This report is printed on Revive 100% White Silk, a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the
ISO 14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process.
This report has been produced using vegetable based inks.
To view the report online visit: www.augmentum.vc
Investing in Fintech.
Augmentum Fintech plc
Annual Report
Annual Report
For the year ended 31 March 2025
For the year ended 31
st
2025March
Investing in Fintech.
Annual Report
For the year ended 31
st
2025March
About Augmentum Fintech plc
1ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Strategic Report and Business Review
2 Chairman’s Statement
5 Investment Objective and Policy
6 Portfolio Review
7 Key Investments
13 Other Investments
16 Portfolio Manager’s Review
20 Strategic Report
Corporate Governance
33 Board of Directors
34 Management Team
35 Directors’ Report
39 Corporate Governance Report
45 Directors’ Remuneration Report
48 Directors’ Remuneration Policy
49 Report of the Audit Committee
52 Statement of Directors’ Responsibilities
Financial Statements
53 Consolidated Income Statement
54 Consolidated and Company Statements of
Changes in Equity
55 Consolidated Balance Sheet
56 Company Balance Sheet
57 Consolidated Cash Flow Statement
58 Company Cash Flow Statement
59 Notes to the Financial Statements
70 Independent Auditor’s Report to the Members of
Augmentum Fintech plc
Further Information
78 Information for Shareholders
79 Glossary and Alternative Performance Measures
81 Contact Details
Contents
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 1
Chairman’s Statement
2 AUGMENTUM FINTECH PLC
Introduction
This is our seventh, and my first, annual report since the launch of the
Company in March 2018, and covers the year ended 31 March 2025.
It has been a frustrating year on several counts. On the one hand, as
you can see below and in our Portfolio Manager’s report, our portfolio
continues to deliver impressive operating performance, we have made
two exciting new investments, and we disposed of Onfido and
FullCircl, at an average premium of 42% to their previous reported
values. On the other hand, as both our operating businesses and our
longsuffering shareholders can see every day, the wider market
environment has proven – in a word – inhospitable. This has, firstly,
depressed our Net Asset Value (“NAV”) per share, which fell 3.5%. And,
secondly, our shareholders have seen an even worse Total Shareholder
Return of -15.4%, resulting in our discount to NAV widening from 40.0%
to 47.4% as at 31 March 2025.
Our mission and strategy
Your company’s mission is to become Europe’s leading fintech venture
investor. Fintech is a growth sector that the UK/Europe region has
particular strengths in, and indeed Fintech is arguably the one tech
sector where Europe’s ability to create ‘unicorns’ exceeds that of the
USA. We believe that there has never been a better time to pursue our
mission.
We are currently unique, in two respects. We are the only European
fintech venture capital fund which is an I
nvestment Trust, and thus
accessible to the broadest possible pools of capital, and capable of
operating as patient capital in ways that traditional GP/LP venture funds
often struggle to do. And secondly, within the circa 260 investment
trusts listed on the London Stock Exchange, we are the only one
focusing on fintech venture capital in and around Europe.
Our vision sees our portfolio growing over the medium term to over
€1billion, comprising more than 30 investments, with several investments
having ‘graduated’ via an IPO. On the journey, we expect to see our
brand strengthening, our talent pool growing, and our relationships
deepening across the European fintech ecosystem of regulators,
capital providers, entrepreneurs and fintech supply chains.
Our strategy has four pillars:
l Focusing on fintech venture opportunities. Early stage private
fintech businesses in and around Europe are what we are focused
on. Such businesses are disruptive to and/or help to digitalise the
traditional financial services sector. A typical investment will offer
the prospect of high growth and the potential to scale during their
period of value creation. We are active investors with a team that
works closely with the companies we invest in, typically taking
either a board or an observer seat.
Our Portfolio Manager aims, before costs, for our diversified
portfolio of such investments to generate a long-term return of
20% on invested capital and for cash invested to return on average
3x at exit. In practice, successful venture capital portfolios can
expect to see a wide range of exit multiples and rely for their strong
returns on the outsized winners – which are usually rare.
l Building a team and network with a reputation for board-level
expertise. As well as being strong allocators of capital, we need to
be appealing partners for top entrepreneurs – bringing expertise,
relationships and resources to the table.
l Operating with a high Return on Investment mindset. We
revere value-for-money, and we want maximum ‘bang for our buck’.
l Operating as patient capital. We think and operate for the long
term.
Performance
Our portfolio companies delivered very strong trading performance
over the year, and I want to congratulate the management teams
leading our businesses. The 25 extraordinary businesses in our
portfolio include businesses of significant scale, delivering impressive
growth; their combined revenues grew by 31% from £0.93 billion to
£1.22billion and their aggregate profitability is now £65million, a margin
of 5.4%, up from a loss of £29 million and -3.1% a year earlier. Six of our
* These are considered to be Alternative Performance Measures. Please see the Glossary and Alternative
Performance Measures on page 79.
1
The Board considers the NAV per share after any performance fees provision to be the most accurate way to
reflect the underlying value of each share, whereas accounting standards require the Group’s consolidated
NAVper share to be presented before such fees are deducted as a consequence of our Portfolio Manager
being within our Group structure and the fees therefore being eliminated on consolidation.
To read about our KPIs see page 23.
Performance Highlights
31 March 31 March
2025 2024
NAV per Share after performance fee
1
* 161.5p 167.4p
NAV per Share after performance fee Total Return*
(3.5%) 5.4%
Share pric
e 85.0p 100.5p
Total Shareholder Return*
(15.4%) 3.6%
Discount to NAV per Share after performance fee*
(47.4%) (40.0%)
Ongoing Charges Ratio*
2.0% 2.0%
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 2
Chairman’s Statement continued
businesses are now profitable, with the total profit of these businesses
having more than doubled from over £50 million to over £130 million.
Our portfolio is diversified across different fintech sectors, European
markets and maturity stages. Its exposure to the constituent companies’
strong trading performance, weighted by our respective shareholdings,
reflects the strong performance cited above.
Our share of these
companies’ revenues grew approximately 27% last year to £49 million,
and our share of profits/(losses) was a breakeven performance.
Of course, trading performance does not directly map across to Net
Asset Value. Your Board considers its governance role in the valuations
process to be of utmost importance and understands that shareholders
and potential investors can be sceptical of private equity valuations as
they cannot be readily verified in the way that public equities can. We
consider and challenge all of the investment valuations used for the full
and half year financial statements. These are then in turn reviewed by
our independent AIFM, Frostrow, and our external auditors, BDO. The
valuations are arrived at using appropriate and consistent
methodologies in accordance with International Private Equity and
Venture Capital (“IPEV”) Valuation Guidelines and we sense check and
debate our conclusions on the assets themselves and their market
context.
We have marked down one of our larger holdings, the Berlin-based
Grover, by £26.3 million. Grover has completed a strategic review and
is in the middle of a restructuring. This is our largest write down ever,
reflecting in part the scale that Grover operates at. Our co-founder
Richard Matthews has recently stepped in as chair to support the
restructuring – as the Portfolio Manager's report explains in more detail.
Aside from Grover’s unique situation, our portfolio’s strong trading
performance contributed a £31.1 million increase to our Net Asset Value.
However, our valuations took a £15.2 million knock from the decline in
multiples of publicly traded comparables as markets grew uneasy over
the possible approach of the Trump administration to tariffs. This was
particularly felt among growth and technology stocks (which comprise
the bulk of our peer comparables). The NASDAQ* fell 14% from its
December all-time high to March 31st. Since then, markets have
recovered and at the time of writing the NASDAQ had reached a new all
time high, 17% above the 31st March level. We expect strong operating
performance to continue, and where the portfolio goes, our Net Asset
Value should eventually follow.
Our Portfolio Manager invested £18.9 million during the year, including
in two new investments LoopFX and Pemo, and nine follow-on
investments – as detailed in the Portfolio Manager’s report. The exits
previously mentioned realised £16.3 million. Further details on all
transactions are provided in the Portfolio Manager’s report.
We are disappointed that the cumulative effect of these movements is
that your Company’s NAV after performance fee at 31 March 2025 was
£270 million, 161.5p per share, down 3.5% from 31 March 2024.
And just as trading performance does not map directly across to Net
Asset Value, nor does Net Asset Value map directly across to share
price performance. The first few months of 2025 have seen significant
market turmoil, which affected our share price too. With the S&P500
and NASDAQ now up slightly on the start of the year, one might almost
forget the sharp drops both indices – and indeed our own share price –
endured earlier this calendar year – reaching their nadir almost exactly
at the end of our financial year.
Our share price on 31 March 2025 closed at 85.0p per share, down
15.5p from the price at 31 March 2024 and representing a widening of
the discount to the NAV per share after performance fee to 47.4%. As at
31 March 2025, similar to last year, our market capitalisation was £142
million, a multiple of 2.9x the £49 million ownership-weighted revenues
of our portfolio. This market capitalisation is less than the valuation of
our top three positions (Tide, Zopa Bank, and Volt), plus cash, and
attributes no value at all to our £134million of other investments.
Whatever the reasons, and notwithstanding a subsequent recovery in
our share price to 99.0p per share at the last close (27 June 2025), the
poor shareholder return over the financial year is frustrating. The Board
is acutely aware that since our IPO the very strong operating
performance of our portfolio has not been reflected in shareholder
returns as a result of a widening discount to NAV.
There is a full review of the portfolio and investment transactions during
the year in the Portfolio Manager’s Review beginning on page 16.
Portfolio Management
At its launch the Company adopted an internalised management
structure, with Augmentum Fint
ech Management Limited (“AFML” or the
“Portfolio Manager”), a subsidiary of the Company, appointed as the
Company’s Portfolio Manager. With this structure it was considered that
if AFML subsequently took on other fund management and advisory
mandates with third parties it would provide an additional income
stream to the Group.
Since that time, an unanticipated disadvantage of the internalised
structure emerged. During 2021, the Company was advised that the
long-term employee benefit plan to incentivise employees of AFML and
align them with shareholders through participation in the realised
investment profits of the Group had adv
erse accounting consequences
for the Group. To address this, the AFML employee remuneration plan
that had been in place was terminated. AFML continued to be entitled
to a performance fee as before, but the allocation to AFML employees
of any performance fee paid by the Company to AFML changed to
being at the discretion of the board of AFML, with oversight from the
Management Engagement & Remuneration Committee of the
Company. However, this had the knock-on effect that AFML was not
able to offer its directors and employees a binding points-based
remuneration structure such as would be typical for venture capital
investment managers and put AFML at a competitive disadvantage in
hiring at a senior level and could be detrimental to staff retention. This is
also an important consideration for the Company since it is reliant on
the Portfolio Manager to generate investment returns for the benefit of
shareholders and for any opportunity to earn supplementary income
from additional funds.
Following careful consideration by the Board, and having consulted with
the Company’s major shareholders, the Board has agreed that, subject
to shareholder approval, AFML will appoint Augmentum Capital LLP, an
English limited liability partnership controlled by Tim Levene and
Richard Matthews, the CEO and COO of AFML, as Investment Adviser
in relation to AFML's portfolio management duties. Augmentum Capital
LLP will engage, as employees or members, the staff of AFML who are
3ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
* NASDAQ Composite Index (total return, dollars)
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 3
currently engaged in the provision of investment advice. Augmentum
Capital LLP is authorised and regulated by the FCA. It is not a subsidiary
of the Company. AFML will retain certain functions (and associated
personnel), being portfolio management, investor relations and
marketing, systems and office administration.
There will be no change to the overall level of fees paid by the Company
and Augmentum Capital LLP should be able to offer its members and
employees a more conventional remuneration package than AFML can,
addressing the current structural issue.
The agreements that have been
negotiated in relation to this change include provisions for fee sharing in
respect of any further funds, conserve the existing termination notice
period and the Company and/or AFML will continue to own the brand
and associated intellectual property associated with the management of
the portfolio. There will be no change to the Company’s AIFM, Frostrow
Capital LLP; and AFML will remain as portfolio manager to theCompany.
A separate circular in relation to this, convening a General Meeting to
be held at 10.00 a.m. on Thursday, 24 July 2025 at 25 Southampton
Buildings, London WC2A 1AL, is being published alongside this
annualreport.
Cash Reserves, Discount and Share Buybacks
The use of the Company’s cash reserves is a matter of regular Board
review. We aim to balance the benefits of highly accretive buybacks
when discounts are high against ensuring that we hold appropriate
reserves to fund follow on investments and capture the best of the new
investment opportunities that we continue to see.
The Company’s shares traded at a discount to NAV throughout the year
under review and up to the date of this report. The Board continues to
discuss our position in the market with its advisers. We believe our
share price performance does not fairly reflect the true value of our
portfolio. Instead, our discount, in common with many other investment
trusts, reflects wider market dynamics and the particular circumstances
of some of our shareholders – and presents a buying opportunity for
some future shareholders. We are working hard to turn the market’s
challenges into opportunities.
Share buybacks are one of the mechanisms your Board actively
considers. When I consulted with several of our shareholders earlier this
calendar year I made a point of canvassing views on share buybacks.
There was widespread agreement that buybacks, while accretive to
NAV, are not effective in controlling the discount. Accordingly, we only
bought back 2,550,383 shares (1.5% of our issued share capital) in the
financial year (2024: 4,687,567 shares, 2.7% of issued share capital) –
and only as allowed under market abuse rules. All the shares
repurchased by the Company are being held in treasury. The average
purchase price was 104.9p per share, representing an average discount
to the prevailing NAV per share after performance fee of 37.5% and
adding 1.0p to the NAV per share. No shares have been bought back
since March, up to the date of this annual report.
We will seek to renew shareholders’ authorities to issue and buy back
shares at the forthcoming AGM.
Dividend
No dividend has been declared or recommended for the year. Your
Company is focused on providing capital growth and the Board is not
expecting to recommend paying a dividend in the foreseeable future.
AGM
Our AGM will be held on Wednesday, 17 September 2025 at 11.00 a.m.
at 25 Southampton Buildings, London WC2A 1AL. Your Board strongly
encourages shareholders to register their votes in advance using the
proxy form provided or by voting online, or if they are not held directly, by
instructing the nominee company through which the shares are held.
Registering votes in advance does not preclude shareholders from
attending the meeting.
Details of all the resolutions can be found in the Notice of AGM, which is
published separately from this annual report and will be sent to
shareholders when the annual report is published. Both documents will
also be available to view on or download from the Company’s website
at www.augmentum.vc.
Your Directors consider that all the resolutions listed are in the best
interests of the Company and its shareholders and recommend voting
in favour of them, as your Directors intend to do in respect of their
ownholdings.
Outlook
The fundamentals of our portfolio of businesses are good with strong
top line growth and improving profitability. Our strategy is time-tested
and proven despite the current challenging market conditions, with a
gross IRR of 31% and 2.4x multiple on realisations.
While markets remain mired in uncertainty and frustration, the European
fintech sector is scaling impressively with several €1 billion+ businesses
paving the way – including several in our portfolio. As a Board we are
very mindful of the discount to NAV and we are working hard to find
ways to narrow the discount. In the meantime, we believe our portfolio
of extraordinary businesses represents a compelling investment
proposition for growth-savvy investors.
William Reeve
Chairman
30 June 2025
4 AUGMENTUM FINTECH PLC
Chairman’s Statement continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 4
5ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Investment objective
The Company’s investment objective is to generate capital growth over
the long term through investment in a focused portfolio of fast growing
and/or high potential private financial services technology (“fintech”)
businesses based predominantly in the UK and wider Europe.
Investment policy
In order to achieve its investment objectiv
e, the Company invests in
early or later stage investments in unquoted fintech businesses. The
Company intends to realise value through exiting these investments
over time.
The Company seeks exposure to early stage businesses which are
high growth, with scalable opportunities, and have disruptive
technologies in the banking, insurance and wealth and asset
management sectors as well as those that provide services to underpin
the financial sector and other cross-industry propositions.
Investments are expected to be mainly in the form of equity and equity-
related instruments issued by portfolio companies, although
investments may be made by w
ay of convertible debt instruments. The
Company intends to invest in unquoted companies and will ensure that
the Company has suitable investor protection rights where appropriate.
The Company may also invest in partnerships, limited liability
partnerships and other legal forms of entity. The Company will not invest
in publicly traded companies. However, portfolio companies may seek
initial public offerings from time to time, in which case the Company may
continue to hold such investments
without restriction. The Company
may also hold securities in publicly traded companies, including non-
fintech companies, that have been received as consideration for the
Company’s holding in a portfolio company (“Listed Consideration
Securities”).
The Company may acquire investments directly or by way of holdings in
special purpose vehicles or intermediate holding entities (such as the
Partnership*).
The Management Team has historically taken a board or board
observer position at investee companies and, where in the best
interests of the Company, will do so in relation to future
investeecompanies.
The Company’s portfolio is expected to be diversified across a number
of geographical areas predominantly within the UK and wider Europe,
and the Company will at all times invest and manage the portfolio in a
manner consistent with spreading investment risk.
The Management Team will actively manage the portfolio to maximise
returns, including helping to scale the team, refining and driving key
performance indicators, stimulating growth, and positively influencing
future financing and exits.
Investment restrictions
The Company will invest and manage its assets with the object of
spreading risk through the following in
vestment restrictions:
l the value of no single investment (including related investments in
group entities or related parties) will represent more than 15% NAV,
save that one investment in the portfolio may represent up to 20%
of NAV;
l the aggregate value of seed stage investments will represent no
more than 1% of NAV;
l at least 80% of NAV will be invested in businesses which are
headquartered in or have their main centre of business in the UK or
wider Europe; and
l the aggregate value of holdings of Listed Consideration Securities
may not exceed 2.5% of NAV.
In addition, the Company will itself not invest more than 15% of its gross
assets in other investment companies or
investment trusts which are
listed on the Official List of the FCA.
Each of the restrictions above will be calculated at the time of investment
and disregard the effect of the receipt of rights, bonuses, benefits in the
nature of capital or by reason of any other action affecting every holder of
that investment. The Company will not be required to dispose of any
investment or to rebalance the portfolio as a result of a change in the
respective valuations of its assets.
For the purposes of the investment policy, “NAV” means the consolidated
assets of the Company and its consolidated subsidiaries (together “the
Group”) less their consolidated liabilities, determined in accordance with
the accounting principles adopted by the Group from time to time.
Hedging and derivatives
Save for investments made using equity
-related instruments as
described above,
the Company will not employ derivatives of any kind
for investment purposes, but derivatives may be used for currency
hedging purposes.
Borrowing policy
The Company may, from time to time, use borrowings to manage its
working capital requirements but shall not borrow for investment
purposes. Borrowings will not exceed 10% of the Company’s Net Asset
Value, calculated at the time of borrowing.
Cash management
The Company may hold cash on deposit and may invest in cash
equivalent investments, which may
include short-term investments in
money market type funds and tradeable debt securities.
There is no restriction on the amount of cash or cash equivalent
investments that the Company may hold or where it is held. The Board
has agreed prudent cash management guidelines with the AIFM and
the Portfolio Manager to ensure an appropriate risk/return profile is
maintained. Cash and cash equivalents are held with approved
counterparties.
It is expected that the Company will hold between 5% and 15% of its
Gross Assets in cash or cash equivalent investments, for the purpose of
making follow-on investments in accordance with the Company’s
investment policy and to manage the working capital requirements of
the Company.
Changes to the investment policy
No material change will be made to the investment policy without the
approval of Shareholders by ordinary resolution. Non-material changes
to the investment policy may be approved by the Board. In the event of
a breach of the investment policy set out abo
ve or the investment and
gearing restrictions set out therein, the Management Team shall inform
the AIFM and the Board upon becoming aware of the same and if the
AIFM and/or the Board considers the breach to be material, notification
will be made to a Regulatory Information Service.
Investment Objective and Policy
* Please refer to the Glossary on page 79.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 5
6 AUGMENTUM FINTECH PLC
Portfolio Review
Fair value of Impact Fair value of
holding at Net of foreign holding at % of Net
31 March investments/ currency rate Investment 31 March assets after
2024 (realisations) changes
#
gains/(losses)
#
2025 performance
£’000 £’000 £’000 £’000 £’000 fee
Tide 51,293 2,000 – 11,924 65,217 24.1%
Zopa Bank^ 39,291 505 – (3,488) 36,308 13.4%
Volt 25,458 – – (5,437) 20,021 7.4 %
BullionVault^ 13,119 (400) – 3,687 16,406 6.1%
Iwoca 7,926 – – 6,552 14,478 5.4%
Grover 35,893 4,451 (932) (25,354) 14,058 5.2%
XYB 7,135 3,500 – 1,984 12,619 4.7%
AnyFin 9,415 843 (197) 1,190 11,251 4.2%
Intellis 10,074 – 130 910 11,114 4.1%
Gemini 10,924 – (266) (1,344) 9,314 3.4%
Top 10 Investments 210,528 10,899 (1,265) (9,376) 210,786 78.0%
Other Investments* 44,407 1,027 (383) (58) 44,993 16.6%
Onfido 10,148 (9,930) – – 218 0.1%
Total Investments 265,083 1,996 (1,648) (9,434) 255,997 94.7%
Cash & cash equivalents 38,505 32,256 12.0%
Net other liabilities (271) (2,837) (1.1%)
Net Assets 303,317 285,416 105.6%
Performance Fee provision (18,980) (15,244) (5.6%)
Net Assets after performance fee 284,337 270,172 100.0%
#
The amounts in both columns are included within (Losses)/Gains on Investments in the Income Statement.
^ Held via Augmentum I LP
* There are fifteen other investments (31 March 2024: fourteen). See pages 13 to 15 for further details.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 6
7ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Key Investments
Digital Asset Infrastructure
The Augmentum portfolio is well diversified across the fintech ecosystem
NAV
1
by sub-sector, %
Payments
Wealth & Asset Management
SME Digital Banking & Lending
Infrastructure
Proptech
1. NAV before performance fee, as at 31 March 2025, NAV after performance fee is £270.2m
2. £29.3m cash reserves as at 31 March 2025
3. Investment in RetailBook made post-year end.
4. Following the acquisition of Farewill by Dignity in February 2025, we now hold shares in Dignity’s parent company Castelnau Group, a publicly listed fund
Circular Economy
Consumer Digital Banking & Lending
Insurtech
Cash and other net assets
2
NAV
1
£285.4m
3
4
28%
17%
11%
10%
8%
7%
5%
3%
1%
10%
Portfolio valuation changes
Gross
Portfolio
Value
NAV
3
1. Onfido exited in April 2024. FullCircl exited in October 2025
2. Consolidated cash position of £32.3m less net liabilities
3. NAV is shown before performance fee , NAV after performance fee is £270.2m
Year ended 31 March 2025
Mar-24 Investment Realisation
1
Uplift Reduction Cash available & other
2
Mar-25
Other
Total
£51.3m
£2.0m
£11.9m
£65.2m
£39.3m
£0.5m
(£3.5m)
£36.3m
£25.5m
(£5.4m)
£20.0m
£13.1m
(£0.4m)
£3.7m
£16.4m
£7.9m
£6.6m
£14.5m
£35.9m
£4.5m
(£26.3m)
£14.1m
£7.1m
£3.5m
£2.0m
£12.6m
£9.4m
£0.8m
£1.0m
£11.3m
£10.1m
£1.0m
£11.1m
£65.5m
£8.1m
(£15.4m)
(£3.0m)
£54.5m
£256.0m
£29.4m
£285.4m
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 7
8 AUGMENTUM FINTECH PLC
Key Investments continued
Tide’s (www.tide.co) mission is to help small and mid-sized businesses
(“SMEs”) save time and money in the running of their businesses.
Members (customers) can be set up with an account number and sort
code in less than 10 minutes, and the company continues to build a
comprehensive suite of digital banking services for businesses,
including automated accounting, savings, credit, business loans, card
readers and invoicing. Tide acquired Onfolk in 2024, giving Tide
members a payroll solution.
Tide acquired Funding Options in 2022, giving Tide’s customers access
to a wider range of credit options and created Partner Credit Services,
one of the UK’s biggest digital marketplaces for SME credit. Tide is
alsoexpanding geographically, with a significant business now
established in India and has recently launched in Germany. Tide has
more than 10% market share of small business accounts in the UK and
has more than 1 million membersworldwide.
Augmentum led Tide’s £44.1 million first round of Series B funding in
September 2019, alongside Japanese investment firm The SBI Group.
In July 2021 Tide completed an £80 million Series C funding round led
by Apax Digital, in which Augmentum invested an additional £2.2 million
and into which the £2.5 million loan note was converted. Augmentum
invested a further £4.2 million in October 2023 and £2.0 million in May
2024 through a combination of primary and secondary transactions.
Source: Tide 31 March 31 March
2025 2024
£’000 £’000
Cost 19,376 17,376
Value 65,217 51,293
Valuation Methodology^ Rev. Multiple Rev. Multiple
As per last filed audited accounts of the investee company for the year
to 31 December 2023:
2023 2022
£’000 £’000
Turnover 119,351 59,176
Pre tax loss (43,714) (39,795)
Net assets 19,372 32,444
^ See note 13(iii) on pages 63 to 65.
Founded in 2020, with a full banking licence and backed by some of
Silicon Valley’s most iconic investors, digital bank Zopa (www.zopa.com)
is building the “Home of Money”. Zopa Bank secured its banking license
in just over 4 years, and has grown to just under 1.5 million customers,
achieved profitability, and launched unsecured personal loans, BNPL
retail finance and POS, car finance, credit cards, savings accounts, and
tools for improved financial management and health.
Zopa Bank achieved its first full year of profitability in 2023, swinging to
a pre-tax profit of £15.8 million for the financial year ending 31 December
2023. It again doubled pre-tax profits to £34.2 million in FY2024. Zopa
Bank has lent more than £13 billion to consumers in the UK to date and
takes care of over £5 billion in savings.
Zopa Bank was again voted the UK’s best Personal Loan Provider and
best Credit Card Provider at the 2024 British Bank Awards. Zopa Bank
Limited is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority.
Augmentum participated in a £20million funding round led by
Silverstripe in March 2021, added £10million in a £220 million round led
by SoftBank in October 2021, and in February 2023 invested a further
£4million as part of a £75 million equity funding round alongside other
existing investors. In September 2023 Zopa Bank raised £75 million in
Tier 2 Capital to support further scaling, and in December 2024, raised
£68 million in an equity round led by A.P. Moller in which Augmentum
participated.
Source: Zopa Bank 31 March 31 March
2025 2024
£’000 £’000
Cost 33,670 33,670
Value 36,308 39,291
Valuation Methodology Rev. Multiple Rev. Multiple
As per last filed audited accounts of the investee company for the year
to 31 December 2024:
2024 2023
£’000 £’000
Operating income 298,612 223,544
Pre tax profit 28,774 10,828
Net assets 496,446 410,385
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 8
9ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Key Investments continued
Volt (www.volt.io) is building the infrastructure for global real-time
payments. Launched in 2019, its payment network is the first to unite
domestic account-to-account schemes t
o a single interoperable
standard. Scaling and enterprise businesses use it to accept real-time
payments (via a Pay by Bank option at checkout), initiate payouts and
manage funds. In doing so, they benefit from faster settlement times,
lower fees, and full visibility of payment value chains.
Headquartered in London, Volt – which is live in 31+ markets across the
UK, the EU and Australia – has offices in Warsaw, Kraków and Sydney.
In early 2025, it secured its UK EMI licence and, a few months earlier in
2023, its Polish Payment Institution licence – enabling it to offer virtual
accounts alongside payment initiation services.
Recent milestones for Volt include partnerships with Farfetch and
Pay.com, the development of its one-click checkout in Australia, and the
launch of virtual IBANs to enable merchants to automatically reconcile
high volumes of user deposits. It also partners with Worldpay, the world’s
largest merchant acquirer, and Shopify, the global ecommerce platform.
Augmentum invested £0.5 million in Volt in December 2020, £4 million
in its June 2021 US$23.5 million Series A funding round and £5.3million
in its US$60 million Series B funding round in June 2023.
Source: Volt 31 March 31 March
2025 2024
£’000 £’000
Cost 9,800 9,800
Value 20,021 25,459
Valuation Methodology Rev. Multiple Rev. Multiple
Volt is not required to publicly file audited accounts.
BullionVault (www.bullionvault.com) is a physical gold and silver market
for private investors online. It enables people across 175 countries to buy
and sell professional-grade bullion at competitive prices online.
BullionVault currently has £4 billion of assets under management, with
over £100 million worth of gold and silver traded monthly.
Each user’s property is stored in secure, specialist vaults in London,
New York, Toronto, Singapore and Zurich. BullionVault’s unique daily
audit then proves the full allocation of client property every day. The
company generates monthly profits from trading, commission, custody
fees and interest. It is cash generative, dividend paying, and well-placed
for any cracks in the wider financial markets.
The BullionVault holding was one of the seed assets acquired by the
Company at its IPO in March 2018, for £8.4 million.
Source: BullionVault 31 March 31 March
2025 2024
£’000 £’000
Cost 8,424 8,424
Value 16,406 13,119
Valuation Methodology Earnings Earnings
Multiple Multiple
Dividends paid* 400 799
*BullionVault has shifted from paying a single final dividend to issuing three interim
dividends, which has resulted in a delay in distributing dividends for its most recent
financial year.
As per last filed audited accounts of the investee company for the year
to 31 October 2024:
2024 2023
£’000 £’000
Turnover 336,297 288,113
Pre tax profit 18,937 13,023
Net assets 53,307 46,323
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 9
10 AUGMENTUM FINTECH PLC
Key Investments continued
Berlin-based Grover (www.grover.com) is the leading consumer-tech
subscription platform, bringing the access economy to the consumer
electronics market by offering a simple, monthly subscription model for
technology products. Private and business customers have access to
over 1,500 products including smartphones, cameras, laptops, virtual
reality technology, gaming, wearables and smart home appliances. The
Grover service allows users to keep, switch, buy, or return products
depending on their individual needs. Rentals are available in Germany,
Austria, the Netherlands and Spain. Grover is at the forefront of the
circular economy, with products being returned, refurbished and
recirculated until the end of their usable life.
Augmentum participated in multiple funding rounds, initially investing in
2019, with three follow on investments up to March 2024. In the current
year a €1.8 million investment was made into a CLN as part of a bridging
round and a further €3.5 million was invested in March 2025 following
Grover's strategic review and restructuring.
Source: Grover 31 March 31 March
2025 2024
£’000 £’000
Cost 13,745 9,295
Value 14,058 35,893
Valuation Methodology Rev. Multiple Rev. Multiple
As an unquoted German company, Grover is not required to publicly file
audited accounts.
Founded in 2011, iwoca (www.iwoca.co.uk) uses award-winning
technology to disrupt small business lending across Europe. Since
launch, iwoca has provided over £3.5 billion in loans to SMEs across the
UK and Germany, solidifying its role as a key funding partner for small
businesses.
In February 2023 iwoca hit profitability and saw an increase of over 50%
in the number of businesses funded across the UK and Germany year on
year, reinforcing its position as one of Europe’s most scalable and
reliable fintech lenders. With £1.5 billion in investment across equity and
debt, iwoca stands among Europe’s best-funded fintech success stories
and continues to demonstrate the strong profit potential of tech-enabled
lending through the use of machine learning and digital infrastructure.
Augmentum originally invested £7.5 million in Iwoca in 2018 and has
since added £0.35 million. Iwoca has raised over £1 billion in debt
funding from partners including Barclays, Pollen Street Capital, Värde,
Citibank and Insight Investment.
Source: Iwoca
31 March 31 March
2025 2024
£’000 £’000
Cost 7,852 7,852
Value 14,478 7,926
Valuation Methodology Earnings Earnings
Multiple Multiple
As per last filed audited accounts of the investee company for the year to
31 December 2024:
2024 2023
£’000 £’000
Turnover 234,160 142,584
Pre tax profit 59,133 21,784
Net assets 94,686 54,976
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 10
11ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Key Investments continued
Anyfin (www.anyfin.com) was founded in 2017 by former executives of
Klarna, Spotify and iZettle, and leverages technology to allow creditworthy
consumers the opportunity to improve their financial wellbeing by
consolidating and refinancing existing credit agreements with improved
interest rates.
Anyfin is currently available in Sweden, Finland, Norway and Germany, with
plans to expand across Europe as well as strengthen its product suite in
existing markets. With more than one million app downloads to date,
Anyfin has saved its customers a combined €103 million, lowering the
average user’s loan costs by 40%. In July 2024 Anyfin announced
UC-kollen, a new service in the Anyfin app providing daily credit rating
updates and tips to improve scores. In June 2025 Anyfin was granted a
banking licence in Sweden, which should open up a wider finance base
and lower borrowing costs.
Augmentum invested £7.2 million in Anyfin in September 2021 as part of a
US$52 million funding round, a further £2.7 million as part of a
US$30million funding round in November 2022 and £0.8 million in
July2024.
Source: Anyfin
31 March 31 March
2025 2024
£’000 £’000
Cost 10,768 9,924
Value 11,251 9,416
Valuation Methodology Rev. Multiple Rev. Multiple
As an unquoted Swedish company, Anyfin is not required to
publicly file audited accounts.
XYB (www.xyb.co) offers a platform for modern adaptive financial
infrastructure. Launched by Monese in May 2023 and spun out as a
separate business in May 2024, XYB empowers banks and non-banks
to provide comprehensive financial services to individuals and
businesses. XYB also enables banks to transform and modernise their
legacy systems, integrate new services, and help them prepare for
regulatory change with minimal risk. XYB now has 200+ coreless
banking services and 60+ partner adaptors.
In 2024, XYB partnered with IBM to provide technologies and consulting
expertise that can help financial services organisations address the
growing requirements for core modernisation initiatives. XYB also counts
HSBC and Investec amongst its client base. The BaaS sector shows
strong growth as established banks and fintech companies continue to
bring innovative digital products to market.
Augmentum invested £1 million specifically into the spun-out business
via a secondary transaction in September 2024, bringing total
investment made by Augmentum as part of the separation of XYB and
Monese to £3.5 million.
Source: XYB 31 March 31 March
2025 2024
£’000 £’000
Cost 10,635* n/a
Value 12,619 n/a
Valuation Methodology Rev. Multiple n/a
XYB is a new company and no accounts have been filed.
* Includes legacy Monese investment costs attributable to the XYB business.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 11
12 AUGMENTUM FINTECH PLC
Key Investments continued
Gemini (www.gemini.com) enables individuals and institutions to safely
and securely buy, sell and store cryptocurrencies. Gemini was founded
in 2014 by Cameron and Tyler Winklevoss and has been built with a
security and regulation first approach. Gemini operates as a New York
trust company regulated by the New York State Department of Financial
Services (NYSDFS) and was the first cryptocurrency exchange and
custodian to secure SOC 1 Type 2 and SOC 2 Type 2 certification.
Gemini entered the UK market in 2020 with an FCA Electronic Money
Institution licence, becoming one of only ten companies to have
achieved FCA Cryptoasset Firm Registration at that time. Gemini is
available in more than 70 countries.
Gemini announced acquisitions of portfolio management services
company BITRIA and trading platform Omniex in January 2022. Gemini
expanded into the UAE and Asia in 2023, and in 2024 was selected as
custodian for Path Crypto’s Managed Portfolios, the first and only bitcoin
ETF in Australia launched by Monochrome Asset Management, and a
landmark ether staking ETF fund launched by Purpose Investments.
Augmentum participated in Gemini’s first institutional funding round in
November 2021 with an investment of £10.2 million.
Source: Gemini
31 March 31 March
2025 2024
£’000 £’000
Cost 10,150 10,150
Value 9,314 8,306
Valuation Methodology Rev. Multiple Rev. Multiple
Gemini is not required to publicly file audited accounts.
Intellis (https://intellis.ch), based in Switzerland, is an algorithmic
powered quantitative hedge fund operating in the FX space. Intellis’
proprietary approach uses artificial intelligence and takes a conviction-
based assessment towards trading – a position which is uncorrelated to
traditional news and macro/trade-driv
en investment patterns. The
company operates across a range of global trading venues with a
regulated Investment Trust fund structur
e on behalf of multiple
externalinvestors.
Following an initial investment of €1 million in 2019, Augmentum
exercised its option to invest a further €1 million in March 2020 and a
further €1 million in March 2021.
Source: Intellis
31 March 31 March
2025 2024
£’000 £’000
Cost 2,696 2,696
Value 11,114 10,074
Valuation Methodology P/E Multiple P/E Multiple
As an unquoted Swiss company, Intellis is not required to publicly file
audited accounts.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 12
13ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Other Investments
Wematch (www.wematch.live) is a capital markets digital trading and
workflow platform that helps financial institutions transition liquidity to an
orderly electronic service, improving productivity and de-risking the
process of voice broking. Their solution helps traders find liquidity,
negotiate, trade, optimise and manage the lifecycle of their portfolios of
assets and trade structures in the securities trading space.
Created in 2017, Wematch is headquartered in Tel Aviv and has offices in
New York, London and Paris. Wematch is helping 85+ financial
institutions digitally transform their trading operations and has reached
$960 billion+ in ongoing notionalvolume.
Augmentum invested £3.7 million in September 2021 and £0.4 million in
August 2024.
Artificial (www.artificial.io) is an established underwriting technology
provider for the London Insurance Market. This London-based insurtech
partners with global insurers and brokers to facilitate algorithmic
placement of commercial and specialty risk, backed by their powerful
contract builder and underwriting platform. Artificial continues to show
strong commercial traction, signing multiple enterprise contracts with
some of the largest brokers and underwriters globally. Artificial works
with top performing global brokers and carriers like Chaucer, Convex,
The Ardonagh Group, Lockton, BMS and many more. Artificial was
recently named in the 2024 CB Insights’ list of the 100 most innovative
fintech startups.
Augmentum led Artificial’s £8 million Series A+ round in January 2024
with a £4 million investment, alongside existing investors MS&AD
Ventures and FOMCAP IV.
Helsinki based Tesseract (www.tesseractinvestment.com) is a forerunner
in the dynamic digital asset sector, providing digital lending solutions to
market makers and other institutional market participants via regulated
custody and exchange platforms. Tesseract was founded in 2017, is
regulated by the Finnish Financial Supervisory Authority (“FIN-FSA”), and
was one of the first companies in the EU to obtain a 5AMLD (Fifth
AntiMoney Laundering Directive) virtual asset service provider (“VASP”)
licence. It is the only VASP with an express authorisation from the
FINFSA to deploy client assets into decentralised finance or “DeFi”.
Tesseract provides an enabling crypto infrastructure to connect digital
asset lenders with digital asset borrowers. This brings enhanced capital
efficiency with commensurate cost reduction to trading, in a space that
is currently significantly under-leveraged relative to traditional capital
markets.
Augmentum led Tesseract’s Series A funding round in June 2021 with an
investment of £7.3 million.
!
ParaFi Capital (www.parafi.com) is an investor in decentralised finance
protocols that address tangible use cases of the technology and
demonstrate signs of product-market fit. Founded in 2018, ParaFi was
among the earliest institutional investors in the blockchain industry and
has evolved into a trusted partner by leading institutions globally, with
over US$1 billion under management. They have drawn on their domain
expertise developed in both traditional finance and crypto to identify and
invest in leading decentralised finance protocols such as Compound
(lending and interest accrual), Aave (asset borrowing), Uniswap
(automated liquidity provision), Synthetix (synthetic asset trading) and
MakerDAO (stablecoins). ParaFi also supports its protocols as a liquidity
provider and governance participant.
Augmentum invested £2.8 million in ParaFi in January 2021. Co-investors
include Bain Capital Ventures and Galaxy Digital.
Kipp (www.letskipp.com) is an Israeli fintech company that enables card
issuers and merchants to reduce non-sufficient funds (NSF) declines
through smarter collaboration. Its platform helps both parties make
better approval decisions by sharing context and aligning incentives,
ultimately increasing approved transactions, creating new revenue, and
improving the cardholder experience.
Kipp recently announced their partnership with FIS. Through this
collaboration, Kipp’s NSF authorisation solution will be made available to
thousands of debit card issuers, helping to create a more predictable
and efficient payment experience for consumers.
Augmentum invested £4 million in May 2022.
Founded in 2022, Pemo (www.pemo.io) provides an expense
management and business payments solution, via corporate cards, to
SME businesses in the UAE and Saudi Arabia.
Headquartered in Dubai, Pemo also has offices in Saudi Arabia and
Egypt, making it well positioned to expand into key high-growth markets
across the Middle East where corporate card-based solutions are
underdeveloped compared to Europe and where SMEs are expected to
contribute to significant economic growth. Pemo was named in Forbes
Middle East’s Fintech 50 2025 and hit $AED1.4 billion in transactions in
November 2024.
Augmentum led a US$7.0 million funding round with a US$4.0 million
investment in January 2025.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 13
14 AUGMENTUM FINTECH PLC
Other Investments continued
Castelnau Group Limited is a listed investment company that is now held
following the share-for-share acquisition of Farewill, which was
introduced to the portfolio in 2019, by Dignity Funerals (in which
Castelnau Group Limited has a controlling stake). The acquisition was
announced in October 2024 and the Castelnau shares were received in
February 2025. The Company now holds 1,606,166 shares in Castelnau
Group and continues to have an interest in Farewill via this holding for
the time being.
Augmentum led Farewill’s £7.5 million Series A fundraise in January 2019,
with a £4 million investment, participated in its £20 million Series B, led
by Highland Europe in July 2020, with £2.6 million, and in its further
£4.8million fundraise in March 2023, with £0.8 million.
Berlin based Baobab Insurance (www.baobab.io) is redefining digital
specialty insurance in an increasingly connected and vulnerable world.
From cyberattacks and system failures to digital fraud, Baobab
Insurance equips businesses with tailored insurance coverage and real-
time risk mitigation against emerging digital risks.
Operating as a data-first MGA (Managing General Agent), Baobab
Insurance is leveraging proprietary technology to deliver automated
underwriting, dynamic pricing and continuous portfolio management.
This approach has resulted in loss ratios significantly below market
average and strong partnerships with global carriers including Zurich,
ERGO, Liberty Specialty Markets, Tokio Marine Kiln, Argenta (part of
Hannover Re) as well as Talbot (part of AIG).
In August 2024, Baobab launched their IT liability insurance offering,
aimed specifically at IT, software, technology and telecommunications
companies in Germany and Austria, with capacity provision from Zurich.
In March 2025, Baobab launched a new joint e-crime insurance product
with Liberty Specialty Markets (LSM).
Augmentum invested £2.6 million in January 2023 and £0.6 million in
July 2024. Post period end, Augmentum invested €0.4 million in
Baobab’s €12 million Series A round in June 2025, led by Viola Ventures
and eCapital Entrepreneurial Partners.
LoopFX (www.theloopfx.com) is a London-headquartered independent
venue leading innovation in the $7 trillion-a-day FX market, building tools
for practitioners, by practitioners. LoopFX enables traders to match, in
real-time, with other asset managers and banks without information
leakage and at a mid-market rate, reducing trading costs and improving
best execution processes.
LoopFX has secured integrations with major trading platforms, including
State Street’s FX Connect, FactSet’s Portware, and FlexTrade’s FlexFX.
These integrations mark a significant step toward reshaping institutional
FX trading infrastructure.
Augmentum invested £2.6 million in June 2024.
Epsor (www.epsor.fr) is a Paris based provider of employee and
retirement savings plans delivered through an open ecosystem, giving
access to a broad range of asse
t management products accessible
through its intuitive digital platform. Over 150,000 savers use Epsor to
manage their employees and retirement savings, and the provider now
has €1 billion in assets under management. In September 2023, Epsor
announced its B Corp certification. Epsor partners with top-tier global
asset managers such as Fidelity, Amundi, Allianz, Edmond de Rothschild
and Lazard. They serve over 1,200 major blue-chip clients, including
Santander, Louis Vuitton, Sotheby’s and Veepee, and their 150,000+
employees. In March 2025, Epsor announced its €16 million Series C
fundraise to prepare for future external growth operations.
Augmentum invested £2.2 million in Epsor in June 2021.
Wayhome (www.wayhome.co.uk) offers a unique part-own part-rent
model of home ownership, requiring as little as 5% deposit with
customers paying a market rent on the portion of the home that they
don’t own, with the ability to increase the equity in the property as their
financial circumstances allow. Wayhome launched to the public in
September 2021, following closure of the initial phase of a £500 million
pension fund investment. Wayhome’s first fund helped over 650 people
leave the private rental sector and live in a home of their own.
Wayhome opens up owner-occupied residential property as an asset
class for pension funds, who will earn inflation-linked rent on their
investment.
Augmentum invested £2.5 million in 2019, £1 million in 2021, a further
£0.9 million in the Company’s financial year to 31 March 2023,
£0.2 million in July 2024 and a further £0.5 million in the Company’s
financial year to 31 March 2025.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 14
15ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Other Investments continued
!
Founded in 2015, WhiskyInvestDirect (www.whiskyinvestdirect.com), was
a subsidiary of BullionVault and is a Scotch whisky industry online trading
platform for buying and selling Scotch whisky as it matures in barrel. It
provides the Scotch whisky industry with a utility which allows distillers
to make whisky and, when demand oscillates over the period of
maturation, to balance their books by selling and re-acquiring the whisky
via an efficient trading platform.
By aggregating their demand into a crowd capable of participating as a
market, WhiskyInvestDirect provides retail investors with access to the
high average returns of owning whisky during its maturation. The
business is changing the way some of the three billion litres of maturing
Scottish whisky is owned, stored and financed, giving investors, distillers,
and independent bottlers the ability to trade 24/7. The company's clients
hold over 12 million LPA (Litres of Pure Alcohol) of spirit.
Augmentum’s holding derives from WhiskeyInvestDirect being spun out
of BullionVault in 2020.
Previse (www.previ.se) is an AI-powered platform transforming B2B
payments and supplier financing. Previse ingests and harmonises
complex transaction data to identify working capital opportunities and
deliver instant payment without needing to wait for invoice approval. Its
patented machine learning precisely assesses payment risk, enabling
funders to underwrite early payments at scale. Previse’s platform supports
a range of payment and financing methods, including virtual cards and
supply chain finance, with intelligent orchestration to optimise payment
timing. Working in partnership with organisations like Mastercard, Previse
powers next-generation solutions to enable B2B payments globally.
Augmentum led Previse’s Series A round in August 2018 with a £2 million
investment as part of a US$7 million funding round. Augmentum invested a
further £250,000 in a convertible loan note in August 2019, which
converted into equity as part of the company’s US$11 million funding round
in March 2020, alongside Reefknot Investments and Mastercard, as well
as existing investors Bessemer Venture Partners and Hambro Perks.
Previse was awarded a £2.5 million Banking Competition Remedies’
Capability and Innovation Fund grant in August 2020. In May 2022 Previse
closed its series B financing round, which was led by Tencent, with
US$18million raised, including £2 million from Augmentum.
Habito (www.habito.com) is reshaping the United Kingdom’s £1.3 trillion
mortgage market by removing complexity, hidden costs, and friction from
the home financing experience. The company’s mission is to make
homeownership across the UK simpler, fairer, and less stressful.
Since launching in 2016, Habito has supported over 500,000 customers
and facilitated more than £11 billion in mortgages. The business combines
proprietary technology with expert advice to deliver a transparent,
efficient alternative to the traditional mortgage process. Building on its
core broking proposition, Habito has expanded into a fully integrated
home-buying platform. Habito Plus offers customers an end-to-end
solution – combining mortgage broking, conveyancing, and surveying –
into one seamless, digital-first experience. In 2025, Habito was awarded
Best Broker for Digital Innovation at the Mortgage Strategy Awards,
recognising its continued leadership in transforming how UK consumers
navigate the home-buying journey.
In August 2019, Augmentum led Habito’s £35 million Series C funding
round with a £5 million investment and added £1.3 million in the
Company’s financial year ended 31 March 2023.
RetailBook (www.retailbook.com) is an FCA regulated platform that
powers inclusive capital markets, enabling retail investors to participate
in primary capital market transactions on the same terms as
institutionalinvestors.
RetailBook pioneered retail access to primary markets in the UK,
launching its first IPO to retail investors in 2015, and has strategic
partnerships with Crowdcube, Hargreaves Lansdown, Jefferies,
Deutsche Numis and Rothschild & Co.
Post period end, in May 2025, Augmentum led a £4.5m funding round in
RetailBook.
Sfermion (www.sfermion.io) is an investment fund focused on the
non-fungible token (NFT) ecosystem. Their goal is to accelerate the
emergence of the open metaverse by investing in the founders,
companies, and entities creating the infrastructure and environments
forming the foundations of our digital future.
Augmentum committed US$3 million in October 2021, to be drawn
down in tranches.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 15
16 AUGMENTUM FINTECH PLC
Portfolio Manager’s Review
Overview
Earlier this year, my outlook for the global economy was decidedly more
optimistic, with expectations of falling interest rates, the potential for
deficit-reducing policies, and hopes for a lighter regulatory touch in key
sectors. However, the intervening period has been marked by a rise in
profound uncertainty, driven by macroeconomic volatility, political
disruption, and rapidly shifting global dynamics. While the precise path
of geopolitical events remains unpredictable, one thing remains clear,
fintech’s potential in Europe remains undiminished. Paradoxically, a
more protectionist US stance may enhance Europe’s relative
attractiveness as a stable and outward-looking hub for innovation and
capital deployment, with some investors who might traditionally focus
on the US now redirecting capital into European markets.
Following the Covid-era surge, where abundant capital led to
significantly inflated valuation multiples, the market has undergone
anecessary recalibration. We have now entered a period of relative
stability and, encouragingly, the underlying fundamentals of the fintech
sector remain robust. For the first time in a while, we are seeing tangible
signs of more favourable conditions for the thawing of the IPO market.
The fintech sector continues to evolve and mature, particularly in
Europe, where innovation remains strong and capital increasingly flows
to companies with clear paths to profitability. The European fintech
ecosystem has been further shaped by an active regulatory and policy
environment, creating opportunities for early-stage businesses to thrive.
Fintechs, both listed and private, have responded well, demonstrating
resilience, adaptability, and, in many cases, significant progress toward
profitability and scale.
We are encouraged by the continued policy support for the fintech and
startup sectors, including a strong commitment to fostering innovation
and domestic capital formation, across the markets in which we invest.
The UK Government has been explicit with its endorsement of fintech
as a key driver of economic growth, with the sector touted as a central
pillar of the UK's Financial Services Growth and Competitiveness
Strategy. We welcome initiatives designed to unlock the £2 trillion of
assets managed by UK workplace pensions schemes, including the
updated Mansion House Accord, although on the latter, the sector
remains frustrated around the lack of tangible progress in implementing
these commitments. Across the EU, initiatives aimed at streamlining
regulatory frameworks are creating more favourable environments for
growth-stage companies. The evolving regulatory backdrop supports
both innovation and exit opportunities, enhancing Europe's position as a
global fintech leader and bolstering investor confidence.
Amid this dynamic context, Augmentum has maintained a disciplined
approach, focusing on category leaders with robust fundamentals,
regulatory readiness, and the ability to scale sustainably across a more
demanding, policy-driven market. With eight exits completed since IPO
and over £100 million in realisations, we have a growing track record of
value creation through multiple market cycles. The portfolio has evolved
into a mature and diversified set of 25 high-potential businesses
operating across Europe. The top 9 portfolio companies account for
79% of the invested NAV and delivered 33% revenue growth on
average over the last 12 months, with four now profitable and others
progressing steadily toward this milestone.
This maturation has come through deliberate strategy: investing early,
backing high-quality management teams and supporting their growth
with capital and insight through cycles. In doing so, we have built one of
the few vehicles that offer public market investors access to the full
lifecycle of Europe’s leading fintech businesses.
Fintech Market Dynamics and the Impact of AI
Global fintech funding saw a 13% decline in 2024 with public multiples
30% off the highs of 2022. Despite this backdrop, revenues across the
sector have grown 38% since 2022 and in the UK, fintech companies
are tipped to increase hiring by 32% in 2025, led by an expansion in risk
and compliance hires, as well as cybersecurity and engineering. While
IPO conditions have been challenging for the last two years, the hugely
successful and well-received public listings of fintechs eToro, Chime and
Circle on NASDAQ in recent weeks are a powerful and welcome signal
that the window for high-quality, profitable fintechs is reopening. There
are several IPOs slated for 2025 and 2026, where a large cohort of high
growth, scaled and profitable fintechs are waiting for the right
opportunity. Meanwhile, M&A activity continues to drive liquidity in the
sector, with incumbent financial institutions increasingly seeking fintech
partnerships and acquisitions to accelerate digital transformation. We
have witnessed this trend first-hand across the portfolio and expect the
dual-track exit environment to persist for many years.
Notably, the focus on capital efficiency and profitability across both
private and public fintech companies has reinforced a “flight to quality”
trend. This dynamic plays to our strengths - our rigorous investment
criteria and sector specialisation mean that we remain a preferred
partner to exceptional founders, and our pipeline of opportunities
reflects this. We continue to see exciting opportunities across the
diverse fintech spectrum, including in AI-driven wealth management,
payments, alternative lending, the modern finance stack, insurtech,
regtech and compliance, and infrastructure for the energy sector.
The emergence of Artificial Intelligence, and notably Generative AI
(GenAI) in recent years, has generated significant opportunities within
the fintech industry. While AI’s capacity for profound change is
indisputable, its present rate of uptake across the sector presents a
varied landscape. Thus far, many mature financial technology firms have
chiefly utilised GenAI to streamline operations, concentrating on
decreasing expenses and boosting output in functions like software
creation, AML/KYC process automation, marketing initiatives, and
customer support. A considerable portion of these larger companies
are still in experimental stages or are only just starting to deploy AI
broadly across their operations.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 16
17ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Portfolio Manager’s Review continued
Conversely, newer, more nimble fintechs are showing more rapid
movement, integrating AI more fundamentally into their foundational
strategies right from their inception. This swift adoption is, in part,
propelled by pressure from investors to deliver greater results with
fewer resources. This is reflected in AI-centric fintechs typically
requiring about 15% less capital in their initial funding stages yet
attracting an outsized portion (49%) of overall equity investments.
It will be hard to ignore the impact of Agentic AI over the coming years.
Distinct from existing GenAI that needs ongoing user direction, Agentic
AI is engineered for independent operation carrying out functions,
acquiring knowledge, and adjusting for specific user requirements.
Although still in its early development, this technology holds the
promise of radically altering the financial services domain by
transcending an assistive function to become genuine actors.
This movement towards autonomous AI is set to speed up fundamental
shifts first introduced during the initial wave of financial technology. It
will evolve the emphasis from simply broadening access to financial
products to making sophisticated intelligence widely available. Imagine
AI agents that take initiative in overseeing financial matters, such as
consistently identifying superior sa
vings products and actioning the
movement of capital, thereby disrupting established revenue systems
built on consumer inaction. The transition from automated processes to
self-governing autonomy will witness AI agents handling intricate
operations with far less need for human input, for example, within
industry-specific SaaS (software as a service) platforms that manage
stock levels, arrange funding, and conduct supplier discussions.
Moreover, Agentic AI will advance customisation to an intensely
individualised level of hyper-personalisation, providing bespoke
financial guidance and automated modifications to expenditure and
investment plans that factor in current information and personal
objectives, a standard of service once reserved for affluent customers
but potentially accessible to a wideraudience.
Internally, we are also working hard to harness the power of the latest in
AI tooling to enhance our investing edge. Whether it be AI powered
research to help identify the best opportunities or agentic workflows
that ensure we do not miss opportunities that have previously been
identified within our systems. We see AI being a core element of how
we function as an organisation going forward.
Regulation will be both a help and a hindrance, but there should be no
doubt that the impact of AI will become ever more significant, even if the
impact in financial services takes a little longer to play out. We are
undergoing a generational opportunity, and one in which we expect
many current and future portfolio companies to benefit from.
Portfolio Highlights
A recent BCG report estimated that of the 37,000 fintechs globally, less
than 100 were generating more than US$500 million in revenue. It is a
testament to the Augmentum portfolio that we expect three portfolio
companies to join this exclusive “100 Club” by year end. We backed
these companies several years ago when such targets were ambitious
aspirations. Their subsequent patience, persistence, and exceptional
execution have delivered outstanding operational results over the past
two years. While this strong underlying performance has not yet fully
translated into commensurate increases in the Company’s NA
V during
the recent period of broader market recalibration, we are confident in its
trajectory. Their continued growth and strengthening financial profiles
position them well to drive substantial shareholder value as market
recognition aligns with their fundamental progress.
The portfolio now comprises 25 companies, with two new investments
in LoopFX and Pemo, and exits from Onfido and FullCircl during the
period. One new investment was announced post year end. Across this
growing set of businesses, we are seeing the hallmarks of resilience:
strong unit economics, expanding market share, and increasingly global
ambition. However, when we need to take a proactive role in addressing
underperformance or execution failures, we are not afraid to take
decisive action alongside our co-investors. Venture Capital is a
challenging asset class, full of uncertainties and twists and turns. Many
of the most successful companies in the portfolio have navigated some
significant challenges along the way, making their eventual success all
the more rewarding.
Tide, the portfolio’s largest holding, maintained strong momentum over
the past 12 months, which has been further reflected in an £11.2 million
write up. The company is broadening its product suite and market
presence for small businesses across all regions. In the UK, Tide’s
membership has surpassed 700,000 and the company has secured a
£100 million facility from Fasanara Capital, enabling the roll-out of Credit
Flex to all eligible UK members. Following its 2024 acquisition of Onfolk,
the company has launched Tide Payroll, the UK’s first mobile-native
payroll platform. In India, membership has surged (a threefold year-on-
year increase) and there are now, for the first time, more Tide India
members than UK members in only the third year since the launch of
Tide India.
Zopa Bank continued its strong growth and profitability trajectory in
2024, more than doubling profit to £31.6 million. Revenue grew 30% to
£303 million for the year, with cost to income dropping to 37.7% thanks
to its in-house cloud-based tech supported by AI and Open Banking.
Overall customer numbers grew to 1.4 million in total with its Net
Promoter Score maintained at an exceptional level of 75. Gross Loans
on the balance sheet stood at £3.1 billion at the end of 2024 and
Savings balances at £5.4 billion. Zopa Bank’s customers increasingly
hold multiple products with each customer now holding on average
1.3products and the Bank’s vision is to become the ‘Home of Money’ for
its customers providing everyday banking services and products
alongside its existing best in class consumer lending and savings
products. In June 2025 Zopa Bank
started offering its new current
account, ‘Biscuit’ a market leading proposition, offering up to 7.1% on
savings.
Despite a 121% year-on-year increase in processing volume in the first
half of this year versus the same period last year, we have reduced our
valuation of real-time payments solution Volt in line with public market
comparables reflecting the focus over the past 18months of reducing
cash burn and improving the unit economics. The reduction in cost
base has both extended the company's runway and left it well
positioned to pursue its next phase of growth. Notable recent
milestones include Volt’s launch in Australia and its partnership with
Shopify. Volt’s Pay by Bank offering is now live in over 30 markets and
the company has also seen traction with its account product.
20 years since launch, BullionVault sadly lost its pioneering founder
and chairman Paul Tustain in a tragic accident in May. But under the
long-standing management team Paul put in place more than a decade
ago, the low-cost, 24/7 physical bullion trading platform has continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 17
18 AUGMENTUM FINTECH PLC
to thrive as geopolitical and economic uncertainty drives gold to fresh
records. In contrast to the high-price recession suffered by traditional
bar-and-coin retailers, BullionVault enjoyed 30% gross profit growth in
2024, growing net profit by 40% and paying a record dividend. New
account openings in 2025 so far have been the strongest since the
COVID-19 crisis.
Founded in 2011, iwoca is on track to deliver its mission of financing one
million small businesses: to date the business has funded some
100,000 businesses across the UK and Germany. It provides new
funding to around 6,000 businesses per month, or roughly one every
7minutes 24/7. Through its Flexi-Loan, which offers financing from
£1thousand up to £1million, iwoca represents 1.5% of bank lending
flows to UK SMEs by value leaving substantial potential for further
growth. iwoca has been consistently profitable since 2022 and has
shown strong profit growth of 126% since 2023. This consistent growth
has led to a £6.6 million uplift in our holding value. The company has
secured £1.5 billion in equity and debt funding from partners such as
Barclays, Citibank and Insight Investment. iwoca is founder-led with a
team exceeding 500 employees across offices in London, Leeds, Berlin
and Frankfurt.
While several companies continue to scale while optimising profitability,
others are undergoing critical transitions. Berlin based Grover is one
such example, where a strategic review has led to a restructuring to
help drive the business towards profitability and sustainable growth.
Augmentum Co-Founder Richard Matthews has joined the board as
Chairman to help navigate the company through these challenges. We
have significantly reduced its valuation in these financial statements by
£26.3 million while the company delivers on a new plan, and although
there has been significant progress over the past six months, we feel
our valuation approach is prudent during this transitional period.
Positioned at the intersection of core banking modernisation and
embedded finance, XYB is pioneering a new category of Adaptive
Financial Infrastructure, a modular, API-first approach to helping banks
evolve legacy systems without the need for full replacement. The
company has reorganised internally and invested in AI-driven tooling to
optimise workflows and enhance scalability. XYB continues to
collaborate with IBM and is actively engaged with some of the world’s
largest financial institutions to shape the future of real-time banking
infrastructure.
Anyfin continues to trade in line with budget as the company prioritises
strengthening unit economics and bolstering its operational,
compliance and finance functions to support future growth and its
“Kreditmarknadsbolag” license. Effectively a ‘light’ banking license, this
license, which can be passported across Europe, will enable the
company to expand its activities to include services such as accepting
customer deposits and issuing loans. A notable recent hire is CFO Dan
Webber, formerly of Flex, Remitly, and Capital One.
Intellis continues to develop new proprietary intellectual property in
artificial intelligence which allows it to operate profitably in financial
markets both on its balance sheet and through license partners.
Success in FX trading has led to other strategies being deployed in the
commodities and digital assets arena which we expect to deliver a
more substantive impact over the coming financial year.
WeMatch continues to deliver steady growth as it builds out its platform
for total return swap and securities lending markets globally. The platform
now connects over 1,000 traders and 100 institutions, streamlining pre-
execution, negotiation, and post-trade workflows. In 2024, the company
achieved 82% year-on-year volume growth across financial instruments
reaching US$950 billion. WeMatch also recently became one of the first
firms to receive SEC approval for SBSEF registration, a milestone that
comes at a pivotal time as the market increasingly moves toward
automation combined with regulatory oversight.
The digitisation of the insurance market remains a high priority for
participants across the ecosystem. Artificial is emerging as one of the
leading businesses facilitating this via their cutting-edge technology
platform enabling algorithmic underwriting, something that has been
impossible to deliver at scale across the industry with outdated legacy
systems. Commercial traction continues to progress with Artificial
signing multiple enterprise contracts with some of the largest
stakeholders in the space; AON, Apollo, Axis, Gallagher and more, and a
successful partnership with Placing Platform Limited (“PPL”) where
80%+ of the London insurance market is placed. In one year, brokers
using Artificial’s embedded Contract Builder product have generated
15,000 contracts, through which users have benefited from a 50%
improvement in contract creation time. These partnerships will help
accelerate the network effects that Artificial benefits from at the centre
of the insurance market.
Farewill was acquired by funerals group Dignity in exchange for shares
in Castelnau Group Limited, which has a controlling stake in Dignity.
The acquisition resulted in a downward valuation of our stake, although
we expect there to be meaningful future upside from the current level.
Exposure to digital assets remains focused on the infrastructure layer,
where regulatory momentum, particularly in the US, has driven renewed
confidence and asset price recovery. Portfolio companies like Gemini,
ParaFi and Tesseract are well placed to benefit from this shift.
Blockchain ecosystems are scaling at pace. Three critical trendlines in
the blockchain space are simultaneously inflecting: (i) stablecoin
adoption, (ii) real-world asset tokenisation, and (iii) the convergence of
traditional capital markets onto blockchain rails. The institutionalisation
of the sector is in full swing with the likes of Visa, Blackrock, JP Morgan
and PayPal, amongst many others, who are developing or have
launched stablecoin and tokenisation initiatives over the past
12months. None of these are “crypto-native” businesses, but instead,
they are banks, asset management firms, and fintech giants;
incumbents who have closely observed blockchain’s evolution over the
past 15 years and are now committing to the technology. Importantly,
their initiatives aren’t driven by speculation on Bitcoin’s price, meme
coins, or visions of decentralised utopias. They see utilitarian and
pragmatic value in blockchain as a superior financial infrastructure for
payments, capital markets, collateralised debt, trade finance, settlement,
escrow, securitisation, and beyond.
Investments
In a year marked by macroeconomic uncertainty and subdued market
sentiment, we maintained our disciplined in
vestment approach, with a
sharp focus on a healthy balance between capital preservation and
investing in new and follow-on opportunities where we have high
conviction. Our selective deployment of capital during the period
reflects our belief that periods of market stress can present outsized
opportunities for disciplined, patient investors with a long-term outlook.
Portfolio Manager’s Review continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 18
19ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
In October 2024 we announced we had led a US$7 million funding
round with a US$4 million investment into expense management and
corporate payment solution Pemo, our first in the Gulf region, reflecting
our ongoing strategy to opportunistically tap into emerging fintech hubs
where the flywheel of talent, innovation, capital and regulation is just
beginning to develop. The business offers exposure to a world class
team executing against a proven business model in a large and rapidly
growing market. Since our investment, Pemo has gone from strength to
strength, continuing to expand their product offering and grow in the
UAE while also recently launching their solution in Saudi Arabia.
In June 2024, we announced a £2.6 million investment into LoopFX, a
London-headquartered independent venue leading innovation in the
US$7trillion-a-day spot FX market. LoopFX enables traders to match,
in real-time, with other asset managers and banks without information
leakage and at a mid-market rate, reducing trading costs and improving
best execution processes. Augmentum is the first institutional investor
in LoopFX, backing the company as it secured integrations with major
trading platforms, including State Street’s FX Connect, FactSet’s
Portware, and FlexTrade’s FlexFX. These integrations mark a significant
step toward reshaping institutional FX trading infrastructure. LoopFX is
already attracting the engagement of leading asset managers such as
Schroders, Aviva, and Manulife, as well as global banks including RBC,
Deutsche Bank, and HSBC. We believe LoopFX is positioned to
become a vital part of the future FX landscape.
Post year end we announced that we led a funding round of £4.5million
into retail investment platform RetailBook. RetailBook addresses the
challenge of limited retail investor access to primary capital markets by
providing a platform for participation in investment opportunities,
including IPOs, follow-on placings, and bond offerings, on the same
terms as institutional investors. The service is accessed through
established retail investment platforms.
Exits and Realisations
Exits during the year took total realisations since IPO to over
£100million. Onfido was acquired by US payments company Entrust
and FullCircl was acquired by NASDAQ listed US digital banking
platform nCino.
Although these exits did not deliver a “venture outcome”, they still
delivered over £16 million in realisations, which was achieved in a
challenging exit environment. Maintaining strong exit discipline remains
a core part of our investment strategy, ensuring we realise value at the
right time to deliver returns for shareholders and recycle capital into the
next generation of high growth fintech opportunities.
As public and private market sentiment improves, we expect to see
renewed M&A momentum across the fintech sector, driven by strategic
appetite from both incumbents and larger tech players. Financial
institutions are increasingly turning to acquisition over in-house
development to accelerate digital transformation, creating strong
demand for high-quality, scalable fintech scale-ups. This dynamic
reduces reliance on the IPO market as the primary exit route for
fintechs, with strategic trade sales and secondary transactions offering
attractive alternatives. Companies in the portfolio, many of which
operate at the intersection of key trends of strategic interest for such
acquirers, are well-positioned to benefit from this dynamic, increasing
the likelihood of further value-accretive exits.
Performance and Valuation Discipline
While we have seen a drop in the Company’s NAV per share of 5.9p
over the past 12 months, which on the surface is disappointing, it masks
the significant progress made across the portfolio by many key
holdings. The impact on valuations from multiple compression, and a
significant write down in Grover, have countered the 115% revenue
growth and 173% increase in profitability across our top 9 investments
over the last 24 months. As in any venture portfolio, there are winners
and losers, however we believe Augmentum’s portfolio remains well
positioned to deliver our long-term IRR target of 20%.
As at 31 March 2025, the Company’s NAV per share, after performance
fee, stood at 161.5p (2024: 167.4p).
Valuation remains a rigorous process governed by objective
methodologies and approved by the Company’s Valuations Committee
and Board. Public market comparables are used for 78% of the
portfolio. Downside Protections in the form of preferred shares and anti
dilution provisions are in place for 19 of 25 companies, ensuring that
investor capital is appropriately safeguarded.
Outlook
We believe that the next five years will mark a defining chapter for
European fintech, a sector at the intersection of innovation, regulation
and global capital flows. With rate cycles peaking and early cuts now
behind us, the stage is set for a recovery in risk appetite. Market
sentiment is already responding: fintech valuations are recovering,
capital markets are stabilising and M&A activity is accelerating. Exit
markets are poised to reopen, driven by pent-up demand and investor
appetite for growth-stage businesses with strong fundamentals. Our
job is to ensure that Augmentum’s portfolio companies are at the front
of the queue, and that realisations are delivered at appropriate
premiums, reflective of their maturity, profitability and strategic
relevance.
In an increasingly competitive market, we believe the foundations we
have laid over the last seven years give us a significant edge. Through
our proprietary deal sourcing platform, ADA, our multi-national team
monitors over 10,000 relationships and tracks more than 6,000
companies in our network and will continue to invest selectively, with a
focus on category-defining technologies, large markets and exceptional
founders.
As Europe’s fintech ecosystems mature, generating repeat founders,
deeper pools of talent, and more ambitious ventures, we remain
confident that the best vintages lie ahead. With patience, discipline, and
clarity of purpose, we look forward to delivering exceptional outcomes
for shareholders.
Thank you for your continued support.
Tim Levene
CEO
Augmentum Fintech Management Limited
30 June 2025
Portfolio Manager’s Review continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 19
20 AUGMENTUM FINTECH PLC
Investment Risks
The Company invests in early-stage companies which, by their
nature, may be smaller capitalisation companies. Such companies
may not have the financial strength, diversity and the resources of
larger and more established companies, and may find it more difficult
to operate, especially in periods of low economic growth. Additionally,
these investments may be very illiquid, so there may not be an
economical means of realisation if circumstances favour early exit.
The performance of the Group’s portfolio is influenced by a number
of factors. These include, but are not limited to:
(i) the quality of the initial investment decision;
(ii) reliance on co-investment parties;
(iii) the quality of the management team of each underlying portfolio
company and the ability of that team to successfully implement
its business strategy;
(iv) the success of the Portfolio Manager in building an effective
working relationship with each team in order to agree and
implement value-creation strategies;
(v) changes in the market or competitive environment in which each
portfolio company operates; and
(vi) environmental, social and governance (“ESG”) factors.
Any of these factors could have an impact on the valuation of an
investment and on the Group’s ability to realise the investment in a
profitable and timely manner.
The Portfolio Manager has put in place a rigorous investment
process which ensures disciplined investment selection and
portfolio management. This includes detailed due diligence, regular
portfolio reviews and in many cases active engagement with
portfolio companies by way of board representation or observer
status.
Investing in young businesses that may be cash consuming for a
number of years is inherently risky. In order to reduce the risks of
permanent capital loss the Portfolio Manager will, where possible,
structure investments to afford a degr
ee of downside protection
through mechanisms such as a liquidation preference and/or anti-
dilution provisions.
The Portfolio Manager provides a detailed update at each Board
meeting, including, inter alia, investee company developments and
funding requirements.
Strategic Report
Business Review
The Strategic Report, set out on pages 20 to 32, provides a review of
the Company’s business, performance during the year and its strategy
going forward. It also considers the principal risks and uncertainties
facing the Company and includes information for shareholders to
assess how the Directors have performed their duty to promote the
success of the Company. In this respect, information on how the
Directors have discharged their duties under Section 172 of the
Companies Act 2006 can be found on pages 28 and 29.
The Strategic Report contains certain forward-looking statements.
These statements are made by the Directors in good faith based on the
information available to them up to the date of this report and such
statements should be treated with caution due to the inherent
uncertainties, including both economic and business risk factors,
underlying any such forward-looking information.
Strategy and Strategic Review
In accordance with its investment objective and policy, the Company
continued throughout the year under review to pursue the generation of
capital growth over the long term through investment in a focused
portfolio of fast growing and/or high potential private financial services
technology (“fintech”) businesses based predominantly in the UK and
wider Europe.
The Company is an approved investment trust company and an
alternative investment fund (“AIF”) under the Alternative Investment
Fund Managers Regulations (“UK AIFMD”). It has appointed Frostrow
Capital LLP as its alternative investment fund manager (“AIFM”) and
Augmentum Fintech Management Limited as its Portfolio Manager.
Principal Risks and Risk Management
The Board is responsible for the ongoing identification, evaluation and
management of the risks faced by the Company and has established a
process for the regular review of these risks and their mitigation. This
process accords with the UK Corporate Governance Code and the
FRC’s Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting. The Board's policy on risk
management has not materially changed during the course of the
reporting period and up to the date of thisreport.
The Company maintains a framework of identified key risks, with the
policies and processes devised to monitor, manage and mitigate them
where possible. This risk map is reviewed regularly by the Audit
Committee.
Further details of the financial risks are included in note 13 starting on
page 62.
The Board has carried out a robust assessment of the emerging and
principal risks facing the Company, including those that would threaten
its business model, future performance, solvency and liquidity. Further
details of the risk management processes that are in place can be
found in the Corporate Governance Statement.
The Board considers that the risks set out below are the principal risks
currently facing the Company.
Principal Risks and Uncertainties
Mitigation
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 20
21ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Cash Risk
The Company may require cash to fund potential follow-on
investments in existing investee companies. If the Company does not
hold sufficient cash to participate in subsequent funding rounds
carried out by portfolio companies, this could result in the interest
the Company holds in such businesses being diluted. This may have
a material adverse effect on the Company’s financial position and
returns for shareholders.
Returns to the Company through holding cash and cash equivalents
are relatively low. The Company may hold significant cash balances,
particularly when a fundraising has taken place, and this may have a
drag on the Company’s performance.
To mitigate this risk the Board has agreed prudent cash
management guidelines with the AIFM and Portfolio Manager.
The Group maintains sufficient cash resources to manage its
ongoing operational and investment commitments. Regular
discussions are held to consider the future cash requirements of the
Company and its investments to ensure that sufficient cash is
maintained.
Strategic Report continued
Portfolio Diversification Risk
The Group is subject to the risk that its portfolio may not be
adequately diversified, being heavily concentrated in the fintech
sector and the portfolio value may be dominated by a single or
limited number of companies.
The Group attempts to mitigate this risk by making investments
across a range of companies in a range of fintech company
subsectors and in companies at different stages of their lifecycle in
accordance with the Investment Objectiv
e and Investment Policy.
There is also geographic diversification with 70.5% of the portfolio
being based in the UK and 29.5% in continental Europe, Israel, the
US and the Middle East. Given the nature of the Company’s
Investment Objective this remains a significant risk.
Principal Risks and Uncertainties
Mitigation
Valuation Risk
The valuation of investments in accordance with IFRS 13 and
International Private Equity and Venture Capital (“IPEV”) Valuation
Guidelines requires considerable judgement and is explained in
note18.12.
The Company’s investments are illiquid and a sale may require
consent of other interested parties. Such investments may therefore
be difficult to value and realise. Such realisations may involve
significant time and cost and/or result in realisations at levels below
the value of such investments as estimated by the Company.
Valuations are often based on comparator prices and market-based
multiples, which can be affected by equity market sentiment and
comparators’ situations that may not reflect the individual positions of
companies invested in.
The Company has a rigorous valuation policy and process as set out
in notes 18.4 and 18.12. This process is led by the Board and includes
benchmarking valuations against actual prices received when a sale
of shares is made, as well as taking account of liquidity issues and/or
any restrictions over investments.
Strategy Implementation Risks
The Group is subject to the risk that its long-term strategy and its level
of performance fail to meet the expectations of its shareholders.
This risk is currently elevated by the persistent discount to NAV at
which the Company’s shares have been trading, since it prevents
fund raising through share issues to further exploit the Company’s
investment strategy and could reflect a lack of demand for its shares.
The Board seeks shareholder views directly and via its advisers,
monitors the discount and regularly considers options available to
the Company.
An experienced fintech Portfolio Manager has been retained in order
to deliver the strategy.
The Company and the Portfolio Manager endeavour to keep the
market informed of portfolio developments.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 21
22 AUGMENTUM FINTECH PLC
Operational Risk
The Board is reliant on the systems of the Group and Company’s
service providers and as such disruption to, or a failure of, those
systems could lead to a failure to comply with law and regulations
leading to reputational damage and/or financial loss to the Group
and/or Company.
To manage these risks the Board:
l receives compliance reports from the AIFM and the Portfolio
Manager, which include, inter alia, details of compliance with
applicable laws and regulations;
l reviews internal control reports, where available, key policies,
including measures taken to combat cybersecurity issues, and
also the disaster recovery procedures of its service providers;
l maintains a risk matrix with details of risks to which the Group
and Company are exposed, the controls relied on to manage
those risks and the frequency of operation of the controls; and
l receives updates on pending changes to the regulatory and
legal environment and progress towards the Group and
Company’s compliance with these.
Key Person Risk
There is a risk that the individuals responsible for managing the
portfolio may leave their employment or may be prevented from
undertaking their duties.
The Board manages this risk by:
l receiving reports from AFML at each Board meeting, such
reports include any significant changes in the make-up of the
team supporting the Company;
l delegating to the Management Engagement & Remuneration
Committee oversight of the remuneration of employees of AFML;
l meeting the wider team, outside the designated lead managers,
at the Portfolio Manager’s offices and by video conference, and
encouraging the participation of the wider AFML team in investor
updates; and
l delegating to the Management Engagement & Remuneration
Committee responsibility to perform an annual review of the
service received from AFML, including, inter alia, the team
supporting the lead managers and succession planning.
Strategic Report continued
Principal Risks and Uncertainties
Mitigation
Macroeconomic Risks
The performance of the Group’s investment portfolio is materially
influenced by economic conditions. These may affect demand for
services supplied by investee companies, foreign exchange rates,
input costs, interest rates, debt and equity capital markets and the
number of active trade and financial buyers.
All of these factors could have an impact on the Group’s ability to
realise a return from its investments and cannot be directly controlled
by the Group. Particular current factors include inflation, recession
fears and the continuing conflicts in Ukraine and the Middle East.
Within the constraints dictated by its objective, the Company’s
portfolio is diversified across a range of sectors, has no leverage,
anet cash balance and the Portfolio Manager seeks to structure
investments to provide downside protection where possible.
The Board, AIFM and Portfolio Manager monitor the macroeconomic
environment and this is discussed at each Board meeting, along with
the potential impact. The Portfolio Manager also provides a detailed
update on the investments at each meeting, including, inter alia,
developments in relation to the macro environment and trends.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 22
23ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Emerging Risks
The Company has carried out a robust assessment of the Company’s
emerging and principal risks and the procedures in place to identify
emerging risks are described below. The International Risk Governance
Council definition of an ‘emerging’ risk is one that is new, or is a familiar
risk in a new or unfamiliar context or under new context conditions
(re-emerging). Failure to identify emerging risks may cause mitigating
actions to be reactive rather than being proactive and, in the worst case,
could cause the Company to become unviable or otherwise fail or force
the Company to change its structure, objective or strategy.
The Audit Committee reviews the risk map at least half-yearly. Emerging
risks are discussed in detail as part of this process and also throughout
the year to try to ensure that emerging (as well as known) risks are
identified and, so far as practicable, mitigated.
The experience and knowledge of the Directors are useful in these
discussions, as are update papers and advice received from the
Board’s key service providers such as the Portfolio Manager, the AIFM
and the Company’s Brokers. In addition, the Company is a member of
the AIC, which provides regular technical updates as well as drawing
members’ attention to forthcoming industry and/or regulatory issues
and advising on compliance obligations.
Ukraine and Middle East
The Board does not expect the conflicts in Ukraine and the Middle East
to have a material impact on the Company, but notes that two of the
Company’s investments, Wematch and Kipp, are based in Israel. The
Board continues to monitor events in both theatres. The Company has
not identified any sanctioned shareholders on its share register and the
portfolio companies have no Russian operations.
ESG
As mentioned above under Investment Risks, the Board recognises the
risks posed by environmental, social and governance (“ESG”) factors,
particularly with respect to the portfolio. Investment companies are
currently exempt from reporting under the Task Force on Climate-
Related Financial Disclosures (“TCFD”) and the Company has not
voluntarily adopted the requirements, but recognises the potential for
reputational risk should the Company not meet investor expectations in
relation to ESG. This, together with ESG factors that might affect
portfolio companies, is considered to be an emerging risk area for the
Company. ESG risk assessment is embedded in the Portfolio Manager's
due diligence and decision-making process when investing in new
companies and monitored thereafter (see page 30). However, the
Company does not have explicit sustainability investment objectives or
policies and has not adopted a sustainability label under the FCA’s UK
Sustainability Disclosure Requirements and investment labels regime
(“SDR”).
Performance and Prospects
Performance
The Board assesses the Company’s performance relative to its
investment objective using the following Key Performance Indicators
(“KPIs”). Due to the unique nature and investment policy of the
Company, with no direct listed competitors or comparable indices, the
Board considers that there is no relevant external comparison against
which to assess the KPIs and as such performance against the KPIs is
considered on an absolute basis. Information on the Company’s
performance is provided in the Chairman’s Statement and the Portfolio
Manager’s Review. The KPIs have not changed from the prior year:
l Net Asset Value (“NAV”) per share after performance fee total
return*
The Directors regard the NAV per share after performance fee total
return as being the critical measure of value delivered by the
Company over the long term. The Board considers that the NAV
per share after performance fee better reflects the current value of
each share than the consolidated NAV per share figure, the
calculation of which eliminates the performance fee.
This is an Alternative Performance Measure (“APM”) and its
calculation is explained in the Glossary on page 79 and in note 15
on page66. Essentially, itadds back distributions made in the
period to the change in the NAV after performance fee to arrive at
a total return.
The Group’s NAV per share after performance fee total return for
the year was (3.5%) (2024: positive 5.4%). This result is discussed
in the Chairman's Statement on page 2.
l Total Shareholder Return (“TSR”)*
The Directors also regard the Company’s TSR as a key indicator of
performance. Like the NAV per share after performance fee total
return discussed above,
this is an APM and its calculation is explained
in the Glossary on page 80. The TSR is similar in nature to the NAV
per share after performance fee total return, except that it adds back
distributions made in the period to the change in the share price, to
reflect more closely the return in the hands of shareholders. Share
price performance is monitored closely by the Board.
The Company's TSR for the year was (15.4%) (2024: positive 3.6%).
In common with other investment trusts the share price has been
under pressure since the swing in market sentiment in 2022 and
especially since the start of 2025.
l Ongoing Charges Ratio (“OCR”)*
Ongoing charges represent the costs that shareholders can
reasonably expect the Company to pay from one year to the next,
under normal circumstances.
The Board reviews the costs incurred in operating the Company at
each Board meeting and seeks to maintain a sensible balance
between strong service and keeping costs down.
The terms of appointment of the Company’s AIFM and the Portfolio
Manager are set out on pages 24 and 25. In reviewing their
continued appointment the Board took int
o account the ongoing
charges ratio of other investment companies with specialist
mandates.
The Group’s OCR for the year was 2.0% (2024: 2.0%).
Strategic Report continued
* See Glossary on page 79
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 23
24 AUGMENTUM FINTECH PLC
Discount/Premium*
The Board monitors the price of the Company's shares in relation to
their NAV after performance fee and the premium/discount at which the
shares trade. Shareholder approvals are sought each year to issue and
buy back shares, which can assist in reducing share price volatility.
However, the level of discount or premium is understood to be mostly a
function of investor sentiment and demand for the shares, over which
the Board has little influence. The Company has the same Portfolio
Manager, management fee arrangements and cost base that it had in
2021 when the shares traded at a premium to NAV and the Board does
not believe that Company specific factors have influenced the discount.
Rather, the share price falling to a discount to NAV at the beginning of
2022 correlates with market sentiment turning against growth stocks
generally, with the Company's shares being affected notwithstanding
the portfolio’s potential. At 31 March 2025 the Company's shares stood
at a discount of 47.4% to NAV per Share after performance fee
(2024:40.0% discount).
The Board has sought to communicate its faith in the underlying value
of the portfolio and simultaneously to take advantage of the discount by
continuing to undertake a limited programme of accretive share
buybacks, to the benefit of remaining shareholders. However, this was
scaled back during the latter half of the financial year to prioritise the
need to retain cash for new and follow-on investments. All shares
purchased are held in treasury and will potentially be reissued when the
share price returns to a premium to NAV after performance fee.
Shareholder authorities to issue and buy back shares are being sought
at the forthcoming AGM.
Performance, Prospects and Future Developments
The Company’s current position and prospects are described in the
Chairman’s Statement and Portfolio Manager’s Review sections of this
annual report.
The Board’s primary focus is on the Portfolio Manager’s investment
approach and performance, which are thoroughly discussed at every
Board meeting. In addition, the AIFM, the Portfolio Manager and the
Company’s Brokers update the Board on company communications,
promotion, investor feedback and market background.
Outlines of performance, investment activity and strategy, market
background during the year and outlook are provided in the Chairman’s
Statement on pages 2 to 4 and the Portfolio Manager’s Review on
pages16 to 19.
Viability Statement
The Board has considered the Company’s financial position, including
its ability to liquidate portfolio assets and meet its expenses as they fall
due, and notes the following:
As part of its review the Board considered the impact of a significant and
prolonged decline in the Company’s performance and prospects. This
included modelling the impact of a 50% fall in the value of the investment
portfolio, the impact of this on the Company’s ongoing charges and
reviewing the ability of the Company to meet its liabilities as they fall due
and support investee companies with future funding requirements in such
a scenario.
The expenses of the Company are predictable and modest in
comparison with the assets and there are no capital commitments
currently foreseen which would alter that position.
In considering the Company's longer-term viability, as well as
considering the principal risks on pages
20 to 22 and the financial
position of the Company, the Board considered the following factors
and assumptions:
l The Company is and will continue to be invested primarily in long-
term illiquid investments which are not publicly traded;
l The Board reviews the liquidity of the Company, regularly
considers any commitments it has and cash flow projections;
l The Board, AIFM and Portfolio Manager will continue to adopt a
long-term view when making investments and anticipated holding
periods will be at least five years;
l As detailed in the Directors’ Report, the Valuations Committee
oversees the valuation process;
l There will continue to be demand for investment trusts;
l Regulation will not increase to a level that makes running the
Company uneconomical; and
l The performance of the Company will continue to be satisfactory.
Whilst acknowledging that market and economic uncertainty remain
heightened in view of inflation, concerns about a recession, tariffs and
the Ukraine and Middle East conflicts, based on the results of its review,
and taking into account the long-term nature of the Company, the
Board has a reasonable expectation that the Company will be able to
continue its operations and meet its expenses and liabilities as they fall
due for the foreseeable future, taken to mean at least the next five years.
The Board has chosen this period because, whilst it has no information
to suggest this judgement will need to change in the coming five years,
forecasting over longer periods is imprecise. The Board’s long-term
view of viability will, of course, be updated each year in the annual
report.
Going Concern
In light of the conclusions drawn in the foregoing Viability Statement
and as set out in note 18.1 to the financial statements on page 67, the
Company has adequate financial resources to continue in operational
existence for at least the next 12 months from the date of signing of this
report.
Therefore, the Directors believe that it is appropriate to continue to
adopt the going concern basis in preparing the financial statements.
Inreviewing the position as at the date of this report, the Board has
considered the guidance on this matter issued by the Financial
Reporting Council.
Management Arrangements
Principal Service Providers
The Company is structured as an internally managed closed-ended
investment company. Augmentum Fint
ech Management Limited
(“Portfolio Manager”) is the wholly owned operating subsidiary of the
Company that manages the investment portfolio of the Company as a
delegate of the AIFM.
* See Glossary on page 79
Strategic Report continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 24
25ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
The other principal service providers to the Company are Frostrow Capital
LLP (“Frostrow” or the “AIFM”) and IQ EQ Depositary Company (UK)
Limited (the “Depositary”). Details of their key responsibilities and their
contractual arrangements with the Company follow.
Alternative Investment Fund Manager (“AIFM”)
Frostrow, under the terms of its AIFM agreement with the Company,
provides, inter alia, the following services:
l oversight of the portfolio management function delegated to
Augmentum Fintech Management Limited;
l promotion of the Company’s shares;
l investment portfolio administration and valuation;
l risk management services;
l share price discount and premium monitoring;
l administrative and company secretarial services;
l advice and guidance in respect of corporate governance
requirements;
l maintenance of the Company’s accounting records;
l review of the Company’s website;
l preparation and publication of annual and half year reports; and
l ensuring compliance with applicable legal and regulatory
requirements.
AIFM Fees
Under the terms of the AIFM Agreement Frostrow is entitled to an
annual fee of:
l on NAV up to £150 million: 0.225% per annum;
l on that part of NAV in excess of £150 million and up to £500million:
0.2% per annum; and
l on that part of NAV in excess of £500 million: 0.175% per annum,
calculated on the last working day of each month and payable monthly
in arrears.
The AIFM Agreement may be terminated by either party on giving
notice of not less than 12 months.
Portfolio Manager
Augmentum Fintech Management Limited, as delegate of the AIFM,
isresponsible for the management of the Company’s portfolio of
investments under an agreement between it, the Company and
Frostrow (the “Portfolio Management Agreement”).
Under the terms of its Portfolio Management Agreement, Augmentum
Fintech Management Limited provides, inter alia, the following services:
l seeking out and evaluating investment opportunities;
l recommending the manner by which monies should be invested,
disinvested, retained or realised;
l advising on how rights conferred by the investments should be
exercised;
l analysing the performance of investments made; and
l advising the Company in relation to trends, market movements and
other matters which may affect the investment objective and policy
of the Company.
Portfolio Manager Fees
Portfolio Management Fee
Under the terms of the Portfolio Management Agreement Augmentum
Fintech Management Limited (the “Portfolio Manager”) receives an
annual fee of 1.5% of the NAV per annum, falling to 1.0% of any NAV in
excess of £250million.
Performance Fee
The Portfolio Manager is entitled to a performance fee in respect of the
performance of any investments and follow-on investments. Each
performance fee operates in respect of investments made during a
24month period and related follow-on investments made for a further
36month period, save that the first performance fee would be in
respect of investments acquired using 80% of the net proceeds of the
Company’s IPO in March 2018 (including the Initial Portfolio), and related
follow-on investments.
Subject to certain exceptions, the Portfolio Manager receives, in
aggregate, 15% of the net realised cash profits from the investments and
follow-on investments made over the relevant period once the Company
has received an aggregate annualised 10% realised return on
investments (the “hurdle”) and follo
w-on investments made during the
relevant period. The Portfolio Manager’s return is subject to a ‘’catch-up’’
provision in its favour. The performance fee is paid in cash as soon as
practicable after the end of each relevant period, save that at the
discretion of the Board payments of the performance fee may be made
in circumstances where the relevant basket of investments has been
realised in part, subject to claw-back arrangements in the event that
payments have been made in excess of the Portfolio Manager’s
entitlement to any performance fees as calculated following the relevant
period. The Portfolio Management Agreement was subject to a non-
material amendment in March 2025 aimed at simplifying and clarifying
performance fee calculations. The change adjusted the definition of
baskets of investments to associate all follow-on investments with the
original investment, exclude 'scout' in
vestments and include investments
through Augmentum I LP on a look-through basis rather than collectively.
Based on the investment valuations as at 31 March 2025 the hurdle has
been met, on an unrealised basis, and as such a performance fee has
been provided for as set out in notes 2 and 12. This will only be payable
if the hurdle is met on a realised basis.
The Portfolio Management Agreement may be terminated by either
party giving notice of not less than 12 months.
Strategic Report continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 25
26 AUGMENTUM FINTECH PLC
AIFM and Portfolio Manager Evaluation and Re-Appointment
The performance of Frostrow as AIFM and Augmentum Fintech
Management Limited as Portfolio Manager is regularly monitored by the
Board with a formal evaluation being undertaken each year. As part of this
process the Board monitors the services provided by the AIFM and the
Portfolio Manager and receives regular reports and views from them.
Following a review at a Management Engagement & Remuneration
Committee meeting in March 2025 the Board believes that the
continuing appointment of the AIFM and the Portfolio Manager, under
the terms described within this Strategic Report, is in the best interests
of the Company’s shareholders. In coming to this decision it took into
consideration the following additional reasons:
l the quality and depth of experience of the management, company
secretarial, administrative and marketing team that the AIFM
brought to the management of the Company; and
l the quality and depth of experience allocated by the Portfolio
Manager to the management of the portfolio, together with the
clarity and rigour of the investment process.
Depositary
The Company has appointed IQ EQ Depositary (UK) Limited as its
Depositary in accordance with the UK AIFMD on the terms and subject
to the conditions of an agreement between the Company, Frostrow and
the Depositary (the “Depositary Agreement”).
The Depositary provides the following services, inter alia, under its
agreement with the Company:
l verification of non-custodial investments;
l safe keeping of custodial assets;
l cash monitoring;
l processing of transactions; and
l foreign exchange services.
The Depositary must take reasonable care to ensure that the Company
is managed in accordance with the Financial Conduct Authority’s
Investment Funds Sourcebook, the UK AIFMD and the Company’s
Articles of Association.
Under the terms of the Depositary Agreement, the Depositary is entitled
to receive an annual fee of £25,000 plus certain event driven fees.
The notice period on the Depositary Agreement is not less than
sixmonths.
Registrar
The Company’s registrar is Computershare Investor Services PLC.
Contact details are set out on page 81.
Dividend Policy
The Company invests with the objective of achieving capital growth
over the long term and it is not expected that a revenue dividend will be
paid in the foreseeable future. The Board intends only to pay dividends
out of revenue to the extent required in order to maintain the Company’s
investment trust status.
Potential returns of capital
It is expected that the Company will realise investments from time to
time. The proceeds of these disposals may be re-invested, used for
working capital purposes or, at the discretion of the Board, returned to
shareholders.
The Company committed in its launch prospectus to return to
Shareholders up to 50 per cent. of the gains realised by the disposal of
investments in each financial year, with such returns of capital expected
to be made on an annual basis. The Company may also seek to make
returns of capital to Shareholders where available cash is not expected
to be substantially deployed within the following 12-18 months. The
options for effecting any return of capital to shareholders may include
the Company making tender offers to purchase Shares, paying special
dividends or any alternative method or a combination of methods.
Certain methods intended to effect a return of capital may be subject to,
amongst other things, shareholder approval. Shareholders should note
that the return of capital by the Company is at the discretion of the
Directors and is subject to, amongst other things, the working capital
requirements of the Company. The Board has affirmed, that the
Company will continue to retain the bulk of the proceeds of the
investment realisations to date for reinvestment to support its capital
growth objective and utilise the balance to support accretive share
buybacks.
Company Promotion
The Company has retained the services of Peel Hunt LLP and Singer
Capital Markets Advisory LLP as joint corporate brokers, to work
alongside one another to encourage demand for the Company’s
shares. Additionally, the Company has engaged Quill PR to assist in
promoting the Company.
Further, in addition to AIFM services, Frostrow also provides investor
relations & marketing services.
Engaging regularly with investors:
The Company's brokers and Frostrow meet with institutional investors,
discretionary wealth managers and execution-only platform providers
around the UK and hold regular seminars and other investor events;
Making Company information more accessible:
Frostrow manages an investor database, produces key corporate
documents and distributes factsheets, annual reports and updates from
the Portfolio Manager on portfolio and market developments; and
Monitoring market activity, acting as a link between the Company,
shareholders and other stakeholders:
The Company’s brokers and Frostrow maintain regular contact with
sector broker analysts and other research and data providers, and
provide the Board with up-to-date information on the latest shareholder
and market developments.
Strategic Report continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 26
27ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Community, Social, Employee, Human Rights, Environmental Issues,
Anti-bribery and Anti-corruption
The Company is committed to carrying out business in an honest and
fair manner with a zero-tolerance approach to bribery, tax evasion and
corruption. As such, policies and procedures are in place to prevent
bribery and corruption. In carrying out its activities, the Company aims
to conduct itself responsibly, ethically and fairly, including in relation to
social and human rights issues.
As an investment trust with limited internal resource, the Company has
little impact on the environment. The Company believes that high ESG
(Environmental, Social and Governance) standards within both the
Company and its portfolio companies make good business sense and
have the potential to protect and enhance investment returns.
Consequently, the Group’s investment process ensures that ESG
issues are taken into account and best pr
actice is encouraged.
Diversity
There are currently three male and two female Directors (being 40%
female representation) on the Board, and these Directors have three
different nationalities and diverse educational backgrounds. The
Company aims to have a balance of relevant skills, experience and
background amongst the Directors on the Board and believes that all
Board appointments should be made on merit and with due regard to
the benefits of diversity. The Company's diversity policy is set out on
page42. The Board also encourages diversity within AFML, where the
team of 13 people represents four different nationalities and is 38%
female. The Board is also keen to promote the benefits of diversity in the
companies we invest in.
Strategic Report continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 27
28 AUGMENTUM FINTECH PLC
Investors
Who?
Stakeholder group
Portfolio Manager
Clear communication of the Company’s strategy
and the performance against its objective can
help the share price trade at a narrower discount
or a wider premium to its net asset value, which
benefits shareholders.
New shares may be issued to meet demand
without diluting the NAV per share of existing
shareholders. Increasing the size of the
Company can benefit liquidity as well as spread
costs.
Understanding investor preferences in relation
to potential Board decisions, such as in relation
to possible distributions.
Why?
The benefits of engagement with our
stakeholders
Frostrow as AIFM, the Portfolio Manager and the
Company's joint brokers on behalf of the Board
complete a programme of investor relations
throughout the year. In addition, the Chairman and
the Senior Independent Director have met with,
and endeavour to make themselves available to
meet with, shareholders wishing to engage.
Key mechanisms of engagement included:
l The Annual General Meeting;
l The Company’s website which hosts reports,
video interviews with the managers and
regular market commentary;
l Online newsletters and factsheets;
l One-on-one investor meetings;
l Investor meetings with the Portfolio Manager
and AIFM; and
l The Portfolio Manager hosts an annual
Capital Markets Day event to inform
investors about portfolio constituents.
How?
How the Board the AIFM and the Portfolio
Manager has engaged with our stakeholders
The Board meets regularly with the Company’s
Portfolio Manager throughout the year both
formally at the quarterly Board meetings and
more regularly on an informal basis. The Board
also receives quarterly performance and
compliance reporting at each Board meeting.
The Portfolio Manager’s attendance at each
Board meeting provides the opportunity for the
Portfolio Manager and Board to further reinforce
their mutual understanding of what is expected
from all parties.
Service Providers The Company contracts with third parties for
other services including: depositary, investment
accounting & administration, company
secretarial and share registration. It is necessary
for the Company's success to ensure the third
parties to whom we have outsourced services
complete their roles diligently and correctly.
The Company ensures all service providers are
paid in accordance with their terms of business.
The Board closely monitors the Company's
Ongoing Charges Ratio.
The Board and Frostrow engage regularly with
all service providers both in one-to-one meetings
and via regular written reporting. This regular
interaction provides an environment where
topics, issues and business development needs
can be dealt with efficiently and collegiately.
Engaging with our stakeholders
The following ‘Section 172’ disclosure describes how the Directors have had regard to the views of the Company’s stakeholders in their
decision-
making.
Strategic Report continued
Engagement with our Portfolio Manager is
necessary to evaluate performance against the
stated strategy and to understand any risks or
opportunities this may present to the Company.
Italso provides clarity on the Board’s
expectations and helps ensure that portfolio
management costs are closely monitored and
remain competitive.
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 28
29ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
Key topics of engagement with investors
Ongoing dialogue with shareholders concerning the strategy of the
Company, performance, the portfolio, the share price discount to NAV
and the structure of management arrangements.
Key topics of engagement with the Portfolio Manager
On an ongoing basis the Board engages on portfolio composition,
performance, outlook and business updates.
Additional topics included:
l The impact of market conditions upon their business and the
portfolio.
l The structure of management arrangements.
l The discount at which the Company’s shares have been trading
and thoughts on possible mitigations.
What?
What were the key topics of engagement?
l The Portfolio Manager, Frostrow and the joint brokers meet
regularly with shareholders and potential investors to discuss the
Company’s strategy, performance and portfolio. These meetings
take place with and without the Portfolio Manager.
l The Chairman and and the Senior Independent Director met with
several shareholders on a wide range of matters including
strategy, performance, the discount and management
arrangements.
l The discussions informed Board decisions in a number of related
areas.
l The portfolio manager reports regularly any ESG issues in the
portfolio companies to the Board. Please see pages 30 to 32 for
further details of AFML’s ESG policies.
l The structure of management arrangements continued to be an
area of focus during the year. A shareholder circular in respect of
these has been published and a general meeting has been
convened for 24 July 2025.
Outcomes and actions
What actions were taken, including principal decisions?
Employees of AFML
In order to attract and retain talent to ensure the
Group has the resources to successfully
implement its strategy and manage third-party
relationships.
AFML has an open plan office, facilitating ready
interaction and engagement. Senior team
members report to the Board at each meeting.
Given the small number of employees,
engagement is at an individual level rather than
as a group.
Portfolio companies Incorporating consideration of ESG factors into
the investment process assists in understanding
and mitigating risks of an investment and
potentially identifying future opportunities.
The Board encourages the Company’s Portfolio
Manager to engage with companies and in doing
so expects ESG issues to be a key consideration.
The Portfolio Manager seeks to take a board
seat, or have board observer status, on all
investments. See page30 for further detail on
AFML’s ESG approach to investing.
Who?
Stakeholder group
Why?
The benefits of engagement with our
stakeholders
How?
How the Board the AIFM and the Portfolio
Manager has engaged with our stakeholders
Strategic Report continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 29
30 AUGMENTUM FINTECH PLC
Approach to Responsible Investing
Augmentum Fintech Management Limited (“AFML”) continues to be
committed to a responsible investment approach through the lifecycle
of its investments, from pre-screening to exit. AFML believes that the
integration of Environmental, Social and Governance (“ESG”) factors
within the investment analysis, diligence and operating practices is
important for mitigating risk and making profitable investments.
Five-Stage Approach to Future-Proofing the Portfolio
ESG principles adapted from the UN PRI (Principles of Responsible
Investment) are integrated throughout business operations; in
investment decisions, at the screening stage through an exclusion list
and due diligence, ongoing monitoring and engaging with portfolio
companies post-investment and when making f
ollow-on investment
decisions, as well as within fund operations.
1. Screening
An Exclusion List is used to screen out companies incompatible with
AFML’s corporate values (sub-sectors and types of business). AFML
also commits to being satisfied that the investors they invest alongside
are of good standing.
2. Due Diligence
An ESG Due Diligence “DD” survey is completed by teams from
companies in the later stages of the investment process. An ESG
scorecard is completed for each potential in
vestment, in which potential
ESG risks and opportunities are identified, and discussed with the
investment committee. Where necessary, an action plan is agreed with
the management team on areas for improvement and commitments are
incorporated into the Term Sheet.
3. Post-Investment Monitoring and Engagement
An annual survey is completed by portfolio companies and areas for
improvement are discussed with management teams, with
commitments agreed and revisited as appropriate.
4. Follow On Investments
ESG risks and opportunities are assessed when making follow-on
investment decisions, with an ESG scorecard completed and
co-investors taken into consideration. Follow on investments are only
made into companies that continue to meet AFML’s ESG criteria.
5. Internally at Augmentum
AFML has continued to identify priority areas in which to make suitable
ESG-related advancements across fund operations. Key progress
areas include:
l Tracking the gender diversity of founders/CEOs of companies in
our dealflow;
l Continuing to embrace diversity and inclusion through inclusive
hiring and professional development practices and Female
Founder Office Hours;
l Building on our programme of CSR initiatives through supporting
Crisis Venture Studio and The Lord Mayor's Appeal `We Can Be'
and ‘City Giving Day’ initiatives.
ESG Focus Areas
AFML has identified eight key areas for consideration, across the three
ESG categories, which best align with its valuesand are most relevant
for companies operating in the fintech industry.
The key environmental consideration as identified by the AFML is the
potential impact of business operations on the global issue of climate
change. Social factors include the risks and opportunities associated
with data security, privacy and ethical use, consumer protection,
diversity and financial inclusion. Governance considerations include
anti-bribery and corruption, board structure and independence and
compliance.
AFML is committed to:
l Incorporating ESG and sustainability considerations into its
investment analysis, diligence, and operating practices.
l Providing ESG training and support to the AFML employees
involved in the investment process, so that theymay perform their
work in accordance with AFML’s policy.
l Actively engaging with portfolio companies to encourage
improvement in key ESG areas.
l Annual reporting on progress to stakeholders.
Strategic Report continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 30
31ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
STRATEGIC AND BUSINESS REVIEW
ESG in Action
Company Initiatives
Investing in Women Code (ESG Focus Area – Social: Diversity)
Augmentum is a signatory of the Investing in Women Code. The
Investing in Women Code is a commitment to support the advancement
of female entrepreneurship in the United Kingdom by improving female
entrepreneurs’ access to tools, resources and finance from the financial
services sector.
As a signatory to the Investing in Women Code, the Company is
committed to a culture of inclusion and to advance access to capital for
female entrepreneurs. As a signatory, the Company will:
l Have a nominated member of the senior leadership team who is
responsible for supporting equality in all its interactions with
entrepreneurs.
l Provide HM Treasury with a commonly agreed set of data
concerning: all-female-led businesses; mixed-gender-led
businesses and all-male-led businesses. The Company agrees
that HM Treasury will collate this data and publish it on an
aggregated and anonymised basis in an annual report.
l Adopt internal practices which aim to improve the potential for
female entrepreneurs to successfully access the tools, resources,
investment and finance they need to build and grow their
businesses, working with relevant players in the ecosystem. The
Company will review these actions annually and make this
commitment publicly available.
The Lord Mayor’s Appeal (Environmental: climate/carbon footprint
and Social: Diversity)
AFML participated in The Lord Mayor’s Appeal’s ‘We Can Be’ initiative for
the third time, hosting a group of school girls, introducing them to a career
in the City and the inner workings of an investment trust. AFML also
participated in a charity day with a central London-based food bank in
September 2024.
Female Founders in Fintech Office Hours (Social: Diversity)
AFML team members participated in a number of female founder
focused initiatives across the year, with the aim of meeting and
supporting more diverse founders. We have supported the Innovate
Finance Women in Fintech Powerlist for several years, hosted the launch
for this year’s powerlist and AFML's Chief of Staff is on the judging panel.
Crisis Venture Studio (Social: Diversity)
We continue to support the venture arm of charity Crisis, which tackles
the causes of homelessness through supporting business ventures. We
do this through offering advice around investments and new ventures the
charity is considering investing in or otherwise partnering with.
Portfolio Business Models
Anyfin: Consumer Financial Education (Social: Consumer protection)
A core element of Anyfin’s mission is to help get people out of debt and
to date the company has helped customers save millions of Euros in
credit costs. They are proactive with consumer financial education;
releasing regular financial health reports, focusing on the ways in which
people deal with their debts (and finances more broadly). The company
hosts regular ‘Anyfin House’ sessions, open to the public, and covering
topics such as financial management, financial stress and the economy.
Grover: Circular Economy Model (Environmental: Climate/carbon footprint)
Grover provides a sophisticated solution for the increasing number of
consumers who value access over ownership via their circular economy
tech-rental model. By replacing the highly wasteful linear product
ownership approach (take -> make -> dispose), Grover’s model extends
the lifecycle of a product by re-using, repairing and redistributing.
A device rented from Grover is circulated 2-6 times on average.
Wayhome: Gradual Home Ownership Model
(Social: Financial inclusion)
Wayhome’s ‘Gradual Homeownership’ model aims to help aspiring
homeowners who are unable to obtain a traditional mortgage to buy a home
get on the housing ladder. With the average home now costing 9times
average income and the average first time buyer only able to borrow 3.55
times income, millions of hardworking families are locked out of
homeownership. Wayhome customers own the share of the home they paid
for and rent the remainder, gradually buying more and renting less over time.
Strategic Report continued
Pertinent Sustainable Development Goals
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 31
32 AUGMENTUM FINTECH PLC
Portfolio Initiatives
Tide: Removing Emissions (Environmental: Climate/carbon footprint)
In 2023, Tide became the first fintech globally to remove 100% of its
emissions with durable carbon removals as of 2022 onwards. The
business has also committed to becoming fully NetZero by 2030 and to
support its UK members (more than 9% of UK SMEs), and growing
network of Indian SMEs on their journey to NetZero.
Tide made three climate-focused pledges which included committing
to removing 100% of their emissions with durable carbon removal from
2022 onwards and reducing 90% of their 2021 emissions per employee
by 2030. The organisation also committed to making Net Zero simpler
for their Members by developing the support on offer.
Tide and Transcorp announced the launch of India’s-first recycled PVC
RuPay Card. Made from 99% recycled plastic, this is a first for fintechs
in India. Each rPVC card saves 7g of carbon and 3.18g plastic that would
normally be used in production.
Zopa Bank: 2025 Fintech Pledge (Social: Consumer protection and
financial inclusion)
Led by Zopa Bank, 33 fintechs and their industry partners are working
together to tackle the cost-of-living crisis. The 2025 Fintech Pledge
aims to drive 10 million consumer actions that build up the financial
resilience of UK consumers by 2025. It will achieve this by connecting
people to platforms that make savings work harder, improve credit
scores, consolidate debt, and lower utility bills and household outgoing
costs. To date, more than 2 million actions have been reported from all
members combined.
Volt: Partnership with Ekko (Environmental: ocean plastic removal)
Volt partnered with sustainability fintech ekko to integrate
environmental action directly int
o the payment process. By selecting
Volt at checkout, consumers can contribute to preventing plastic from
entering the ocean.
This Strategic Report was approved by the Board of Directors and
signed on its behalf by:
William Reeve
Chairman
30 June 2025
Strategic Report continued
270829 Augmentum pp001-pp032.qxp 30/06/2025 19:27 Page 32
CORPORATE GOVERNANCE
33ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Board of Directors
William Reeve
(Chairman of the Board and Nominations Committee)
William joined the Board as Chairman of the Company on 1 November 2024. William is currently also the CEO of proptech
company Goodlord. He has extensive experience in the technology sector, both as an investor and an operator. He co-founded
three technology-related businesses: Fletcher Research (acquired by Forrester Research), LOVEFiLM.com (acquired by
Amazon), and Secret Escapes. His experience spans all stages of the company growth lifecycle, including non-executive
director and chair positions of startups, private equity backed businesses and publicly listed companies alike. He is a former
non-executive chair of Nutmeg (leading the sale to JP Morgan), Graze.com (leading the sale to a Carlyle fund) and Media
Ingenuity, as well as non-executive director of numerous other businesses including Paddy Power plc and Zoopla. William was
a non-executive director of retailer Dunelm Group plc (where he served as Senior Independent Director and chaired the
Remuneration Committee) for over 9 years.
William holds 124,000 shares in the Company.
Karen Brade
(Chair of the Audit Committee)
Karen has been a member of the Company's Board since its IPO in 2018. She has extensive experience of project finance,
private equity and asset management. She started her career at Citibank working on various multi-national project finance
transactions.
Karen worked at CDC (now known as British International I
nvestment), the UK Government’s development finance institution,
where she held a variety of positions in equity and debt investing, portfolio management, fund raising and investor development.
She is an external panel member of the Albion Capital VCT investment committee, was chair of Keystone Positive Change
Investment Trust plc until March 2025 and was a non-e
xecutive director of HeiQ plc until December 2024.
Karen holds 39,019 shares in the Company.
David Haysey
(Chairman of the Management & Remuneration Committee and Valuations Committee, and Senior Independent Director)
David has been a member of the Company's Board since its IPO in 2018. He has extensive experience in the investment
business, working on both public and private equities, and asset allocation.
He started his career as a stockbroker, and has held a number of senior positions, including head of European equities for
SGWarburg plc and Deutsche Bank AG and CIO and co-CEO of Deutsche Asset Management’s European Absolute Return
business.
David previously worked for RIT Capital Partners plc, where he was a board member and head of public equities. He joined the
multi-strategy firm Marylebone Partners from its launch as head of liquid strategies. He is now a non-executive partner and
member of the firm’s investment committee.
David holds 94,230 shares in the Company.
Conny Dorrestijn
Conny joined the Board on 1November 2021. She has been an active part of European fintech for many years and has worked
with a number of early stage fintech businesses. She is a non-executive director of Singer Capital Markets Ltd, a founding
partner of BankiFi, a developer of technology ‘putting banks at the heart of business’, where she currently fulfils a non-executive
role, Chair of the Advisory Board of Amsterdam Fintech Week, anAssociate of the European Women in Payments Network
(EWPN) and a Global Innovation Awards Judge at BAI (US). Previous roles include Chair of the supervisory board of Cobase bv,
Chair of the supervisory board of pan-European fintech provider Blanco Services bv, and VP Global Payments Marketing at
FIS, following its acquisition of Clear2Pay, where she was Global Head of Corporate Marketing & Analyst Relations.
Sir William Russell
Sir William joined the Board on 1April 2022.
He was the Lord Mayor of the City of London from November 2019 until November
2021 and is an Alderman of The City of London. Sir William is also a non-executive director of Red Savannah Ltd and of
ConghamHotels Ltd. He is a past board member of Innovate Finance, the industry body for the UK Fintech community, and has
more than 30 years’ experience in financial services including senior positions in domestic and international banking with
Merrill Lynch.
Sir William holds 270,000 shares in the Company.
270829 Augmentum pp033-pp038.qxp 30/06/2025 19:28 Page 33
Management Team
Tim Levene
CEO and Partner
Tim began his career at Bain & Co before leaving to co-found Crussh, the chain of juice bars. In 1999, Tim became a founding
employee at Flutter.com and after it merged with Betfair in 2001 he led the commercial side, including launching its international
business. In 2010 Tim co-founded Augmentum with the backing of RIT Capital. Tim has been a Young Global Leader at the World
Economic Forum since 2012 and was also elected as an Alderman (Independent) for the Ward of Bridge in the City of London in
2022.
Richard Matthews
COO and Partner
Richard qualified as a chartered accountant with Coopers & Lybrand/PricewaterhouseCoopers LLP before joining Tim as chief
financial officer of Flutter.com in 1999. In 2001, upon the merger with Betfair, he left to become chief financial officer of Benchmark
Europe. In 2005 Richard became a partner at Manzanita Capital, a large US family office, and in 2010 he co-founded Augmentum.
Perry Blacher
Partner
Perry started his career at McKinsey & Co in 1996, moving to Microsoft in 1998 and he has spent the last decade as an angel
investor in, and adviser to, fintech businesses. Perry is a FinTech specialist, holding advisory or non-executive roles at Fairpoint plc,
Barclays UK, Google, Onfido, Prodigy Finance, TransferGo and other FinTech businesses. He was a founding principal at Chase
Episode 1 Partners when they invested in Flutter.com and is a venture partner at Amadeus Capital. He was the founder and chief
executive officer of two businesses, both sold to public companies (Serum in 2002 and Covestor in 2007).
Réginald de Wasseige
Principal
Réginald (Reggie) started his career at Cobepa in Belgium (his home country), and then founded a software company focused on
document security for large organisations. Off the back of both experiences, VC was a natural evolution and Reggie joined ABN
AMRO Ventures, the venture capital arm of the Dutch bank, and relocated to Amsterdam. This position introduced him to the world
of fintech.
Georgie Hazell Kivell
Chief of Staff
Georgie is Chief of Staff at Augmentum Fintech Management Ltd, where she drives strategic initiatives across marketing, investor
engagement, operations, talent, policy and ESG. She joined the firm in 2018, bringing hands-on experience from startups and a
startup studio, combined with an MBA and a strong track record in scaling high-growth ventures. Georgie is a judge for The UK
Tech Awards.
The Portfolio Manager is a specialist fund management and advisory business whose experienced and entrepreneurial Management Team has a
strong track record in fintech venture capital. They are London based and are authorised and regulated in the UK by theFCA. All of the team
members featured below are investors in the Company. In aggregate employees of AFML hold 3,616,902 (2.1%) of the Company's shares.
34 AUGMENTUM FINTECH PLC
270829 Augmentum pp033-pp038.qxp 30/06/2025 19:28 Page 34
CORPORATE GOVERNANCE
35ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Directors’ Report Directors’ Report
The Directors present the audited Financial Statements of the Group
and the Company for the year ended 31 March 2025 and their Report
on its affairs.
In accordance with the requirement for the Directors to prepare a
Strategic Report for the year ended 31 March 2025, the following
information is set out in the Strategic Report on pages 19 to 32: a review of
the business of the Company including details about its objective, strategy
and business model, future developments, details of the principal risks and
uncertainties associated with the Company’s activities (including the
Company’s financial risk management objectives and policies), information
on stakeholder engagement, information on the Company’s contractual
arrangements with key service providers and information regarding
community, social, employee, human rights and environmental issues.
Information about Directors’ interests in the Company’s ordinary shares is
included within the Directors’ Remuneration Report on page 47.
The Corporate Governance Statement starting on page 39 forms part
of this Directors’Report.
Business and Status of the Company
The Company is registered as a public limited company in England and
Wales (registered number 11118262) and is an investment company
within the terms of Section 833 of the Companies Act 2006 (the “Act”).
Its shares are traded on the main market of the London Stock
Exchange, which is a regulated market as defined in Section 1173 of
the Act.
The Company has received approval from HM Revenue & Customs as an
investment trust under Sections 1158 and 1159 of the Corporation Tax Act
2010. In the opinion of the Directors, the Company continues to direct its
affairs so as to qualify for such approval.
Investment Policy
The Company’s investment policy is set out on page 5.
Subsidiary Companies
The Company has two corporate subsidiaries, both of which are wholly
owned by the Company and are incorporated in England and Wales as
private limited companies:
(i) the General Partner (Augmentum Fintech GP Limited), the principal
activity of which is to act as the general partner of the Partnership;
and
(ii) the Portfolio Manager (Augmentum Fintech Management Limited),
the principal activity of which is to act as the portfolio manager of the
Company.
The Partnership, Augmentum I LP, is a limited partnership registered in
Jersey and is wholly owned by the Company.
Results and Dividend
The results attributable to shareholders for the year are shown on the
Income Statement.
The Directors are not recommending the payment of a dividend for the
year.
Directors
The Directors of the Company, who all served throughout the year to
31March 2025, are listed on page 33.
All Directors expecting to continue in office seek re-election by
shareholders at each Annual General Meeting.
The Board has reviewed the performance and commitment of the
Directors standing for election and re-election and considers that each
should continue to serve on the Board as they bring wide, current and
relevant experience that allows them to contribute effectively to the
leadership of the Company. More details are contained within the
Notice of Annual General Meeting circular.
Directors’ Conflicts of Interest
Directors report on actual or potential conflicts of interest at each Board
meeting. Any Director or Directors with a potential conflict would be
excluded from any related discussion.
Directors’ & Officers’ Liability Insurance Cover
Directors’ and officers’ liability insurance cover has been maintained by
the Company since its incorporation. It is intended that cover will
continue for the year ending 31 March 2026 and subsequent years.
Directors’ Indemnity
The Company provides, subject to the provisions of applicable UK
legislation, an indemnity for Directors in respect of costs incurred in the
defence of any proceedings brought against them and also liabilities
owed to third parties, ineither case arising out of their positions as
Directors. This was in place throughout the financial year under review,
up to and including the date of the Financial Statements.
A copy of each deed of indemnity is available for inspection at the
Company’s offices during normal business hours and will be available at
the Annual General Meeting.
Directors’ Fees
The Directors’ Remuneration Report and the Directors’ Remuneration
Policy are set out on pages 45 to 48.
Directors’ Responsibilities
The Statement of Directors Responsibilities is to be found on page52
and is included in this Directors' Report by reference.
Portfolio Manager
It is the opinion of the Directors that the continuing appointment of the
Portfolio Manager (details on pages 24 and 25) is in the interests of the
Company’s shareholders as a whole and that the terms of engagement
negotiated with them are competitive and appropriate to the investment
mandate. The Board and the Company’s AIFM review the appointment
of the Portfolio Manager on a regular basis and make changes as
appropriate.
270829 Augmentum pp033-pp038.qxp 30/06/2025 19:28 Page 35
Directors’ Report continued
Capital Structure
At 31 March 2025 there were 181,013,697 ordinary shares of 1p each in
issue (31 March 2024: 181,013,697), of which 13,732,795 were held in
treasury (31 March 2024: 11,182,412).
The Company bought back 2,550,383 shares into treasury during the
year at an average price of 104.26 pence per share.
The shares, other than those held in treasury, entitle the holders to one
vote per share on a poll. Total voting rights at 31 March 2025 was
167,280,902.
At the end of the year under review, the Directors had shareholder
authorities to issue a further 33,594,394 shares without relying on a
prospectus and to buy back a further 24,487,929 shares. These
authorities will expire, and renewals will be sought, at the forthcoming
Annual General Meeting.
No shares have been bought back since the year end, up to the date of
this annual report.
The Company’s capital structure is summarised in note 14 on page65.
Substantial Interests
The Company was aware of the following interests in voting rights of
3% or more of the Company as at 31 March 2025 and 31 May 2025.
31 May 2025 31 March 2025
Number Number
of % of of % of
Ordinary Voting Ordinary Voting
Shareholder Shares Rights Shares Rights
Interactive Investor
13,803,349 8.3 13,329,417 8.0
Hargreaves Lansdown
12,993,708 7. 8 12,382,300 7.4
Hawksmoor Investment
Management
12,791,097 7.6 12,791,097 7.6
Canaccord Genuity Wealth
Management
– Institutional 11,100,000 6.6 11,420,545 6.8
Tikehau Investment Management
7,112,917 4.3 7,112,917 4.3
Charles Stanley
6,761,928 4.0 6,262,630 3.7
TrinityBridge
6,621,629 4.0 6,208,785 3.7
Rathbones 6,038,153 3.6 6,090,271 3.6
AJ Bell
5,828,953 3.5 5,761,978 3.4
Percentages shown are the percentage of the ordinary shares in issue less shares held
in treasury at the respective date.
No changes of interest in voting rights have been notified to the Company in
accordance with the FCA Disclosure Guidance and Transparency Rules since 31 May
2025.
Interests in the Company’s shares and percentage of voting rights of key
management personnel of its subsidiary at 31 March 2025 are shown
below:
Tim Levene
2,774,203 1.6%
Richard Matthews
575,000 0.3%
Beneficial Owners of Shares – Information Rights
Beneficial owners of shares who have been nominated by the
registered holder of those shares to receive information rights under
section 146 of the Companies Act 2006 are required to direct all
communications to the registered holder of their shares rather than to
the Company’s registrar or to the Company directly.
Global Greenhouse Gas Emissions for the year ended
31March2025
At the date of this report, the Group has a staff of 12 individuals,
operating from small office premises in the UK. Accordingly, itdoes not
have any significant greenhouse gas emissions to report from the
operations of the Group, nor does it have responsibility for any other
emissions producing sources under the Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations 2013, including
those within its underlying investment portfolio. The Group consumed
less than 40,000 kWh of energy during the year in respect of which the
Directors’ Report is prepared and therefore is exempt from the
disclosures required under the Streamlined Energy and Carbon
Reporting criteria.
Modern Slavery Act 2015
As an investment vehicle, the Company does not provide goods or
services in the normal course of business and does not have
customers. Also, the Company's portfolio management subsidiary,
which does provide services to the Company, is not in scope on
grounds of scale. Accordingly, the Directors consider that the Group
and Company are not required to make any anti-slavery or human
trafficking statement under the Modern Slavery Act 2015.
Political Donations
The Company has not in the past and does not intend in the future to
make political donations.
Common Reporting Standard (“CRS”)
CRS is a global standard for the automatic exchange of information
commissioned by the Organisation for Economic Cooperation and
Development and incorporated into UK law by the International Tax
Compliance Regulations 2015. CRS requires the Company to provide
certain additional details to HMRC in relation to certain shareholders.
The reporting obligation began in 2016 and is now an annual
requirement. The Registrars, Computershare Investor Services PLC,
have been engaged to collate such information and file the reports with
HMRC on behalf of the Company.
36 AUGMENTUM FINTECH PLC
270829 Augmentum pp033-pp038.qxp 30/06/2025 19:28 Page 36
CORPORATE GOVERNANCE
37ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Directors’ Report continued
UK Listing Rule 6.6.4
UK Listing Rule 6.6.4 requires the Company to include certain
information pertaining to UK Listing Rule 6.6.1 in a single identifiable
section of the annual report or a cross-reference table indicating where
the information is set out. The Directors confirm that the Company has
no controlling shareholders and there are no disclosures to be made in
accordance with these rules.
UK Securities Financial Transactions Regulation Disclosure
(unaudited)
The Company does not engage in Securities Financing Transactions
including repurchase transactions, securities or commodities lending
and securities or commodities borrowing, buy-sell back transactions or
sell-buy back transactions and margin lending tr
ansactions) or total
return swaps.
Alternative Performance Measures
The Financial Statements (on pages 53 to 69) set out the required
statutory reporting measures of the Company’s financial performance.
In addition, the Board assesses the Company’s performance against
criteria that are viewed as particularly relevant for investment trusts,
which are summarised on page 2 and explained in greater detail in the
Strategic Report, under the heading “Performance” on page 23.
Definitions of the terms used and the basis of calculation adopted are
set out in the Glossary and Alternative Performance Measures on
page79.
Statement of Disclosure of Information to the Auditor
As at the date of this report each of the Directors confirms that so far as
they are aware, there is no relevant audit information of which the
Company’s auditor is unaware and they have taken all steps they ought
to have taken to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is 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.
Independent Auditor
Resolutions to reappoint BDO LLP as the Company's auditor and to
authorise the Audit Committee to determine their remuneration will be
proposed at the forthcoming Annual General Meeting. Further details
are included in the Report of the Audit Committee on pages 49 to 51.
Risk Management and Internal Controls
Details of the Company’s risk management and internal control
arrangements, including the Directors’ annual review of the
effectiveness of the Company’s risk management and internal control
arrangements, are contained in the Report of the Audit Committee.
Annual General Meeting (“AGM”)
The AGM will be held on Wednesday, 17 September 2025. The formal
notice of the AGM is sent out as a separate circular and will be posted to
shareholders at the same time as this annual report.
Explanatory notes to the proposed resolutions are included in the
Notice of Meeting circular.
The Board considers the proposed resolutions to be in the best
interests of shareholders as a whole. Accordingly, the Board
unanimously recommends to shareholders that they vote in favour of
the resolutions by proxy ahead of the meeting, as the Directors intend to
do in respect of their own beneficial holdings.
Authority to Purchase Own Shares
A special resolution will be proposed at the forthcoming AGM to grant
the Company authority to purchase its own shares, so as to permit the
purchase of up to 14.99% of the number of ordinary shares in issue
excluding shares held in treasury at the date of the passing of the
resolution, subject to the constraints set out in the special resolution.
The Directors intend to use this authority to purchase shares only if this
would result in an increase in net asset value per share and if they
consider it to be in the best interests of shareholders generally. Ordinary
shares which are purchased under this authority may be held in
treasury or cancelled.
The Directors believe that granting the Board authority to purchase
shares, as detailed above,
is in the best interests of shareholders as a
whole and therefore recommend that shareholders vote in favour of this
resolution.
Authorities to Issue Shares
Separate resolutions will be proposed at the forthcoming AGM to grant
the Company authority to issue ordinary shares with and without
pre-emption rights. Both resolutions seek to permit the issue of up to
20% of the share capital in issue, excluding shares held in treasury, at
the date of the passing of the resolution. The latter resolution will be
proposed as a special resolution and incorporates within that limit the
sale of shares held in treasury. This is the same as the authority sought
last year and for this purpose the Board classes the Company as a
‘capital hungry company’, it having completed fund raises in 2019
(24.5%), 2020 (20.0%) and 2021 (28.9%), with plans for further
fundraises only deferred because of the market rotation in 2022 and
the shares moving to a discount. Additionally, since the Company is an
investment vehicle rather than a commercial operating entity, it is
considered unlikely that the potential dilution of voting rights will be of
concern for existing shareholders. Shares will only be issued or sold
from treasury in accordance with this resolution at a premium to the
prevailing NAV per share after performance fee in order not to dilute the
financial interests of existing shareholders. The Board considers the
NAV per share after performance fee to be the most appropriate metric
of NAV and to best reflect the value of each share.
270829 Augmentum pp033-pp038.qxp 30/06/2025 19:28 Page 37
Directors’ Report continued
Voting Rights
Subject to any rights or restrictions a
ttached to any shares, on a show
of hands, every member who is present in person has one vote and
every proxy present who has been duly appointed has one vote.
However, if the proxy has been duly appointed by more than one
member entitled to vote on the resolution, and is instructed byone or
more of those members to vote for the resolution and by one or more
others to vote against it, or is instructed by one or more of those
members to vote in one way and is given discretion as to how to vote by
one or more others (and wishes to use that discretion to vote in the
other way) that proxy has one vote for and one vote against the
resolution. Every corporate representative present who has been duly
authorised by a corporation has the same voting rights as the
corporation would be entitled to. On a poll, every member present in
person or by duly appointed proxy or corporate representative has one
vote for every share of which they are the holder or in respect of which
the appointment as proxy or corporate representative has been made.
It is anticipated that voting at the forthcoming AGM will be by poll for all
resolutions.
A member, proxy or corporate representative entitled to more than one
vote need not, if they vote, use all their votes or cast all the votes used
the same way.
In the case of joint holders, the vote of the senior who tenders a vote
shall be accepted to the exclusion of the votes of the other joint holders,
and seniority shall be determined by the order in which the names of
the holders stand in the register of members.
A member is entitled to appoint another person as their proxy to
exercise all or any of their rights to attend and to speak and vote at a
meeting of the Company. The appointment of a proxy shall be deemed
also to confer authority to demand or join in demanding a poll. Delivery
of an appointment of proxy shall not preclude a member from attending
and voting at the meeting or at any adjournment of it. A proxy need not
be a member. A member may appoint more than one proxy in relation to
a meeting, provided that each proxy is appointed to exercise the rights
attached to a different share or shares.
Other Statutory Information
The following information is disclosed in accordance with the
Companies Act 2006:
l The rules on the appointment and replacement of Directors are set
out in the Company’s articles of association (the “Articles”). Any
change to the Articles is governed by the Companies Act 2006.
l Subject to the provisions of the Companies Act 2006, to the
Articles, and to any directions given by special resolution, the
business of the Company shall be managed by the Directors who
may exercise all the powers of the Company. The powers shall not
be limited by any special powers given to the Directors by the
Articles and a meeting of the Directors at which a quorum is
present may exercise all the powers exercisable by the Directors.
The Directors’ powers to issue and buy back shares in force at the
end of the year are recorded in the Directors’ Report.
l There are no agreements:
(i) to which the Company is a party that might affect its control
following a takeover bid; and/or
(ii) between the Company and its Directors concerning
compensation for loss of office.
By order of the Board
Frostrow Capital LLP
Company Secretary
30 June 2025
38 AUGMENTUM FINTECH PLC
270829 Augmentum pp033-pp038.qxp 30/06/2025 19:28 Page 38
CORPORATE GOVERNANCE
39ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Corporate Governance Report
Corporate Governance Statement
The Board has considered the principles and provisions of the 2019
AIC Code of Corporate Governance (the “AIC Code”). The AIC Code
addresses all the principles and provisions set out in the 2018 UK
Corporate Governance Code (the “UK Code”), as well as setting out
additional principles and recommendations on issues that are of
specific relevance to investment companies.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the Financial
Reporting Council, provides more relevant information to shareholders.
By reporting against the AIC Code investment companies will meet
their obligations under the UK Corporate Governance Code and
associated disclosure requirements under the UK Listing Rules. As
such, the Company does not need to report further on issues contained
in the UK Code which are not relevant to it.
The AIC Code can be viewed on the AIC’s website www.theaic.co.uk
and the UK Code can be viewed on the Financial Reporting Council
website www.frc.org.uk
.
Statement of Compliance
The Company has complied with the principles and provisions of the
AIC Code and the relevant provisions of the UK Code except that:
l the Chairman of the Board is a member of the Audit Committee,
which is permitted by the AIC Code since he was independent on
appointment, and in the Board’s view he continues to be so. It is the
opinion of the Board that, given its small size, it is appropriate for
him to be a member of the Audit Committee in order for it to benefit
from his experience and knowledge.
Board Leadership and Purpose
Responsibility for effective governance and for the overall management
of the Company’s affairs lies with the Board. The governance framework
of the Company reflects the fact that it is an investment company that
outsources company secretarial, administration, marketing, portfolio
and risk management services to Frostrow. Portfolio management is
then delegated to Augmentum Fintech Management Limited (“Portfolio
Manager”) by Frostrow.
Role of the Board
The Board’s statutory duties are defined by sections 171 to 177 of the
Companies Act 2006. In particular, under section 172 the Directors have
a duty to promote the success of the Company taking into
consideration the likely consequences of any decision in the long term;
the need to foster the Company’s business relationships with its service
providers; the impact of the Company’s operations on the community
and the environment; the desire for the Company to maintain a
reputation for high standards of business conduct; and the need to act
fairly between members of the Company. The Board reports on its
engagement with stakeholders in the context of its duties under section
172 within the Strategic Report on pages 28 and 29.
The Board is responsible for all aspects of the Company’s affairs,
including setting the parameters for monitoring the investment strategy
and the review of investment performance and policy. It also has
responsibility for all strategic policy issues, including share issuance
and buy backs, share price and discount/premium monitoring,
corporate governance matters, dividends and gearing.
Company’s Purpose, Values and Strategy
The Company’s purpose is to generate value for shareholders over the
long term in accordance with its investment objective, and the Board
assesses the basis on which this is achieved. The Strategic Report
describes how opportunities and risks to the future success of the
business have been considered and addressed, the sustainability of the
Company’s business model and how its governance contributes to the
delivery of its strategy. The Company’s investment objective and
investment policy are set out on page 5.
The Board’s key responsibilities are to set the strategy, values and
standards; to provide leadership within a controls framework which
enables risks to be assessed and managed; to challenge constructively
and scrutinise the performance of all outsourced activities; and to
review regularly the contracts, performance and remuneration of the
Company’s principal service providers andPortfolio Manager.
Culture
The Board seeks to establish and maintain a corporate culture
characterised by fairness in its treatment of the Group’s employees and
service providers, whose efforts are collectively directed towards
delivering returns to shareholders in line with the Company’s purpose
and objectives. It is the Board’s belief that this contributes to the
success of the Company, as well as being an appropriate way to
conduct relations between parties engaged in a common purpose.
Board Committees
The Board has delegated specific responsibilities to the Audit
Committee, the Management Engagement & Remuneration Committee,
the Nominations Committee and the Valuations Committee, details of
which are set out below.
Every year the Board reviews its composition and the composition of its
Committees. The Board and the Nominations Committee oversee this
process. Further details are given on page 43 under Board Evaluation.
Audit Committee
As expanded in the Report of the Audit Committee starting on page 49,
the Audit Committee’s key responsibilities are to monitor the integrity of
the annual report and financial statements; to oversee the risk and
control environment and financial reporting; and to review the
performance of the Company’s external auditor.
Valuations Committee
The Valuations Committee adds a further level of oversight to the
valuation process carried out by Frostrow and AFML under their
contractual arrangements with the Company. The Committee meets at
least twice a year to review the valuation of investments.
Management Engagement & Remuneration Committee
The Management Engagement & Remuneration (“ME&R”) Committee
reviews annually the performance of the AIFM and the Portfolio
Manager. The Committee considers the quality, cost and remuneration
method of the service provided by the AIFM and the Portfolio Manager
against their contractual obligations. The Committee is also responsible
for the regular review of the terms of the AIFM Agreement and the
Portfolio Management Agreement. The Committee last reviewed these
in March 2025, at which time it was agreed that no amendments to the
agreements were required.
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 39
Corporate Governance Report continued
The Committee’s duties also include determining and agreeing with the
Board the policy for remuneration of the Directors and monitoring the
Portfolio Manager’s remuneration arrangements. Where appropriate,
the Committee will consider both the need to judge the position of the
Company relative to other companies on the remuneration of Directors
and whether to appoint external remuneration consultants. The
Committee met once in the year to consider remuneration matters.
Areport on its activities in relation to remuneration is contained in the
Directors’ Remuneration Report.
Nominations Committee
The Nominations Committee considers annually the skills possessed
by the Board and identifies any skill shortages to be addressed. When
considering new appointments, the Board reviews the skills of the
Directors and seeks to add persons with complementary skills or who
possess the skills and experience which fill any gaps in the Board’s
knowledge or experience and who can devote sufficient time to the
Company to carry out their duties effectively.
In view of the size of the Board and the nature of the Company, all
independent non-executive Directors are members of each Committee.
Copies of the full terms of reference, which clearly define the
responsibilities of each Committee, can be obtained from the Company
Secretary and they are available for inspection on the Company’s
website www.augmentum.vc
.
Board Meetings
Representatives of the Portfolio Manager, AIFM and Company
Secretary are expected to be present at all meetings. The primary focus
at Board meetings is a review of investment performance and
associated matters. The Chairman seeks to encourage open debate
within the Board and a supportive and co-operative relationship with
the Company’s Portfolio Manager, advisers and other service providers.
The table that follows sets out the number of formal Board and
Committee meetings held during the year ended 31 March 2025 and
the number of meetings attended by each Director.
Four Board meetings are scheduled each year. In addition to the
scheduled Board and Committee meetings, ad hoc meetings were
convened for a Board update, to appoint a new Director and to sign-off
on the annual and interim reports.
Meeting Attendance
Willliam Neil Karen David Conny William
Reeve England Brade Haysey Dorrestijn Russell
Scheduled Board
meetings (4) 2 2 4 4 4 4
Ad Hoc meetings (4) 2 1 4 3 4 3
Audit Committee (4) 3 1 4 4 4 3
ME&R Committee (1) 1 – 1 1 1 1
Valuations
Committee (2) 1 1 2 2 2 2
Nominations
Committee (2) 1 1 2 2 2 2
All the Directors attended the Annual General Meeting in September 2024.
Shareholder Engagement
The Chairman is responsible for ensuring that there is effective
communication with the Company’s shareholders. He works closely
with the Portfolio Manager and there is regular liaison with the
Company’s stockbrokers and the AIFM. There is a process in place for
analysing and monitoring the shareholder register and a programme for
meeting or speaking with the institutional investors and with private
client stockbrokers and advisers. In addition to the Portfolio Manager
and AIFM the Chairman endeavours to make himself available to meet
with shareholders wishing to engage.
The Board encourages shareholders to attend the Company’s Annual
General Meeting, which provides an opportunity for engagement. The
Notice of the Annual General Meeting ,together with relevant notes, is
sent to shareholders at least 20 working days before the meeting. The
Chairman, Directors and the Portfolio Manager all expect to be in
attendance at the Annual General Meeting and encourage
shareholders to submit questions ahead of the Meeting. Details of the
proxy votes received in respect of each resolution will be announced
after the Meeting. In the event of a significant (defined as 20% or more)
vote against any resolution proposed at the Annual General Meeting,
the Board will consult with shareholders in order to understand the
reasons for this and consider appropriate action to be taken, reporting
to shareholders within six months.
The Directors may be contacted through the Company Secretary at the
address shown on page 81.
While the Portfolio Manager and AIFM expect to lead on preparing and
effecting communications with investors, all major corporate issues are
put to the Board or, if time is of the essence, to a Committee thereof.
The Board places importance on effective communication with
investors and liaises with the corporate brokers, the AIFM and the
Portfolio Manager in this regard. Copies of the annual report and the
half year report are made available to shareholders and, where possible,
to investors through other providers’ products and nominee companies.
All this information is readily accessible on the Company’s website
www.augmentum.vc
. A Key Information Document is also published on
the Company’s website. The Company is a member of the Association
of Investment Companies which publishes information to increase
investors’ understanding of the sector.
Stakeholders
Section 172 of the Companies Act 2006 requires that the Directors
have regard to the Company’s stakeholders, amongst other
considerations, within their duty to promote the success of the
Company. The Board’s report on its compliance with Section 172 of the
Companies Act 2006 is contained within the Strategic Report on
pages28 and 29.
40 AUGMENTUM FINTECH PLC
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 40
CORPORATE GOVERNANCE
41ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Corporate Governance Report continued
Subsidiary Employees
The Board seeks to ensure that workforce policies and practices are in
line with the Company’s purpose and values and support its culture.
The Management Engagement & Remuneration Committee advises
the Board in respect of policies on remuneration-related matters.
Since the subsidiary company has only 12 employees, including its two
executive directors, the Board considers that the directors of AFML are
best-placed to engage with the workforce. In accordance with the
Company’s whistleblowing policy, members of staff who wish to discuss
any matter with someone other than the subsidiary directors are able to
contact the Senior Independent Director or, in his absence, another
member of the Board.
Relationship with other service providers
The Board has delegated a wide range of activities to external agents,
in addition to the Portfolio Manager.
These services include investment administr
ation, management and
financial accounting, company secretarial and certain other
administrative and registration services.
The contracts for each of these
were entered into after full and proper consideration by the Board of the
quality and cost of the services offered, including the control systems in
operation in so far as they relate to the affairs of the Company.
Further information on the service providers is contained within the
Strategic Report on pages 24 and 25.
The Board receives and considers reports and information from these
contractors as required. The Board and AIFM are responsible for
monitoring and evaluating the performance of the Company’s service
providers.
Viability Statement and Going Concern
The Board’s assessment of the Company’s longer-term viability and that
it is appropriate for the financial statements to be prepared on a going
concern basis are set out in the Strategic Report on page24.
Significant Holdings and Voting Rights
Details of the substantial interests in the Company’s Shares, the voting
rights of the shares and the Directors’ authorities to issue and
repurchase the Company’s shares, are set out in the Directors’Report.
Nominee Share Code
Where shares in the Company are held via a nominee company,
theCompany undertakes:
l to provide the nominee company with multiple copies of
shareholder communications, so long as an indication of quantities
has been provided in advance; and
l to allow investors holding shares through a nominee company to
attend general meetings, provided the correct authority from the
nominee company is available.
Nominee companies are encouraged to provide the necessary
authority to underlying shareholders to attend the Company’s Annual
General Meeting.
Stewardship and the Exercise of Voting Powers
It is the Board’s view that, in order to achieve long-term success,
companies need to maintain high standards of corporate governance
and corporate responsibility. Therefore the Company expects the
companies in which it is invested to comply with best practice in
corporate governance matters, or to provide adequate explanation of
any areas in which they fail to comply, whilst recognising that a different
approach may be justified in special circumstances. In respect of UK
companies, current best practice in corporate governance matters is
set out in the UK Corporate Governance Code.
The Board has delegated authority to the Portfolio Manager to vote the
shares owned by the Company. The Board has instructed that the
Portfolio Manager submit votes on behalf of the Company wherever
possible, in the best long-term interest of shareholders in accordance
with their own investment philosophy and knowledge of the relevant
circumstances, although the Portfolio Manager may refer to the Board
on matters of a contentious nature.
The Board also monitors the ESG policies of the Portfolio Manager,
given the likely influence of such factors on the long-term growth
prospects of the companies in the portfolio.
Division of Responsibilities
Responsibilities of the Chairman
The Chairman’s primary role is to provide leadership to the Board,
assuming responsibility for its overall effectiveness in directing the
company. The Chairman is responsible for:
l ensuring that the Board is effective in its task of setting and
implementing the Company’s direction and strategy taking the
chair at general meetings and Board meetings, conducting
meetings effectively and ensuring all Directors are involved in
discussions and decision-making;
l setting the agenda for Board meetings and ensuring the Directors
receive accurate, timely and clear information for decision-making;
l taking a leading role in determining the Board’s composition and
structure, overseeing the induction of new Directors and the
development of the Board as a whole, leading the annual board
evaluation process and assessing the contribution of individual
Directors;
l supporting and also challenging the AIFM and the Portfolio
Manager (and other suppliers where necessary) ensuring effective
communications with shareholders and, where appropriate, other
stakeholders; and
l engaging with shareholders to ensure that the Board has a clear
understanding of shareholder views.
The Senior Independent Director, David Haysey, can be contacted via
the Company Secretary.
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 41
Corporate Governance Report continued
Directors’ Interests
The beneficial interests of the Directors in the Company are set out on
page 47 of this annual report.
Directors’ Independence
The Board consists of five non-executive Directors, each of whom is
independent of Frostrow and AFML. Nomember of the Board has been
an employee of the Company, Frostrow, AFML or any of its service
providers. Accordingly, the Board considers that all the Directors are
independent and there are no relationships or circumstances which are
likely to affect or could appear to affect their judgement. Conny
Dorrestijn Prins is a non-executive director of Singer Capital Markets
Limited, one of the Company's corporate brokers, and accordingly is
recused from any decisions concerning the Company's commercial
relations with thatbroker.
Directors’ Other Commitments
Each of the Directors has assessed the overall time commitment of their
external appointments and it was concluded that they have sufficient
time to discharge their duties.
Matters Reserved for Decision by the Board
The Board has adopted a schedule of matters reserved for its decision.
This includes, inter alia, the following:
l Requirements under the Companies Act 2006, including approval
of the half yearly and annual financial statements, recommendation
of any final dividend, the appointment or removal of the Company
Secretary, and determining the policy on share issuance and
buybacks.
l Matters relating to certain Stock Exchange requirements and
announcements, the Company’s internal controls, and the
Company’s corporate governance structure, policy and procedures.
l Decisions relating to the strategic objectives and overall
management of the Company, including the appointment or
removal of the AIFM and other service providers, and review of the
Investment Policy.
l Matters relating to the Board and Board committees, including the
terms of reference and membership of the committees, the
appointment of Directors (including the Chairman) and the
determination of Directors’ remuneration.
Some of these are delegated to committees of the Board. Day-to-day
operational and portfolio management is delegated to Frostrow and
AFML, respectively.
The Board takes responsibility for the content of communications
regarding major corporate issues, although Frostrow or AFML may act
as spokesmen. The Board is kept informed of relevant promotional
material that is issued by Frostrow.
Tenure, Composition, Succession and Evaluation
Policy on the Tenure of the Chairman and other Non-Executive
Directors
The tenure of each independent, non-executive director, including the
Chairman, is not ordinarily expected to exceed nine years.
Succession Planning
The Board regularly considers its structure and recognises the need for
progressive refreshment. The Board has an approved succession
planning policy to ensure that (i) there is a formal, rigorous and
transparent procedure for the appointment of new directors; and (ii) the
Board is comprised of members who collectively display the necessary
balance of professional skills, experience, length of service and
industry/Company knowledge.
The Board considers that five Directors is the appropriate number for the
Company given the workload, particularly around valuations and audit, in
addition to its general governance activities. The Board intends to comply
with accepted best practice and will replace Directors at or around nine
years of tenure. Two of the Directors have been in post since Company’s
IPO and are scheduled to rotate off the Board in 2027. They hold key
positions as Chairs of the Valuations Committee and Audit Committee.
To allow orderly succession, it is intended to stagger the replacement of
these Directors and for their replacements to join approximately six
months prior to their departure.
Appointments to the Board
The rules governing the appointment and replacement of Directors are
set out in the Company’s Articles of Association. Where the Board
appoints a new Director during the year, that Director will stand for
election by shareholders at the next Annual General Meeting.
Thereafter, notwithstanding that the Company's Articles provide that
Directors should submit themselves for re-election every three years, all
of the Directors submit themselves for re-election every year in
accordance with the UK Corporate Governance Code. Subject to there
being no conflict of interest, all Directors are entitled to vote on new
Director candidates. When considering new appointments, the Board
endeavours to ensure that its members collectively have the
capabilities necessary for it to be effective and oversee the Company’s
strategic priorities. This will include an appropriate range, balance and
diversity of skills, experience and knowledge. The Company is
committed to ensuring that any vacancies arising are filled by the most
qualified candidates. The Nominations Committee may engage an
independent search agency to assist in any recruitment process.
Diversity Policy
The Board supports the principle of boardroom diversity, of which
gender and ethnicity are important aspects. The Company’s policy is
that the Board should be comprised of Directors who collectively
display the necessary balance of professional skills, experience, length
of service and industry knowledge and that appointments to the Board
should be made on merit, against objective criteria, including diversity in
its broadest sense.
The objective of the policy is to have a broad range of approaches,
backgrounds, skills, knowledge and experience represented on the
Board. The Board believes that this will make the Board more effective
at promoting the long-term sustainable success of the Company and
generating value for all shareholders by ensuring there is a breadth of
perspectives among the Directors and the challenge needed to
support good decision-making. To this end achieving a diversity of
perspectives and backgrounds on the Board is a key consideration in
any Director search process. The Board currently comprises Directors
of different nationalities, educational backgrounds and gender.
The gender balance for Board members of three men and two women
meets the FCA rules on gender diversity for listed investment
companies. No current members of the Board are from a non-white
ethnic minority, but the Board supports the representation of ethnic
42 AUGMENTUM FINTECH PLC
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 42
CORPORATE GOVERNANCE
43ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Corporate Governance Report continued
minorities on boards Ethnicity was given specific consideration during
the search process conducted during the year. However, the search
was for a new Chairman, and combined with the need for that person to
have specialist venture capital experience to correspond with the
Company's investment mandate, the list of suitable candidates identified
was quite short. The new Chairman was selected on merit. Ethnicity will
continue to be a factor in future Director candidate searches.
The Board has noted that the FCA’s Listing Rules require companies to
report against the following diversity targets:
(a) At least 40% of individuals on the board are women;
(b) At least one of the senior board positions is held by a woman; and
(c) At least one individual on the board is from a minority ethnic
background.
The following tables set out the information a listed company must
include in its annual financial report under the FCA's UK Listing Rule
UKLR 6.6.6(10). Theinformation below reflects the Board's position as at
the Company's year end. The Company is an investment company with
a non-executive Board and no executive employees. As such it does
not have the roles of CEO or CFO. Given the nature of the Company, the
Board considers the chairs of the Audit Committee and Valuations
Committee to be senior positions. These are not captured by the
prescribed listing rules disclosure, so an additional column has been
added to the right of the prescribed tables below to show the
Board-defined senior positions. Each Director volunteered how they
wished to be included in the tables.
(a) Table for reporting on gender identity or sex
Number
of senior
positions
on the Board-
Number Percentage board (CEO, defined
of board of the CFO, SID senior
members board and Chair) positions
Men 3 60 2 2
Women 2 40 – 1
Not specified/prefer not to say – – – –
(b) Table for reporting on ethnic background
Number
of senior
positions
on the Board-
Number Percentage board (CEO, defined
of board of the CFO, SID senior
members board and Chair) positions
White British or other White
(including minority-white
groups) 5 100 2 3
Mixed/Multiple Ethnic Groups – – – –
Asian/Asian British – – – –
Black/African/Caribbean/Black
British – – – –
Other ethnic group – – – –
Not specified/prefer not to say – – – –
Board Evaluation
During the year the performance of the Board, its committees and
individual Directors (including each Director’s independence) was
evaluated through a formal assessment process. This year the
evaluation was by means of a review by the new Chairman. Being new
to the Company his first impressions provided an independent
perspective of the Board and the Committees and how they operate.
His review included interviews with each of the other Directors and he
used the last Board evaluation questionnaire as an aide memoire when
formulating his views. His evaluation did not identify any material
deficiencies in the Board or its Committees.
The Chairman concluded that the structure and operation of the Board
is effective and relevant and that there is a good mix of skills,
experience, length of service and knowledge of the Company. The
Board will continue to monitor particular areas of relevance highlighted
in the evaluation process, including in particular the discount at which
the shares trade.
Conflicts of Interest
In line with the Companies Act 2006, the Board has the power to
sanction any potential conflicts of interest that may arise and impose
such limits or conditions as it thinks fit. A register of interests and
external appointments is maintained and is reviewed at every Board
meeting to ensure all details are kept up to date. Should a conflict arise,
the Board has the authority to request that the Director concerned
abstains from any relevant discussion or vote where a perceived
conflict may arise. Appropriate authorisation is sought prior to the
appointment of any new Director or if any new conflicts or potential
conflicts arise.
Exercise of Voting Powers
Stewardship and the exercise of voting powers is summarised on
page41.
Anti-Bribery and Corruption Policy
The Board has adopted a zero-tolerance approach to bribery and
corruption. Accordingly it expressly prohibits any Director or associated
persons when acting on behalf of the Company from accepting,
soliciting, paying, offering or promising to pay or authorise any payment,
public or private, in the United Kingdom or abroad to secure any
improper benefit.
The Board applies the same standards to its service providers in their
activities for the Company.
A copy of the Company’s Anti Bribery and Corruption Policy can be
found on its website at www.augmentum.vc.
The policy is reviewed
regularly by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal Finances Act 2017, the
Board adopted a zero-tolerance approach to the criminal facilitation of tax
evasion. A copy of the Company’s policy on preventing the facilitation of
tax evasion can be found on the Company’s website www.augmentum.vc.
The policy is reviewed regularly by the Audit Committee.
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 43
Corporate Governance Report continued
Independent Professional Advice
The Board has formalised arrangements under which the Directors, in
the furtherance of their duties, may seek independent professional
advice at the Company’s expense.
Company Secretary
The Directors have access to the advice and services of a Company
Secretary which is responsible to the Board for ensuring, through its
appointed representative, that the Board procedures are followed and
that the Company complies with applicable rules and regulations. The
Company Secretary is also responsible for ensuring good information
flows between all parties.
Relationship with the AIFM and with the Portfolio Manager
The Company manages its own operations through the Board and
AIFM, as set out on pages 24 and 25. The Portfolio Manager manages
the investment portfolio within the terms of its portfolio management
contract.
The Board scrutinises the performance of the AIFM and Portfolio
Manager at each meeting. The Management Engagement &
Remuneration Committee reviews the contractual relationships with the
AIFM and Portfolio Manager at least annually. Further information on the
AIFM and Portfolio Manager fees are contained within the Strategic
Report on page25.
Internal Controls and Risk Management
The Board has delegated the review of the effectiveness of the
Company’s risk management and system of internal controls to the Audit
Committee, as set out in the Audit Committee Report on pages 49 to 51.
The Board recognises its ultimate responsibility for the Company’s
system of internal controls and accordingly receives and considers
reports from the Audit Committee. The system of internal controls is
designed to manage rather than eliminate the risk of errors and
irregularities, so it can provide only reasonable assurance against
material misstatement or loss. The Board has undertaken a robust review
of the Company’s risk management and internal control framework,
which covers financial, operational, reporting and compliance controls.
As an externally managed investment company, the Board has
contractually delegated to external agencies the services the Company
requires to operate. The Board continuously monitors the performance of
all the principal service providers with a formal evaluation process also
being undertaken each year. The Audit Committee, on behalf of the
Board, reviews internal controls and compliance reports from its principal
service providers and satisfies itself as to the adequacy of the controls
and policies they have in place in so far as they relate to the Company.
The Board believes that the existing arrangements represent an
appropriate control framework and has concluded that the Company’s
risk management and internal control systems are adequate to meet
the needs of the Company.
The Directors’ statement of responsibilities in respect of this annual
report is on page52, a statement of going concern is on page24, and
the report of the independent auditor is on pages70 to 77.
A description of the principal risks facing the Company and an
explanation of how they are being managed is provided in the Strategic
Report on pages
20 to 23.
Annual General Meeting
The seventh AGM of the Company will be held on Wednesday,
17September 2025 at 11.00 a.m. at 25 Southampton Buildings, London
WC2A 1AL.
The Notice for the Annual General Meeting is published as a separate
document from this annual report and financial statements. Asummary
of the Annual General Meeting business is appended to that document,
in the form of explanatory notes to the resolutions.
These include specific reasons why (in the Board’s opinion) each
Director’s contribution is, and continues to be, important to the
Company’s long-term sustainable success.
In addition to the ordinary business of the meeting the following items of
special business will be proposed:
Authority to allot shares;
Authority to disapply pre-emption rights;
Authority to buy back shares;
Authority to hold General Meetings (other than the Annual General
Meeting) on at least 14 clear days’ notice.
The details of the resolutions to be proposed at the Annual General
Meeting are set out in the separate Notice of Meeting document, which
is being sent to Shareholders with this annual report and is also made
available on the Company’s website www.augmentum.vc
.
By order of the Board
Frostrow Capital LLP
Company Secretary
30 June 2025
44 AUGMENTUM FINTECH PLC
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 44
CORPORATE GOVERNANCE
45ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Directors’ Remuneration Report
Statement by the Chairman of the Management Engagement
&Remuneration Committee
On behalf of the Board, I am pleased to present my report as Chairman
of the Management Engagement & Remuneration Committee (the
“Committee”). This report covers the remuneration-related activities of
the Committee for the year ended 31 March 2025. It sets out the
remuneration policy and remuneration details for the non-executive
Directors.
Role of the Management Engagement & Remuneration Committee
All of the members of the Board are members of the Committee, all
being independent Directors of the Company.
The Committee operates under terms of reference, which are reviewed
annually and approved by the Board. The Committee’s core
responsibilities include:
l Determining the policy for the remuneration of the Chairman and
non-executive Directors of the Company;
l overseeing the remuneration of employees of Augmentum Fintech
Management Limited (“AFML”), including the total remuneration
packages (including bonuses, incentive payments or other awards)
for key management personnel of AFML; and
l Reviewing management engagement terms in place with the
Company’s AIFM and Portfolio Manager.
The Committee meets at least once per year and met on one occasion
during the year under review.
The activity of the Committee during the year focused predominantly
on the portfolio management externalisation project, but also included
review of the remuneration of the non-executive Directors.
The Companies Act 2006 requires the auditor to report to shareholders
on certain parts of the Directors’ Remuneration Report and to state
whether, in their opinion, those parts of the report have been properly
prepared in accordance with the Regulations. The parts of the annual
report on remuneration that are subject to audit are indicated in the report.
Consideration by Directors of Matters Relating to Directors’
Remuneration
Each of the Directors is appointed pursuant to a letter of appointment
with the Company.
The Committee assesses the workload and responsibilities of the
non-executive Directors and reviews, annually, the fees paid to them in
accordance with the Directors' Remuneration Policy.
The Directors’ fees are determined subject to the limit set out in the
Company’s Articles of Association.
The Directors are remunerated exclusively by fixed fees in cash and do
not receive bonus payments or pension contributions from the
Company, hold options to acquire shares in the Company, or other
benefits, nor do they participate in the AFML performance fee allocation.
The Company does not have share options or a share scheme.
Directors are entitled to be reimbursed for reasonable out of pocket
expenses incurred by them in order to perform their duties as Directors
of the Company. Under HMRC guidance, travel expenses and other out
of pocket expenses may be considered as taxable benefits for the
Directors. Where expenses reimbursed to the Directors are classed as
taxable under HMRC guidance they are shown in the taxable expenses
column of the Directors’ remuneration table grossed-up by the
associated tax liability, which is settled by the Company.
Annual Report on Remuneration
We are submitting this report in accordance with the requirements of
the Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013 (Regulations) and relevant
sections of the Listing Rules. It will be subject t
o an advisory vote at the
forthcoming Annual General Meeting in September 2025.
Over the year ended 31 March 2025 the Directors’ fees were as follows:
Chairman of the Board: £52,000 per annum; Directors: £32,000 per
annum; additional fee paid to Directors who chair one or more of the
Audit, Valuations and Management Engagement & Remuneration
Committees: £8,000per annum.
At the most recent review of Directors’ fees, held in March 2025, it was
resolved that with effect from 1 April 2025 the Directors' fees would be
the following: Chairman of the Board: £54,600 per annum; Directors:
£33,600 per annum; additional fee paid to Directors who chair one or
more of the Audit, Valuations and Management Engagement &
Remuneration Committees: £8,400 per annum.
The Committee was not provided with any external advice or services
during the financial year ended 31 March 2025 in respect of the fees
payable to the non-executive Directors.
The Committee is required to submit its remuneration policy to a
shareholder vote every three years. A resolution to approve the
remuneration policy was last put to shareholders at the 2022 AGM and
accordingly a resolution to approve the remuneration policy will be put
to shareholders at the 2025 AGM.
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 45
Directors’ Remuneration Report continued
Statement of shareholder voting
The Company is committed to ongoing shareholder dialogue and takes
an active interest in voting outcomes. Where there are substantial votes
against resolutions in relation to Directors’ remuneration, the reasons for
any such vote will be sought and any actions in response will be detailed
in future Directors’ Remuneration Reports. There have been no
substantial shareholder votes against the resolutions at Annual General
Meetings since listing.
At the Annual General Meeting held on 19 September 2024 an ordinary
resolution to approve the Directors’ Remuneration Report for the year
ended 31 March 2024 was put to shareholders and passed by poll. An
ordinary resolution to approve the Directors’ Remuneration Policy was
put to shareholders, and passed, at the Annual General Meeting held on
14 September 2022. The results of the respective polls were as follows:
Votes Total Votes Votes
Resolution Votes For % Against % Cast Withheld
Approval of the Directors’ Remuneration Report
for the year ended 31 March 2024 60,322,979 99.7 160,670 0.3 60,483,649 177,743
Approval of the Directors' Remuneration Policy in 2022 76,057,949 99.7 204,640 0.3 76,262,589 50,180
Single total figure of remuneration (Audited)
The following table shows the single figure of remuneration of the non-executive Directors’ remuneration for the year:
2025 2024
Fixed Taxable Fixed Taxable
Role fees expenses
1
Total fees expenses
Total
William Reeve
2
Chairman of the Board and 21,666 249 21,915 n/a n/a n/a
Nominations Committee
Neil England
3
Chairman of the Board and 24,467 248 24,715 50,000 374 50,374
Nominations Committee
Karen Brade Chair of the Audit Committee 40,000 726 40,726 38,000 – 38,000
David Haysey
4
Chairman of the Management 41,369 249 41,618 38,000 484 38,484
Engagement & Remuneration
Committee and Valuations Committee
Conny Dorrestijn Director 32,000 249 32,249 30,000 – 30,000
William Russell Director 32,000 248 32,248 30,000 – 30,000
Total 191,502 1,969 193,471 186,000 858 186,858
1
taxable expenses primarily comprise travel and associated expenses incurred by the Directors in attending Board and Committee meetings in London. These are reimbursed by
the Company and, under HMRC Rules, are subject to tax and National Insurance and therefore are treated as a benefit in kind within this table
.
2
William Reeve joined the Board on 1 November 2024.
3
Neil England retired from the Board on 19 September 2024.
4
David Haysey served as interim chairman from 19 September to 31 October 2024.
Changes in Directors’ Remuneration
The following table shows the percentage changes in the levels of fixed fees paid to the Directors from year to year for each financial y
ear since
2021:
Change Change Change Change Change
2025 to 2024 to 2023 to 2022 to 2021 to
2026 2025 2024 2023 2022
% % % % %
Chairman 5.0 4.0 11.1 – 28.6
Committee Chairs 5.0 5.3 8.6 – 16.7
Directors 5.0 6.7 11.1 – 16.7
46 AUGMENTUM FINTECH PLC
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 46
CORPORATE GOVERNANCE
47ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Directors’ Remuneration Report continued
Directors’ share interests (Audited)
The interests at 31 March 2025 of the Directors who served in the year
and who held an interest in the ordinary shares of the Company were as
follows:
Number of Number of
ordinary ordinary
shares shares
as at as at
31 March 31 March
2025 2024
William Reeve 124,000 n/a
Karen Brade 39,019 39,019
David Haysey 94,230 94,230
William Russell 270,000 240,000
These include shares held by connected persons, where applicable.
The Directors are not required to own shares in the Company.
There have been no changes to Directors’ share interests from 31March
2025 to the date of this report.
Total Shareholder Return
The graph below shows the total return for the period from 13March
2018 to 31March 2025 against the FTSE 250 ExInvestment Trust Index.
Augmentum Fintech Ord (Share Price Total Return)
FTSE 250 Ex Investment Trust (Total Return)
%
Mar
2018
Mar
2019
Mar
2020
0.0
20.0
40.0
60.0
80.0
100.0
120.0
140.0
160.0
180.0
Mar
2021
Mar
2022
Mar
2023
Mar
2025
Mar
2024
Relative importance of spend on pay
2025 2024
Spend £’000 £’000
Fees of non-executive Directors
192 186
Remuneration paid to or 2,923 2,793
receivable by all employees of
the Group in respect of the yea
r
Share buybacks 2,676 4,609
David Haysey
Chairman of the Management Engagement & Remuneration
Committee
30 June 2025
270829 Augmentum pp039-pp047.qxp 30/06/2025 19:29 Page 47
48 AUGMENTUM FINTECH PLC
Directors’ Remuneration Policy
The Company reports on the implementation of its remuneration policy each year in accordance with the Regulations and is required to submit its
remuneration policy to a binding shareholder vote every three years. An ordinary resolution for the approval of the current polic
y was passed by
members at the Annual General Meeting on 14September 2022 and the policy will be put to shareholders again at the AGM this year.
The Directors’ Remuneration Policy aims to ensure that Directors fees are set at a level that is commensurate with the duties, r
esponsibilities and
time commitment of each respective role and consistent with the need to a
ttract and retain directors of appropriate quality and experience.
Directors’ remuneration should also be comparable to that of other
investment trusts of a similar size and structure;
The views of shareholders on remuneration are extremely important to the Committee. As such, it is intended that an ongoing and open dialogue
with shareholders is maintained. It is the Committee’s policy to consult with major shareholders and investor representative bodies prior
to
proposing any material changes to either this policy or any related remuneration arrangements at an Annual General Meeting. On an ongoing basis,
any feedback received from shareholders is considered as part of the Committee’s annual review of remuneration.
Directors’ Remuneration Policy
The table below sets out the Company’s policy for Directors’ fees.
Fee element Purpose and link to strategy Operation Maximum
The above policy will also apply to new Directors.
Terms of appointment
No Director has a contract of employment or service with the Company. Directors’ terms and conditions of appointment are set out in letters of
appointment, which are available for inspection from the Company Secretary at the Company’s registered office during normal business hour
s and
at the Annual General Meeting. In line with the recommendations of the UK Corporate Governance Code, all Directors will stand for
annual
re-election by shareholders at the Annual General Meeting.
Payments for Loss of Office and Payments to Former Directors (Audited)
No payments have been made to any former directors. It is the Company’s policy not to pay compensation upon leaving office for whatever reason.
David Haysey
Chairman of the Management Engagement & Remuneration Committee
30 June 2025
The maximum aggregate fee
for Directors, including the
Chairman, is limited by the
Company’s articles of
association to £500,000 p.a.
Fee levels are set to reflect the time commitment,
responsibility of the role, and taking into account
fees paid by similarly sized companies in the market
The Chairman’s and Directors’ fees are determined
by the Management Engagement &Remuneration
Committee
Fees are reviewed annually to ensure that they
remain in line with market practice and are paid in
equal monthly instalments
To attract and retain high
calibre individuals to serve as
Directors
Chairman’s and Directors’
basic fees
See table on page 46 Directors (other than the Chairman) are paid an
additional fee if they chair one or more Board
Committees
To provide compensation
toDirectors taking on
additional Committee
responsibility
Additional fees
No maximum setThe Company reimburses reasonable travel and
subsistence costs together with any tax liabilities
arising from these amounts
To facilitate the execution of
the role
Benefits
270829 Augmentum pp048.qxp 30/06/2025 19:30 Page 48
CORPORATE GOVERNANCE
49ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Statement by the Chair of the Audit Committee
I am pleased to present my report as Chair of the Audit Committee. All of
the members of the Board are members of the Committee.
The role of the Committee is to assist the Board in protecting
shareholders’ interests through fair, balanced and understandable
reporting, ensuring effective internal controls and maintaining an
appropriate relationship with the Group’s auditor. The Committee’s role
and responsibilities are set out in its terms of reference, which comply
with the UK Corporate Governance Code. The terms of reference are
available on request from the Company Secretary and can be seen on
the Company’s website.
Responsibilities of the Committee
The Audit Committee’s responsibilities include:
l Monitoring and reviewing the integrity of the financial statements,
the internal financial controls and the independence, objectivity
and effectiveness of the externalauditor
l Providing advice to the Board on whether the annual financial
statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the Company’s position and performance,
business model and strategy
l Making recommendations to the Board in relation to the
appointment of the external auditor and approving their
remuneration and the terms of their engagement
l Advising the Board on the Company’s overall risk appetite,
tolerance and strategy
l Overseeing and advising the Board on the current risk exposures
of the Company and future risk strategy, including reviewing the
Company’s key risks and internal controls
l Developing and implementing the Company’s policy on the
provision of non-audit services by the external auditor
l Considering annually whether there is a need for the Company to
have its own internal audit function
l Reviewing the arrangements in place whereby employees may, in
confidence, raise concerns about possible improprieties in matters
of financial reporting or other matters insofar as they may affect the
Company.
Meetings and Business
I report to the Board after each Audit Committee meeting on the main
matters discussed at the meeting.
The Audit Committee met four times during the year under review and
again in the subsequent period to the date of this report. The main
matters discussed at those meetings were:
l Review and approval of the annual plan of the external auditor
l Discussion and approval of external audit fees
l Review of the Audit Committee terms of reference and the
accounting policies
l Review of the Company’s key risks and internal controls
l Review of the Annual and Interim Reports, including consideration
of the significant accounting issues relating to the financial
statements
l Meeting with the external auditor without management present
l Assessment of the need for an internal audit function
l Review of whistleblowing arrangements
l Consideration of the Valuations Committee’s assessment and
recommendation concerning the adequacy of the methodologies
applied in and results of the Group’s valuation process, and its
discussions with the AIFM, Portfolio Manager and the external
auditor.
Risk Management
The Board has overall responsibility for risk management and for the
review of the internal controls of the Company, undertaken in the
context of its investment objective.
A summary of the principal risks facing the Company is provided in the
Strategic Report.
The review covers the key business, operational, compliance and
financial risks facing the Company, including emerging risks. Inarriving
at its judgement of what risks the Company faces, the Board has
considered the Company’s operations in light of the following factors:
l The nature and extent of risks which it regards as acceptable for
the Company to bear within its overall investment objective;
l The threat of such risks becoming a reality; and
l The Company’s ability to reduce the incidence and impact of risk
on its performance.
Against this background, a risk matrix has been developed which
covers the key risks the Company faces, the likelihood of their
occurrence and their potential impact, how these risks are monitored
and mitigating controls in place.
Report of the Audit Committee
270829 Augmentum pp049-pp052.qxp 30/06/2025 19:30 Page 49
50 AUGMENTUM FINTECH PLC
The Board has delegated to the Audit Committee responsibility for the
review and maintenance of the risk matrix and it reviews, in detail, the
risk matrix at least half-yearly, bearing in mind any changes to the
Company, its environment or service providers since the last review.
Any significant changes to the risk matrix are discussed with the whole
Board. There were no changes to the Company’s risk management
processes during the year and no significant failings or weaknesses
were identified from the Committee’s most recent risk review.
Internal Controls
The Company has no executive personnel, so it is reliant on the internal
controls operated by its service providers. Appropriate contracts are in
place and the Committee reviews internal controls and compliance
reports from the Company's principal service providers on at least an
annual basis.
Material controls include oversight by an independent Board, delegation
and segregation of duties, appropriate due diligence undertaken with
respect to service providers, review of annual and interim reports and
other published information, the Board satisfies itself there is appropriate
due diligence in respect of, and approval o
f, investment transactions,
there is compliance with the Company’s policies and with law and
regulations, and there are adequate controls over the Company’s cash,
information technology and business continuity.
The Committee is satisfied that appropriate systems have been in place
for the year under review and up to the date of approval of this report.
Themost significant controls in relation to the annual and interim
financial statements are those around valuations. A consistent, rigorous
and disciplined approach is taken. As expanded upon below, the
valuations are reviewed in detail by the Valuations Committee and the
AIFM. The external auditor also attends all Valuations Committee
meetings and offers challenge as appropriate. The Committee is
satisfied that this process is effective in arriving at appropriate fair
values for the investments in the portfolio.
Significant Reporting Matters
The most significant risk in the Company’s financial statements is
whether its investments are fairly and consistently valued and this is
considered carefully when the Audit Committee reviews the Company’s
Annual and Interim Reports. We also ask the external auditor to pay
particular attention to this area. We have considered the work of the
Valuations Committee and the results of their discussions with the
AIFM, Portfolio Manager and the external auditor. We consider the work
to be detailed, comprehensive and that the persons preparing the
reports have sufficient and appropriate expertise through their
experience and qualifications. Furthermore, we believe that the process
is planned and managed so as to devote adequate time and resource
to preparation and review by the AIFM, Portfolio Manager and the
Valuations Committee. This is the most significant area of judgement in
the compilation of the financial statements and we specifically note the
challenge provided by the members of the Valuations Committee in this
process.
Financial Statements
The Board has asked the Committee to confirm that in its opinion the
Board can make the required statement that the annual report taken as
a whole is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position, performance, business model and strategy. The Committee
has given this confirmation on the basis of its review of the whole
document, underpinned by involvement in the planning for its
preparation and review of the processes to assure the accuracy of
factual content.
The Committee is satisfied that it is appropriate for the Board to prepare
the financial statements on the going concern basis.
The Committee considered the longer-term viability of the Company in
connection with the Board’s statement in the Strategic Report on
page24. The Committee reviewed the Company’s financial position,
expected future cash flows and position, together with the principal risks
and uncertainties. This included performing stress tests which
considered the impact of a fall in valuation and liquidity constraints.
The results demonstrated the impact on the Company’s NAV, its
expenses and its ability to meet its liabilities. The Committee concluded
it was reasonable for the Board to expect that the Company will be able
to continue in operation and meet its liabilities as they fall due over the
next five financial years.
External Auditor
The Committee met with BDO in March 2025 to review the audit plan
and in June to review the outcome of the year end audit, during part of
which the Committee also met separately with BDO without Frostrow or
the Portfolio Manager being present. I also engaged with BDO on their
progress ahead of the June Audit Committee meeting. In addition, BDO
attended all Valuations Committee meetings.
In order to fulfil the Committee’s responsibility regarding the
independence of the Auditor, the Committee reviewed:
l The senior audit personnel in the audit plan, in order to ensure that
there were sufficient, suitably experienced staff with knowledge of
the investment trust sector working on the audit;
l The steps the Auditor takes to ensure its independence and
objectivity;
l The statement by the Auditor that they remain independent within
the meaning of the relevant regulations and their professional
standards; and
l The extent of non-audit services provided by the Auditor.
Report of the Audit Committee continued
270829 Augmentum pp049-pp052.qxp 30/06/2025 19:30 Page 50
CORPORATE GOVERNANCE
51ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Following the finalisation of the 2024 annual report the Committee
conducted a formal review of the quality and effectiveness of the audit.
During this exercise we reviewed:
l The Auditor’s execution and fulfilment of the agreed audit plan,
including their ability to communicate with and challenge
management and to resolve any issues promptly and satisfactorily,
and the audit partner’s leadership of the audit team;
l Communications between the Auditor, the Directors and the AIFM
on the consideration of certain disclosure matters in the annual
report;
l The quality of the Auditor’s report to the Committee
l Feedback from Frostrow as the AIFM on the conduct of the audit
and their working relationship; and
l We particularly noted, in relation to the significant reporting matter
last year, which was the same as that above for the current year,
that the Auditor attended each of the Valuations Committee
meetings in the year and diligently challenged valuation
methodologies and conclusions when they thought it appropriate.
The Committee is satisfied with the overall quality of the audit, the
Auditor’s independence and the effectiveness of the audit process,
together with the degree of diligence and professional scepticism
brought to bear and notes that, pending a formal review, the current
year’s audit has proceeded in a consistent manner.
As a public company listed on the London Stock Exchange, the
Company is subject to mandatory auditor rotation requirements. Based
on these requirements, another tender process will be required in 2029.
The Committee will, however, continue to consider annually the need to
go to tender for audit quality, remuneration or independence reasons.
The audit of the financial statements for the year ended 31 March 2025
is BDO LLP’s sixth audit of the Company since they were appointed and
the first led by Daniel Quiligotti as audit partner.
Non-Audit Services
The Committee has approved a policy on non-audit services, which
requires that non-audit fees must not exceed 70% of the average of the
fees paid in the last three consecutive years for the statutory audit. BDO
was not engaged for any non-audit services during the year, other than
those disclosed in note 2 on page 59.
Internal Audit Function
The Group does not have an internal audit function. Through Frostrow,
the AIFM, most of the Company’s operations are delegated to third
parties and the portfolio management subsidiary, AFML, employs only a
small staff. AFML and certain other key service providers are subject to
external regulation and have compliance functions in place. The Audit
Committee receives an annual assurance report on the AIFM’s internal
controls, which includes a report from the AIFM’s auditor on the control
policies and procedures in operation. AFML provides half yearly
compliance reports to the Audit Committee confirming, amongst other
things, that compliance monitoring is carried out in the manner and with
the frequency specified in its compliance monitoring programme. The
appointment of separate service providers ensures a clear separation
of duties and a structure of internal contr
ols that is balanced and robust.
For these reasons, supported by the review of the effectiveness of
internal controls referred to above,
the Audit Committee considers that
an internal audit function specific to the Company is unnecessary. The
Board and the AIFM will continue to monitor the system of internal
controls in order to provide assurance that it operates as intended and
the Directors will review at least annually whether a function equivalent
to an internal audit is needed.
Evaluation
The Committee’s evaluation of its own performance was covered as
part of the process of the Board’s annual evaluation of its operations
and performance and those of its Committees, asdescribed in the
Corporate Governance Statement.
It was concluded that the Committee was performing satisfactorily.
Karen Brade
Chair of the Audit Committee
30 June 2025
Report of the Audit Committee continued
270829 Augmentum pp049-pp052.qxp 30/06/2025 19:30 Page 51
52 AUGMENTUM FINTECH PLC
The directors are responsible for preparing the annual report and
financial statements in accordance with United Kingdom applicable law
and regulations.
Company law requires the directors to prepare financial statements for
each financial year. Under that law the directors have prepared the
Group and Company financial statements in accordance with
UK-adopted international accounting standar
ds. 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 Company and of the return or loss for the Group and
Company for that period.
In preparing these group financial statements, the directors are
required to:
l Select suitable accounting policies and then apply them
consistently;
l Make judgements and accounting estimates that are reasonable
and prudent;
l State whether they have been prepared in accordance with
UK-adopted international accounting standar
ds, subject to any
material departures disclosed and explained in the financial
statements;
l Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
l Prepare a directors’ report, a strategic report and directors’
remuneration report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable them
to ensure that the financial statements comply with the Companies Act
2006.
They are also responsible for safeguarding the assets of the Group and
the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Responsibility Statement
The Directors consider that this annual report and financial statements,
taken as a whole, is fair, balanced, and understandable and provides the
information necessary for shareholders to assess the Group and
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed under the
‘Board of Directors’ on page 33 confirm that, to the best of their
knowledge:
l The financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and return of the Group and Company;
l The annual report includes a fair review of the development and
performance of the business and the financial position of the
Group and Company, together with a description of the principal
risks and uncertainties that they face.
William Reeve
Chairman
30 June 2025
Note to those who access this document by electronic means:
The annual report for the year ended 31 March 2025 has been
approved by the Board of Augmentum Fintech plc.
Copies of the annual report and the half year report are circulated to
shareholders and, where possible, to investors through other providers’
products and nominee companies (or written notification is sent when
they are published online). It is also made available in electronic format
for the convenience of readers. Printed copies are available from the
Company’s registered office in London.
The Directors are responsible for the maintenance and integrity of the
company’s website: www.augmentum.vc
. Legislation in the United
Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Statement of Directors’ Responsibilities in respect of
the Annual Report, the Directors’ Remuneration
Report and the Financial Statements
270829 Augmentum pp049-pp052.qxp 30/06/2025 19:30 Page 52
FINANCIAL STATEMENTS
53ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Year ended 31 March 2025 | Year ended 31 March 2024 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
Notes | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
(Losses)/gains on Investments | 8 | ( | ( | ||||
Interest Income | |||||||
Expenses | 2 | ( | ( | ( | ( | ( | ( |
(Loss)/Return before Taxation | ( | ( | ( | ( | |||
Taxation | 6 | ||||||
(Loss)/Return for the year | ( | ( | ( | ( | |||
(Loss)/Return per Share (pence) | 7 | ( | ( | ( | ( |
The total column of this statement represents the Group’s Consolidated Income Statement, prepared in accordance with IFRS as adopted by the UK.
The revenue and capital columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies.
The Group does not have any other comprehensive income and hence the total return, as disclosed above,
is the same as the Group’s total comprehensive income.
All items in the above statement derive from continuing operations.
All returns are attributable to the equity holders of Augmentum Fintech plc, the parent company.
The notes on pages 59 to 69 are integral to and form part of these Financial Statements.
Consolidated Income Statement
270829 Augmentum pp053-pp058.qxp 30/06/2025 19:31 Page 53
54 AUGMENTUM FINTECH PLC
| Year ended 31 March 2025 | ||||||
Ordinary | Share | Other | ||||
share | premium | Special | capital | Revenue | ||
capital | account | reserve | reserve | reserve | Total | |
Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Opening Shareholders’ funds | ( | |||||
Purchase of own shares into treasury | ( | ( | ||||
Loss for the year | ( | ( | ( | |||
At | ( | |||||
| Year ended 31 March 2024 | ||||||
Ordinary | Share | Other | ||||
share | premium | Special | capital | Revenue | ||
capital | account | reserve | reserve | reserve | Total | |
Group | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Opening Shareholders’ funds | ( | |||||
Purchase of own shares into treasury | ( | ( | ||||
Return/(loss) for the year | ( | |||||
At 31 March 2024 | ( | |||||
Year ended 31 March 2025
Ordinary Share Other
share premium Special capital Revenue
capital account reserve reserve reserve Total
Company £’000 £’000 £’000 £’000 £’000 £’000
Opening Shareholders’ funds 1,810 105,383 80,609 116,311 (21,381) 282,732
Purchase of own shares into treasury – – (2,676) – – (2,676)
Loss for the year – – – (7, 51 1) (3,988) (11,499 )
At 31 March 2025 1,810 105,383 77,933 108,800 (25,369) 268,557
Year ended 31 March 2024
Ordinary Share Other
share premium Special capital Revenue
capital account reserve reserve reserve Total
Company £’000 £’000 £’000 £’000 £’000 £’000
Opening Shareholders’ funds 1,810 105,383 85,218 100,919 (17,576) 275,754
Purchase of own shares into treasury – – (4,609) – – (4,609)
Return/(loss) for the year – – – 15,392 (3,805) 11,587
At 31 March 2024 1,810 105,383 80,609 116,311 (21,381) 282,732
The notes on pages 59 to 69 are integral to and form part of these Financial Statements.
Consolidated and Company Statements of
Changes in Equity
270829 Augmentum pp053-pp058.qxp 30/06/2025 19:31 Page 54
FINANCIAL STATEMENTS
55ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
2025 | 2024 | ||
Note | £’000 | £’000 | |
| Non-Current Assets | |||
Investments held at fair value | 8 | ||
Property, plant & equipment | |||
| Current Assets | |||
Right-of-use asset | 5 | ||
Other receivables | 10 | ||
Cash and cash equivalents | |||
Total Assets | |||
| Current Liabilities | |||
Other payables | 11 | ( | ( |
Lease liability | 5 | ( | ( |
Total Assets less Current Liabilities | |||
Net Assets | |||
| Capital and Reserves | |||
Called up share capital | 14 | ||
Share premium | |||
Special reserve | |||
| Retained earnings: | |||
Capital reserves | |||
Revenue reserve | ( | ( | |
Total Equity | |||
Net Asset Value per share (pence) | 15 | ||
Net Asset Value per share after performance fee (pence)* | 15 |
The notes on pages 59 to 69 are integral to and form part of these Financial Statements.
Augmentum Fintech plc
Company Registration Number: 11118262
as at 31 March 2025
* Considered to be Alternative Performance Measure. Please see the Glossary and Alternative Performance Measures on page 79.
Consolidated Balance Sheet
270829 Augmentum pp053-pp058.qxp 30/06/2025 19:31 Page 55
56 AUGMENTUM FINTECH PLC
2025 2024
Note £’000 £’000
Non-Current Assets
Investments held at fair value 8 255,997 265,083
Investment in subsidiary undertakings 9 750 750
Current Assets
Other receivables 10 263 196
Cash and cash equivalents 29,929 36,052
Total Assets 286,939 302,081
Current Liabilities
Other payables 11 (3,138) (369)
Provisions 12 (15,244) (18,980)
Total Assets less Current Liabilities 268,557 282,732
Net Assets 268,557 282,732
Capital and Reserves
Called up share capital 14 1,810 1,810
Share premium 105,383 105,383
Special reserve 77,933 80,609
Retained earnings:
Capital reserves 108,800 116,311
Revenue reserve (25,369) (21,381)
Total Equity 268,557 282,732
The Company’s loss for the year was £(11,499,000) (2024: return of £11,587,000). The Directors have taken advantage of the exemption under s408
of the Companies Act and not presented an income statement or a statement of comprehensive income for the Company alone.
The Financial Statements on pages 53 to 69 were approved by the Board of Directors on 30 June 2025 and signed on its behalf by:
William Reeve
Chairman
The notes on pages 59 to 69
are integral to and form part of these Financial Statements.
Augmentum Fintech plc
Company Registration Number: 11118262
as at 31 March 2025
Company Balance Sheet
270829 Augmentum pp053-pp058.qxp 30/06/2025 19:31 Page 56
FINANCIAL STATEMENTS
57ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Year | Year | |
ended | ended | |
31 March | 31 March | |
2025 | 2024 | |
£’000 | £’000 | |
| Operating activities | ||
Sales of investments | ||
Purchases of investments | ( | ( |
Acquisition of property, plant and equipment | ( | ( |
Interest income received | ||
Expenses paid | ( | ( |
Lease payments | ( | ( |
Net cash (outflow)/inflow from operating activities | ( | |
Purchase of own shares into treasury | ( | ( |
Net cash used in financing activities | ( | ( |
Net decrease in cash and cash equivalents | ( | ( |
Cash and cash equivalents at start of year | ||
Cash and cash equivalents at end of year |
The notes on pages 59 to 69 are integral to and form part of these Financial Statements.
Consolidated Cash Flow Statement
270829 Augmentum pp053-pp058.qxp 30/06/2025 19:31 Page 57
58 AUGMENTUM FINTECH PLC
Year Year
ended ended
31 March 31 March
2025 2024
£’000 £’000
Operating activities
Sales of investments 16,882 22,790
Purchases of investments (15,945) (16,226)
Interest income received 1,580 1,563
Expenses paid (5,848) (5,394)
Net cash (outflow)/inflow from operating activities (3,331) 2,733
Purchase of own shares into treasury (2,793) (5,151)
Net cash used in financing activities (2,793) (5,151)
Net decrease in cash and cash equivalents (6,124) (2,418)
Cash and cash equivalents at start of year 36,052 38,470
Cash and cash equivalents at end of year 29,928 36,052
The notes on pages 59 to 69 are integral to and form part of these Financial Statements.
Company Cash Flow Statement
270829 Augmentum pp053-pp058.qxp 30/06/2025 19:31 Page 58
FINANCIAL STATEMENTS
59ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
1 Segmental Analysis
The Group operates a single business segment for reporting purposes and is managed as a single investment company. Reporting is provided to
the Board of Directors on an aggregated basis. The investments are located in the UK, continental Europe, Israel and the US.
2025 | 2024 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
AIFM fees | 593 | – | 593 | 582 | – | 582 |
Administrative expenses | 1,664 | 165 | 1,829 | 1,706 | 49 | 1,755 |
Directors’ fees* | 192 | – | 192 | 186 | – | 186 |
Performance fee (see note 4)^ | – | – | – | – | – | – |
Staff costs (see note 4) | 2,923 | – | 2,923 | 2,793 | – | 2,793 |
Auditor’s remuneration | 181 | – | 181 | 165 | – | 165 |
Total expenses | 5,553 | 165 | 5,718 | 5,432 | 49 | 5,481 |
2025 | 2024 | |||
Group | Company | Group | Company | |
£’000 | £’000 | £’000 | £’000 | |
Audit of Group accounts pursuant to legislation | 117 | 117 | 110 | 110 |
Audit of subsidiaries accounts pursuant to legislation | 25 | – | 19 | – |
Audit related assurance services | 28 | 28 | 26 | 26 |
Non-audit related assurance services | 11 | – | 10 | – |
Total auditors’ remuneration | 181 | 145 | 165 | 136 |
3 Key Management Personnel Remuneration
The Directors of the Company are considered to be the Key Management Personnel along with the directors of the Company’s subsidiary.
2025 | 2024 | |||||
Other | Other | |||||
Salary/Fees | benefits | Total | Salary/Fees | benefits | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Directors of the Company's Subsidiary | 1,111 | 102 | 1,213 | 1,158 | 125 | 1,283 |
Non-executive Directors | 192 | – | 192 | 186 | – | 186 |
1,303 | 102 | 1,405 | 1,344 | 125 | 1,469 |
Other benefits include pension and social security contributions relating to the directors of the Company’s subsidiary.
Notes to the Financial Statements
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 59
60 AUGMENTUM FINTECH PLC
2025 | 2024 | |
£’000 | £’000 | |
Wages and salaries | 2,401 | 2,264 |
Social security costs | 328 | 318 |
Other pension costs | 116 | 119 |
Other staff benefits | 78 | 92 |
Staff costs | 2,923 | 2,793 |
Performance fee (charged to capital)* | – | – |
Total | 2,923 | 2,793 |
2025 | 2024 | |
Group | Group | |
Office Premises | Office Premises | |
£’000 | £’000 | |
As at 1 April | 438 | 588 |
Depreciation | (150) | (150) |
At 31 March | 288 | 438 |
2025 | 2024 | |
Group | Group | |
Office Premises | Office Premises | |
£’000 | £’000 | |
As at 1 April | 474 | 678 |
Rent free period amendment | 19 | (21) |
Interest Expense | 25 | 38 |
Lease Payments | (181) | (221) |
At 31 March | 337 | 474 |
| Group | Between | Between | ||
At 31 March 2025 | Up to 3 months | 3 – 12 months | 1 – 2 years | 2 – 5 years |
£’000 | £’000 | £’000 | £’000 | |
Lease payments | – | 181 | 181 | – |
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 60
FINANCIAL STATEMENTS
61ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
6 Taxation Expense
2025 | 2024 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
For the year ended 31 March | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Current tax: | ||||||
UK corporate tax on (Loss)/Return for the year | – | – | – | – | – | – |
The difference between the income tax expense shown above and the amount calculated by applying the effective rate of UK corporation tax of
25% (2024: 25%) to the (loss)/return before tax is as follows:
2025 | 2024 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
For the year ended 31 March | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
(Loss)/return before taxation | (3,978) | (11,247) | (15,225) | (3,751) | 17,553 | 13,802 |
(Loss)/return before tax multiplied by the effective rate of UK corporation tax of 25% (2024: 25%) | (995) | (2,811) | (3,806) | (938) | 4,388 | 3,450 |
| Effects of: | ||||||
Non-taxable capital returns | – | 2,770 | 2,770 | – | (4,400) | (4,400) |
Unutilised management expenses | 995 | 41 | 1,036 | 938 | 12 | 950 |
Total tax expense | – | – | – | – | – | – |
No provision for deferred taxation has been made in the current year. The Group has not provided for deferred tax on capital profits arising on the
revaluation of investments, as it is exempt from tax on these it
ems because of its status as an investment trust company.
The Company has not recognised a deferred tax asset on the excess management expenses of £39,085,000 (2024: £34,932,000). It is not
anticipated that these excess expenses will be utilised in the foreseeable future.
7 (Loss)/Return per Share
The (loss)/return per share figures are based on the following figures:
2025 | 2024 | |
£’000 | £’000 | |
Net revenue loss | (3,978) | (3,751) |
Net capital (loss)/return | (11,247) | 17,553 |
Net total (loss)/return | (15,225) | 13,802 |
Weighted average number of ordinary shares in issue | 168,371,133 | 170,877,294 |
Pence | Pence | |
Revenue loss per share | (2.4) | (2.2) |
Capital (loss)/return per share | (6.7) | 10.3 |
Total (loss)/return per share | (9.1) | 8.1 |
2025 | 2024 | |
Group and | Group and | |
Company | Company | |
As at 31 March | £’000 | £’000 |
Unlisted at fair value | 255,997 | 265,083 |
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 61
62 AUGMENTUM FINTECH PLC
8 Investments Held at Fair Value (continued)
2025 | 2024 | |
Group and | Group and | |
Company | Company | |
£’000 | £’000 | |
As at 1 April | 265,083 | 254,295 |
Purchases at cost | 18,878 | 15,976 |
Realisation proceeds | (16,882) | (22,790) |
(Losses)/gains on investments | (11,082) | 17,602 |
As at 31 March | 255,997 | 265,083 |
9 Subsidiary undertakings
The Company has an investment of £750,000 (2024: £750,000) in the issued ordinary share capital of its wholly owned subsidiary undertaking,
Augmentum Fintech Management Limited (“AFML”), which is registered in England and Wales, operates in the United Kingdom and is r
egulated by
the Financial Conduct Authority. AFML’s principal activity is the provision of portfolio management services to the Company. AFML
’s registered office
is 4 Chiswell Street, London EC1Y 4UP.
2025 | 2025 | 2024 | 2024 | |
Group | Company | Group | Company | |
As at 31 March | £’000 | £’000 | £’000 | £’000 |
Other receivables | 218 | 263 | 245 | 196 |
2025 | 2025 | 2024 | 2024 | |
Group | Company | Group | Company | |
As at 31 March | £’000 | £’000 | £’000 | £’000 |
Other payables | 229 | 206 | 699 | 369 |
Amounts due to investments | 2,932 | 2,932 | – | – |
2025 | 2024 | |
Company | Company | |
As at 31 March | £’000 | £’000 |
Performance fee provision* | 15,244 | 18,980 |
13 Financial Instruments
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 62
FINANCIAL STATEMENTS
63ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
13 Financial Instruments (continued)
Group | Company | Group | Company | |
Fair value | Fair value | Fair value | Fair value | |
2025 | 2025 | 2024 | 2024 | |
As at 31 March | £’000 | £’000 | £’000 | £’000 |
| Financial Assets | ||||
Unlisted equity shares | 245,563 | 245,563 | 259,015 | 259,015 |
Unlisted convertible loan notes | 8,756 | 8,756 | 6,068 | 6,068 |
Deferred consideration | 948 | 948 | – | – |
Cash at bank | 1,559 | 329 | 2,460 | 1,052 |
Cash Equivalents – Liquidity Funds | 30,697 | 29,600 | 36,045 | 35,000 |
Other assets | 506 | 263 | 683 | 196 |
| Financial Liabilities | ||||
Other payables and lease liabilities | (3,498) | (3,138) | (1,173) | (369) |
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 63
64 AUGMENTUM FINTECH PLC
13 Financial Instruments (continued)
| As at 31 March 2025 | Weighted | ||||||
Fair value of | Key | Other | Applied | average | Sensitivity | Change in | |
investments | unobservable | Unobservable | Multiple | multiple | +/- | Valuation | |
Valuation approach | £’000 | inputs | inputs | Range | applied# | % | +/- £’000 |
Market approach using | Revenue Multiple‡ | a, b, c, g | 0.8x - 18.4x | 6.2x | 10% | 21,398/(21,812) | |
comparable traded multiples | Earnings Multiple | a, b, c, g | 5.6x - 15.8x | 9.8x | 10% | 3,659/(3,659) | |
AUM Multiple | a, b, c, g | – | – | – | – | ||
222,019 | Illiquidity discount | d,g | 7% - 80% | 21.1% | 30% | 26,080/(22,988) | |
Transaction implied | e, g | 20% - 180% | 62.4% | 30% | 7,209/(8,393) | ||
| premiums and | |||||||
| discounts | |||||||
Net Asset Value** | 6,509 | Discount to NAV | a | n/a | n/a | 10% | (650) |
PWERM* | 8,756 | Probability of | a | n/a | n/a | 25% | 319/(399) |
| conversion | |||||||
Expected transaction price | – | Execution | a, f | n/a | n/a | n/a | n/a |
| risk discount | |||||||
CPORT^ | 16,351 | Transaction Price | a,e,g | n/a | n/a | 10% | 1,710/(1,710) |
Sales Price | 2,361 | n/a | n/a | n/a | n/a | n/a | n/a |
| As at 31 March 2024 | Weighted | ||||||
Fair value of | Key | Other | Applied | average | Sensitivity | Change in | |
investments | unobservable | Unobservable | Multiple | multiple | +/- | Valuation | |
Valuation approach | £’000 | inputs | inputs | Range | applied# | % | +/- £’000 |
Market approach using | Revenue Multiple ‡ | a, b, c, g | 2.3x – 28.0x | 6.0x | 10% | 17,564/(17,554) | |
comparable traded multiples | Earnings Multiple | a, b, c, g | 6.3x-18.6x | 11.0x | 10% | 3,146/(2,423) | |
AUM Multiple | a, b, c, g | 0.1x | 0.1x | 10% | 264/- | ||
217,054 | Illiquidity discount | d,g | 0% - 50% | 32.3% | 30% | 12,558/(10,920) | |
Transaction implied | e, g | 0% - 630% | 109.3% | 30% | 17,063/(18,023) | ||
| premiums and | |||||||
| discounts | |||||||
Net Asset Value** | 8,264 | Discount to NAV | a | n/a | n/a | 10% | (826) |
PWERM* | 6,068 | Probability of | a | n/a | n/a | 25% | 248/(248) |
| conversion | |||||||
Expected transaction price | 7,135 | Execution | a, f | n/a | n/a | 10% | 713/(713) |
| risk discount | |||||||
CPORT^ | 16,414 | Transaction Price | a,e,g | n/a | n/a | 10% | 1,641/(1,641) |
Sales Price | 10,148 | n/a | n/a | n/a | n/a | n/a | n/a |
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 64
FINANCIAL STATEMENTS
65ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
13 Financial Instruments (continued)
2025 | 2024 | |||
Ordinary Shares | Ordinary Shares | |||
No. | £’000 | No. | £’000 | |
Opening issued and fully paid ordinary shares of 1p each | 169,831,285 | 1,810 | 174,518,852 | 1,810 |
Ordinary shares purchased into treasury | (2,550,383) | – | (4,687,567) | – |
Closing issued and fully paid ordinary shares of 1p each | 167,280,902 | 1,810 | 169,831,285 | 1,810 |
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 65
66 AUGMENTUM FINTECH PLC
15 Net Asset Value per Share
The net asset value per share is based on the Group net assets attributable to the equity shareholders of £285,416,000 (2024: £303,317,000) and
167,280,902 (2024: 169,831,285) shares in issue at the year end excluding shares held in treasury.
The net asset value per share after performance fee* is based on the Group net assets attributable to the equity shareholders of £285,416,000 less
the performance fee provision made by the Company of £15,244,000 (2024: £18,980,000), and 167,280,902 (2024: 169,831,285) shares in issue at
the year end (excluding shares held in treasury.)
* Alternative Performance Measure
17 Capital Risk Management
Group | Group | |
2025 | 2024 | |
£’000 | £’000 | |
| Equity | ||
Equity share capital | 1,810 | 1,810 |
Retained earnings and other reserves | 283,606 | 301,507 |
Total capital and reserves | 285,416 | 303,317 |
The Group’s objective in the management of capital risk is to safeguard its liquidity in order to provide returns for shareholders and to maintain an
optimal capital structure. In doing so the Group may adjust the amount o
f dividends paid to shareholders or issue new shares or debt.
The Group manages the levels of cash deposits held whilst maintaining sufficient liquidity
for investments and operating expenses.
There are no externally imposed restrictions on the Company’s capital.
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 66
FINANCIAL STATEMENTS
67ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 67
68 AUGMENTUM FINTECH PLC
18 Basis of Accounting and Material Accounting Policies (continued)
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 68
FINANCIAL STATEMENTS
69ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
18 Basis of Accounting and Material Accounting Policies (continued)
19 Post Balance Sheet Events
No post balance sheet events have occurred since 31 March 2025.
270829 Augmentum pp059-pp069.qxp 30/06/2025 19:32 Page 69
70 AUGMENTUM FINTECH PLC
Independent Auditor’s Report to the Members of
Augmentum Fintech plc
Opinion on the financial statements
In our opinion:
l 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 2025 and of the
Group’s loss for the year then ended;
l the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
l the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
l the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Augmentum Fintech plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the y
ear ended
31March 2025 which comprise the Consolidated Income Statement, the Consolidated and Company Statement of Changes in Equity, the
Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Cash Flow Statement, the Company Cash Flow Statement and no
tes
to the financial statements, including a summary of material accounting policy information. The financial reporting framework that has been applied
in their preparation is applicable law and UK adopted international accounting standar
ds and as regards the Parent Company financial statements,
as applied in accordance with the provisions 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 believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent
with the additional
report to the Audit Committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Directors in February 2020 to audit the financial sta
tements for
the year ended 31 March 2020 and subsequent financial periods. The period of total uninterrupted engagement including retenders and
reappointments is 6 years, covering the years ended 31 March 2020 to 31 March 2025. We remain independent of the Group and the Pa
rent
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 public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these r
equirements.
The non-audit services prohibited by that standard were not provided to the Group or the Parent Company.
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 and the Parent Company’s ability to continue t
o adopt
the going concern basis of accounting included:
l agreeing the inputs and assumptions (i.e. forecasted income, expenditure and Investment Portfolio Value) within the board’s assessment of the
going concern status of the Group and Parent Company to supporting documentation and our own understanding of the Group; and
l assessing the appropriateness of assumptions made by the Directors in their stress tests and considering the likelihood of the extreme
downside scenarios occurring and the resulting effects on the liquidity 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 and the Parent Company’s ability to continue as a going concern for a period o
f at least twelve
months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material t
o add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropria
te to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections o
f this report.
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 70
FINANCIAL STATEMENTS
71ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Independent Auditor’s Report to the Members of
Augmentum Fintech plc continued
Overview
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and
assessing the risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
The Group audit team performed a full scope audit of the Group, Parent Company and sole subsidiary using materiality levels set out in the
materiality section of our report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial sta
tements of the
current period and include the most significant assessed risks of material misstat
ement (whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the e
fforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion ther
eon, and we
do not provide a separate opinion on these matters.
Coverage 100% (2024: 100%) of Group profit before tax
100% (2024: 100%) of Group revenue
100% (2024: 100%) of Group total assets
Key audit matter 2025 2024
Valuation of unquoted Investments
(Group and Parent Company) Yes Ye s
Materiality Group financial statements as a whole
£5.70m (2024: £6.04m) based on 2% of net assets (2024: 2% of
netassets)
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 71
72 AUGMENTUM FINTECH PLC
Independent Auditor’s Report to the Members of
Augmentum Fintech plc continued
Key audit matter How the scope of our audit addressed the key audit matter
Our testing of unquoted investments was 100% of the portfolio.
For all investments we tested:
• we assessed whether the assumptions and underlying evidence supporting the year end
valuations are in line with the requirements of the applicable accounting standards and
whether the valuation methodology is the most appropriate in the circumstances under the
International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines;
• we assessed the design and implementation of controls relating to the valuation of unquoted
investments. This included obtaining an understanding of the sources of key inputs,
judgements and significant estimates used as well as the oversight and governance
structures in relation to the valuation process; and
• we attended the Valuations Committee meeting on 5 June 2025 where we discussed the
valuations with management and the Board and challenged significant judgements made.
For CPORT (Calibrated Price of Recent Transaction) valuations:
• assessed whether there were any indications that the cost or price of recent investment was
no longer representative of fair value considering, inter alia, the current performance of the
investee company and the milestones and assumptions set out in the investment proposal;
• we agreed the price of the recent investment to supporting documentation such as share
purchase agreements and bank statements. Based on our assessment, we assessed
whether or not the performance of the portfolio company has significantly varied from
expectations at the transaction date by ob
taining management’s evaluation of post
transaction performance against relevant milestones to determine the appropriateness of
the level of adjustment, if any, made t
o the recent transaction price; and
• we assessed whether the investment was an arm’s length transaction through reviewing the
parties involved in the transaction and checking whether or not they were already investors
of the investee company or otherwise connected.
For earnings and revenue multiple valuations, as well as valuations that have been restricted to
the value of the liquidation preference, based on our risk assessment procedures:
• we held discussions with management and reviewed management accounts/board packs to
understand the performance of the portfolio company, including its cash runway, and
challenged estimates used in the valuations of the investments;
• we assessed the reasonableness of the budgeted revenue figures used considering
historical performance and information available in board pack;
• Challenged the consistency and appropriateness of adjustments made to such market data
in establishing the revenue or earnings multiple applied in arriving at the valuations adopted
by considering the individual performance of investee companies against plan and relative to
the peer group, the market and sector in which the investee company operates and other
factors as appropriate;
• we performed an assessment of the appropriateness of the basket of comparable
companies through consideration of those companies’ operations and business sectors;
• we reviewed the historical financial statements and any recent management information
available to support assumptions about maintainable revenues, earnings or cash flows used
in the valuations; and
• we recalculated the attributable value based on the rights of the relevant instruments, which
were agreed to investment agreements.
Key observations:
Based on the procedures performed we consider the unquoted investment valuations to be
appropriate, and the estimates made by management in
valuing the unquoted investments to be
reasonable.
Valuation of unquoted investments
(Group and Parent Company)
The Group’s accounting policy for assessing
the fair value of investments is disclosed on
pages 67 and 68 in note 18.4 and disclosures
regarding the fair value estimates are given
on page 69 in note 18.12 and note 13.
We consider the valuation of unquoted
investments to be the most significant audit
area as there is a high level of estimation
uncertainty involved in determining the
unquoted investment valuations.
The share price of the Group is driven by the
value of the investments recognised in the
Statement of Financial Position. As the
Portfolio Manager is responsible for valuing
investments in the financial statements, and
there is a high level of estimation uncertainty
in determining the valuation of unquoted
investments due to the lack of readily
available prices, there is a potential risk of
material misstatements of the valuation of the
unquoted investments.
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 72
FINANCIAL STATEMENTS
73ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Independent Auditor’s Report to the Members of
Augmentum Fintech plc continued
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality
to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that ar
e taken on the
basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated
as immaterial as we also take account of the nature of identified missta
tements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Group financial statements Parent company financial statements
2025 2024 2025 2024
£m £m £m £m
Materiality 5.70 6.04 5.37 5.63
Basis for determining materiality 2025: 2% of net assets (2024: 2% of net assets)
Rationale for the benchmark applied
Performance materiality 4.27 4.53 4.02 4.22
Basis for determining 2025: 75% of materiality (2024: 70% 0f materiality)
performance materiality
Rationale for the percentage applied for
performance materiality
Component materiality
For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, based on our assessment o
f the risk of
material misstatement of that component. The materiality for the sole subsidiary was set at £81k (2024: £79k) and was based on 2% (202
4: 2%) of its
Revenue. We further applied a performance materiality level of 75% (2024: 70%) of the component materiality to our testing to ensure that the risk of
errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £285k (2024: £241k) f
or the Group. We
also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
In determining the appropriate benchmark, consideration was given to:
• the nature of the investment portfolio and the level of judgement inherent in the valuation; and
• the range of reasonable alternative valuations.
In determining the appropriate benchmark, consideration was given to:
• our risk assessment;
• consideration of the control environment; and
• the level of historical misstatements identified.
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 73
74 AUGMENTUM FINTECH PLC
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report other than
the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other informa
tion 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 giv
es 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 tha
t fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code specified f
or our
review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance S
tatement
is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and longer-term viability • the Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 24; and
• the Directors’ explanation as to their assessment of the Group’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 24.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out on
page 52;
• Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on page 20;
• the section of the annual report that describes the review of
effectiveness of risk management and internal control systems set
out on pages 49 and 50; and
• the section describing the work of the audit committee set out on
page 49.
Independent Auditor’s Report to the Members of
Augmentum Fintech plc continued
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 74
FINANCIAL STATEMENTS
75ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Independent Auditor’s Report to the Members of
Augmentum Fintech plc continued
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006
and ISAs (UK) to report on certain opinions and matters as described below.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, 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 t
o continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the D
irectors
either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and
Parent Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic
report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
Matters on which we are required to report by exception 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
ouropinion:
• 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 and the part of the
Directors’ remuneration report to be audited 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.
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 75
76 AUGMENTUM FINTECH PLC
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 assur
ance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always de
tect 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities,
outlined above,
to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
l our understanding of the Group and the industry in which it operates;
l discussion with management and those charged with governance; and
l obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations
we considered the significant laws and regulations to be Companies Act 2006, AIC Code of Governance, industry practice represented b
y the AIC
SORP, UK-adopted international accounting standar
ds, London Stock Exchange and Financial Conduct Authority Listing requirements, the
Alternative Investment Fund Managers Directive and qualification as an I
nvestment Trust under UK tax legislation as any non-compliance of this
would lead to the Parent Company losing various deductions and exemptions from corporation tax.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regula
tions to be the
Anti - Money Laundering Act 2018, Data Protection Act 1988 and Bribery Act 2010.
Our procedures in respect of the above included:
l review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
l review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
l review of financial statement disclosures and agreeing to supporting documentation;
l enquiries of management, the Directors, and the Audit Committee, as to whether they were aware of any non-compliance with laws and
regulations;
l obtaining an understanding of the control environment in monitoring compliance with laws and regulations; and
l review of the complaints and breaches register for any instances of non-compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedur
es included:
l enquiry with management and those charged with governance including the Directors, and the Audit Committee regarding any known or
suspected instances of fraud;
l obtaining an understanding of the Group’s policies and procedures relating to:
l detecting and responding to the risks of fraud; and
l internal controls established to mitigate risks related to fraud.
l review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
l discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
l performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to
fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and valuation o
f unquoted
investments.
Independent Auditor’s Report to the Members of
Augmentum Fintech plc continued
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 76
FINANCIAL STATEMENTS
77ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Independent Auditor’s Report to the Members of
Augmentum Fintech plc continued
Our procedures in respect of the above included:
l assessing post year end journals that were passed to prepare the financial statements to consider their appropriateness for the Company and
the significant component where applicable;
l performing test of journals to evaluate unusual or inappropriate journals outside of our expectations that were set using various criteria where
relevant;
l assessing significant transactions outside the normal course of business (if any);
l evaluation of the consolidation, with focus on manual or late journals posted at consolidated level; and
l the procedures set out in the Key Audit Matter section of this report.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed t
o
have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regula
tions
throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk
of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may in
volve deliberate
concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedur
es performed and
the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements,
the less
likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/audit
orsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent 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 an
yone other than the
Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of BDO LLP , Statutory Auditor
London, United Kingdom
30 June 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
270829 Augmentum pp070-pp077.qxp 30/06/2025 19:32 Page 77
78 AUGMENTUM FINTECH PLC
Information for Shareholders
How to Invest
Retail Investors Advised by IFAs
The Company currently conducts its affairs so that its shares can be
recommended by Independent Financial Advisers (IFAs) in the UK to
ordinary retail investors in accordance with the Financial Conduct
Authority (FCA) rules in relation to non-mainstream investment products
and intends to continue to do so. The shares are excluded from the
FCA’s restrictions which apply to non-mainstr
eam investment products
because they are shares in an investment trust.
Investment Platforms
The Company’s shares are traded openly on the London Stock
Exchange and can be purchased through a stock broker or other
financial intermediary. The shares are available through savings plans
(including Investment Dealing Accounts, ISAs, Junior ISAs and SIPPs)
which facilitate both regular monthly investments and lump sum
investments in the Company’s shares. There are a number of
investment platforms that offer these facilities. A list of some of them,
that is not comprehensive and does not constitute any form of
recommendation, can be found below:
AJ Bell Youinvest www.youinvest.co.uk
Barclays https://www.barclays.co.uk/smart-investor/
https://www.bestinvest.co.uk/ @
Charles Stanley Direct www.charles-stanley-direct.co.uk
EQi www.eqi.co.uk
Fidelity Personal Investing https://www.fidelity.co.uk/
Halifax Investing www.halifax.co.uk/investing
Hargreaves Lansdown www.hl.co.uk
iDealing www.idealing.com
IG https://www.ig.com/uk/investments/share-
dealing
interactive investor www.ii.co.uk
iWeb https://www.iweb-sharedealing.co.uk/
Redmayne Bentley www.redmayne.co.uk
Share Deal Active www.sharedealactive.co.uk
Shareview www.shareview.co.uk
Tillit https://tillitinvest.com/
Willlis Owen https://www.willisowen.co.uk/
X-O www.x-o.co.uk
Financial Calendar
Date Event
31 March Financial Year End
June/July Financial Results Announced
September Annual General Meeting
30 September Half Year End
November/December Half Year Results Announced
Website
For further information on share prices, regulatory news and other
information, please visit www.augmentum.vc
.
Shareholder Enquiries
In the event of queries regarding your shareholding, please contact the
Company’s registrar, Computershare Investor Services PLC, who will be
able to assist you with:
l Registered holdings
l Balance queries
l Lost certificates
l Change of address notifications
Computershare’s contact details are provided on page 81.
Risk Warnings
l Past performance is no guarantee of future performance.
l The value of your investment and any income from it may go down
as well as up and you may not get back the amount invested.
l As the shares in an investment trust are traded on a stock market,
the share price will fluctuate in accordance with supply and
demand and may not reflect the underlying net asset value of the
shares.
l Although the Company’s financial statements are denominated in
sterling, some of the holdings in the portfolio are currently
denominated in currencies other than sterling and therefore they
may be affected by movements in exchange rates. As a result, the
value of your investment may rise or fall with movements in
exchange rates.
l Investors should note that tax rates and reliefs may change at any
time in the future.
270829 Augmentum pp078-end.qxp 30/06/2025 19:33 Page 78
FURTHER INFORMATION
79ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Glossary and Alternative Performance Measures
Within the Strategic Report and Business Review, certain financial
measures common to investment trusts are shown. Where relevant,
these are prepared in accordance with guidance from the AIC, and this
glossary provides additional information in relation to them.
Alternative Investment Fund Managers Regulations ("UK AIFMD")
Agreed by the European Parliament and the Council of the EU and
transposed into UK legislation, the UK AIFMD classifies certain
investment vehicles, including investment companies, as Alternative
Investment Funds (“AIFs”) and requires them to appoint an Alternative
Investment Fund Manager (“AIFM”) and depositary to manage and
oversee the operations of the investment vehicle. The Board of the
Company retains responsibility for strategy, operations and compliance
and the Directors retain a fiduciary duty to shareholders.
Average net assets
The average net assets figure is the average of the net assets of the
Group after performance fee calculated on a time weighted basis and
adjusted for share buybacks and issuance.
Downside Protection
Downside protection is an investment technique that is employed to
mitigate against or prevent a decrease in the value of an investment. In
relation to venture capital investing the key methods of achieving this are
through liquidation preferences over other investors, and/or anti-dilution
provisions, which allow an investor to maintain their ownership
percentage in the event that new shares are issued.
Discount or Premium
A description of the difference between the share price and the net asset
value per share. The size of the discount or premium is calculated by
subtracting the share price from the net asset value per share and is
usually expressed as a percentage (%) of the net asset value per share. If
the share price is higher than the net asset value per share the result is a
premium. If the share price is lower than the net asset value per share, the
shares are trading at a discount.
Initial Public Offering (“IPO”)
An IPO is a type of public offering in which shares of a company are
sold to institutional investors and usually also retail (individual) investors.
Through this process, colloquially known as floating, or going public, a
privately held company is transformed into a publiccompany.
Internal Rate of Return (“IRR”)
IRR is the annualised return on an investment calculated from the cash
flows arising from that investment taking account o
f the timing of each
cash flow. It is derived by computing the discount rate at which the
present value of all subsequent cash flows arising from an investment
are equal to the original amount invested.
Leverage
For the purposes of the UK AIFMD, leverage is any method which
increases the Company’s exposure, including the borrowing of cash
and the use of derivatives. It is expressed as a ratio between the
Company’s exposure and its net asset value and can be calculated
using gross and commitment methods.
Under the gross method, exposure represents the sum of the
Company’s positions after the deduction of sterling cash balances,
without taking into account any hedging and netting arrangements.
Under the commitment method, exposure is calculated without the
deduction of sterling cash balances and after certain hedging and
netting positions (as detailed in the UK AIFMD) are offset against
eachother.
Net Asset Value (“NAV”)
The value of the Company’s assets, principally investments made in
other companies and cash being held, minus any liabilities. The NAV is
also described as ‘shareholders’ funds’. The NAV is often expressed in
pence per share after being divided by the number of shares in issue,
excluding treasury shares. The NAV per share is unlikely to be the same
as the share price, which is the price at which the Company’s shares
can be bought or sold by an investor. The share price is determined by
the relationship between the demand and supply of the shares.
Net Asset Value ("NAV") per share after performance fee*
The NAV of the Group as calculated above less the performance fee
provision made by the Company divided by the number of shares in
issued (excluding treasury shares).
NAV per share Total Return after performance fee*
The theoretical total return on the NAV per share after performance fee,
reflecting the change in NAV after performance fee during the period
assuming that any dividends paid to shareholders were reinvested at
NAV after performance fee at the time the shares were quoted ex-
dividend. This is a way of measuring investment management
performance of investment trusts which is no
t affected by movements
in the share price discount/premium.
2025 2024
pence pence
per share per share
Opening NAV after performance fee 167.4 158.9
(Loss)/Return per share (9.1) 8.1
Performance fee impact 2.1 (1.3)
Impact of buybacks 1.1 1.7
Closing NAV after performance fee 161.5 167.4
NAV after performance fee Total Return (3.5%) 5.4%
Ongoing Charges Ratio (“OCR”)*
As an investment trust with an operating subsidiary, the calculation of
the Company’s OCR requires adjustments to the total operating
expenses.
Year ended Year ended
31 March 31 March
2025 2024
£’000 £’000
Operating expenses 5,718 5,481
Less: capital costs (165) (49)
Recurring operating expenses 5,553 5,432
Average net assets 278,010 272,143
Ongoing charges ratio 2.0% 2.0%
* Alternative Performance Measure.
270829 Augmentum pp078-end.qxp 30/06/2025 19:33 Page 79
80 AUGMENTUM FINTECH PLC
Partnership
Augmentum I LP, a limited partnership registered in Jersey and a
wholly-owned subsidiary of the Company.
Regtech
Computer programs and other technology used to help banking and
financial companies comply with their regulatory obligations.
Total Shareholder Return*
The theoretical total return per share reflecting the change in share
price during the period and assuming that any dividends paid were
reinvested at the share price at the time the shares were quoted
ex-dividend. Augmentum Fintech plc has not paid any dividends so the
Total Shareholder Return equates to the change in the share price.
Unquoted investment
Investments in unquoted securities such as shares and debentures
which are not quoted or traded on a stock market.
Glossary and Alternative Performance Measures continued
* Alternative Performance Measure.
270829 Augmentum pp078-end.qxp 30/06/2025 19:33 Page 80
FURTHER INFORMATION
81ANNUAL REPORT AND FINANCIAL STATEMENTS 2025
Contact Details
Directors
William Reeve (Chairman of the Board and NominationsCommittee)
Karen Brade (Chair of the AuditCommittee)
David Haysey (Chairman of the Management Engagement &
Remuneration Committee and Valuations Committee)
Conny Dorrestijn Prins
Sir William Russell
Email: board@augm.co.uk
Registered Office
Incorporated in England and Wales 11118262 and
registered as an investment company under Section 833 of the
Companies Act 2006
AIFM, Company Secretary and Administrator
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
United Kingdom
Telephone: 0203 008 4910
Email: info@frostrow.com
Portfolio Manager
Augmentum Fintech Management Limited
4 Chiswell Street
London EC1Y 4UP
United Kingdom
Joint Corporate Brokers
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
United K ingdom
Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London EC2N 2AX
United Kingdom
Depositary
IQ EQ Depositary Company (UK) Limited
4th Floor
3 More London Riverside
London SE1 2AQ
United Kingdom
Legal Adviser to the Company
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
United Kingdom
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
United Kingdom
Registrars
Computershare Investor Services PLC, the Pavilions, Bridgwater Road,
Bristol BS99 6ZZ, United Kingdom.
Email: WebCorres@computershare.co.uk
Telephone: +44 (0)370 707 1469
Website: www.investorcentre.co.uk
Identification codes
SEDOL: BG12XV8
ISIN: GB00BG12XV81
BLOOMBERG: AUGM LN
EPIC: AUGM
Legal Entity Identifier:
213800OTQ44T555I8S71
Foreign Account Tax Compliance Act (“FATCA”)
IRS Registration Number (GIIN): 755CKI.99999.SL.826
A member of the Association of
Investment Companies
270829 Augmentum pp078-end.qxp 30/06/2025 19:33 Page 81
About Augmentum Fintech plc
Augmentum Fintech plc (the “Company”) is the UK’s only publicly
listed investment company focusing on the fintech sector, having
launched on the main market of the London Stock Exchange in
2018, giving businesses access to patient funding and support,
unrestricted by conventional fund timelines.
We invest in early and later stage fast growing fintech businesses that are
disrupting the banking, insurance, asset management and wider financial services
sectors.
We have invested in many great businesses and have secured eight exits since
IPO, the most significant of which, Dext, interactive investor, Cushon and Onfido,
were
strongly accretive.
Portfolio management is undertaken by Augmentum Fintech Management Limited
(“AFML”). AFML is a wholly owned subsidiary of the Company, together referred to
as the “Group”.
This report is printed on Revive 100% White Silk, a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the
ISO 14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process.
This report has been produced using vegetable based inks.
To view the report online visit: www.augmentum.vc
Investing in Fintech.
Augmentum Fintech plc
Annual Report
Annual Report
For the year ended 31 March 2025
For the year ended 31
st
2025March
Investing in Fintech.
Annual Report
For the year ended 31
st
2025March