash movement from discontinued activities
(5,662)
347
Notes to the financial statements
60
7. Employee benefit expense
Non-salaried staff are commission-only brokers and therefore do not receive a salary.
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Group
£'000
£'000
Wages and salaries
10,970
11,970
Bonuses
618
1,537
Social security costs
1,442
1,734
Other pension costs
469
539
13,499
15,780
Non salaried staff
1,592
605
Charge for share options granted to employees (note 30)
338
359
15,429
16,744
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Company
£'000
£'000
Wages and salaries
249
207
The average number of persons (including Directors) employed during the year was:
Year ended
Year ended
Group
31 Mar 2024
31 Mar 2023
Executive and senior management
6
6
CM
36
50
WM
68
74
Support staff
20
30
Salaried staff
130
160
Non salaried staff
3
3
Total
133
163
Year ended
Year ended
Company
31 Mar 2024
31 Mar 2023
Executive and senior management
3
4
The total amount paid to Directors in the period, including social security costs was £0.8m (FY23: £0.9m). Full details of Directors’
remuneration, including that of the highest paid Director, are disclosed in the Remuneration Report on pages 30-32 of these financial
statements.
Notes to the financial statements
61
8. Finance income and expense
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Group
£'000
£'000
Bank interest receivable
12
10
Other interest
-
-
Finance income
12
10
-
Interest payable on lease liabilities classified within result from discontinued
operations
21
51
Release of deferred consideration (see note 24)
(160)
173
Finance expense
(139)
224
9. Other income
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Group
£'000
£'000
VAT refund
-
2,175
Total other income
-
2,175
During the previous year the Group received a refund of £2.2m from HMRC. This was following confirmation from HMRC that the
supply of certain Group services were exempt from VAT during the period from 2017 to 2022.
10. Taxation
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Group
£'000
£'000
*Restated
Current tax expense:
United Kingdom corporation tax at 25% (FY23: 19%)
-
-
Adjustment in respect of prior year
(12)
-
Total current tax
(12)
-
Deferred tax credit (note 19):
Current year
-
-
Effect of change in tax rate
-
-
Total deferred tax
-
-
Total tax
(12)
-
*The 2023 taxation note has been restated to reflect the recognition of a deferred tax asset to offset the deferred tax liability. Refer
to Note 19 for further details.
Notes to the financial statements
62
10. Taxation (continued)
The tax credit for the year and the amount calculated by applying the standard United Kingdom corporation tax rate of 25% (FY23:
19%) to profit before tax can be reconciled as follows:
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Group
£'000
£'000
*Restated
Loss before tax
(5,951)
(1,823)
Tax expense using the United Kingdom corporation tax rate of 25% (FY23: 19%)
(1,488)
(346)
Other expenses not tax deductible
313
334
Income not chargeable to tax
-
(11)
Movement in unrecognised deferred tax
1,163
9
Other amounts
-
14
Total tax (credit) / charge
(12)
-
11. Dividend
No dividend is proposed in respect of 2024 (FY23: none).
12. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company (note 28).
Diluted EPS is the basic EPS, adjusted for the effect of the conversion into fully paid shares of the weighted average number of all
employee share options outstanding. In a year when the Company presents positive earnings attributable to ordinary shareholders,
anti-dilutive options represent options issued where the exercise price is greater than the average market price for the period.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:
Year ended
Year ended
31 Mar 2024
31 Mar 2023
*Restated
Group
Weighted average number of shares in issue during the period
175,718
59,172
Effect of dilutive share options
-
-
(thousands)
175,718
59,172
Total
Post-tax loss from continuing operations (£'000)
(411)
(2,856)
(Loss)/profit from discontinuing operations incl. tax (£’000)
(5,528)
1,033
Earning per share – basic and diluted
From continuing operations
(0.23p)
(4.83p)
From discontinuing operations
(3.15p)
1.75p
Total
(3.38p)
(3.08p)
*The 2023 Earnings per share note has been restated to reflect the recognition of a deferred tax asset to offset the deferred tax
liability. Refer to Note 19 for further details.
Notes to the financial statements
63
13. Property, plant and equipment
Group
Company
Computers,
Computers,
fixtures and fittings
fixtures and fittings
£'000
£'000
Cost
At 31 March 2022
5,748
37
Additions
475
-
Disposal
-
(4)
At 31 March 2023
6,223
33
Additions
16
-
Transfer to asset held for sale
(6,239)
-
At 31 March 2024
-
33
Depreciation and impairment
At 31 March 2022
5,423
33
Depreciation charge
231
-
At 31 March 2023
5,654
33
Depreciation charge
116
-
Transfer to asset held for sale
(5,770)
-
At 31 March 2024
-
33
Net book values
At 31 March 2024
-
-
At 31 March 2023
569
-
Property, plant and equipment were transferred to the WM and CM disposal groups on 31 October 2023 and 15 February 2024
respectively.
Included in the above, are software costs capitalised in the year with a net book value at 31 March 2024 of £9k (FY23: £116k).
Notes to the financial statements
64
14. Goodwill
Goodwill acquired in a business combination is allocated to a cash generating unit (CGU) that will benefit from that business
combination. As explained in note 4, the goodwill is now attributed to the WM CGU.
The carrying amount of goodwill acquired in the acquisition of Harpsden WM is set out below:
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Group
£'000
£'000
Beginning of year
3,539
3,539
Transfer to asset held for sale
(3,539)
-
End of year
-
3,539
Goodwill is assessed annually for impairment and the recoverability has been assessed at 31 March 2024 by comparing the carrying
value of the CGU to which the goodwill is allocated against its recoverable amount. The recoverable amount is the higher of the
CGU’s fair value less cost to sell and the value in use. The value in use has been calculated using pre-tax discounted cash flow
projections based on the most recent budgets and forecasts approved by the Board of Directors.
The projections cover a five-year period and a terminal multiple has been applied to the cash-flows extrapolating the projections
consistent with the assumed indefinite useful life of the goodwill. The projections are based on a four-year forecast that has been
approved by the board, with the fifth year being extrapolated using the trend in the forecast.
The newly enlarged WM CGU recoverable amount was calculated as £18.0m, with a headroom of £10m which indicates that there is
no impairment. The main underlying assumptions used in the calculations are the pre-tax discount rate, the short-term growth in
revenue and expenditure and the long-term growth rate to perpetuity. The revenue growth used in the cash flow forecast is based
on the AUM forecasts multiplied by the relevant yields. AUM forecasted growth ranges from 0.0% to 8.2%. Cash outflows are
forecasted individually, in an absence of specific detail these costs are set to increase by 5% in line with inflation. A pre-tax discount
rate of 17.0% has been used. This is based on the Group’s assessment of the risk-free rate of interest and specific risks relating to the
division. A 2% long-term growth rate has been applied, which is prudent when compared against the growth rates used in the
forecast calculations for the first five years.
Sensitivity analysis has been performed and no impairment would arise if the following scenarios occurred:
A fall in AUM in FY25 to FY29 of 12% each year would result in a break-even position
Costs for the entire business applying to the WM CGU – if all forecasted costs were applied to the WM CGU, the headroom
would reduce to £4m. Still, this would not result in an impairment of the CGU
This amount was transferred to the WM disposal group on 31 October 2023.
Notes to the financial statements
65
15. Intangible assets
Client relationships arise when the group acquires a broker business with an existing client base. The assets below represent the fair
value of future benefits arising from these client relationships. Amortisation of client relationships is charged to administrative
expenses in note 6 on a straight-line basis over the estimated useful lives (2 to 12 years). No impairment indicators were present for
the acquired client relationship contracts.
Client
relationships
Brand
Total
Group
£'000
£’000
£’000
Cost
At 31 March 2022
8,731
75
8,806
Additions
-
-
-
At 31 March 2023
8,731
75
8,806
Additions
-
-
-
Transfer to asset held for sale
(8,731)
(75)
(8,806)
At 31 March 2024
-
-
-
Amortisation
At 31 March 2022
4,500
47
4,547
Charge for the year
468
28
496
At 31 March 2023
4,968
75
5,043
Charge for the year
273
-
273
Transfer to asset held for sale
(5,241)
(75)
(5,316)
At 31 March 2024
-
-
-
Net book values
At 31 March 2024
-
-
-
At 31 March 2023
3,763
-
3,763
During the year ended 31 March 2021, the group acquired client relationships totalling £4.2m as part of the Harpsden acquisition
and at the year ending 31 March 2024 the net book value was £3.25m (FY23: £3.37m) and remaining useful economic life of 7 years
(FY23: 8 years). An intangible asset was also recognised representing the Harpsden brand totalling £75k and at the year ending 31
March 2024 the net book value was fully amortised.
An intangible asset was recognised relating to the client relationships brought in by Robert Race when he joined the group. At the
year ended 31 March 2024 the net book value was £244k (FY23: £367k) and remaining useful economic life of 2 years (FY23: 3 years).
The Harpsden and Robert Race client relationships total net book value comes to £3.49m.
These were transferred to the WM disposal group on 31 October 2023.
The company did not have any intangible assets either at 31 March 2024 or 31 March 2023.
Notes to the financial statements
66
16. Subsidiaries
Year ended
Year ended
Note
31 Mar 2024
31 Mar 2032
Company
£'000
£'000
Beginning of year
26,448
26,448
Impairment
4
(6,600)
-
End of year
19,848
26,448
Investments in subsidiaries are stated at cost less impairment.
The Company’s subsidiaries, all of which are included in the consolidated financial statements, are presented below:
Subsidiary
Country of
incorporation
Principal activity
Class of
shares
Proportion held
by Group
Proportion
held by
Company
WH Ireland Limited
England & Wales
WM and CM
Ordinary
100%
100%
Harpsden WM Limited
England & Wales
WM
Ordinary
100%
100%
WH Ireland (Financial Services)
Limited
England & Wales
Dormant
Ordinary
100%
-
Readycount Limited
England & Wales
Dormant
Ordinary
100%
100%
Stockholm Investments Limited
England & Wales
Dormant
Ordinary
100%
100%
ARE Business and Professional
Limited
England & Wales
Dormant
Ordinary
100%
-
SRS Business and Professional
Limited
England & Wales
Dormant
Ordinary
100%
-
WH Ireland Nominees Limited
England & Wales
Nominee
Ordinary
100%
-
WH Ireland Trustee Limited
England & Wales
Trustee
Ordinary
100%
-
Fitel Nominees Limited
England & Wales
Nominee
Ordinary
100%
-
The registered office of all companies listed above is 24 Martin Lane, London, EC4R 0DR.
The following dormant subsidiaries are guaranteed by the Company and therefore take advantage of the Companies Act (2006) in
obtaining exemption from an individual audit:
Subsidiary
Country of incorporation
Company registration number
WH Ireland (Financial Services) Limited
England & Wales
4279349
Readycount Limited
England & Wales
3164863
Stockholm Investments Limited
England & Wales
4215675
ARE Business and Professional Limited
England & Wales
3681185
SRS Business and Professional Limited
England & Wales
4238969
WH Ireland Nominees Limited
England & Wales
2908691
WH Ireland Trustee Limited
England & Wales
3559373
Fitel Nominees Limited
England & Wales
1401140
Notes to the financial statements
67
17. Investments
Group
Quoted
Warrants
Total
Other financial assets at fair value through profit or loss
£'000
£'000
£'000
At 31 March 2022
1
2,964
2,965
Additions
-
286
286
Fair value loss
-
(2,060)
(2,060)
Disposals
(1)
(370)
(371)
At 31 March 2023
-
820
820
Additions
-
184
184
Fair value loss
-
(597)
(597)
Disposals
-
(312)
(312)
Transfer to asset held for sale
-
(95)
(95)
At 31 March 2024
-
-
-
Total investments at 31 March 2024
-
-
-
Total investments at 31 March 2023
-
820
820
Financial assets at fair value through profit or loss include equity investments other than those in subsidiary undertakings. These
are measured at fair value with fair value gains and losses recognised through profit and loss.
Other investments, in the main, comprise financial assets designated as fair value through profit or loss and include warrants and
equity investments. These were transferred to the CM disposal group on 15 February 2024.
Warrants may be received during the ordinary course of business and are designated as fair value through profit or loss. There is
no cash consideration associated with the acquisition.
Fair value, in the case of quoted investments, represents the bid price at the reporting year-end date. In the case of unquoted
investments, the fair value is estimated by reference to recent arm’s length transactions. The fair value of warrants is estimated using
established valuation models.
The fair value of the warrants was determined using the Black Scholes model and grouped within level 3 with fair value
measurements derived from formal valuation techniques (see note 25). The key inputs into this calculation are the share price as at
31 March 2024, exercise price, risk free interest rate and volatility which is based on the share price movements during the same
length as the remaining time of exercise.
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Net loss on investments
Note
£'000
£'000
Fair value loss on warrants
(597)
(2,060)
Fair value gain / (loss) on investments
21
14
(623)
Total net loss on investments
(583)
(2,683)
Notes to the financial statements
68
18. Right of use asset and lease liability
Leasehold Properties
£'000
Cost
At 31 March 2022
2,667
Additions
445
Disposals
(1,185)
Deferred rent release
125
At 31 March 2023
2,052
Transferred to asset held for sale
(2,052)
At 31 March 2024
-
Depreciation and impairment
At 31 March 2022
1,499
Charge for the year
366
Disposal
(448)
At 31 March 2023
1,417
Charge for the year
235
Transfer to asset held for sale
(1,652)
At 31 March 2024
-
Net book values
At 31 March 2024
-
At 31 March 2023
635
Maturity of discounted lease payments in relation to non-cancellable leases
The table below represents the minimum lease payments in relation to non-cancellable leases where the group is a lessee:
Group
Payable within 1
year
Payable in 2 to 5
years
Payable after
more than 5
years
Total contractual
payments
Group
£'000
£'000
£'000
£'000
2024
97
196
-
293
2023
319
281
12
612
The leases were transferred to the WM and CM disposal groups on 31 October 2023 and 15 February 2024 respectively.
The following represents the lease expense in relation to leases which is recognised in the statement of comprehensive income:
Year ended
Year ended
31 Mar 2024
31 Mar 2023
Group
£'000
£'000
Depreciation of right of use asset
235
366
Deferred rent release
-
(125)
Interest charge
21
51
Total charge
256
292
Notes to the financial statements
69
18. Right of use asset & lease liability (continued)
Nature of leases
The Group leases a number of properties in the jurisdictions it operates.
These leases are usually for a fixed term although the Group sometimes negotiates break clauses in its leases. On a case-by-case
basis, the Group will consider whether the absence of a break clause would expose the group to excessive risk. Typically factors
considered in deciding to negotiate a break clause include:
the length of the lease term;
the economic stability of the environment in which the property is located; and
whether the location represents a new area of operations for the Group
As at 31 March 2024, the carrying amounts of the lease liabilities are not reduced by the amounts that would not be paid as a result
of exercising the break clauses because the Group does not anticipate exercising its rights to the break clauses.
The total cash outflow for leases, including short-term leases, in the year ending 31 March 2024 was £340k (FY23: £483k)
Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis in
administrative expenses in note 6. Short-term leases are leases with a lease term of 12 months or less without a purchase option,
short term leases recorded as an expense during the year was £115k.
The Company did not have any right of use assets or lease liabilities either at 31 March 2024 or 31 March 2023.
19. Deferred tax assets and liabilities
Deferred tax is provided for temporary differences, at the reporting year-end date, between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes using a tax rate of 25% (FY23: 19%). A deferred tax asset is recognised for all
deductible temporary differences and unutilised tax losses only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.
The deferred tax liability balance has been restated during the year . There is a net nil deferred tax position as at 31 March 2024 and
31 March 2023.
Year ended 31 March 2024
Asset
£’000
Liability
£’000
Net
£’000
Business Combinations
-
(596)
(596)
Trading losses carried forward
596
-
596
Deferred tax asset/ (liability)
596
(596)
-
Set off
(596)
596
-
Net deferred tax asset/ (liability)
-
-
-
Year ended 31 March 2023
Asset
£’000
(restated)
Liability
£’000
Net
£’000
Business Combinations
-
(663)
(663)
Trading losses carried forward
663
-
663
Deferred tax asset/ (liability)
663
(663)
-
Set off
(663)
663
-
Net deferred tax asset/ (liability)
-
-
-
Notes to the financial statements
70
19. Deferred tax assets and liabilities (continued)
The carrying amount of the deferred tax asset is reviewed at each reporting date and is only recognised to the extent that it is
probable that future taxable profits of the Group will allow the asset to be recovered.
The unrecognised tax losses and fixed asset timing differences amount to £18.3m (FY23: £17.1m). No deferred tax has been
recognised in respect of these losses due to the uncertainty over the timing of future profits.
The change in deferred tax assets and liabilities during the year was as follows:
Asset
£’000
Liability
£’000
Net
£’000
Balance as at 1 April 2022
542
(542)
-
Released to Consolidated statement of comprehensive income
121
(121)
-
Balance as at a 31 March 2023
663
(663)
-
Released to Consolidated statement of comprehensive income
(67)
67
-
Balance as at 31 March 2024
596
(596)
-
The Company had no deferred tax balances either at 31 March 2024 or 31 March 2023.
Restatement of deferred tax asset
The Group has a deferred tax liability in relation to temporary differences on intangible assets recognised as part of acquisition
accounting for business combinations in the Group's consolidated financial statements. Such intangible assets are not permitted
to be recognised in the acquiree's separate financial statements.
Upon acquisition accounting, the Group did not reassess whether an additional deferred tax asset could have been recognised to
the extent of the additional deferred tax liability that was recognised in the consolidated financial statements.
There has previously been a diversity of practice in relation to the accounting treatment for the recognition of deferred tax assets on
business combinations in accordance with IAS 12. There has been solidification following publication of recent reviews, which have
clarified the position, resulting in the recognition of a deferred tax asset on consolidation to the extent the Group has unused tax
losses available, to offset the deferred tax liability.
This is because the taxable temporary differences associated with the intangible assets relates to the same tax authority (UK) as the
Group as such the asset meets the criteria for recognition. In addition, the offset criteria of IAS 12 are also met and therefore the
deferred tax amounts are presented net in the consolidated statement of financial position. The additional deferred tax asset
recognised for tax attributes within the existing Group is credited to the consolidated statement of comprehensive income.
This change in accounting treatment has been applied retrospectively by restating each of the affected financial statement line
items as follows. A third consolidated statement of financial position has been presented as of 31 March 2022 and the impact of the
adjustment is below.
Notes to the financial statements
71
19. Deferred tax assets and liabilities (continued)
Consolidated statement of financial position:
2022
Prior to adjustment
£’000
Adjustment
£’000
2022
Restated
£’000
Deferred tax asset/(liability)
Deferred tax
(542)
542
-
Equity
Retained earnings
(6,789)
542
(6,247)
2023
Prior to adjustment
£’000
Adjustment
£’000
2023
Restated
£’000
Deferred tax asset/ (liability)
Deferred tax
(663)
663
-
Equity
Retained earnings
(8,374)
663
(7,711)
The Deferred tax as at 31 March 2022 of £542k above represents the net of the non-current deferred tax asset and current deferred
tax liability that were previously presented gross in the consolidated statement of financial position at 31 March 2022.
Consolidated statement of changes in equity:
2022
Prior to adjustment
£’000
Adjustment
£’000
2022
Restated
£’000
Equity
Retained earnings
(6,789)
542
(6,247)
2023
Prior to adjustment
£’000
Adjustment
£’000
2023
Restated
£’000
Equity
Retained earnings
(8,374)
663
(7,711)
Consolidated statement of profit or loss and other comprehensive income:
2023
Prior to adjustment
£’000
Adjustment
£’000
2023
Restated
£’000
Income tax charge
(121)
121
-
Total Loss for the year
(1,944)
121
(1,823)
Notes to the financial statements
72
20. Trade and other receivables
Group
Company
31 Mar 2024
31 Mar 2023
31 Mar 2024
31 Mar 2023
£'000
£'000
£'000
£'000
Non-current assets
Amounts owed from Group companies
-
-
4,676
Current assets
Trade receivables
508
643
-
-
Other receivables
874
528
26
14
Contract assets
2,481
3,008
-
-
Prepayments
1,235
1,265
18
15
5,098
5,444
44
29
The carrying value of trade and other receivable balances are denominated fully in British pounds (FY23: 100%).
Contract assets relates to management fee accruals. Management fees are accrued on a monthly basis and reconciled to fees
collected quarterly. Consideration to IFRS 9 has been made and it has been determined that there is a low probability of default and
therefore the expected credit loss is not material.
The impact of applying IFRS 9 to intercompany balances for the Company has been considered and probability of default was
assessed and consequently, it was determined that the expected credit loss is not material.
Fees and charges owed by clients are generally considered to be past due where they remain unpaid five working days after the
relevant billing date. At 31 March 2024, trade receivables (net of provisions for impairment and doubtful debts) comprised of the
following:
Group
Company
31 Mar 2024
31 Mar 2023
31 Mar 2024
31 Mar 2023
£'000
£'000
£'000
£'000
Not past due
61
17
-
-
Up to 5 days due
-
-
-
-
from 6 to 15 days past due
12
-
-
-
From 16 to 30 days past due
6
-
-
-
From 31 to 45 days past due
43
467
-
-
More than 45 days past due
386
159
-
-
508
643
-
-
Trade receivables are largely amounts due from retainer clients, who are invoiced on a quarterly basis in advance. The Group’s
payment terms are set out in each client’s engagement letter (with a maximum of 30 days). Consequently, these receivables have
no significant financing component and the Group have applied the simplified approach in line with IFRS 9. Calculation of loss
allowances are measured at an amount equal to lifetime expected credit losses (ECLs). The approach taken by the Group in arriving
at the expected credit loss is as follows:
Step 1: The Group have determined the appropriate brackets by grouping each trade receivables based on the ageing structure.
Step 2: Having determined the appropriate groupings, a historical loss rate (adjusted for forward looking information) was
calculated for each age bracket by reviewing the pattern of payment of trade receivables over the past 12 months.
Step 3: This historical loss rate (adjusted for forward looking information) has been applied to each ageing bracket of trade
receivables as at the balance sheet date to arrive at an expected credit loss for each grouping. All trade receivables over 365 days
have a 100% historical loss rate loss applied to them.
Notes to the financial statements
73
20. Trade and other receivables (continued)
Based on the above, the group recognised an expected credit loss of £328k (FY23: £239k expected credit loss).
The maximum exposure to credit risk, before any collateral held as security, is the carrying value of each class of receivable set out
above.
The Directors consider that the carrying amounts of trade and other receivables approximate their fair value.
Movements in impairment provisions were as follows:
Group
Company
31 Mar 2024
31 Mar 2023
31 Mar 2024
31 Mar 2023
£'000
£'000
£'000
£'000
Opening balance
248
502
-
-
Amount released from provision due to recovery
(66)
(25)
-
-
Amounts written off, previously fully provided
(121)
(493)
-
-
Amount charged to the statement of comprehensive
income
394
264
-
-
Closing balance
455
248
-
-
21. Other investments
Group
Company
31 Mar 2024
31 Mar 2023
31 Mar 2024
31 Mar 2023
£'000
£'000
£'000
£'000
Current asset investment
671
922
-
-
Restricted cash
873
1,127
-
-
Total
1,544
2,049
-
-
Current asset investments represent short-term principal positions in the form of listed and unquoted investments which are held
at market value.
Included in current asset investments are unquoted investments totalling a value of £nil (FY23: £nil).
Restricted cash represents monies held by the Group which have some restrictions on their conversion to cash. The cash is held by
an external broker which has restrictions on cash in order to comply with margin requirements.
Included in net loss on investments, in the Consolidated statement of comprehensive income is the fair value gain and the sale of
investments. Further details can be found in note 17.
22. Cash and cash equivalents
Group
Company
31 Mar 2024
31 Mar 2023
31 Mar 2024
31 Mar 2023
£'000
£'000
£'000
£'000
Cash and cash equivalents
4,902
4,234
-
-
For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand and deposits with banks and financial
institutions with a maturity of up to three months.
Cash and cash equivalents represent the Group’s and the Company’s money and money held for settlement of outstanding
transactions.
Money held on behalf of clients is not included in cash and cash equivalents on the statement of financial position. Client money at
31 March 2024 for the Group was £137k (FY23: £301k). There is no client money held in the Company (FY23: £nil).
Notes to the financial statements
74
23. Trade and other payables
Group
Company
31 Mar 2024
31 Mar 2023
31 Mar 2024
31 Mar 2023
£'000
£'000
£'000
£'000
Trade payables
1,210
1,148
226
12
Amounts due to Group companies
-
-
312
790
Other payables
192
89
-
-
Tax and social security
289
588
-
-
Contract liabilities
14
7
-
-
Accruals
1,527
2,181
212
334
3,232
4,013
750
1,136
The Directors consider that the carrying amounts of trade and other payables approximate their fair value.
Deferred income relates to retainer fees invoiced in advance and spread over the length of the period, typically quarterly. The
balance at year-end was fully recognised in the following financial year.
Amounts due to Group companies are unsecured, interest free and repayable on demand.
24. Provisions
Group
Company
Deferred
consi-
deration
Provision
for
onerous
contracts
Other
provision
£'000
Deferred
consi-
deration
Other
provision
£'000
At 31 March 2022
2,412
-
-
2,412
2,412
-
2,412
Charged to Statement of Comprehensive
Income
173
-
-
173
173
-
173
Paid during the year
(464)
-
-
(464)
(464)
-
(464)
At 31 March 2023
2,121
-
-
2,121
2,121
-
2,121
(Credited)/charged to Statement of
Comprehensive Income
(160)
447
-
287
(160)
-
287
Reclassification
(354)
-
354
-
(354)
354
-
Paid during the year
(78)
-
-
(78)
(78)
-
(78)
Settled during the year via share issue
(654)
-
-
(654)
(654)
-
(654)
At 31 March 2024
875
447
354
1,676
875
354
1,229
Provisions of £1,676k (2023: £2,121k) are included in current liabilities.
Deferred consideration relates to the acquisition of Harpsden and the maximum amounts payable over a two-year period. The
following assumptions were made: revenue growth of 2%, attrition rate of 3% for larger clients and 10% for smaller clients, discount
rate of 13.5%.
During the year £78k was paid to former shareholders of Harpsden WM Limited (Harpsden) in relation to the deferred consideration
due. A further settlement to the former shareholders of Harpsden of £654k was made by way of share issue. The group reached an
agreement with the former shareholders on a final payment of £875k that has been paid after the year end. Following the settlement
agreement, the deferred consideration provision was reduced so that the carrying value at 31 March 2024 reflects the final agreed
settlement amount of £875k. This resulted in £160k being released and credited to profit or loss. The remaining excess provision of
£354k has been retained by the Group and reclassified to other provisions on account of potential future claims that may arise.
Notes to the financial statements
75
24. Provisions (continued)
As part of the sale of the CM division there are existing contracts that run until December 2024. These services will not be used by
the business going forward so are included in the discontinued operations for CM. These are onerous contracts as the Group is
locked into them and are not transferred to the buyer.
The other provision is for a potential liability in relation to the deferred consideration. There is uncertainty around the timing of this
liability as well as the amount. This may fall due within one year, as such this liability is shown as current.
25. Financial risk management
The fair value of all the Group’s and the Company’s financial assets and liabilities approximated to their carrying value at the
reporting year-end date. The carrying amount of non-current financial instruments, including floating interest rate borrowing, are
not significantly different from the fair value of these instruments based on discounted cash flows. The significant methods and
assumptions used in estimating fair values of financial instruments are summarised below:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include equity investments, other than those in subsidiary undertakings. In the
case of listed investments, the fair value represents the quoted bid price at the reporting period end date. The fair value of unlisted
investments is estimated by reference to recent arm’s length transactions.
Other investments
Other investments include warrants and equity investments, categorised as fair value through profit or loss. In the case of listed
investments, the fair value represents the quoted bid price at the reporting year-end date. The fair value of unlisted investments is
estimated by reference to recent arm’s length transactions. In the case of warrants, the fair value is estimated using established
valuation models.
Trade receivables and payables
The carrying value less impairment provision of trade receivables and payables is assumed to approximate to their fair values due
to their short-term nature.
Borrowings
Borrowings are measured at amortised cost using the effective interest rate method. The tables below summarise the Group’s main
financial instruments by financial asset type:
31 March 2024
Amortised cost
Fair value
through profit or
loss
Total
Group
Note
£'000
£'000
£'000
Financial assets
Other investments
6, 21
-
1,639
1,639
Trade and other receivables
20
3,863
-
3,863
Cash and cash equivalents
22
4,902
-
4,902
Financial liabilities
Trade and other payables
23
2,929
-
2,929
Deferred consideration
24
875
-
875
Lease liability
18
293
-
293
Notes to the financial statements
76
25. Financial risk management (continued)
31 March 2023
Amortised cost
Fair value
through profit or
loss
Total
Group
Note
£'000
£'000
£'000
Financial assets
Other investments
17, 21
-
2,869
2,869
Trade and other receivables
20
4,179
-
4,179
Cash and cash equivalents
22
4,234
-
4,234
Financial liabilities
Trade and other payables
23
3,418
-
3,418
Deferred consideration
24
2,121
-
2,121
Lease Liability
18
612
-
612
The tables below summarise the Company’s main financial instruments by financial asset type:
31 March 2024
Amortised cost
Fair value through
profit or loss
Total
Company
Note
£'000
£'000
£'000
Financial assets
Trade and other receivables
20
26
-
26
Amounts owed from Group companies
4,676
-
4,676
Cash and cash equivalents
22
-
-
-
Financial liabilities
Trade and other payables
23
438
-
438
Amounts due to Group companies
32
312
-
312
31 March 2023
Amortised cost
Fair value through
profit or loss
Total
Company
Note
£'000
£'000
£'000
Financial assets
Trade and other receivables
20
14
-
14
Financial liabilities
Trade and other payables
23
346
-
346
Amounts due to Group companies
32
790
-
790
Risks
The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and market risk. Market risk comprises,
interest rate risk and other price risk. The Directors review and agree policies for managing each of these risks which are summarised
below:
Notes to the financial statements
77
25. Financial risk management (continued)
Credit risk
Credit risk is the risk that clients or other counterparties to a financial instrument will cause a financial loss by failing to meet their
obligations. Credit risk relates, in the main, to the Group’s trading and investment activities and is the risk that third parties fail to
pay amounts as they fall due. Formal credit procedures include approval of client limits, approval of material trades, collateral in
place for trading clients and chasing of overdue accounts. Additionally, risk assessments are performed on banks and custodians.
The maximum exposure to credit risk at the end of the reporting period is equal to the statement of financial position figure. The
impairment policy can be found in note 20. There were no other past due, impaired or unsecured debtors.
Financial assets that are neither past due nor impaired in respect of trade receivables relate mainly to accrued management fees.
The credit risk on liquid funds, cash and cash equivalents is limited due to deposits being held at the Group’s main bank with a credit
rating of “A”, assigned by Standard and Poor’s.
There has been no change to the Group’s exposure to credit risk or the manner in which it manages and measures the risk during
the period.
The credit risk in the Company principally comes from intercompany balances and subordinated loan. Since these are all within the
Group, the Directors can closely monitor the risk of default on a regular basis to minimise any potential losses.
Liquidity risk
Liquidity risk is the risk that obligations associated with financial liabilities will not be met. The Group monitors its risk to a shortage
of funds by considering the maturity of both its financial investments and financial assets (for example, trade receivables) and
projected cash flows from operations.
The Group’s objective is to maintain the continuity of funding using bank facilities where necessary, which are reviewed annually
with the Group’s Banker, the Bank of Scotland. Items considered are limits in place with counterparties which the bank are required
to guarantee, payment facility limits, as well as the need for any additional borrowings.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
31 March 2024
Payable within 1
year
Payable in 2 to
5 years
Payable after
more than 5
years
Total
contractual
payments
Group
Note
£'000
£'000
£'000
£'000
Trade and other payables
23
2,929
-
-
2,929
Lease liability
6,18
110
210
-
320
Deferred consideration
24
875
-
-
875
3,914
210
-
4,124
31 March 2023
Payable within 1
year
Payable in 2 to
5 years
Payable after
more than 5
years
Total
contractual
payments
Group
Note
£'000
£'000
£'000
£'000
Trade and other payables
23
3,418
-
-
3,418
Lease liability
18
340
306
14
660
Deferred consideration
24
2,121
-
-
2,121
5,879
306
14
6,199
Notes to the financial statements
78
25. Financial risk management (continued)
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments:
31 March 2024
Payable within
1 year
Payable in 2 to
5 years
Payable after
more than 5
years
Total
contractual
payments
Company
£'000
£'000
£'000
£'000
Trade and other payables
438
-
-
438
31 March 2023
Payable within
1 year
Payable in 2 to
5 years
Payable after
more than 5
years
Total
contractual
payments
Company
£'000
£'000
£'000
£'000
Trade and other payables
346
-
-
346
Market Risk
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates to the Group’s amount of interest receivable on cash
deposits. The maximum exposure for interest is not significant.
Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk) whether those changes are caused by factors specific to the individual
financial instrument or its issuer or factors affecting all similar financial instruments traded in the market. Other investments are
recognised at fair value and subject to changes in market prices.
The Group manages other price risk by monitoring the value of its financial instruments monthly and reporting these to the Directors
and Senior Management. The Group has disposed of several of its investments during the year, which has helped mitigate risk.
However, the risk of deterioration in prices remains high whilst the market continues to be volatile.
The risk of future losses is limited to the fair value of investments as at the year-end of £1,639k (FY23: £2,869k). See note 17 and 21.
Notes to the financial statements
79
25. Financial risk management (continued)
Fair value measurement recognised in the statement of financial position
The following table provides an analysis of financial instruments that are measured after initial recognition at fair value, grouped
into Levels 1 to 3 based on the degree to which the fair value is observable:
Level 1 at fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
and liabilities;
Level 2 fair value measurements are those derived from inputs other than the quoted price included within Level 1 that are
observable for the asset or a liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from formal valuation techniques that include inputs for the asset or
liability that are not based on observable market data (unobservable inputs). The valuation technique used in determining
the fair value is the Black Scholes model. The key inputs into this calculation are the share price as at 31 March 2024,
exercise price, risk free interest rate and share price volatility.
31 March 2024
Level 1
Level 2
Level 3
Total
£'000
£'000
£'000
£'000
Financial assets at fair value through profit or loss
Unquoted equities
-
-
-
-
Financial instruments designated at fair value
through profit or loss
Other investments (note 17 & 21)
1,544
-
95
1,639
Total
1,544
-
95
1,639
31 March 2023
Level 1
Level 2
Level 3
Total
£'000
£'000
£'000
£'000
Financial assets at fair value through profit or loss
Unquoted equities
-
-
-
-
Financial instruments designated at fair value
through profit or loss
Other investments (note 17 & 21)
2,049
-
820
2,869
Total
2,049
-
820
2,869
Notes to the financial statements
80
26. Capital management
The capital of the Group comprises share capital, share premium, retained earnings and other reserves. The total capital at 31 March
2024 amounted to £14.3m for the Group (FY23: £14.3m) and £23.7m for the Company (FY23: £24.3m). The primary objective of the
Group’s capital management is to ensure that it maintains a strong capital structure to support the development of its business, to
maximise shareholder value and to provide benefits for its other stakeholders.
These objectives are met by managing the level of debt and setting dividends paid to shareholders at a level appropriate to the
performance of the business.
Certain activities of the Group are regulated by the FCA which is the statutory regulator for financial services business and has
responsibility for policy, monitoring and discipline for the financial services industry. The FCA requires the Group’s resources to be
adequate, that is, sufficient in terms of quantity, quality and availability, in relation to its regulated activities.
The Group monitors capital on a daily basis by measuring movements in the Group regulatory capital requirement and through its
Internal Capital Adequacy and Risk Assessment Process (ICARA), which was formerly through its Internal Capital Adequacy
Assessment Process (ICAAP). Compliance with FCA minimum common equity tier 1 regulatory capital requirements was maintained
during the year and the Group is satisfied that there is and will be, sufficient capital to meet these regulatory requirements for the
foreseeable future.
27. Share capital and share premium account
Number of shares
Share
Ordinary shares
Ordinary shares
Deferred shares
Share capital
premium
000's
000's
£'000
£'000
As at 1 April 2022
62,086
-
3,104
19,014
Shares issued:
On placing
225
-
12
-
Balance at 31 March 2023
62,311
-
3,116
19,014
Shares issued:
To settle deferred consideration
2,842
-
142
511
Share split
-
65,153
-
-
On placing
170,833
-
1,707
3,417
Share issue costs
-
-
-
(125)
Balance at 31 March 2024
235,986
65,153
4,965
22,817
The total number of ordinary shares in issue is 235.99 million of 1p each (31 March 2023: 62.31 million of 5p each). The total number
of deferred shares is 65.15 million (31 March 2023: nil) of 4p each.
During the year the group undertook a share placing, which raised net proceeds of £5m by way of 170,833,333 ordinary shares at a
price of 3p. The placing took place on 28 July 2023 and funds were received in August 2023. This decision was taken after discussions
with the FCA.
In order to permit the Placing Shares to be issued at the Placing Price, which was lower than the nominal value of the Existing
Ordinary Shares, the Company divided each issued Existing Ordinary Share (nominal value 5p each) into one New Ordinary Share
(nominal value 1p each) and one Deferred Share (nominal value 4p each). The New Ordinary Shares have the same rights and
benefits as the Existing Ordinary Shares. Following the Share Sub-division, the number of New Ordinary Shares held by each
Shareholder were the same as the number of Existing Ordinary Shares held by them immediately before the Share Sub-division. The
Deferred Shares were not admitted to trading on AIM, have only very limited rights on a return of capital and are effectively valueless
and non-transferable. As a result of the Share Sub-division, the Company adopted the New Articles, which set out the rights and
restrictions applicable to the New Ordinary Shares and the New Deferred Shares.
Notes to the financial statements
81
28. Treasury shares
Year ended 31 March 2024
Year ended 31 March 2023
Group
£'000
£'000
At 31 March
1,093
900
Additions
21
193
At 31 March
1,114
1,093
At 31 March 2024 no shares in the Company were held in the EBT (FY23: nil shares) and the ESOT held 3,117,418 shares (FY23:
3,017,418), at a nominal value of 1p per share and represents the full balance above. This represents 1.32% of the called up share
capital (FY23: 4.84%). The company loaned the amount required for the ESOT to purchase the shares as required.
During the year the Company’s Employee Share Option trust (ESOT) purchased the following ordinary shares in the Company:
Number of shares
Nominal value
Total consideration
Date of issue
000’s
£'000
£'000
20-Apr-23
50,000
5p
9,500
12-Jun-23
10,000
5p
2,310
20-Jun-23
40,000
5p
9,240
29. Employee Benefit Trusts (EBT)
The WH Ireland EBT was established in October 1998 and the WH Ireland Group plc Employee Share Ownership Trust (ESOT) was
established in October 2011, both for the purpose of holding and distributing shares in the Company for the benefit of the
employees. All costs of the EBT and ESOT are borne by the Company or its subsidiary WH Ireland Limited.
Joint Ownership Arrangements (the ‘JOE Agreements’) are in place in relation to 400,000 shares between the trustees of the ESOT
and a number of employees (the ‘Employees’). Under the JOE Agreements, the option for the Employees to acquire the interest that
the trustees of the ESOT has in the jointly owned shares, lapses when an employee is deemed to be a Bad Leaver. If an Employee
ceases to be an employee of the Group, other than in the event of critical illness or death, the Employee is deemed to be a Bad
Leaver.
The shares carry dividend and voting rights though these have been waived by all parties to the JOE Agreements. Due to the
consolidation of the ESOT into the Group accounts, these shares are shown in Treasury (note 28). Due to the nature of these
arrangements, the options contained in the JOE Agreements are accounted for as share-based payments (note 30).
Notes to the financial statements
82
30. Share-based payments
The Group had two schemes for the granting of non-transferable options to employees during the reporting period; the approved
Company Share Ownership Plan (CSOP) and a Save as You Earn Schemes (SAYE). In addition, options are held in the ESOT (note 29).
Details of these schemes can be found in the Remuneration Report on pages 30 to 32. SAYE matures in July 2025.
Company Share Ownership Plan (CSOP)
Under the terms of the Unapproved Options, options over the Company’s shares may be granted on a discretionary basis to
employees and consultants of the Group (including Directors) at a price to be agreed between the Company and the relevant option
holder. Under the terms of the options granted, such options vest on the third anniversary of the award dates; are exercisable at the
market price at the time the option was issued and are exercisable for ten years after the vesting date.
Salary Sacrifice Scheme
During the year, directors agreed to sacrifice a proportion of their respective salaries in consideration of being awarded with
options to subscribe, at nil cost, for a number of New Ordinary Shares, with such options vesting on a monthly basis over such
period and (subject to vesting) which may be exercised in the period of ten years following the date of vesting. Vesting is subject to
their remaining an employee of the Company at the relevant time.
Movements in the number of share options outstanding that were issued post 7 November 2002 and their related weighted average
exercise prices (WAEP) are as follows:
31 March 2024
ESOT
ESOT
2019 LTIP
2020 EMI Option
Plan
2022 EMI Option Plan
Salary Sacrifice
Plan
Options
WAEP
Options
WAEP
Options
WAEP
Options
WAEP
Options
WAEP
Options
WAEP
Outstanding at
beginning of
year
250,000
74.50p
50,000
92.5p
1,650,000
45.00p
2,936,361
44.45p
2,678,568
46.00p
-
-
Granted
-
-
-
-
-
-
-
-
-
-
13,066,665
-
Expired /
forfeited
(250,000)
74.50p
-
-
(150,000)
45.00p
(208,333)
48.00p
(1,428,570)
46.00p
-
-
Exercised
-
-
-
-
-
-
-
-
-
-
-
-
Outstanding at
end of year
-
-
50,000
92.50p
1,500,000
45.00p
2,728,028
30.82p
1,249,998
46.00p
13,066,665
-
Exercisable at
end of year
-
-
50,000
92.50p
1,500,000
45.00p
2,728,028
30.82p
1,249,998
46.00p
3,266,666
-
WA Life*
-
2.01 yrs
6.10 yrs
9.68 yrs
8.32 yrs
10.27 yrs
* WA Life represents the weighted average contractual life in years to the expiry date for options outstanding at the end of the year.
Notes to the financial statements
83
30. Share-based payments (continued)
31 March 2023
CSOP
ESOT
ESOT
2019 LTIP
2020 EMI Option
Plan
2022 EMI Option
Plan
Options
WAEP
Options
WAEP
Options
WAEP
Options
WAEP
Options
WAEP
Options
WAEP
Outstanding
at beginning
of year
35,502
84.50p
350,000
74.50p
50,000
92.5p
1,800,000
45.00p
3,644,170
37.34p
-
-
Granted
-
-
-
-
-
-
-
-
-
-
2,678,568
46.00p
Expired /
forfeited
(35,502)
84.50p
(100,000)
74.50p
-
-
(150,000)
45.00p
(260,416)
48.00p
-
Exercised
-
-
-
-
-
-
-
-
(447,393)
48.00p
-
-
Outstanding
at end of year
-
0.00p
250,000
74.50p
50,000
92.50p
1,650,000
45.00p
2,936,361
44.45p
2,678,568
46.00p
Exercisable at
end of year
-
0.00p
250,000
74.50p
50,000
92.50p
1,650,000
45.00p
2,936,361
44.45p
2,678,568
46.00p
WA Life*
-
0.50 yrs
3.01 yrs
7.10 yrs
10.68 yrs
9.32 yrs
* WA Life represents the weighted average contractual life in years to the expiry date for options outstanding at the end of the year.
The pricing models used to value these options and their inputs are as follows:
Pricing Models
ESOT
ESOT
2019 LTIP
2020 EMI Option
Plan
2022 EMI Option
Plan
Salary Sacrifice
Plan
Pricing model
Monte Carlo
N/A
Black Scholes
Black Scholes
Black Scholes
N/A
Date of grant
28/10/13-
13/4/16
30/05/17
28/06/19 &
28/12/19
01/11/20 -
01/09/21
01/04/22 -
01/11/22
28/09/23
Share price at grant (p)
74.5-114.5
125
45.0 & 49.0
42.0-56.5
30.0-45.00
5.5
Exercise price (p)
0.0-114.5
-
45.0 & 49.0
0.0-58.0
42.0-48.0
-
Expected volatility (%)
43.0000-
37.0000
N/A
50
50
21-22
N/A
Expected life (years)
5
3
3
1-3
3
2
Risk-free rate (%)
0.8000-1.9300
N/A
2
5
1.38-3.22
N/A
Expected dividend yield
(%)
0.67-2.19
N/A
N/A
N/A
N/A
N/A
31. Capital commitments
There were no capital commitments for the Group or the Company as at 31 March 2024 (FY23: £nil).
Notes to the financial statements
84
32. Related party transactions
Group
Services rendered to related parties were on the Group’s normal trading terms in an arms’ length transaction. Amounts outstanding
are unsecured and will be settled in accordance with normal credit terms. No guarantees have been given or received. No provision
(FY23: £nil) has been made for impaired receivables in respect of the amounts owed by related parties.
Key management personnel include Executive and Non-Executive Directors of WH Ireland Group plc and all its subsidiaries. They
can undertake transactions in stocks and shares in the ordinary course of the Group’s business, for their own account and are
charged for this service, as with any other client. The transactions are not material to the Group in the context of its operations, but
may result in cash balances on the Directors’ client accounts owing to or from the Group at any one point in time. The charges made
to these individuals and the cash balances owing from/due to them are disclosed in the table below. There are no other material
contracts between the Group and the Directors.
No transactions occurred with key management personnel and other relates parties during the year ended 31 March 2024 or 31
March 2023.
The total compensation of key management personnel is shown below:
Year ended 31 March 2024
Year ended 31 March 2023
£'000
£'000
Short-term employee benefits
2,565
2,528
2,565
2,528
The highest paid Director for 2024 was P Wale receiving emoluments of £374,216 (FY23: £470,868).
Company
The Parent Company receives interest from subsidiaries in the normal course of business. Total interest received during the year
was £nil (FY23: £nil). In addition, the Parent Company received a management charge of £999k (FY23: £879k) from its subsidiary WH
Ireland Limited. WH Ireland Limited also charged the Parent Company £nil (FY23: £nil) for broker services.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. The
captions in the primary statements of the Parent Company include amounts attributable to subsidiaries. These amounts have been
disclosed in aggregate in the notes 16, 20 and 23 and in detail in the following table:
Amounts owed by related parties
Amounts owed to related parties
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Readycount Limited
-
-
-
-
Stockholm Investments Limited
-
-
-
-
WH Ireland Limited
4,676
-
-
478
Harpsden WM Limited
-
-
295
295
WH Ireland Trustee Limited
-
-
17
17
4,676
-
312
790
The net amount owed by related parties is £4,364k (FY23: £790k owed to related parties) (see note 20 and 23).
The placing that took place during the year resulted in an amount owed by WH Ireland Limited to the Parent Company of £4.7m.
This is due to the shares included in the placing were in the Parent Company, and the cash received by WH Ireland Limited to be
used in the operation of the business.
Notes to the financial statements
85
33. Events after the reporting date
Successful sale of the CM business
Post year end, the Group completed on the sale of the CM division on the 12th July 2024. This sale has resulted in a positive regulatory
capital position and changed requirements. The sale will also increase potential cash inflows if and when the deferred consideration
(of up to £5 million) is paid, shortly following the first anniversary of completion of the Transaction.
The deferred consideration is to be paid in cash within 30 days of the first anniversary of Completion and is to be calculated by
reference to the retainer and transaction revenue generated by the CM Division within the 12 months after Completion. This amount
is to be the aggregate of 20% of the Retainer Fees, 30% of the Transaction Fees, 75% of the Market Making Equity Value and, subject
to the Relevant Retainer Fees being equal to or greater than £2.75m, an amount equal to the Market Making Cash (£250k).
Decision by the Board to no longer actively pursue a sale of the WM business
After the year-end the sale of the WM division did not proceed. However, at the year end date and shortly after the Board remained
committed to the disposal and therefore the WM division is classified as a discontinued operation and the assets and liabilities
form part of the disposal group at 31 March 2024. This, along with the successful sale of the CM division as announced on 3 June
2024, prompted management to reassess the strategy for the WM division. From this date, the WM division was removed from the
disposal group. The Group will now focus on implementing improvements to the remaining WM division as well as making
changes that will increase efficiencies across the business. Consequently, this division will no longer be held for sale or be shown
as a discontinued operation in the 2025 financial year. Results for the WM division have been isolated and presented in note 5.
Company information
86
Directors
P A Wale
S J Jackson
S A Moore (appointed 15 November 2023)
G G Stran (appointed 15 November 2023)
S N Lough (resigned 15 November 2023)
H R Sinclair (resigned 15 November 2023)
T F Wood (resigned 15 November 2023)
Nominated Adviser
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Joint Brokers
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Auditors
RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
Bankers
Bank of Scotland plc
2nd Floor, 1 Lochrin Square 92-98 Fountainbridge
Edinburgh
EH3 9QA
Handelsbanken plc
Anvil House Tuns Lane
Henley-on-Thames
RG9 1SA
Company Secretary
S J Jackson
Registered Office
24 Martin Lane
London
EC4R 0DR
Company Number
03870190
A lifetime of advice.
T: +44 (0) 20 7220 1666
W: www.whirelandplc.com
E: enquiries@whirelandplc.com
WH Ireland is the trading name of WH Ireland Limited which is a wholly owned subsidiary of WH Ireland Group plc. WH Ireland
Limited is authorised and regulated in the UK by the Financial Conduct Authority, is registered in England & Wales with company
number 02002044 and is a member of the London Stock Exchange. VAT No. 727149034.