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"fact_ifrs-full_DisclosureOfNotesAndOtherExplanatoryInformationExplanatory_E2_CY": {
"value": "\n1 General information
On 25 July 2003, the Company was incorporated with limited liability in the Isle of Man. On 23 July 2012, the
Company then re-registered in the Isle of Man in order to bring the Company within the Isle of Man Companies
Act 2006, with registration number 008597V. On 11 September 2018, the Company re-registered under the
Bermuda Companies Act 1981, with registration number 53954. The Company moved its operations to Jersey with
immediate effect on 17 May 2017 and has subsequently operated from Jersey only.
The Company\u2019s ordinary shares are quoted on AIM, a market operated by the London Stock Exchange, and
the Growth Market of the Aquis Stock Exchange (formerly the NEX Exchange). The Company\u2019s zero dividend
preference shares are admitted to trade on the main market of the London Stock Exchange (non-equity shares
and non-voting equity shares, formerly standard listing (shares)). The Company\u2019s unsecured loan notes are quoted
on the Growth Market of the Aquis Stock Exchange.
The financial statements of the Company as at and for the year ended 31 January 2025 are available upon request
from the Company\u2019s business office at 3rd Floor, Gaspe House, 66-72 Esplanade, St Helier, Jersey, Channel
Islands, JE1 2LH and the registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda, or at
www.epespecial opportunities.com.
The Company\u2019s portfolio investments are held in two majority owned subsidiary entities, ESO Investments 1
Limited and ESO Investments 2 Limited and one wholly owned subsidiary entity, ESO Alternative Investments LP
(together the \u201cSubsidiaries\u201d). ESO Investments 1 Limited and ESO Investments 2 Limited operate out of Jersey and
ESO Alternative Investments LP operates out of the United Kingdom.
Direct interests in the individual portfolio investments are held by the following Subsidiaries;
\u2022 ESO Investment 1 Limited: Rayware, Whittard, David Phillips and Denzel\u2019s
\u2022 ESO Investments 2 Limited: Luceco and Pharmacy2U
\u2022 ESO Alternative Investments LP: European Capital Private Debt Fund LP, Atlantic Credit Opportunities DAC,
and EAC Sponsor Limited
The Company also controls the EPIC Private Equity Employee Benefit Trust (referred herein as the \u201cEBT
subsidiary\u201d), an employee benefit trust, which financial position and results are consolidated in these financial
statements (refer to Notes 3a and 7 for details). These financial statements are consolidated financial statements
of the Company and the EBT subsidiary. The Company and the EBT subsidiary are collectively referred to as the
\u201cGroup\u201d hereinafter.
The Group\u2019s primary objective is to provide long-term return on equity for its shareholders by investing between
\u00a32m and \u00a330m in small and medium sized companies.
The Group targets growth capital and buy-out opportunities, special situations and distressed transactions,
deploying capital where it believes the potential for shareholder value creation to be compelling. ESO has the
flexibility to invest in public as well as private companies and is also able to invest in Special Purpose Acquisition
Companies (\u201cSPACs\u201d) and third-party funds.
ESO will consider most industry sectors including business services, consumer and retail, financial services and
the industrials sector.
The portfolio is likely to be concentrated, numbering between two and ten assets at any one time, which allows
the Group to allocate the necessary resource to form genuinely engaged and supportive partnerships with
management teams. This active approach facilitates the delivery of truly transformational initiatives in underlying
investments during the Group\u2019s period of ownership.
The Group has no employees.
The following significant changes occurred during the year ended 31 January 2025:
\u2022 In February 2024, the realisation of the investment in EPIC Acquisition Corp was completed, realising
\u20ac6.2 million. The realisation from EAC Sponsor Limited remains subject to the completion of the liquidation.
\u2022 In May 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a31.5 million to reduce
Rayware\u2019s senior debt.
\u2022 In June 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.4 million in Whittard.
The cash was returned by Whittard in two equal instalments of \u00a30.2 million in October 2024 and in December
2024.
\u2022 In July 2024, the Company agreed the extension of the maturity of \u00a34.0 million unsecured loan notes to 24 July
2025.
\u2022 In October 2024, the Company through its subsidiary ESO Investments 1 Limited, invested \u00a32.0 million to
reduce Rayware\u2019s senior debt and ESO Investments 1 Limited provided a \u00a31.0 million contingent guarantee to
Rayware\u2019s third-party lenders as at 31 January 2025.
\u2022 In January 2025, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.7 million to
reduce David Phillips\u2019 senior debt.
\u2022 The movement in the value of investments and fair value movement are deemed as significant changes
during the period (see note 12).
2 Basis of preparation
a. Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (\u201cIFRS Accounting Standards\u201d) and applicable legal and regulatory
requirements of Bermuda Companies Act 1981. The following accounting policies have been adopted and applied
consistently. The financial statements comply with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IASB).
b. Basis of measurement
The financial statements have been prepared on the historical cost convention except for financial instruments at
fair value through profit or loss which are measured at fair value (note 12). Several new standards and interpretations
have been published that are not mandatory for 31 January 2024 reporting periods and earlier application is
permitted; however, the Group has not adopted early the new or amended standards in preparing these financial
statements. The Directors do not expect the adoption of the standards and interpretations to have a material
impact on the Group\u2019s financial statements in the period of initial application. The following are amendments that
the Group has decided not to adopt early:
\u2022 Standards and amendments to existing standards effective 1 January 2024
There are no standards, amendments to standards or interpretations that are effective for annual periods
beginning on 1 January 2024 that have a material effect on the financial statements of the Group.
\u2022 New standards, amendments and interpretations effective after 1 January 2024 and have not been early adopted
A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2024, and have not been early adopted in preparing these financial statements.
None of these are expected to have a material effect on the financial statements of the Group.
c. Functional and presentation currency
These financial statements are presented in Sterling, which is the Group\u2019s functional and presentation currency. All
financial information presented in Sterling has been rounded to the nearest pound.
\u2018Functional currency\u2019 is the currency of the primary economic environment in which the Group operates. The
expenses (including investment advisory and administration fees) and investments are denominated and paid in
Sterling. Accordingly, management has determined that the functional currency of the Group is Sterling.
A foreign currency transaction is recorded initially at the rate of exchange at the date of the transaction. Assets
and liabilities are translated from foreign currency to the functional currency at the closing rate at the end of the
reporting period. The resulting gains or losses are included in the Consolidated Statement of Comprehensive
Income.
d. Use of estimates and judgements
The preparation of financial statements in conformity with IFRS Accounting Standards require the Directors and
the Investment Advisor to make judgements, estimates and assumptions that affect the application of policies and
the reported amounts of assets and liabilities, income and expense. The estimates and associated assumptions
are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. The Directors have, to the best of their ability, provided
as true and fair a view as is possible. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
Critical accounting estimates and assumptions made by Directors and the Investment Advisor in the application
of IFRS Accounting Standards that have a significant effect on the financial statements and estimates with a
significant risk of material adjustments in the year relate to the determination of fair value of financial instruments
with significant unobservable inputs (see note 12).
The critical judgements made by the Directors and the Investment Advisor in preparing these financial
statements are:
\u2022 Classification of the zero dividend preference share as a non-current liability in the Consolidated Statement
of Assets and Liabilities. The zero dividend preference shares meet the definition of a non-current liability as
detailed in note 3(m). Please refer to note 15 for further details.
\u2022 Categorisation of ESO Alternative Investments LP, ESO Investments 1 Limited and ESO Investments 2 Limited
as Subsidiaries. The Company is deemed to have control over these Subsidiaries. Please refer to note 3(a)
for details.
e. Unconsolidated structured entities
The Company invests in portfolio investments through its Subsidiaries. See note 3(a) for an explanation of why
these entities are considered controlled subsidiary investments. The purpose of the Subsidiaries is to hold
investments. The Subsidiaries meet the definition of unconsolidated structured entities under IFRS 12. There are
letters of support in place between the Company and ESO Investments 1 Limited and ESO Investments 2 Limited
for the payment of expenses. ESO Alternative Investments LP pays its own expenses.
The total fair value of the Subsidiaries, and the amount recognised in the Company\u2019s financial statements (as
investments at fair value) is \u00a3100,502,430 (2024: \u00a3100,722,039).
In respect of ESO Alternative Investments LP, the Company has 100% beneficial ownership of the entity.
In respect of ESO Investments 1 Limited, the Company has 80% beneficial ownership of the entity.
In respect of ESO Investments 2 Limited, the Company has 80% beneficial ownership of the entity.
There are no restrictions on the ability of the above Subsidiaries to transfer funds to the Company in the form of
cash dividends or loan repayments.
The Company\u2019s maximum exposure to loss from its interest in its Subsidiaries is equal to the total fair value of its
investment in its Subsidiaries.
The Company\u2019s Subsidiaries invest in quoted and unquoted securities, in line with the Company\u2019s investment policy.
The value of these investments may be impacted by market price risk arising from uncertainty about the future
market value of these holdings as well as the risk of underperformance of the underlying portfolio companies.
The exposure to investments in Subsidiaries measured at fair value is disclosed in the following table :
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| ESO Investments 1 Limited | 51,555,286 | 52,200,243 |
| ESO Investments 2 Limited | 48,805,719 | 42,722,072 |
| ESO Alternative Investments LP | 141,425 | 5,799,724 |
| 100,502,430 | 100,722,039 |
During the year ended 31 January 2025 total net profit incurred on the fair value movement on investments in
Subsidiaries was \u00a33,443,032 (2024: \u00a33,384,604) (as set out in note 11).
f. Going concern
The Group\u2019s management has assessed the Group\u2019s ability to continue as a going concern and is satisfied that
the Group has adequate resources to continue in business for at least twelve months from the date of approval
of financial statements. Furthermore, the management is not aware of any material uncertainties that may cast
significant doubt upon the Group\u2019s ability to continue as a going concern. Therefore, the financial statements
continue to be prepared on the going concern basis.
3 Material accounting policy information
a. Subsidiaries and consolidation
The Company has subsidiaries which have been determined to be controlled subsidiary investments. Controlled
subsidiary investments are measured at fair value through profit or loss and are not consolidated in accordance
with IFRS 10. The fair value of controlled subsidiary investments is determined on a consistent basis to all other
investments measured at fair value through profit or loss, and as described in note 3.j.
A controlled subsidiary investment involves holding companies over which the Company has the power to govern
the financial and operating policies. These holding companies are subsidiaries that have been incorporated
for the purpose of holding underlying investments on behalf of the Company. Such holding companies have
no operations other than providing a vehicle for the acquisition, holding and onward sale of certain portfolio
investment companies. The holding companies are also reflected at its fair value, with the key fair value driver
thereof being the investment in the underlying portfolio company investments that the holding company holds
on behalf of the Company. The holding companies require no consolidation, because the holding companies are
not deemed to be providing investment related services, as defined by IFRS 10.
Where the Company is deemed to have control over an underlying portfolio company, either directly or indirectly,
and whether the control is via voting rights or through the ability to direct the relevant activities in return for
access to a significant portion of the variable gains and losses derived from those relevant activities, the Company
does not consolidate the underlying portfolio company; instead, the Company reflects its investment at fair value
through profit or loss.
The EPIC Private Equity Employee Benefit Trust (\u201cEBT Subsidiary or Trust\u201d) is treated as a subsidiary and
consolidated in the financial statements. The impact on the financial statements is immaterial. All transactions
and balances between the Company and EBT Subsidiary are eliminated on consolidation. Amounts reported in
the financial statements have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Company. Please refer to note 7 for more details.
b. Investment entity
IFRS 10: \u201cConsolidated Financial Statements\u201d, provides an exception to the consolidation requirement for entities
that meet the definition of an investment entity.
The Directors believe the Company meets the definition of an investment entity as the following conditions exist:
\u2022 The Company obtains funds from its members for the purpose of providing those members with investment
management services;
\u2022 The Company commits to its members that its business purpose is to invest funds solely for returns from
capital appreciation, investment income, or both; and
\u2022 The Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit
or loss.
c. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business and geographic
area, being arranging financing for growth, buyout and special situations investments in the United Kingdom.
Information presented to the Board of Directors for the purpose of decision making is based on this single
segment. All significant operating decisions are based upon the analysis of the Company\u2019s investments as a single
operating segment. The financial information from this segment are equivalent to the financial information of the
Company as a whole, which are evaluated on a regular basis by the Board of Directors.
d. Income
Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income
is accounted for when the right to receive such income is established.
e. Expenses
All expenses are accounted for on an accrual basis.
f. Cash and cash equivalents
Cash and cash equivalents comprise of current cash deposits with banks only. Cash equivalents are short-
term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to
insignificant risk of changes in value.
g. Finance charges
Other finance charges are recognised as an expense.
h. Trade and other payables
Trade and other payables are stated at amortised cost in accordance with IFRS 9.
i. Unsecured loan note instruments
Unsecured loan note instruments are stated at amortised cost in accordance with IFRS 9.
j. Financial assets and financial liabilities
A. Classification
Financial assets
When the Group first recognises a financial asset, it classifies it based on the business model for managing the
asset and the asset\u2019s contractual cash flow characteristics, as follows:
\u2022 Amortised cost: a financial asset is measured at amortised cost if both of the following conditions are met:
\u2013 the asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and
\u2013 the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
\u2022 Fair value through other comprehensive income: financial assets are classified and measured at fair value
through other comprehensive income if they are held in a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets.
\u2022 Fair value through profit or loss: any financial assets that are not held in one of the two business models
mentioned are measured at fair value through profit or loss.
When, and only when, the Group changes its business model for managing financial assets it must reclassify all
affected assets
Financial liabilities
All financial liabilities are measured at amortised cost, except for financial liabilities at fair value through profit or loss.
Such liabilities include derivatives (other than derivatives that are financial guarantee contracts or are designated
and effective hedging instruments), other liabilities held for trading, and liabilities that an entity designates to be
measured at fair value through profit or loss.
B. Recognition
The Group recognises financial assets and financial liabilities on the date it becomes a party to the contractual
provisions of the instrument.
C. Measurement
Equity and debt investments, including those held by Subsidiaries, are stated at fair value. Loans and Receivables
are stated at amortised cost less any impairment losses.
The Investment Advisor determines asset values using the valuation principles of IFRS 13.
\u2018Fair value\u2019 is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date in the principal or, in its absence, the most advantageous
market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Company measures the fair value of an instrument using the quoted price in an active market
for that instrument. A market is regarded as \u2018active\u2019 if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments
quoted in an active market at closing price on the relevant exchange at the measurement date.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the
use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique
incorporates all of the factors that market participants would take into account in pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period
during which the change has occurred.
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial
liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation
using the effective interest method of any difference between the initial amount recognised and the maturity
amount, minus any reduction for impairment. Financial assets that are not carried at fair value though profit and
loss are subject to an impairment test. For loans to portfolio companies the impairment test is undertaken as part
of the assessment of the fair value of the enterprise value of the related business, as described above. If expected
life cannot be determined reliably, then the contractual life is used.
D. Impairment
12-month expected credit losses
12-month expected credit losses are calculated by multiplying the probability of a default occurring in the next
12 months with the total (lifetime) expected credit losses that would result from that default, regardless of when
those losses occur. Therefore, 12-month expected credit losses represent a financial asset\u2019s lifetime expected
credit losses that are expected to arise from default events that are possible within the 12 month period following
origination of an asset, or from each reporting date for those assets in initial recognition stage.
Lifetime expected credit losses
Lifetime expected credit losses are the present value of expected credit losses that arise if a borrower defaults on
its obligation at any point throughout the term of a lender\u2019s financial asset (that is, all possible default events during
the term of the financial asset are included in the analysis). Lifetime expected credit losses are calculated based
on a weighted average of expected credit losses, with the weightings being based on the respective probabilities
of default.
E. Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition in accordance with IFRS 9.
The Company uses the weighted average method to determine realised gains and losses on derecognition. A
financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.
k. Share capital
Ordinary share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and
share options are recognised as a deduction from equity, net of any tax effects.
Repurchase of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes
directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares
are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are
sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting
surplus or deficit on the transaction is transferred to / from revenue reserves.
Capital Reserve and Revenue Reserve and other equity
The capital reserve comprises net gains and losses on investments. The revenue reserve and other equity
comprise other income and expenses plus other items recorded directly in equity (excluding items recorded as
share capital / share premium).
l. Jointly owned share plan (\u201cJOSP\u201d) and share-based payments
Directors of the Company and certain employees of the Investment Advisor (together \u201cParticipants\u201d) receive
remuneration in the form of equity-settled share-based payment transactions, through a JOSP Scheme.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value is determined
based on the share price of the equity instrument at the grant date. The fair value determined at the grant date
of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on
the Company\u2019s estimate of the number of shares that will eventually vest. The instruments are subject to a three-
year service vesting condition from the grant date, and their fair value is recognised as a share-based expense
with a corresponding increase in revenue reserves within equity over the vesting period. Contributions received
from employees as part of the JOSP arrangement are recognised directly in equity in the line share ownership
scheme participation.
The assets (other than investments in the Company\u2019s shares), liabilities, income and expenses of the Trust established
to operate the JOSP scheme are consolidated in these financial statements. Any expense incurred by the Trust are
borne by the Company. The Trust\u2019s investment in the Company\u2019s shares is deducted from shareholders\u2019 funds in the
Consolidated Statement of Asset and Liabilities as if they were treasury shares (see note 7).
m. Zero dividend preference shares (\u201cZDP\u201d)
Under IAS 32 \u2013 Financial Instruments: Presentation, the ZDP Shares are classified as financial liabilities and are held
at amortised cost. An accrual for the final capital entitlement of the ZDP Shares is included in the Consolidated
Statement of Comprehensive Income as a finance cost and is calculated using the effective interest rate method
(\u201cEIR\u201d). The costs of issue of the ZDP Shares are amortised over the period to the ZDP Share redemption date.
4 Interest income
| 2025 | |
| Group | |
| \u00a3 | |
| | 2024 |
| | Group |
| | \u00a3 |
| Interest earned on cash balances | 709,751 | 366,660 |
| Total | 709,751 | 366,660 |
5 Investment advisory, administration and performance fees
Investment advisory fees
The investment advisory fee payable to EPIC Investment Partners LLP (\u201cEPIC\u201d) is assessed and payable at the
end of each fiscal quarter and is calculated as 2 per cent. of the Group\u2019s NAV where the Group\u2019s NAV is less
than \u00a3100 million; otherwise the investment advisory fee is calculated as the greater of \u00a32.0 million or the sum
of 2 per cent. of the Group\u2019s NAV comprising Level 2 and Level 3 portfolio assets, 1 per cent. of the Group\u2019s
NAV comprising Level 1 assets, no fees on assets which are managed or advised by a third-party manager, 0.5
per cent. of the Group\u2019s net cash (if greater than nil), and 2 per cent. of the Group\u2019s net cash (if less than nil) (i.e.
reducing fees for net debt positions).
The charge for the current year was \u00a31,898,990 (2024: \u00a31,832,745). The amount outstanding as at 31 January 2025
was \u00a3482,435 (2024: \u00a3484,400) (see note 14).
Administration fees
EPIC Administration Limited provides accounting and financial administration services to the Group. The fee
payable to EPIC Administration Limited is assessed and payable at the end of each fiscal quarter and is calculated
as 0.15 per cent. of the Group\u2019s NAV where the Group\u2019s NAV is less than \u00a3100 million (subject to a minimum fee of
\u00a335,000); otherwise the advisory fee shall be calculated as 0.15 per cent. of \u00a3100 million plus a fee of 0.1 per cent
of the excess of the Group\u2019s NAV above \u00a3100 million.
The charge for the current year was \u00a3145,872 (2024: \u00a3141,330).
Other administration fees during the year were \u00a380,699 (2024: \u00a382,406).
Performance fees paid by Subsidiaries
The Subsidiaries are stated at fair value. Performance fees to the Investment Advisor are accrued based on
the movement in fair value of the investments held by the Subsidiaries and are deducted in calculating the fair
value of Subsidiaries. Performance fees are only paid to the Investment Advisor following the realisation of an
investment and the distribution of proceeds from the Subsidiaries to the Group.
Performance fee in ESO Investments 1 Limited
The distribution policy of ESO Investments 1 Limited includes an allocation of profits payable to the Investment Advisor
on the realisation of an investment. Proceeds are distributed to the Group only until the base cost for the portfolio asset
has been fully recovered and a hurdle of 8 per cent. per annum has been fully satisfied. Proceeds are then distributed
90% to the Investment Advisor and 10% to the Group until the Investment Advisor has received proceeds equal to 20%
of the accrued hurdle amount. All remaining proceeds are then distributed 20% to the Investment Advisor and 80% to
the Group. Performance fees are only paid to the Investment Advisor following the realisation of an investment and the
distribution of proceeds from the Subsidiaries to the Group. As at 31 January 2025, \u00a36,778,769 has been accrued in the
profit share account of the Investment Advisor in the records of ESO Investments 1 Limited (2024: \u00a34,983,792 accrued).
Performance fee in ESO Investments 2 Limited
The distribution policy of ESO Investments 2 Limited includes an allocation of profits payable to the Investment Advisor
on the realisation of an investment. Proceeds are distributed to the Group only until the base cost for the portfolio asset
has been fully recovered and a hurdle of 8 per cent. per annum has been fully satisfied. Proceeds are then distributed
90% to the Investment Advisor and 10% to the Group until the Investment Advisor has received proceeds equal to 20%
of the accrued hurdle amount. All remaining proceeds are then distributed 20% to the Investment Advisor and 80% to
the Group. Performance fees are only paid to the Investment Advisor following the realisation of an investment and the
distribution of proceeds from the Subsidiaries to the Group. As at 31 January 2025, \u00a311,048,303 has been accrued in the
profit share account of the Investment Advisor in the records of ESO Investments 2 Limited (2024: \u00a39,104,320 accrued).
Joint Owned Share Plan (\u201cJOSP\u201d) and share-based payments
Directors of the Company and certain employees of the Investment Advisor (together \u201cParticipants\u201d) receive
remuneration in the form of equity-settled share-based payment transactions, through a JOSP Scheme (see note 7).
6 Directors\u2019 fees
| 2025 | | | |
| Company | | | |
| \u00a3 | | | |
| | 2025 | | |
| | Share\u2011based | | |
| | payment | | |
| | \u00a3 | | |
| | | 2024 | |
| | | Company | |
| | | \u00a3 | |
| | | | 2024 |
| | | | Share\u2011based |
| | | | payment |
| | | | \u00a3 |
| C.L. Spears (Chairman) | 42,000 | 6,201 | 42,000 | 6,393 |
| H. MacCallum (appointed on 17 October 2024) | 9,290 | \u2013 | \u2013 | \u2013 |
| N. Wilson (resigned on 30 September 2023) | \u2013 | \u2013 | 22,474 | 5,972 |
| H. Bestwick | 32,000 | 6,201 | 32,000 | 6,393 |
| D.R. Pirouet | 34,000 | 6,201 | 34,000 | 8,298 |
| M.M. Gray | 32,000 | 6,009 | 32,000 | 4,296 |
| Total | 149,290 | 24,612 | 162,474 | 31,352 |
In addition to the fees noted above, C.L. Spears, H. Bestwick and M.M Gray received during the year;
\u2022 \u00a33,750 each as Directors\u2019 fees for their directorship of ESO Investments 1 Limited; and
\u2022 \u00a33,750 each as Directors\u2019 fees for their directorship of ESO Investments 2 Limited.
Aggregate Directors\u2019 fees for ESO Investments 1 Limited and ESO Investments 2 Limited for the year ended 31
January 2025 amounted to \u00a322,500 (2024: \u00a322,500).
Heather MacCallum was appointed on 17 October 2024.
The share-based payment expense is calculated as set out in Note 7.
7 Share-based payment expense
The cost of equity-settled transactions to Participants in the JOSP Scheme are measured at fair value at the grant
date. The fair value is determined based on the share price of the equity instrument at the grant date.
The Trust was created to award shares to Participants as part of the JOSP. The Trust is consolidated in these
financial statements in accordance with Note 3a. Participants are awarded a certain number of shares (\u201cMatching
Shares\u201d) which are subject to a three-year service vesting condition from the grant date. In order to receive their
Matching Share allocation Participants are required to purchase shares in the Company on the open market
(\u201cBought Shares\u201d). The Participant will then be entitled to acquire a joint ownership interest in the Matching Shares
for the payment of a nominal amount, on the basis of one joint ownership interest in one Matching Share for every
Bought Share they acquire in the relevant award period.
The Trust holds the Matching Shares jointly with the Participant until the award vests. These shares carry the same
rights as the rest of the ordinary shares.
The Trust held 1,669,961 (2024: 1,546,693) matching shares at the year-end which have historically not voted (see
note 16).
163,513 shares vested to Participants in the year ended 31 January 2025 (2024: 257,061). 272,882 shares were
awarded to Participants in the year ended 31 January 2025 (2024: 305,082). The weighted average fair value of
the shares awarded during the period is 150.35 pence per share.
The fair value of awards granted under the JOSP is recognised as an employee benefits expense, with a
corresponding increase in equity. This has been calculated on the basis of the fair value of the equity instruments,
which is the share price of the equity instrument on the AIM market of the London Stock Exchange at the grant
date and the estimated number of equity instruments to be issued after the vesting period, less the amount
paid for the joint ownership interest in the Matching Shares from the Participants. As the Company does not pay
dividends, no expected dividends were incorporated into the measurement value. No other features other than
the share price of the equity instrument is incorporated into the measurement of the fair value of the awards.
The impact of revision to original estimates, if any, is recognised in profit or loss, with a corresponding adjustment
to equity.
The total share-based payment expense in the year ended 31 January 2025 was \u00a3308,433 (2024: \u00a3339,593). Of
the total share-based payment expense in the year ended 31 January 2025, \u00a324,612 related to the Directors (2024:
\u00a331,352) and the balance related to members, employees and consultants of the Investment Advisor.
8 Other expenses
The breakdown of other expenses presented in the Consolidated Statement of Comprehensive Income is
as follows
| 31 January | |
| 2025 | |
| Total | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | Total |
| | \u00a3 |
| Administration fees | (226,571) | (223,806) |
| Directors\u2019 and officers\u2019 insurance | (27,722) | (27,993) |
| Professional fees | (108,504) | (145,363) |
| Board meeting and travel expenses | (1,967) | (1,639) |
| Auditors\u2019 remuneration | (79,200) | (81,200) |
| Interim review remuneration* | (24,600) | (26,350) |
| Bank charges | (1,380) | (1,404) |
| Foreign exchange movement | (1,667) | (1,137) |
| Nominated advisor and broker fees | (58,661) | (55,001) |
| Listing fees | (56,622) | (53,472) |
| Sundry expenses | (18,592) | (18,310) |
| Other expenses | (605,486) | (635,675) |
* This relates to the interim review of the half yearly financial report which was performed by the auditors.
9 Taxation
The Company is a tax resident of Jersey and is subject to 0 per cent. corporation tax (2024: 0 per cent.).
ESO Alternative Investments LP is transparent for tax purposes.
ESO Investments 1 Limited and ESO Investments 2 Limited are tax resident in Jersey and are subject to 0 per cent.
(2024: 0 per cent.) corporation tax.
10 Dividends paid and proposed
No dividends were paid or proposed for the year ended 31 January 2025 (2024: \u00a3nil).
11 Investments at fair value through profit or loss
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Investments at fair value through profit and loss* | 100,502,430 | 100,722,039 |
| | 100,502,430 | 100,722,039 |
Investments roll forward schedule
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Investments at fair value at 1 February | 100,722,039 | 100,412,977 |
| Purchase of investments | 4,605,969 | 3,350,000 |
| Proceeds from investments | (8,268,610) | (6,425,542) |
| Net fair value movements | 3,443,032 | 3,384,604 |
| Investments at fair value | 100,502,430 | 100,722,039 |
* Comprises Subsidiaries stated at fair value in accordance with accounting policy set out in note 3(a) (ESO Investments 1
Limited, ESO Investments 2 Limited and ESO Alternative Investments LP).
Discussion of the performance of individual investments is presented in the Chairman\u2019s Statement and the
Investments Advisor\u2019s Report.
12 Fair value of financial instruments
The Company determines the fair value of financial instruments with reference to IPEV guidelines and the valuation
principles of IFRS 13 (Fair Value Measurement). The Company measures fair value using the IFRS 13 fair value
hierarchy, which reflects the significance and certainty of the inputs used in deriving the fair value of an asset:
\u2022 Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments;
\u2022 Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as
prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted market
prices in active markets for similar instruments, quoted prices for identical or similar instruments in markets
that are considered less than active or other valuation techniques in which all significant inputs are directly or
indirectly observable from market data;
\u2022 Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs not based on observable data and the unobservable inputs have a significant effect on
the instrument\u2019s valuation. This category includes instruments that are valued based on quoted prices for
similar instruments but for which significant unobservable adjustments or assumptions are required to reflect
differences between the instruments.
The Investment Advisor undertakes the valuation of financial instruments required for financial reporting purposes.
Recommended valuations are reviewed and approved by the Investment\u2019s Advisor\u2019s Valuation Committee for
circulation to the Company\u2019s Board. The Audit and Risk Committee of the Company\u2019s Board meets at least
once every six months, in line with the Company\u2019s semi-annual reporting periods, to review the recommended
valuations and approve final valuations for adoption in the Company\u2019s financial statements.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred.
Valuation framework
The Company employs the valuation framework detailed below with respect to the measurement of fair values.
A valuation of the Company\u2019s investments held via its Subsidiaries are prepared by the Investment Advisor with
reference to IPEV guidelines and the valuation principles of IFRS 13 (Fair Value Measurement). The Investment
Advisor recommends these valuations to the Board of Directors. The Audit and Risk Committee of the Company\u2019s
Board considers the valuations recommended by the Investment Advisor, determines any amendments required
and thereafter adopts the fair values presented in the Company\u2019s financial statements. Changes in the fair value of
financial instruments are recorded in the Consolidated Statement of Comprehensive Income in the line item \u201cNet
fair value movement on investments\u201d.
Quoted investments
Quoted investments traded in an active market are classified as Level 1 in the IFRS 13 fair value hierarchy. The
investment in Luceco is a Level 1 asset. For Level 1 assets, the holding value is calculated from the closing price
on the relevant exchange at the measurement date.
Quoted investments traded in markets that are considered less than active are classified as Level 2 in the IFRS 13
fair value hierarchy. The Company does not hold any investment that are considered as Level 2 assets.
Unquoted private equity investments and unquoted fund investments
Private equity investments and fund investments are classified as Level 3 in the IFRS 13 fair value hierarchy. The
investments in Whittard, David Phillips, Rayware, Denzel\u2019s, Pharmacy2U, European Capital Private Debt Fund LP,
EPIC Atlantic Credit Opportunities DAC, and EAC Sponsor Limited are considered to be Level 3 assets. Various
valuation techniques may be applied in determining the fair value of investments held as Level 3 in the fair
value hierarchy;
\u2022 For underperforming assets, net asset or liquidation valuation is considered more applicable, in particular
where the business\u2019 performance be contingent on shareholder financial support;
\u2022 For performing assets, market approach is considered to be the most appropriate with a specific focus on
trading comparables, applied on a forward basis. Transaction comparables, applied on a historic basis may
also be considered. The financial metric to which the multiple is applied will depend on the stage of the
company and the sector in which it operates. Typically, mature companies will be valued on the basis of an
EBITDA multiple, while growth companies will be valued on the basis of a sales multiple;
\u2022 For assets managed and valued by third-party managers, the valuation methodology of the third-party
manager is reviewed. If deemed appropriate and consistent with reporting standards, the valuation prepared
by the third-party manager will be used.
The Investment Advisor believe that it is appropriate to apply an illiquidity discount to the multiples of comparable
companies when using them to calculate valuations for small, private companies. This discount adjusts for the
difference in size between generally larger comparable companies and the smaller assets being valued. The
illiquidity discount also considers the premium the market gives to comparable companies for being freely
traded or listed securities. The Investment Advisor has determined between 15 per cent. and 25 per cent. to be
an appropriate illiquidity discount with reference to market data and transaction multiples seen in the market in
which the Investment Advisor operates.
Where portfolio investments are held through subsidiary holding companies, the net assets of the holding
company are added to the value of the portfolio investment being assessed to derive the fair value of the holding
company held by the Company.
Fair value hierarchy \u2013 Financial instruments measured at fair value
The Company\u2019s investments in the Subsidiaries at 31 January 2025 are classified as Level 3 (in line with 31 January
2024), given the variation in classification of the underlying assets. The Company values these investments on the
basis of the net asset value of these holdings.
The table below analyses the underlying investments held by the Subsidiaries measured at fair value at the
reporting date by the level in the fair value hierarchy into which the fair value measurement is categorised. The
Board assesses the fair value of the total investment, which includes debt and equity.
The tables below show the gross amount and the net amount of all investments held via the Subsidiaries per the
fair value hierarchy. The net amount includes an accrual for the profit share explained in Note 5.
| 31 January 2025 | | | |
| Level 1 | | |
| \u00a3 | | |
| | Level 3 | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets at fair value through profit or loss | | | |
| Unquoted private equity investments (including debt) | \u2013 | 61,087,242 | 61,087,242 |
| Fund investments | \u2013 | 136,460 | 136,460 |
| Quoted investments | 55,835,888 | \u2013 | 55,835,888 |
| Investments at fair value through profit or loss | 55,835,888 | 61,223,702 | 117,059,590 |
| Other asset and liabilities (held at cost) | | | |
| \u2013 | \u2013 | |
| | | 1,269,912 |
| Performance fee adjustment | (10,466,584) | (7,360,488) | (17,827,072) |
| Total | | | |
| 45,369,304 | 53,863,214 | 100,502,430 |
| 31 January 2024 | | | |
| Level 1 | | |
| \u00a3 | | |
| | Level 2 | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets at fair value through profit or loss | | | |
| Unquoted private equity investments (including debt) | \u2013 | 59,103,536 | 59,103,536 |
| Fund investments | \u2013 | 451,348 | 451,348 |
| Quoted investments | 48,865,293 | 5,262,427 | 54,127,720 |
| Investments at fair value through profit or loss | 48,865,293 | 64,817,311 | 113,682,604 |
| Other asset and liabilities (held at cost) | \u2013 | \u2013 | 1,127,547 |
| Performance fee adjustment | (8,732,750) | (5,355,362) | (14,088,112) |
| Total | 40,132,543 | 59,461,949 | 100,722,039 |
The following table, detailing the value of portfolio investments only, shows a reconciliation of the opening balances
to the closing balances for fair value measurements in Level 3 of the fair value hierarchy for the underlying
investments held by the Subsidiaries.
| Unquoted investments (including debt) | | |
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Balance as at 1 February | 59,461,949 | 50,568,639 |
| Additional investments | 4,605,969 | 3,350,000 |
| Capital distributions from investments | (5,986,417) | (2,694,081) |
| Transfer to Level 3 investments | \u2013 | 5,495,557 |
| Change in fair value through profit & loss | (4,218,287) | 2,741,834 |
| Balance as at 31 January | 53,863,214 | |
| | 59,461,949 |
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs used at 31 January 2025 in measuring
financial instruments categorised as Level 3 in the fair value hierarchy.
| Description | | |
| Fair value at | |
| 31\ue1a4January | |
| 2025 | |
| \u00a3 | Significant unobservable inputs |
| Unquoted private equity investments (including debt) | 53,726,754 | Sales / EBITDA multiple |
| Fund investments | 136,460 | Reported net asset value |
Significant unobservable inputs are developed as follows:
\u2022 Trading comparable multiple: valuation multiples used by other market participants when pricing comparable
assets. Relevant comparable assets are selected from public companies determined to be proximate to the
investment based on similarity of sector, size, geography or other relevant factors. The valuation multiple for a
comparable company is determined by calculating the enterprise value of the company implied by its market
price as at the reporting date and dividing by the relevant financial metric (sales or EBITDA). An illiquidity
discount may be applied to trading comparable multiples to reflect the impact on valuation of differences in
scale and profile to the company subject to valuation.
\u2022 Reported net asset value: for assets managed and valued by a third-party, the manager provides periodic
valuations of the investment. The valuation methodology of the third-party manager is reviewed. If deemed
appropriate and consistent with reporting standards, the Board will adopt the valuation prepared by the third-
party manager. Adjustments are made to third-party valuations where considered necessary to arrive at the
Director\u2019s estimate of fair value.
\u2022 Liquidation value: for underperforming assets, the Investment Advisor considers the value recovered in the
event of a liquidation of the asset an appropriate fair value for the asset.
Although management believes that its estimates of fair value are appropriate, the use of different methodologies
or assumptions could lead to different measurements of fair value. For fair value measurements of Level 3 assets,
changing one or more of the assumptions used to reasonably possible alternative assumptions would have the
following effects on the Level 3 investment valuations:
\u2022 For the Company\u2019s investment in mature Level 3 assets, the valuations used in the preparation of the financial
statements imply an average EV to EBITDA multiple of 7.8x (weighted by each asset\u2019s total valuation) (2024:
7.2x). The key unobservable inputs into the preparation of the valuation of mature Level 3 assets was the
EBITDA multiple applied to the asset\u2019s financial forecasts. A sensitivity of 25 per cent. has been applied to
these multiples, in line with the maximum liquidity discount employed in the valuations. If these inputs had
been taken to be 25 per cent. higher, the value of the Level 3 assets and profit for the year would have been
\u00a315,668,759 higher. If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and
profit for the year would have been \u00a315,725,658 lower. A corresponding increase or decrease in the asset\u2019s
financial forecasts would have a similar impact on the Company\u2019s assets and profit.
\u2022 For the Company\u2019s investment in growth Level 3 assets, the valuations used in the preparation of the financial
statements imply an average EV to sales multiple of 1.8x (weighted by each asset\u2019s total valuation) (2024:
1.5x). The key unobservable inputs into the preparation of the valuation of growth Level 3 assets were the
sales multiple applied to the asset\u2019s financial forecasts. A sensitivity of 25 per cent. has been applied to these
multiples, in line with the maximum liquidity discount employed in the valuations. If these inputs had been
taken to be 25 per cent. higher, the value of the Level 3 assets and profit for the year would not be impacted.
If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and profit for the year
would not be impacted. A corresponding increase or decrease in the asset\u2019s financial forecasts would have a
similar impact on the Company\u2019s assets and profit.
Classification of financial assets and liabilities
The table below sets out the classifications of the carrying amounts of the Company\u2019s financial assets and liabilities
into categories of financial instruments.
| 31 January 2025 | | | |
| At fair | | |
| value | | |
| \u00a3 | | |
| | At amortised | |
| | cost | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets | | | |
| Investments at fair value through profit or loss | 100,502,430 | \u2013 | 100,502,430 |
| Cash and cash equivalents | \u2013 | 11,069,366 | 11,069,366 |
| 100,502,430 | 11,069,366 | 111,571,796 |
| Financial liabilities | | | |
| Trade and other payables | \u2013 | 653,033 | 653,033 |
| Unsecured loan note instruments* | \u2013 | 3,987,729 | 3,987,729 |
| Zero dividend preference shares** | \u2013 | 11,030,633 | 11,030,633 |
| \u2013 | 15,671,395 | 15,671,395 |
| 31 January 2024 | | | |
| At fair | | |
| value | | |
| \u00a3 | | |
| | At amortised | |
| | cost | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets | | | |
| Investments at fair value through profit or loss | 100,722,039 | \u2013 | 100,722,039 |
| Cash and cash equivalents | \u2013 | 14,462,495 | 14,462,495 |
| 100,722,039 | 14,462,495 | 115,184,534 |
| Financial liabilities | | | |
| Trade and other payables | \u2013 | 676,284 | 676,284 |
| Unsecured loan note instruments* | \u2013 | 3,987,729 | 3,987,729 |
| Zero dividend preference shares** | | | |
| \u2013 | 13,714,191 | 13,714,191 |
| \u2013 | 18,378,204 | 18,378,204 |
* The Directors consider that the fair value of the unsecured loan note instruments is the same as its carrying value.
** The Directors consider that the fair value of the zero dividend preference shares is \u00a311,020,000 (2024: \u00a312,812,500) calculated
on the basis of the quoted price of the instrument on the London Stock Exchange of 116.00 pence as at 31 January 2025
(2024: 102.50 pence).
13 Cash and cash equivalents
| 2025 | |
| \u00a3 | |
| | 2024 |
| | \u00a3 |
| Current and call accounts | 11,069,366 | 14,462,495 |
| 11,069,366 | 14,462,495 |
The current and call accounts have been classified as cash and cash equivalents in the Consolidated Statement
of Cash Flows.
14 Trade and other payables
| 2025 | |
| \u00a3 | |
| | 2024 |
| | \u00a3 |
| Trade payables | 38,921 | 91,297 |
| Accrued administration fee | 35,988 | 36,330 |
| Accrued audit fee | 45,465 | 20,918 |
| Accrued professional fee | 33,490 | 29,272 |
| Accrued investment advisor fees | 482,435 | 484,400 |
| Accrued Directors\u2019 fees | 14,334 | 11,667 |
| Other payables | 2,400 | 2,400 |
| Total | 653,033 | 676,284 |
15 Liabilities
Unsecured Loan Notes (\u201cULN\u201d)
The Company has issued ULN\u2019s that are redeemable on 24 July 2025, following the extension of their maturity in
July 2024. The Company\u2019s ULN\u2019s are quoted on the Growth Market of the Aquis Stock Exchange. The interest rate
for the period is 8.0 per cent per annum. At 31 January 2025, \u00a33,987,729 (2024: \u00a33,987,729) of ULNs in principal
amount were outstanding. Issue costs totalling \u00a3144,236 have been offset against the value of the loan note
instrument and have been amortised over the period to 24 July 2022. The carrying value of the ULNs in issue at
the year end was \u00a33,987,729 (2024: \u00a33,987,729). The total interest expense for the ULNs for the year is \u00a3319,018
(2024: \u00a3309,049). The carrying value of the ULN is presented under current liabilities in the current period as they
are redeemable within 12-month period from the Consolidated Statement of Assets and Liabilities date. The ULN
has in place Financial Covenants including an Interest Coverage Test (that the ratio of cash and cash equivalents
to interest payable is greater than or equal to 6:1) and a Gross Asset Test (that the ratio of gross asset value to
financial indebtedness of the Company is greater than or equal to 2:1). The Covenants have been met for the years
ended 31 January 2025 and 31 January 2024.
Zero Dividend Preference Shares (\u201cZDP Shares\u201d)
On 17 December 2021 the Company issued 20,000,000 ZDP Shares at a price of \u00a31 per share, raising \u00a320,000,000.
The Company\u2019s ZDP shares are admitted to trade on the main market of the London Stock Exchange (non-equity
shares and non-voting equity shares, formerly standard listing (shares)). The ZDP Shares will not pay dividends
but have a final capital entitlement at maturity on 16 December 2026 of 129.14 pence per ZDP Share. It should be
noted that the predetermined capital entitlement of a ZDP Share is not guaranteed and is dependent upon the
Company\u2019s gross assets being sufficient on 16 December 2026 to meet the final capital entitlement. Under IAS 32
\u2013 Financial Instruments: Presentation, the ZDP Shares are classified as financial liabilities and are held at amortised
cost. Issue costs totalling \u00a3573,796 have been offset against the value of the ZDP Shares and are being amortised
over the life of the instrument. In December 2024, the Company completed the repurchase of 3,000,000 ZDP
shares, which are held in treasury. Following this buyback, the Company has 9,500,000 ZDP shares remaining
in issue. The total issue costs expensed in the year ended 31 January 2025 was \u00a369,088 (2024: \u00a3115,359). The
carrying value of the ZDP Shares in issue at the year-end was \u00a311,030,633 (2024: \u00a313,714,191). The total finance
charge for the ZDP Shares for the year is \u00a3789,942 (2024: \u00a3868,190). This includes the ZDP Share finance charge
and the amortisation of the Issue costs.
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Balance as at 1 February | 13,714,191 | 20,721,001 |
| ZDP non cash charge | 789,942 | 945,348 |
| Buyback of ZDP shares | (3,473,500) | (7,952,158) |
| Total | 11,030,633 | 13,714,191 |
16 Share capital
| 2025 | | | |
| Number | | | |
| | 2025 | | |
| | \u00a3 | | |
| | | 2024 | |
| | | Number | |
| | | | 2024 |
| | | | \u00a3 |
| Authorised share capital | | | | |
| Ordinary shares of 5p each | 45,000,000 | 2,250,000 | 45,000,000 | 2,250,000 |
| Called up, allotted and fully paid | | | | |
| Ordinary shares of 5p each | 34,616,554 | 1,730,828 | 34,616,554 | 1,730,828 |
| Ordinary shares of 5p each held in treasury | (5,314,707) | \u2013 | (4,739,707) | \u2013 |
| | 29,301,847 | 1,730,828 | 29,876,847 | 1,730,828 |
| Share Premium | \u2013 | 13,619,627 | \u2013 | 13,619,627 |
No shares were issued during the year ended 31 January 2025 and year ended 31 January 2024.
During the year ended 31 January 2025, the Company repurchased 575,000 shares into treasury (2024: transferred
211,868 out of treasury to the Trust) with a total value of \u00a3872,064 (2024: \u00a3350,006). These shares are held as
treasury shares.
During the year ended 31 January 2025, the Trust purchased 286,781 shares (2024: 301,684 shares) with a total
value of \u00a3474,076 (2024: \u00a3525,920). 163,513 shares vested to Participants in the year ended 31 January 2025
(2024: 257,061). At 31 January 2025 1,669,961 shares were held by the Trust (2024: 1,546,693) (see note 7).
17 Basic and diluted profit / (loss) per share (pence)
Basic profit per share for the year ended 31 January 2025 is 0.29 pence (2024: basic loss per share of 1.39 pence).
This is calculated by dividing the profit of the Group for the year attributable to the ordinary shareholders of
\u00a381,624 (2024: loss of \u00a3396,462) divided by the weighted average number of shares outstanding, excluding the
shares of the EBT subsidiary, during the year of 28,069,697 (2024: 28,469,486 shares). The basic loss per share
for the year ended 31 January 2024 has been restated to exclude the shares of the EBT subsidiary from the
weighted average number of outstanding shares so that it is consistent with the calculation for the year ended
31 January 2025.
Diluted profit per share for the year ended 31 January 2024 is 0.27 pence (2024: diluted loss per share of
1.33 pence). This is calculated by dividing the profit of the Group for the year attributable to ordinary shareholders
of \u00a381,624 (2023: loss of \u00a3396,462) divided by the weighted average number of shares outstanding, including the
shares of the EBT subsidiary, during the year of 29,735,363 (2024: 29,832,732 shares).
18 NAV per share (pence)
The Group\u2019s NAV per share of 327.52 pence (2024: 324.26 pence) is based on the net assets of the Group at the
year-end of \u00a395,968,629 (2024: \u00a396,879,976) divided by the outstanding shares of 29,301,847 (2024: 29,876,847).
The shares of the EBT subsidiary are included in the outstanding shares when calculating the Company\u2019s NAV per
share to ensure that the NAV per share is stable in the event of share purchases made by the EBT subsidiary or
the vesting of shares of the EBT subsidiary.
19 Net cash used in operating activities
Reconciliation of profit before finance cost and tax to net cash used in operating activities:
| 2025 | |
| Group | |
| \u00a3 | |
| | 2024 |
| | Group |
| | \u00a3 |
| Profit / (loss) for the year before taxation | 81,624 | (396,462) |
| Adjustments for non-cash income / expense | | |
| Net fair value movement on investments | (3,443,032) | (3,384,604) |
| Interest on unsecured loan note instruments | 319,018 | 309,049 |
| Zero dividend preference shares finance charge | 789,942 | 868,190 |
| Loss before finance cost | (2,252,448) | (2,603,827) |
| Adjustments: | | |
| Share-based payment expense | 308,433 | 339,593 |
| Purchase of investments | (4,605,969) | (3,350,000) |
| Proceeds from investments | 8,268,610 | 6,425,542 |
| 1,718,626 | 811,308 |
| Working capital changes | | |
| Movement in trade and other receivables and prepayments | 5,418 | 14,253 |
| Movement in trade and other payables | (23,251) | 79,494 |
| Non-cash items | | |
| Effect of exchange rate fluctuations on cash and cash equivalents | 845 | 1,294 |
| Net cash generated from operating activities | 1,701,638 | 906,349 |
20 Financial instruments
The Company\u2019s financial instruments comprise:
\u2022 Investments in listed and unlisted companies held by Subsidiaries, comprising equity and loans
\u2022 Cash and cash equivalents, ZDP shares and unsecured loan note instruments; and
\u2022 Accrued interest and trade and other receivables, accrued expenses and trade and other payables.
Financial risk management objectives and policies
The main risks arising from the Company\u2019s financial instruments are liquidity risk, credit risk, market price risk and
interest rate risk. None of those risks are hedged. These risks arise through directly held financial instruments and
through the indirect exposures created by the underlying financial instruments in the Subsidiaries. These risks are
managed by the Directors in conjunction with the Investment Advisor. The Investment Advisor is responsible for
day to day management of financial instruments in the Subsidiaries.
Capital management
The Company\u2019s capital comprises share capital, share premium and reserves and is not subject to externally
imposed capital requirements.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company\u2019s liquid assets
comprise cash and cash equivalents and trade and other receivables, which are readily realisable.
Residual contractual maturities of financial assets
| 31 January 2025 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months | | | |
| | | to 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial assets | | | | | | |
| Cash and cash equivalents | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Total | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| 31 January 2024 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months | | | |
| | | to 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial assets | | | | | | |
| Cash and cash equivalents | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Total | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
Residual contractual maturities of financial liabilities
| 31 January 2025 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months to | | | |
| | | 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial liabilities | | | | | | |
| Trade and other payables | 653,033 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Loan note instruments | \u2013 | \u2013 | 3,987,729 | \u2013 | \u2013 | \u2013 |
| Zero dividend preference | | | | | | |
| shares | \u2013 | \u2013 | \u2013 | 12,267,960 | \u2013 | \u2013 |
| Total | 653,033 | \u2013 | 3,987,729 | 12,267,960 | \u2013 | \u2013 |
| 31 January 2024 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months to | | | |
| | | 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial liabilities | | | | | | |
| Trade and other payables | 676,284 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Loan note instruments | \u2013 | \u2013 | 3,987,729 | \u2013 | \u2013 | \u2013 |
| Zero dividend preference | | | | | | |
| shares | \u2013 | \u2013 | \u2013 | 16,142,500 | \u2013 | \u2013 |
| Total | 676,284 | \u2013 | 3,987,729 | 16,142,500 | \u2013 | \u2013 |
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has
entered into with the Company.
The Company, through its interests in Subsidiaries, has advanced loans to a number of private companies
which exposes the Company to significant credit risk. The loans are advanced to unquoted private companies,
which have no credit risk rating. They are entered into as part of the investment strategy of the Company and its
Subsidiaries, and credit risk is managed by taking security where available (typically a floating charge) and the
Investment Advisor taking an active role in the management of the borrowing companies.
Although the Investment Advisor looks to set realistic repayment schedules, it does not necessarily view a
portfolio company not repaying on time and in full as \u2018underperforming\u2019 and seeks to monitor each portfolio
company on a case-by-case basis. However, in all cases the Investment Advisor reserves the right to exercise
step in rights. In addition to the repayment of loans advanced, the Company and Subsidiaries will often arrange
additional preference share structures and take significant equity stakes so as to create shareholder value. It is the
performance of the combination of all securities including third-party debt that determines the Company\u2019s view
of each investment.
At the reporting date, the Company\u2019s financial assets exposed to credit risk amounted to the following (excluding
exposure in the underlying Subsidiaries):
| 2025 | |
| \u00a3 | |
| | 2024 |
| | \u00a3 |
| Cash and cash equivalents | 11,069,366 | 14,462,495 |
| Total | 11,069,366 | 14,462,495 |
Cash balances are placed with HSBC Bank plc, Barclays Bank plc and Santander Financial Services plc, all of
which have the credit rating of A1 Stable (Moody\u2019s).
Market price risk
Market price risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market
prices (other than those arising from interest rate risk or currency risk). The Company is exposed to a market price
risk via its equity investments held through its interests in Subsidiaries, which are stated at fair value.
Market price risk sensitivity
The Company is exposed to market price risk with regard to its underlying equity interests in a number of quoted
and unquoted companies which are stated at fair value. Luceco plc was quoted on the Main Market of the London
Stock Exchange at 31 January 2025.
If Luceco plc\u2019s share price had been 5.0 per cent. higher than actual close of market on 31 January 2025, EPE
Special Opportunities Limited\u2019s NAV per share would have been 2.3 per cent. (2024: 2.0 per cent.) higher than
reported. If Luceco\u2019s share price had been 5.0 per cent. lower than actual close of market on 31 January 2025,
EPE Special Opportunities Limited\u2019s NAV per share would have been 2.3 per cent. (2024: 2.0 per cent.) lower than
reported. These movements would have had a corresponding effect on the profit for the year.
Interest rate risk
The Company is exposed to interest rate risk through its unsecured loan note instruments and on its cash
balances. Most of the loans are at fixed rates. Cash balances earn interest at variable rates. The unsecured loan
note instruments carry fixed interest rates.
The table below summarises the Company\u2019s exposure to interest rate risks. It includes the Company\u2019s financial
assets and liabilities at the earlier of contractual re-pricing or maturity date, measured by the carrying values of
assets and liabilities:
| 31 January 2025 | | | | | | |
| Less than | | | | | |
| 1 month | | | | | |
| \u00a3 | | | | | |
| | 1 month | | | | |
| | to 1 year | | | | |
| | \u00a3 | | | | |
| | | 1 \u2013 5 years | | | |
| | | \u00a3 | | | |
| | | | Over | | |
| | | | 5 years | | |
| | | | \u00a3 | | |
| | | | | Non\u2011 | |
| | | | | interest | |
| | | | | bearing | |
| | | | | \u00a3 | |
| | | | | | Total |
| | | | | | \u00a3 |
| Assets | | | | | | |
| Receivables and cash | | | | | | |
| Cash and cash equivalents | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | 11,069,366 |
| Total financial assets | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | 11,069,366 |
| Liabilities | | | | | | |
| Financial liabilities measured at | | | | | | |
| amortised cost | | | | | | |
| Trade and other payables | \u2013 | \u2013 | \u2013 | \u2013 | (653,033) | (653,033) |
| Unsecured loan note instruments | \u2013 | (3,987,729) | \u2013 | \u2013 | \u2013 | (3,987,729) |
| Total financial liabilities | \u2013 | (3,987,729) | \u2013 | \u2013 | (653,033) | (4,640,762) |
| 31 January 2024 | | | | | | |
| Less than | | | | | |
| 1 month | | | | | |
| \u00a3 | | | | | |
| | 1 month | | | | |
| | to 1 year | | | | |
| | \u00a3 | | | | |
| | | 1 \u2013 5 years | | | |
| | | \u00a3 | | | |
| | | | Over | | |
| | | | 5 years | | |
| | | | \u00a3 | | |
| | | | | Non\u2011 | |
| | | | | interest | |
| | | | | bearing | |
| | | | | \u00a3 | |
| | | | | | Total |
| | | | | | \u00a3 |
| Assets | | | | | | |
| Receivables and cash | | | | | | |
| Cash and cash equivalents | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | 14,462,495 |
| Total financial assets | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | 14,462,495 |
| Liabilities | | | | | | |
| Financial liabilities measured at | | | | | | |
| amortised cost | | | | | | |
| Trade and other payables | \u2013 | \u2013 | \u2013 | \u2013 | (676,284) | (676,284) |
| Unsecured loan note instruments | \u2013 | (3,987,729) | \u2013 | \u2013 | \u2013 | (3,987,729) |
| Total financial liabilities | \u2013 | (3,987,729) | \u2013 | \u2013 | (676,284) | (4,664,013) |
Interest rate sensitivity
The Company is exposed to market interest rate risk via its cash balances and unsecured loan note instruments. A
sensitivity analysis has not been provided as it is not considered significant to Company performance.
Currency risk
The Group has no significant exposure to foreign currency risk.
Exposure to other market price risk
The Investment Advisor monitors the concentration of risk for equity and debt securities based on counterparties
and industries (and geographical location). The Company\u2019s underlying investments including bank deposits held
through its Subsidiaries are concentrated in the following industries.
| 2025 | |
| % | |
| | 2024 |
| | % |
| Consumer and Retail | 43 | 49 |
| Engineering, Manufacturing and Distribution | 45 | 37 |
| Bank Deposits | 12 | 14 |
| | 100 | 100 |
The Group notes that there was a concentration on the Engineering, Manufacturing and Distribution sector,
representing 45 per cent. of investments for the year ended 31 January 2025 (2024: Consumer and Retail sector
representing 49 per cent.). The Company monitors carefully the sector concentration risk across the portfolio.
Operational risk
\u2018Operational risk\u2019 is the risk of direct or indirect loss arising from a wide variety of causes associated with the
processes, technology and infrastructure supporting the Company\u2019s activities (both at the Company and at its
service providers) and from external factors (other than credit, market and liquidity risks) such as those arising
from legal and regulatory requirements and generally accepted standards of investment management behaviour.
The Company\u2019s objective is to manage operational risk so as to balance the limitation of financial losses and
damage to its reputation with achieving its investment objective of generating returns to investors.
The primary responsibility for the development and implementation of controls over operational risk rests with the
Board of Directors. This responsibility is supported by the development of overall standards for the management
of operational risk, which encompasses the controls and processes at the service providers and the establishment
of service levels with the service providers, in the following areas:
\u2022 documentation of controls and procedures;
\u2022 requirements for:
\u2013 appropriate segregation of duties between various functions, roles and responsibilities;
\u2013 reconciliation and monitoring of transactions; and
\u2013 periodic assessment of operational risk faced;
\u2022 the adequacy of controls and procedures to address the risks identified;
\u2022 compliance with regulatory and other legal requirements;
\u2022 development of contingency plans;
\u2022 training and professional development;
\u2022 ethical and business standards; and
\u2022 risk mitigation, including insurance if this is effective.
The Company\u2019s key service providers include the following:
\u2022 Administrator: Langham Hall Fund Management (Jersey) Limited
\u2022 Investment Advisor: EPIC Investment Partners LLP
\u2022 Financial Administrator: EPIC Administration Limited
\u2022 Nominated Advisor and Broker: Deutsche Numis
\u2022 Registrar and CREST Providers: Computershare Investor Services (Jersey) Limited
The Directors\u2019 assessment of the adequacy of the controls and processes in place at the service providers with
respect to operational risk is carried out via regular discussions with the service providers as well as site visits to
their offices. The Company also undertakes periodic third-party reviews of service providers\u2019 activities.
21 Directors\u2019 interests
Four of the Directors have interests in the shares of the Company as at 31 January 2025 (2024: four). Clive Spears
holds 70,520 ordinary shares (2024: 63,010). Heather Bestwick holds 58,110 ordinary shares (2024: 50,600). David
Pirouet holds 41,145 ordinary shares (2024: 33,635). Michael Gray holds 18,620 ordinary shares (2024: 11,627).
22 Related parties
The Company has no ultimate controlling party.
Directors\u2019 fees during the year amounted to \u00a3149,290 (2024: \u00a3162,474) of which \u00a314,333 is accrued as at
31 January 2025 (2024: \u00a311,667).
There were no shares re-acquired from related parties during the year ended 31 January 2025 (2024: nil). Certain
Directors of the Company and other participants are incentivised in the form of equity settled share-based
payment transactions, through a Jointly Owned Share Plan (see note 7).
Details of remuneration payable to key service providers are included in note 5 to the financial statements.
Performance fees are paid to the Investment Advisor following the realisation of the investments held by the Subsidiaries
and the accrual for this performance fee is deducted in calculating the fair value of Subsidiaries (see note 5).
In December 2021, ESO Alternative Investments LP invested \u20ac10 million into EPIC Acquisition Corp (\u201cEAC\u201d), a
special purpose acquisition company (\u201cSPAC\u201d) and EAC\u2019s sponsor, EAC Sponsor Limited (the \u201cSponsor\u201d). The
Sponsor was jointly led by the Investment Advisor and TT Bond Partners (an independent party). In February 2024,
the realisation of the investment in EPIC Acquistion Corp was completed, realising \u20ac6.2 million. The realisation
from EAC Sponsor Limited remains subject to the completion of the liquidation.
In May 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a31.5 million to reduce
Rayware\u2019s senior debt.
In June 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.4 million in Whittard. The
cash was returned by Whittard in two equal instalments of \u00a30.2 million in October 2024 and in December 2024.
In July 2024, the Company agreed the extension of the maturity of \u00a34.0 million unsecured loan notes to 24 July
2025. Delphine Brand, a Managing Partner of EPIC and a connected party of Giles Brand (a person discharging
managerial responsibilities (\u201cPDMR\u201d) for the Company), is a minority holder of the unsecured loan notes.
In October 2024, the Company through its subsidiary ESO Investments 1 Limited, invested \u00a32.0 million to reduce
Rayware\u2019s senior debt and has a \u00a31.0 million contingent guarantee outstanding to Rayware\u2019s third-party lenders
as at 31 January 2025.
In January 2025, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.7 million to reduce
David Philips\u2019s senior debt.
Giles Brand, Managing Partner of the Investment Advisor, is a director of Luceco plc and Hamsard 3145 Limited
(trading as Whittard of Chelsea).
23 Commitments and Contingencies
As at 31 January 2025, ESO Investments 1 Limited has a contingent guarantee of \u00a31.0 million outstanding (2024:
\u00a31.75 million) in favour of Rayware and its third-party debt providers.
24 Other information
The revenue and capital reserves are presented in accordance with the Board of Directors\u2019 agreed principles,
which are that the net gain / loss on investments is allocated to the capital reserve and all other income and
expenses are allocated to the revenue reserve and other equity. The total reserve of the Company for the year
ended 31 January 2025 is \u00a380,618,174 (2024: \u00a381,529,521).
25 Subsequent events
There were no subsequent events after the end of reporting period.
1 General information
On 25 July 2003, the Company was incorporated with limited liability in the Isle of Man. On 23 July 2012, the
Company then re-registered in the Isle of Man in order to bring the Company within the Isle of Man Companies
Act 2006, with registration number 008597V. On 11 September 2018, the Company re-registered under the
Bermuda Companies Act 1981, with registration number 53954. The Company moved its operations to Jersey with
immediate effect on 17 May 2017 and has subsequently operated from Jersey only.
The Company\u2019s ordinary shares are quoted on AIM, a market operated by the London Stock Exchange, and
the Growth Market of the Aquis Stock Exchange (formerly the NEX Exchange). The Company\u2019s zero dividend
preference shares are admitted to trade on the main market of the London Stock Exchange (non-equity shares
and non-voting equity shares, formerly standard listing (shares)). The Company\u2019s unsecured loan notes are quoted
on the Growth Market of the Aquis Stock Exchange.
The financial statements of the Company as at and for the year ended 31 January 2025 are available upon request
from the Company\u2019s business office at 3rd Floor, Gaspe House, 66-72 Esplanade, St Helier, Jersey, Channel
Islands, JE1 2LH and the registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda, or at
www.epespecial opportunities.com.
The Company\u2019s portfolio investments are held in two majority owned subsidiary entities, ESO Investments 1
Limited and ESO Investments 2 Limited and one wholly owned subsidiary entity, ESO Alternative Investments LP
(together the \u201cSubsidiaries\u201d). ESO Investments 1 Limited and ESO Investments 2 Limited operate out of Jersey and
ESO Alternative Investments LP operates out of the United Kingdom.
Direct interests in the individual portfolio investments are held by the following Subsidiaries;
\u2022 ESO Investment 1 Limited: Rayware, Whittard, David Phillips and Denzel\u2019s
\u2022 ESO Investments 2 Limited: Luceco and Pharmacy2U
\u2022 ESO Alternative Investments LP: European Capital Private Debt Fund LP, Atlantic Credit Opportunities DAC,
and EAC Sponsor Limited
The Company also controls the EPIC Private Equity Employee Benefit Trust (referred herein as the \u201cEBT
subsidiary\u201d), an employee benefit trust, which financial position and results are consolidated in these financial
statements (refer to Notes 3a and 7 for details). These financial statements are consolidated financial statements
of the Company and the EBT subsidiary. The Company and the EBT subsidiary are collectively referred to as the
\u201cGroup\u201d hereinafter.
The Group\u2019s primary objective is to provide long-term return on equity for its shareholders by investing between
\u00a32m and \u00a330m in small and medium sized companies.
The Group targets growth capital and buy-out opportunities, special situations and distressed transactions,
deploying capital where it believes the potential for shareholder value creation to be compelling. ESO has the
flexibility to invest in public as well as private companies and is also able to invest in Special Purpose Acquisition
Companies (\u201cSPACs\u201d) and third-party funds.
ESO will consider most industry sectors including business services, consumer and retail, financial services and
the industrials sector.
The portfolio is likely to be concentrated, numbering between two and ten assets at any one time, which allows
the Group to allocate the necessary resource to form genuinely engaged and supportive partnerships with
management teams. This active approach facilitates the delivery of truly transformational initiatives in underlying
investments during the Group\u2019s period of ownership.
The Group has no employees.
The following significant changes occurred during the year ended 31 January 2025:
\u2022 In February 2024, the realisation of the investment in EPIC Acquisition Corp was completed, realising
\u20ac6.2 million. The realisation from EAC Sponsor Limited remains subject to the completion of the liquidation.
\u2022 In May 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a31.5 million to reduce
Rayware\u2019s senior debt.
\u2022 In June 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.4 million in Whittard.
The cash was returned by Whittard in two equal instalments of \u00a30.2 million in October 2024 and in December
2024.
\u2022 In July 2024, the Company agreed the extension of the maturity of \u00a34.0 million unsecured loan notes to 24 July
2025.
\u2022 In October 2024, the Company through its subsidiary ESO Investments 1 Limited, invested \u00a32.0 million to
reduce Rayware\u2019s senior debt and ESO Investments 1 Limited provided a \u00a31.0 million contingent guarantee to
Rayware\u2019s third-party lenders as at 31 January 2025.
\u2022 In January 2025, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.7 million to
reduce David Phillips\u2019 senior debt.
\u2022 The movement in the value of investments and fair value movement are deemed as significant changes
during the period (see note 12).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory_D1871239000_CY": {
"value": "2 Basis of preparation
a. Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (\u201cIFRS Accounting Standards\u201d) and applicable legal and regulatory
requirements of Bermuda Companies Act 1981. The following accounting policies have been adopted and applied
consistently. The financial statements comply with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IASB).
b. Basis of measurement
The financial statements have been prepared on the historical cost convention except for financial instruments at
fair value through profit or loss which are measured at fair value (note 12). Several new standards and interpretations
have been published that are not mandatory for 31 January 2024 reporting periods and earlier application is
permitted; however, the Group has not adopted early the new or amended standards in preparing these financial
statements. The Directors do not expect the adoption of the standards and interpretations to have a material
impact on the Group\u2019s financial statements in the period of initial application. The following are amendments that
the Group has decided not to adopt early:
\u2022 Standards and amendments to existing standards effective 1 January 2024
There are no standards, amendments to standards or interpretations that are effective for annual periods
beginning on 1 January 2024 that have a material effect on the financial statements of the Group.
\u2022 New standards, amendments and interpretations effective after 1 January 2024 and have not been early adopted
A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2024, and have not been early adopted in preparing these financial statements.
None of these are expected to have a material effect on the financial statements of the Group.
c. Functional and presentation currency
These financial statements are presented in Sterling, which is the Group\u2019s functional and presentation currency. All
financial information presented in Sterling has been rounded to the nearest pound.
\u2018Functional currency\u2019 is the currency of the primary economic environment in which the Group operates. The
expenses (including investment advisory and administration fees) and investments are denominated and paid in
Sterling. Accordingly, management has determined that the functional currency of the Group is Sterling.
A foreign currency transaction is recorded initially at the rate of exchange at the date of the transaction. Assets
and liabilities are translated from foreign currency to the functional currency at the closing rate at the end of the
reporting period. The resulting gains or losses are included in the Consolidated Statement of Comprehensive
Income.
d. Use of estimates and judgements
The preparation of financial statements in conformity with IFRS Accounting Standards require the Directors and
the Investment Advisor to make judgements, estimates and assumptions that affect the application of policies and
the reported amounts of assets and liabilities, income and expense. The estimates and associated assumptions
are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. The Directors have, to the best of their ability, provided
as true and fair a view as is possible. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
Critical accounting estimates and assumptions made by Directors and the Investment Advisor in the application
of IFRS Accounting Standards that have a significant effect on the financial statements and estimates with a
significant risk of material adjustments in the year relate to the determination of fair value of financial instruments
with significant unobservable inputs (see note 12).
The critical judgements made by the Directors and the Investment Advisor in preparing these financial
statements are:
\u2022 Classification of the zero dividend preference share as a non-current liability in the Consolidated Statement
of Assets and Liabilities. The zero dividend preference shares meet the definition of a non-current liability as
detailed in note 3(m). Please refer to note 15 for further details.
\u2022 Categorisation of ESO Alternative Investments LP, ESO Investments 1 Limited and ESO Investments 2 Limited
as Subsidiaries. The Company is deemed to have control over these Subsidiaries. Please refer to note 3(a)
for details.
e. Unconsolidated structured entities
The Company invests in portfolio investments through its Subsidiaries. See note 3(a) for an explanation of why
these entities are considered controlled subsidiary investments. The purpose of the Subsidiaries is to hold
investments. The Subsidiaries meet the definition of unconsolidated structured entities under IFRS 12. There are
letters of support in place between the Company and ESO Investments 1 Limited and ESO Investments 2 Limited
for the payment of expenses. ESO Alternative Investments LP pays its own expenses.
The total fair value of the Subsidiaries, and the amount recognised in the Company\u2019s financial statements (as
investments at fair value) is \u00a3100,502,430 (2024: \u00a3100,722,039).
In respect of ESO Alternative Investments LP, the Company has 100% beneficial ownership of the entity.
In respect of ESO Investments 1 Limited, the Company has 80% beneficial ownership of the entity.
In respect of ESO Investments 2 Limited, the Company has 80% beneficial ownership of the entity.
There are no restrictions on the ability of the above Subsidiaries to transfer funds to the Company in the form of
cash dividends or loan repayments.
The Company\u2019s maximum exposure to loss from its interest in its Subsidiaries is equal to the total fair value of its
investment in its Subsidiaries.
The Company\u2019s Subsidiaries invest in quoted and unquoted securities, in line with the Company\u2019s investment policy.
The value of these investments may be impacted by market price risk arising from uncertainty about the future
market value of these holdings as well as the risk of underperformance of the underlying portfolio companies.
The exposure to investments in Subsidiaries measured at fair value is disclosed in the following table :
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| ESO Investments 1 Limited | 51,555,286 | 52,200,243 |
| ESO Investments 2 Limited | 48,805,719 | 42,722,072 |
| ESO Alternative Investments LP | 141,425 | 5,799,724 |
| 100,502,430 | 100,722,039 |
During the year ended 31 January 2025 total net profit incurred on the fair value movement on investments in
Subsidiaries was \u00a33,443,032 (2024: \u00a33,384,604) (as set out in note 11).
f. Going concern
The Group\u2019s management has assessed the Group\u2019s ability to continue as a going concern and is satisfied that
the Group has adequate resources to continue in business for at least twelve months from the date of approval
of financial statements. Furthermore, the management is not aware of any material uncertainties that may cast
significant doubt upon the Group\u2019s ability to continue as a going concern. Therefore, the financial statements
continue to be prepared on the going concern basis.
a. Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (\u201cIFRS Accounting Standards\u201d) and applicable legal and regulatory
requirements of Bermuda Companies Act 1981. The following accounting policies have been adopted and applied
consistently. The financial statements comply with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IASB).
",
"dimensions": {
"concept": "ifrs-full:StatementOfIFRSCompliance",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfFunctionalCurrency_D19215986_CY": {
"value": "c. Functional and presentation currency These financial statements are presented in Sterling, which is the Group\u2019s functional and presentation currency. All financial information presented in Sterling has been rounded to the nearest pound.\u2018Functional currency\u2019 is the currency of the primary economic environment in which the Group operates. The expenses (including investment advisory and administration fees) and investments are denominated and paid in Sterling. Accordingly, management has determined that the functional currency of the Group is Sterling.A foreign currency transaction is recorded initially at the rate of exchange at the date of the transaction. Assets and liabilities are translated from foreign currency to the functional currency at the closing rate at the end of the reporting period. The resulting gains or losses are included in the Consolidated Statement of Comprehensive Income.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfFunctionalCurrency",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfPresentationCurrency_D1511139650_CY": {
"value": "c. Functional and presentation currency These financial statements are presented in Sterling, which is the Group\u2019s functional and presentation currency. All financial information presented in Sterling has been rounded to the nearest pound.\u2018Functional currency\u2019 is the currency of the primary economic environment in which the Group operates. The expenses (including investment advisory and administration fees) and investments are denominated and paid in Sterling. Accordingly, management has determined that the functional currency of the Group is Sterling.A foreign currency transaction is recorded initially at the rate of exchange at the date of the transaction. Assets and liabilities are translated from foreign currency to the functional currency at the closing rate at the end of the reporting period. The resulting gains or losses are included in the Consolidated Statement of Comprehensive Income.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfPresentationCurrency",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D1344830236_CY": {
"value": "d. Use of estimates and judgements
The preparation of financial statements in conformity with IFRS Accounting Standards require the Directors and
the Investment Advisor to make judgements, estimates and assumptions that affect the application of policies and
the reported amounts of assets and liabilities, income and expense. The estimates and associated assumptions
are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. The Directors have, to the best of their ability, provided
as true and fair a view as is possible. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
Critical accounting estimates and assumptions made by Directors and the Investment Advisor in the application
of IFRS Accounting Standards that have a significant effect on the financial statements and estimates with a
significant risk of material adjustments in the year relate to the determination of fair value of financial instruments
with significant unobservable inputs (see note 12).
The critical judgements made by the Directors and the Investment Advisor in preparing these financial
statements are:
\u2022 Classification of the zero dividend preference share as a non-current liability in the Consolidated Statement
of Assets and Liabilities. The zero dividend preference shares meet the definition of a non-current liability as
detailed in note 3(m). Please refer to note 15 for further details.
\u2022 Categorisation of ESO Alternative Investments LP, ESO Investments 1 Limited and ESO Investments 2 Limited
as Subsidiaries. The Company is deemed to have control over these Subsidiaries. Please refer to note 3(a)
for details.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfUnconsolidatedStructuredEntitiesExplanatory_D927661368_CY": {
"value": "e. Unconsolidated structured entities
The Company invests in portfolio investments through its Subsidiaries. See note 3(a) for an explanation of why
these entities are considered controlled subsidiary investments. The purpose of the Subsidiaries is to hold
investments. The Subsidiaries meet the definition of unconsolidated structured entities under IFRS 12. There are
letters of support in place between the Company and ESO Investments 1 Limited and ESO Investments 2 Limited
for the payment of expenses. ESO Alternative Investments LP pays its own expenses.
The total fair value of the Subsidiaries, and the amount recognised in the Company\u2019s financial statements (as
investments at fair value) is \u00a3100,502,430 (2024: \u00a3100,722,039).
In respect of ESO Alternative Investments LP, the Company has 100% beneficial ownership of the entity.
In respect of ESO Investments 1 Limited, the Company has 80% beneficial ownership of the entity.
In respect of ESO Investments 2 Limited, the Company has 80% beneficial ownership of the entity.
There are no restrictions on the ability of the above Subsidiaries to transfer funds to the Company in the form of
cash dividends or loan repayments.
The Company\u2019s maximum exposure to loss from its interest in its Subsidiaries is equal to the total fair value of its
investment in its Subsidiaries.
The Company\u2019s Subsidiaries invest in quoted and unquoted securities, in line with the Company\u2019s investment policy.
The value of these investments may be impacted by market price risk arising from uncertainty about the future
market value of these holdings as well as the risk of underperformance of the underlying portfolio companies.
The exposure to investments in Subsidiaries measured at fair value is disclosed in the following table :
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| ESO Investments 1 Limited | 51,555,286 | 52,200,243 |
| ESO Investments 2 Limited | 48,805,719 | 42,722,072 |
| ESO Alternative Investments LP | 141,425 | 5,799,724 |
| 100,502,430 | 100,722,039 |
During the year ended 31 January 2025 total net profit incurred on the fair value movement on investments in
Subsidiaries was \u00a33,443,032 (2024: \u00a33,384,604) (as set out in note 11).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfUnconsolidatedStructuredEntitiesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D475374061_CY": {
"value": "f. Going concern
The Group\u2019s management has assessed the Group\u2019s ability to continue as a going concern and is satisfied that
the Group has adequate resources to continue in business for at least twelve months from the date of approval
of financial statements. Furthermore, the management is not aware of any material uncertainties that may cast
significant doubt upon the Group\u2019s ability to continue as a going concern. Therefore, the financial statements
continue to be prepared on the going concern basis.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfMaterialAccountingPolicyInformationExplanatory_D1984247202_CY": {
"value": "3 Material accounting policy information
a. Subsidiaries and consolidation
The Company has subsidiaries which have been determined to be controlled subsidiary investments. Controlled
subsidiary investments are measured at fair value through profit or loss and are not consolidated in accordance
with IFRS 10. The fair value of controlled subsidiary investments is determined on a consistent basis to all other
investments measured at fair value through profit or loss, and as described in note 3.j.
A controlled subsidiary investment involves holding companies over which the Company has the power to govern
the financial and operating policies. These holding companies are subsidiaries that have been incorporated
for the purpose of holding underlying investments on behalf of the Company. Such holding companies have
no operations other than providing a vehicle for the acquisition, holding and onward sale of certain portfolio
investment companies. The holding companies are also reflected at its fair value, with the key fair value driver
thereof being the investment in the underlying portfolio company investments that the holding company holds
on behalf of the Company. The holding companies require no consolidation, because the holding companies are
not deemed to be providing investment related services, as defined by IFRS 10.
Where the Company is deemed to have control over an underlying portfolio company, either directly or indirectly,
and whether the control is via voting rights or through the ability to direct the relevant activities in return for
access to a significant portion of the variable gains and losses derived from those relevant activities, the Company
does not consolidate the underlying portfolio company; instead, the Company reflects its investment at fair value
through profit or loss.
The EPIC Private Equity Employee Benefit Trust (\u201cEBT Subsidiary or Trust\u201d) is treated as a subsidiary and
consolidated in the financial statements. The impact on the financial statements is immaterial. All transactions
and balances between the Company and EBT Subsidiary are eliminated on consolidation. Amounts reported in
the financial statements have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Company. Please refer to note 7 for more details.
b. Investment entity
IFRS 10: \u201cConsolidated Financial Statements\u201d, provides an exception to the consolidation requirement for entities
that meet the definition of an investment entity.
The Directors believe the Company meets the definition of an investment entity as the following conditions exist:
\u2022 The Company obtains funds from its members for the purpose of providing those members with investment
management services;
\u2022 The Company commits to its members that its business purpose is to invest funds solely for returns from
capital appreciation, investment income, or both; and
\u2022 The Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit
or loss.
c. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business and geographic
area, being arranging financing for growth, buyout and special situations investments in the United Kingdom.
Information presented to the Board of Directors for the purpose of decision making is based on this single
segment. All significant operating decisions are based upon the analysis of the Company\u2019s investments as a single
operating segment. The financial information from this segment are equivalent to the financial information of the
Company as a whole, which are evaluated on a regular basis by the Board of Directors.
d. Income
Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income
is accounted for when the right to receive such income is established.
e. Expenses
All expenses are accounted for on an accrual basis.
f. Cash and cash equivalents
Cash and cash equivalents comprise of current cash deposits with banks only. Cash equivalents are short-
term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to
insignificant risk of changes in value.
g. Finance charges
Other finance charges are recognised as an expense.
h. Trade and other payables
Trade and other payables are stated at amortised cost in accordance with IFRS 9.
i. Unsecured loan note instruments
Unsecured loan note instruments are stated at amortised cost in accordance with IFRS 9.
j. Financial assets and financial liabilities
A. Classification
Financial assets
When the Group first recognises a financial asset, it classifies it based on the business model for managing the
asset and the asset\u2019s contractual cash flow characteristics, as follows:
\u2022 Amortised cost: a financial asset is measured at amortised cost if both of the following conditions are met:
\u2013 the asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and
\u2013 the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
\u2022 Fair value through other comprehensive income: financial assets are classified and measured at fair value
through other comprehensive income if they are held in a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets.
\u2022 Fair value through profit or loss: any financial assets that are not held in one of the two business models
mentioned are measured at fair value through profit or loss.
When, and only when, the Group changes its business model for managing financial assets it must reclassify all
affected assets
Financial liabilities
All financial liabilities are measured at amortised cost, except for financial liabilities at fair value through profit or loss.
Such liabilities include derivatives (other than derivatives that are financial guarantee contracts or are designated
and effective hedging instruments), other liabilities held for trading, and liabilities that an entity designates to be
measured at fair value through profit or loss.
B. Recognition
The Group recognises financial assets and financial liabilities on the date it becomes a party to the contractual
provisions of the instrument.
C. Measurement
Equity and debt investments, including those held by Subsidiaries, are stated at fair value. Loans and Receivables
are stated at amortised cost less any impairment losses.
The Investment Advisor determines asset values using the valuation principles of IFRS 13.
\u2018Fair value\u2019 is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date in the principal or, in its absence, the most advantageous
market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Company measures the fair value of an instrument using the quoted price in an active market
for that instrument. A market is regarded as \u2018active\u2019 if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments
quoted in an active market at closing price on the relevant exchange at the measurement date.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the
use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique
incorporates all of the factors that market participants would take into account in pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period
during which the change has occurred.
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial
liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation
using the effective interest method of any difference between the initial amount recognised and the maturity
amount, minus any reduction for impairment. Financial assets that are not carried at fair value though profit and
loss are subject to an impairment test. For loans to portfolio companies the impairment test is undertaken as part
of the assessment of the fair value of the enterprise value of the related business, as described above. If expected
life cannot be determined reliably, then the contractual life is used.
D. Impairment
12-month expected credit losses
12-month expected credit losses are calculated by multiplying the probability of a default occurring in the next
12 months with the total (lifetime) expected credit losses that would result from that default, regardless of when
those losses occur. Therefore, 12-month expected credit losses represent a financial asset\u2019s lifetime expected
credit losses that are expected to arise from default events that are possible within the 12 month period following
origination of an asset, or from each reporting date for those assets in initial recognition stage.
Lifetime expected credit losses
Lifetime expected credit losses are the present value of expected credit losses that arise if a borrower defaults on
its obligation at any point throughout the term of a lender\u2019s financial asset (that is, all possible default events during
the term of the financial asset are included in the analysis). Lifetime expected credit losses are calculated based
on a weighted average of expected credit losses, with the weightings being based on the respective probabilities
of default.
E. Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition in accordance with IFRS 9.
The Company uses the weighted average method to determine realised gains and losses on derecognition. A
financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.
k. Share capital
Ordinary share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and
share options are recognised as a deduction from equity, net of any tax effects.
Repurchase of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes
directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares
are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are
sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting
surplus or deficit on the transaction is transferred to / from revenue reserves.
Capital Reserve and Revenue Reserve and other equity
The capital reserve comprises net gains and losses on investments. The revenue reserve and other equity
comprise other income and expenses plus other items recorded directly in equity (excluding items recorded as
share capital / share premium).
l. Jointly owned share plan (\u201cJOSP\u201d) and share-based payments
Directors of the Company and certain employees of the Investment Advisor (together \u201cParticipants\u201d) receive
remuneration in the form of equity-settled share-based payment transactions, through a JOSP Scheme.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value is determined
based on the share price of the equity instrument at the grant date. The fair value determined at the grant date
of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on
the Company\u2019s estimate of the number of shares that will eventually vest. The instruments are subject to a three-
year service vesting condition from the grant date, and their fair value is recognised as a share-based expense
with a corresponding increase in revenue reserves within equity over the vesting period. Contributions received
from employees as part of the JOSP arrangement are recognised directly in equity in the line share ownership
scheme participation.
The assets (other than investments in the Company\u2019s shares), liabilities, income and expenses of the Trust established
to operate the JOSP scheme are consolidated in these financial statements. Any expense incurred by the Trust are
borne by the Company. The Trust\u2019s investment in the Company\u2019s shares is deducted from shareholders\u2019 funds in the
Consolidated Statement of Asset and Liabilities as if they were treasury shares (see note 7).
m. Zero dividend preference shares (\u201cZDP\u201d)
Under IAS 32 \u2013 Financial Instruments: Presentation, the ZDP Shares are classified as financial liabilities and are held
at amortised cost. An accrual for the final capital entitlement of the ZDP Shares is included in the Consolidated
Statement of Comprehensive Income as a finance cost and is calculated using the effective interest rate method
(\u201cEIR\u201d). The costs of issue of the ZDP Shares are amortised over the period to the ZDP Share redemption date.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfBasisOfConsolidationExplanatory_D515446584_CY": {
"value": "a. Subsidiaries and consolidation
The Company has subsidiaries which have been determined to be controlled subsidiary investments. Controlled
subsidiary investments are measured at fair value through profit or loss and are not consolidated in accordance
with IFRS 10. The fair value of controlled subsidiary investments is determined on a consistent basis to all other
investments measured at fair value through profit or loss, and as described in note 3.j.
A controlled subsidiary investment involves holding companies over which the Company has the power to govern
the financial and operating policies. These holding companies are subsidiaries that have been incorporated
for the purpose of holding underlying investments on behalf of the Company. Such holding companies have
no operations other than providing a vehicle for the acquisition, holding and onward sale of certain portfolio
investment companies. The holding companies are also reflected at its fair value, with the key fair value driver
thereof being the investment in the underlying portfolio company investments that the holding company holds
on behalf of the Company. The holding companies require no consolidation, because the holding companies are
not deemed to be providing investment related services, as defined by IFRS 10.
Where the Company is deemed to have control over an underlying portfolio company, either directly or indirectly,
and whether the control is via voting rights or through the ability to direct the relevant activities in return for
access to a significant portion of the variable gains and losses derived from those relevant activities, the Company
does not consolidate the underlying portfolio company; instead, the Company reflects its investment at fair value
through profit or loss.
The EPIC Private Equity Employee Benefit Trust (\u201cEBT Subsidiary or Trust\u201d) is treated as a subsidiary and
consolidated in the financial statements. The impact on the financial statements is immaterial. All transactions
and balances between the Company and EBT Subsidiary are eliminated on consolidation. Amounts reported in
the financial statements have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Company. Please refer to note 7 for more details.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForSubsidiariesExplanatory_D2070970957_CY": {
"value": "a. Subsidiaries and consolidation
The Company has subsidiaries which have been determined to be controlled subsidiary investments. Controlled
subsidiary investments are measured at fair value through profit or loss and are not consolidated in accordance
with IFRS 10. The fair value of controlled subsidiary investments is determined on a consistent basis to all other
investments measured at fair value through profit or loss, and as described in note 3.j.
A controlled subsidiary investment involves holding companies over which the Company has the power to govern
the financial and operating policies. These holding companies are subsidiaries that have been incorporated
for the purpose of holding underlying investments on behalf of the Company. Such holding companies have
no operations other than providing a vehicle for the acquisition, holding and onward sale of certain portfolio
investment companies. The holding companies are also reflected at its fair value, with the key fair value driver
thereof being the investment in the underlying portfolio company investments that the holding company holds
on behalf of the Company. The holding companies require no consolidation, because the holding companies are
not deemed to be providing investment related services, as defined by IFRS 10.
Where the Company is deemed to have control over an underlying portfolio company, either directly or indirectly,
and whether the control is via voting rights or through the ability to direct the relevant activities in return for
access to a significant portion of the variable gains and losses derived from those relevant activities, the Company
does not consolidate the underlying portfolio company; instead, the Company reflects its investment at fair value
through profit or loss.
The EPIC Private Equity Employee Benefit Trust (\u201cEBT Subsidiary or Trust\u201d) is treated as a subsidiary and
consolidated in the financial statements. The impact on the financial statements is immaterial. All transactions
and balances between the Company and EBT Subsidiary are eliminated on consolidation. Amounts reported in
the financial statements have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Company. Please refer to note 7 for more details.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DescriptionOfAccountingPolicyInvestmentEntityExplanatory_D784218487_CY": {
"value": "b. Investment entity
IFRS 10: \u201cConsolidated Financial Statements\u201d, provides an exception to the consolidation requirement for entities
that meet the definition of an investment entity.
The Directors believe the Company meets the definition of an investment entity as the following conditions exist:
\u2022 The Company obtains funds from its members for the purpose of providing those members with investment
management services;
\u2022 The Company commits to its members that its business purpose is to invest funds solely for returns from
capital appreciation, investment income, or both; and
\u2022 The Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit
or loss.
",
"dimensions": {
"concept": "eso:DescriptionOfAccountingPolicyInvestmentEntityExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForSegmentReportingExplanatory_D1300897793_CY": {
"value": "c. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business and geographic
area, being arranging financing for growth, buyout and special situations investments in the United Kingdom.
Information presented to the Board of Directors for the purpose of decision making is based on this single
segment. All significant operating decisions are based upon the analysis of the Company\u2019s investments as a single
operating segment. The financial information from this segment are equivalent to the financial information of the
Company as a whole, which are evaluated on a regular basis by the Board of Directors.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory_D2096666932_CY": {
"value": "d. Income
Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income
is accounted for when the right to receive such income is established.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForExpensesExplanatory_D241273167_CY": {
"value": "e. Expenses
All expenses are accounted for on an accrual basis.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents_D1932533945_CY": {
"value": "f. Cash and cash equivalents
Cash and cash equivalents comprise of current cash deposits with banks only. Cash equivalents are short-
term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to
insignificant risk of changes in value.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFinanceCostsExplanatory_D563410574_CY": {
"value": "g. Finance charges
Other finance charges are recognised as an expense.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory_D1781576809_CY": {
"value": "h. Trade and other payables
Trade and other payables are stated at amortised cost in accordance with IFRS 9.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DescriptionOfAccountingPolicyForUnsecuredLoanNoteInstrumentsExplanatory_D429532001_CY": {
"value": "i. Unsecured loan note instruments
Unsecured loan note instruments are stated at amortised cost in accordance with IFRS 9.
",
"dimensions": {
"concept": "eso:DescriptionOfAccountingPolicyForUnsecuredLoanNoteInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory_D254857923_CY": {
"value": "j. Financial assets and financial liabilities
A. Classification
Financial assets
When the Group first recognises a financial asset, it classifies it based on the business model for managing the
asset and the asset\u2019s contractual cash flow characteristics, as follows:
\u2022 Amortised cost: a financial asset is measured at amortised cost if both of the following conditions are met:
\u2013 the asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and
\u2013 the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
\u2022 Fair value through other comprehensive income: financial assets are classified and measured at fair value
through other comprehensive income if they are held in a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets.
\u2022 Fair value through profit or loss: any financial assets that are not held in one of the two business models
mentioned are measured at fair value through profit or loss.
When, and only when, the Group changes its business model for managing financial assets it must reclassify all
affected assets
Financial liabilities
All financial liabilities are measured at amortised cost, except for financial liabilities at fair value through profit or loss.
Such liabilities include derivatives (other than derivatives that are financial guarantee contracts or are designated
and effective hedging instruments), other liabilities held for trading, and liabilities that an entity designates to be
measured at fair value through profit or loss.
B. Recognition
The Group recognises financial assets and financial liabilities on the date it becomes a party to the contractual
provisions of the instrument.
C. Measurement
Equity and debt investments, including those held by Subsidiaries, are stated at fair value. Loans and Receivables
are stated at amortised cost less any impairment losses.
The Investment Advisor determines asset values using the valuation principles of IFRS 13.
\u2018Fair value\u2019 is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date in the principal or, in its absence, the most advantageous
market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Company measures the fair value of an instrument using the quoted price in an active market
for that instrument. A market is regarded as \u2018active\u2019 if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments
quoted in an active market at closing price on the relevant exchange at the measurement date.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the
use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique
incorporates all of the factors that market participants would take into account in pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period
during which the change has occurred.
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial
liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation
using the effective interest method of any difference between the initial amount recognised and the maturity
amount, minus any reduction for impairment. Financial assets that are not carried at fair value though profit and
loss are subject to an impairment test. For loans to portfolio companies the impairment test is undertaken as part
of the assessment of the fair value of the enterprise value of the related business, as described above. If expected
life cannot be determined reliably, then the contractual life is used.
D. Impairment
12-month expected credit losses
12-month expected credit losses are calculated by multiplying the probability of a default occurring in the next
12 months with the total (lifetime) expected credit losses that would result from that default, regardless of when
those losses occur. Therefore, 12-month expected credit losses represent a financial asset\u2019s lifetime expected
credit losses that are expected to arise from default events that are possible within the 12 month period following
origination of an asset, or from each reporting date for those assets in initial recognition stage.
Lifetime expected credit losses
Lifetime expected credit losses are the present value of expected credit losses that arise if a borrower defaults on
its obligation at any point throughout the term of a lender\u2019s financial asset (that is, all possible default events during
the term of the financial asset are included in the analysis). Lifetime expected credit losses are calculated based
on a weighted average of expected credit losses, with the weightings being based on the respective probabilities
of default.
E. Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition in accordance with IFRS 9.
The Company uses the weighted average method to determine realised gains and losses on derecognition. A
financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForIssuedCapitalExplanatory_D398594789_CY": {
"value": "k. Share capital
Ordinary share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and
share options are recognised as a deduction from equity, net of any tax effects.
Repurchase of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes
directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares
are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are
sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting
surplus or deficit on the transaction is transferred to / from revenue reserves.
Capital Reserve and Revenue Reserve and other equity
The capital reserve comprises net gains and losses on investments. The revenue reserve and other equity
comprise other income and expenses plus other items recorded directly in equity (excluding items recorded as
share capital / share premium).
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DescriptionOfAccountingPolicyForJointlyOwnedSharePlanJospAndShareBasedPaymentsExplanatory_D1238191393_CY": {
"value": "l. Jointly owned share plan (\u201cJOSP\u201d) and share-based payments
Directors of the Company and certain employees of the Investment Advisor (together \u201cParticipants\u201d) receive
remuneration in the form of equity-settled share-based payment transactions, through a JOSP Scheme.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value is determined
based on the share price of the equity instrument at the grant date. The fair value determined at the grant date
of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on
the Company\u2019s estimate of the number of shares that will eventually vest. The instruments are subject to a three-
year service vesting condition from the grant date, and their fair value is recognised as a share-based expense
with a corresponding increase in revenue reserves within equity over the vesting period. Contributions received
from employees as part of the JOSP arrangement are recognised directly in equity in the line share ownership
scheme participation.
The assets (other than investments in the Company\u2019s shares), liabilities, income and expenses of the Trust established
to operate the JOSP scheme are consolidated in these financial statements. Any expense incurred by the Trust are
borne by the Company. The Trust\u2019s investment in the Company\u2019s shares is deducted from shareholders\u2019 funds in the
Consolidated Statement of Asset and Liabilities as if they were treasury shares (see note 7).
",
"dimensions": {
"concept": "eso:DescriptionOfAccountingPolicyForJointlyOwnedSharePlanJospAndShareBasedPaymentsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DescriptionOfAccountingPolicyForZeroDividendPreferencesharesExplanatory_D1226242361_CY": {
"value": "m. Zero dividend preference shares (\u201cZDP\u201d)
Under IAS 32 \u2013 Financial Instruments: Presentation, the ZDP Shares are classified as financial liabilities and are held
at amortised cost. An accrual for the final capital entitlement of the ZDP Shares is included in the Consolidated
Statement of Comprehensive Income as a finance cost and is calculated using the effective interest rate method
(\u201cEIR\u201d). The costs of issue of the ZDP Shares are amortised over the period to the ZDP Share redemption date.
",
"dimensions": {
"concept": "eso:DescriptionOfAccountingPolicyForZeroDividendPreferencesharesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfInterestIncomeExplanatory_D2144528656_CY": {
"value": "4 Interest income
| 2025 | |
| Group | |
| \u00a3 | |
| | 2024 |
| | Group |
| | \u00a3 |
| Interest earned on cash balances | 709,751 | 366,660 |
| Total | 709,751 | 366,660 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfExpensesByNatureExplanatory_D1161272738_CY": {
"value": "5 Investment advisory, administration and performance fees
Investment advisory fees
The investment advisory fee payable to EPIC Investment Partners LLP (\u201cEPIC\u201d) is assessed and payable at the
end of each fiscal quarter and is calculated as 2 per cent. of the Group\u2019s NAV where the Group\u2019s NAV is less
than \u00a3100 million; otherwise the investment advisory fee is calculated as the greater of \u00a32.0 million or the sum
of 2 per cent. of the Group\u2019s NAV comprising Level 2 and Level 3 portfolio assets, 1 per cent. of the Group\u2019s
NAV comprising Level 1 assets, no fees on assets which are managed or advised by a third-party manager, 0.5
per cent. of the Group\u2019s net cash (if greater than nil), and 2 per cent. of the Group\u2019s net cash (if less than nil) (i.e.
reducing fees for net debt positions).
The charge for the current year was \u00a31,898,990 (2024: \u00a31,832,745). The amount outstanding as at 31 January 2025
was \u00a3482,435 (2024: \u00a3484,400) (see note 14).
Administration fees
EPIC Administration Limited provides accounting and financial administration services to the Group. The fee
payable to EPIC Administration Limited is assessed and payable at the end of each fiscal quarter and is calculated
as 0.15 per cent. of the Group\u2019s NAV where the Group\u2019s NAV is less than \u00a3100 million (subject to a minimum fee of
\u00a335,000); otherwise the advisory fee shall be calculated as 0.15 per cent. of \u00a3100 million plus a fee of 0.1 per cent
of the excess of the Group\u2019s NAV above \u00a3100 million.
The charge for the current year was \u00a3145,872 (2024: \u00a3141,330).
Other administration fees during the year were \u00a380,699 (2024: \u00a382,406).
Performance fees paid by Subsidiaries
The Subsidiaries are stated at fair value. Performance fees to the Investment Advisor are accrued based on
the movement in fair value of the investments held by the Subsidiaries and are deducted in calculating the fair
value of Subsidiaries. Performance fees are only paid to the Investment Advisor following the realisation of an
investment and the distribution of proceeds from the Subsidiaries to the Group.
Performance fee in ESO Investments 1 Limited
The distribution policy of ESO Investments 1 Limited includes an allocation of profits payable to the Investment Advisor
on the realisation of an investment. Proceeds are distributed to the Group only until the base cost for the portfolio asset
has been fully recovered and a hurdle of 8 per cent. per annum has been fully satisfied. Proceeds are then distributed
90% to the Investment Advisor and 10% to the Group until the Investment Advisor has received proceeds equal to 20%
of the accrued hurdle amount. All remaining proceeds are then distributed 20% to the Investment Advisor and 80% to
the Group. Performance fees are only paid to the Investment Advisor following the realisation of an investment and the
distribution of proceeds from the Subsidiaries to the Group. As at 31 January 2025, \u00a36,778,769 has been accrued in the
profit share account of the Investment Advisor in the records of ESO Investments 1 Limited (2024: \u00a34,983,792 accrued).
Performance fee in ESO Investments 2 Limited
The distribution policy of ESO Investments 2 Limited includes an allocation of profits payable to the Investment Advisor
on the realisation of an investment. Proceeds are distributed to the Group only until the base cost for the portfolio asset
has been fully recovered and a hurdle of 8 per cent. per annum has been fully satisfied. Proceeds are then distributed
90% to the Investment Advisor and 10% to the Group until the Investment Advisor has received proceeds equal to 20%
of the accrued hurdle amount. All remaining proceeds are then distributed 20% to the Investment Advisor and 80% to
the Group. Performance fees are only paid to the Investment Advisor following the realisation of an investment and the
distribution of proceeds from the Subsidiaries to the Group. As at 31 January 2025, \u00a311,048,303 has been accrued in the
profit share account of the Investment Advisor in the records of ESO Investments 2 Limited (2024: \u00a39,104,320 accrued).
Joint Owned Share Plan (\u201cJOSP\u201d) and share-based payments
Directors of the Company and certain employees of the Investment Advisor (together \u201cParticipants\u201d) receive
remuneration in the form of equity-settled share-based payment transactions, through a JOSP Scheme (see note 7).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DisclosureOfDirectorsFeesExplanatory_D1725602312_CY": {
"value": "6 Directors\u2019 fees
| 2025 | | | |
| Company | | | |
| \u00a3 | | | |
| | 2025 | | |
| | Share\u2011based | | |
| | payment | | |
| | \u00a3 | | |
| | | 2024 | |
| | | Company | |
| | | \u00a3 | |
| | | | 2024 |
| | | | Share\u2011based |
| | | | payment |
| | | | \u00a3 |
| C.L. Spears (Chairman) | 42,000 | 6,201 | 42,000 | 6,393 |
| H. MacCallum (appointed on 17 October 2024) | 9,290 | \u2013 | \u2013 | \u2013 |
| N. Wilson (resigned on 30 September 2023) | \u2013 | \u2013 | 22,474 | 5,972 |
| H. Bestwick | 32,000 | 6,201 | 32,000 | 6,393 |
| D.R. Pirouet | 34,000 | 6,201 | 34,000 | 8,298 |
| M.M. Gray | 32,000 | 6,009 | 32,000 | 4,296 |
| Total | 149,290 | 24,612 | 162,474 | 31,352 |
In addition to the fees noted above, C.L. Spears, H. Bestwick and M.M Gray received during the year;
\u2022 \u00a33,750 each as Directors\u2019 fees for their directorship of ESO Investments 1 Limited; and
\u2022 \u00a33,750 each as Directors\u2019 fees for their directorship of ESO Investments 2 Limited.
Aggregate Directors\u2019 fees for ESO Investments 1 Limited and ESO Investments 2 Limited for the year ended 31
January 2025 amounted to \u00a322,500 (2024: \u00a322,500).
Heather MacCallum was appointed on 17 October 2024.
The share-based payment expense is calculated as set out in Note 7.
",
"dimensions": {
"concept": "eso:DisclosureOfDirectorsFeesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfSharebasedPaymentArrangementsExplanatory_D810753417_CY": {
"value": "7 Share-based payment expense
The cost of equity-settled transactions to Participants in the JOSP Scheme are measured at fair value at the grant
date. The fair value is determined based on the share price of the equity instrument at the grant date.
The Trust was created to award shares to Participants as part of the JOSP. The Trust is consolidated in these
financial statements in accordance with Note 3a. Participants are awarded a certain number of shares (\u201cMatching
Shares\u201d) which are subject to a three-year service vesting condition from the grant date. In order to receive their
Matching Share allocation Participants are required to purchase shares in the Company on the open market
(\u201cBought Shares\u201d). The Participant will then be entitled to acquire a joint ownership interest in the Matching Shares
for the payment of a nominal amount, on the basis of one joint ownership interest in one Matching Share for every
Bought Share they acquire in the relevant award period.
The Trust holds the Matching Shares jointly with the Participant until the award vests. These shares carry the same
rights as the rest of the ordinary shares.
The Trust held 1,669,961 (2024: 1,546,693) matching shares at the year-end which have historically not voted (see
note 16).
163,513 shares vested to Participants in the year ended 31 January 2025 (2024: 257,061). 272,882 shares were
awarded to Participants in the year ended 31 January 2025 (2024: 305,082). The weighted average fair value of
the shares awarded during the period is 150.35 pence per share.
The fair value of awards granted under the JOSP is recognised as an employee benefits expense, with a
corresponding increase in equity. This has been calculated on the basis of the fair value of the equity instruments,
which is the share price of the equity instrument on the AIM market of the London Stock Exchange at the grant
date and the estimated number of equity instruments to be issued after the vesting period, less the amount
paid for the joint ownership interest in the Matching Shares from the Participants. As the Company does not pay
dividends, no expected dividends were incorporated into the measurement value. No other features other than
the share price of the equity instrument is incorporated into the measurement of the fair value of the awards.
The impact of revision to original estimates, if any, is recognised in profit or loss, with a corresponding adjustment
to equity.
The total share-based payment expense in the year ended 31 January 2025 was \u00a3308,433 (2024: \u00a3339,593). Of
the total share-based payment expense in the year ended 31 January 2025, \u00a324,612 related to the Directors (2024:
\u00a331,352) and the balance related to members, employees and consultants of the Investment Advisor.
8 Other expenses
The breakdown of other expenses presented in the Consolidated Statement of Comprehensive Income is
as follows
| 31 January | |
| 2025 | |
| Total | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | Total |
| | \u00a3 |
| Administration fees | (226,571) | (223,806) |
| Directors\u2019 and officers\u2019 insurance | (27,722) | (27,993) |
| Professional fees | (108,504) | (145,363) |
| Board meeting and travel expenses | (1,967) | (1,639) |
| Auditors\u2019 remuneration | (79,200) | (81,200) |
| Interim review remuneration* | (24,600) | (26,350) |
| Bank charges | (1,380) | (1,404) |
| Foreign exchange movement | (1,667) | (1,137) |
| Nominated advisor and broker fees | (58,661) | (55,001) |
| Listing fees | (56,622) | (53,472) |
| Sundry expenses | (18,592) | (18,310) |
| Other expenses | (605,486) | (635,675) |
* This relates to the interim review of the half yearly financial report which was performed by the auditors.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfExpensesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_D666925990_CY": {
"value": "9 Taxation
The Company is a tax resident of Jersey and is subject to 0 per cent. corporation tax (2024: 0 per cent.).
ESO Alternative Investments LP is transparent for tax purposes.
ESO Investments 1 Limited and ESO Investments 2 Limited are tax resident in Jersey and are subject to 0 per cent.
(2024: 0 per cent.) corporation tax.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfDividendsExplanatory_D21314861_CY": {
"value": "10 Dividends paid and proposed
No dividends were paid or proposed for the year ended 31 January 2025 (2024: \u00a3nil).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDividendsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DisclosureOfInvestmentsAtFairvalueThroughProfitOrLossExplanatory_D816921562_CY": {
"value": "11 Investments at fair value through profit or loss
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Investments at fair value through profit and loss* | 100,502,430 | 100,722,039 |
| | 100,502,430 | 100,722,039 |
Investments roll forward schedule
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Investments at fair value at 1 February | 100,722,039 | 100,412,977 |
| Purchase of investments | 4,605,969 | 3,350,000 |
| Proceeds from investments | (8,268,610) | (6,425,542) |
| Net fair value movements | 3,443,032 | 3,384,604 |
| Investments at fair value | 100,502,430 | 100,722,039 |
* Comprises Subsidiaries stated at fair value in accordance with accounting policy set out in note 3(a) (ESO Investments 1
Limited, ESO Investments 2 Limited and ESO Alternative Investments LP).
Discussion of the performance of individual investments is presented in the Chairman\u2019s Statement and the
Investments Advisor\u2019s Report.
",
"dimensions": {
"concept": "eso:DisclosureOfInvestmentsAtFairvalueThroughProfitOrLossExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFairValueOfFinancialInstrumentsExplanatory_D1004816193_CY": {
"value": "12 Fair value of financial instruments
The Company determines the fair value of financial instruments with reference to IPEV guidelines and the valuation
principles of IFRS 13 (Fair Value Measurement). The Company measures fair value using the IFRS 13 fair value
hierarchy, which reflects the significance and certainty of the inputs used in deriving the fair value of an asset:
\u2022 Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments;
\u2022 Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as
prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted market
prices in active markets for similar instruments, quoted prices for identical or similar instruments in markets
that are considered less than active or other valuation techniques in which all significant inputs are directly or
indirectly observable from market data;
\u2022 Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs not based on observable data and the unobservable inputs have a significant effect on
the instrument\u2019s valuation. This category includes instruments that are valued based on quoted prices for
similar instruments but for which significant unobservable adjustments or assumptions are required to reflect
differences between the instruments.
The Investment Advisor undertakes the valuation of financial instruments required for financial reporting purposes.
Recommended valuations are reviewed and approved by the Investment\u2019s Advisor\u2019s Valuation Committee for
circulation to the Company\u2019s Board. The Audit and Risk Committee of the Company\u2019s Board meets at least
once every six months, in line with the Company\u2019s semi-annual reporting periods, to review the recommended
valuations and approve final valuations for adoption in the Company\u2019s financial statements.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred.
Valuation framework
The Company employs the valuation framework detailed below with respect to the measurement of fair values.
A valuation of the Company\u2019s investments held via its Subsidiaries are prepared by the Investment Advisor with
reference to IPEV guidelines and the valuation principles of IFRS 13 (Fair Value Measurement). The Investment
Advisor recommends these valuations to the Board of Directors. The Audit and Risk Committee of the Company\u2019s
Board considers the valuations recommended by the Investment Advisor, determines any amendments required
and thereafter adopts the fair values presented in the Company\u2019s financial statements. Changes in the fair value of
financial instruments are recorded in the Consolidated Statement of Comprehensive Income in the line item \u201cNet
fair value movement on investments\u201d.
Quoted investments
Quoted investments traded in an active market are classified as Level 1 in the IFRS 13 fair value hierarchy. The
investment in Luceco is a Level 1 asset. For Level 1 assets, the holding value is calculated from the closing price
on the relevant exchange at the measurement date.
Quoted investments traded in markets that are considered less than active are classified as Level 2 in the IFRS 13
fair value hierarchy. The Company does not hold any investment that are considered as Level 2 assets.
Unquoted private equity investments and unquoted fund investments
Private equity investments and fund investments are classified as Level 3 in the IFRS 13 fair value hierarchy. The
investments in Whittard, David Phillips, Rayware, Denzel\u2019s, Pharmacy2U, European Capital Private Debt Fund LP,
EPIC Atlantic Credit Opportunities DAC, and EAC Sponsor Limited are considered to be Level 3 assets. Various
valuation techniques may be applied in determining the fair value of investments held as Level 3 in the fair
value hierarchy;
\u2022 For underperforming assets, net asset or liquidation valuation is considered more applicable, in particular
where the business\u2019 performance be contingent on shareholder financial support;
\u2022 For performing assets, market approach is considered to be the most appropriate with a specific focus on
trading comparables, applied on a forward basis. Transaction comparables, applied on a historic basis may
also be considered. The financial metric to which the multiple is applied will depend on the stage of the
company and the sector in which it operates. Typically, mature companies will be valued on the basis of an
EBITDA multiple, while growth companies will be valued on the basis of a sales multiple;
\u2022 For assets managed and valued by third-party managers, the valuation methodology of the third-party
manager is reviewed. If deemed appropriate and consistent with reporting standards, the valuation prepared
by the third-party manager will be used.
The Investment Advisor believe that it is appropriate to apply an illiquidity discount to the multiples of comparable
companies when using them to calculate valuations for small, private companies. This discount adjusts for the
difference in size between generally larger comparable companies and the smaller assets being valued. The
illiquidity discount also considers the premium the market gives to comparable companies for being freely
traded or listed securities. The Investment Advisor has determined between 15 per cent. and 25 per cent. to be
an appropriate illiquidity discount with reference to market data and transaction multiples seen in the market in
which the Investment Advisor operates.
Where portfolio investments are held through subsidiary holding companies, the net assets of the holding
company are added to the value of the portfolio investment being assessed to derive the fair value of the holding
company held by the Company.
Fair value hierarchy \u2013 Financial instruments measured at fair value
The Company\u2019s investments in the Subsidiaries at 31 January 2025 are classified as Level 3 (in line with 31 January
2024), given the variation in classification of the underlying assets. The Company values these investments on the
basis of the net asset value of these holdings.
The table below analyses the underlying investments held by the Subsidiaries measured at fair value at the
reporting date by the level in the fair value hierarchy into which the fair value measurement is categorised. The
Board assesses the fair value of the total investment, which includes debt and equity.
The tables below show the gross amount and the net amount of all investments held via the Subsidiaries per the
fair value hierarchy. The net amount includes an accrual for the profit share explained in Note 5.
| 31 January 2025 | | | |
| Level 1 | | |
| \u00a3 | | |
| | Level 3 | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets at fair value through profit or loss | | | |
| Unquoted private equity investments (including debt) | \u2013 | 61,087,242 | 61,087,242 |
| Fund investments | \u2013 | 136,460 | 136,460 |
| Quoted investments | 55,835,888 | \u2013 | 55,835,888 |
| Investments at fair value through profit or loss | 55,835,888 | 61,223,702 | 117,059,590 |
| Other asset and liabilities (held at cost) | | | |
| \u2013 | \u2013 | |
| | | 1,269,912 |
| Performance fee adjustment | (10,466,584) | (7,360,488) | (17,827,072) |
| Total | | | |
| 45,369,304 | 53,863,214 | 100,502,430 |
| 31 January 2024 | | | |
| Level 1 | | |
| \u00a3 | | |
| | Level 2 | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets at fair value through profit or loss | | | |
| Unquoted private equity investments (including debt) | \u2013 | 59,103,536 | 59,103,536 |
| Fund investments | \u2013 | 451,348 | 451,348 |
| Quoted investments | 48,865,293 | 5,262,427 | 54,127,720 |
| Investments at fair value through profit or loss | 48,865,293 | 64,817,311 | 113,682,604 |
| Other asset and liabilities (held at cost) | \u2013 | \u2013 | 1,127,547 |
| Performance fee adjustment | (8,732,750) | (5,355,362) | (14,088,112) |
| Total | 40,132,543 | 59,461,949 | 100,722,039 |
The following table, detailing the value of portfolio investments only, shows a reconciliation of the opening balances
to the closing balances for fair value measurements in Level 3 of the fair value hierarchy for the underlying
investments held by the Subsidiaries.
| Unquoted investments (including debt) | | |
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Balance as at 1 February | 59,461,949 | 50,568,639 |
| Additional investments | 4,605,969 | 3,350,000 |
| Capital distributions from investments | (5,986,417) | (2,694,081) |
| Transfer to Level 3 investments | \u2013 | 5,495,557 |
| Change in fair value through profit & loss | (4,218,287) | 2,741,834 |
| Balance as at 31 January | 53,863,214 | |
| | 59,461,949 |
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs used at 31 January 2025 in measuring
financial instruments categorised as Level 3 in the fair value hierarchy.
| Description | | |
| Fair value at | |
| 31\ue1a4January | |
| 2025 | |
| \u00a3 | Significant unobservable inputs |
| Unquoted private equity investments (including debt) | 53,726,754 | Sales / EBITDA multiple |
| Fund investments | 136,460 | Reported net asset value |
Significant unobservable inputs are developed as follows:
\u2022 Trading comparable multiple: valuation multiples used by other market participants when pricing comparable
assets. Relevant comparable assets are selected from public companies determined to be proximate to the
investment based on similarity of sector, size, geography or other relevant factors. The valuation multiple for a
comparable company is determined by calculating the enterprise value of the company implied by its market
price as at the reporting date and dividing by the relevant financial metric (sales or EBITDA). An illiquidity
discount may be applied to trading comparable multiples to reflect the impact on valuation of differences in
scale and profile to the company subject to valuation.
\u2022 Reported net asset value: for assets managed and valued by a third-party, the manager provides periodic
valuations of the investment. The valuation methodology of the third-party manager is reviewed. If deemed
appropriate and consistent with reporting standards, the Board will adopt the valuation prepared by the third-
party manager. Adjustments are made to third-party valuations where considered necessary to arrive at the
Director\u2019s estimate of fair value.
\u2022 Liquidation value: for underperforming assets, the Investment Advisor considers the value recovered in the
event of a liquidation of the asset an appropriate fair value for the asset.
Although management believes that its estimates of fair value are appropriate, the use of different methodologies
or assumptions could lead to different measurements of fair value. For fair value measurements of Level 3 assets,
changing one or more of the assumptions used to reasonably possible alternative assumptions would have the
following effects on the Level 3 investment valuations:
\u2022 For the Company\u2019s investment in mature Level 3 assets, the valuations used in the preparation of the financial
statements imply an average EV to EBITDA multiple of 7.8x (weighted by each asset\u2019s total valuation) (2024:
7.2x). The key unobservable inputs into the preparation of the valuation of mature Level 3 assets was the
EBITDA multiple applied to the asset\u2019s financial forecasts. A sensitivity of 25 per cent. has been applied to
these multiples, in line with the maximum liquidity discount employed in the valuations. If these inputs had
been taken to be 25 per cent. higher, the value of the Level 3 assets and profit for the year would have been
\u00a315,668,759 higher. If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and
profit for the year would have been \u00a315,725,658 lower. A corresponding increase or decrease in the asset\u2019s
financial forecasts would have a similar impact on the Company\u2019s assets and profit.
\u2022 For the Company\u2019s investment in growth Level 3 assets, the valuations used in the preparation of the financial
statements imply an average EV to sales multiple of 1.8x (weighted by each asset\u2019s total valuation) (2024:
1.5x). The key unobservable inputs into the preparation of the valuation of growth Level 3 assets were the
sales multiple applied to the asset\u2019s financial forecasts. A sensitivity of 25 per cent. has been applied to these
multiples, in line with the maximum liquidity discount employed in the valuations. If these inputs had been
taken to be 25 per cent. higher, the value of the Level 3 assets and profit for the year would not be impacted.
If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and profit for the year
would not be impacted. A corresponding increase or decrease in the asset\u2019s financial forecasts would have a
similar impact on the Company\u2019s assets and profit.
Classification of financial assets and liabilities
The table below sets out the classifications of the carrying amounts of the Company\u2019s financial assets and liabilities
into categories of financial instruments.
| 31 January 2025 | | | |
| At fair | | |
| value | | |
| \u00a3 | | |
| | At amortised | |
| | cost | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets | | | |
| Investments at fair value through profit or loss | 100,502,430 | \u2013 | 100,502,430 |
| Cash and cash equivalents | \u2013 | 11,069,366 | 11,069,366 |
| 100,502,430 | 11,069,366 | 111,571,796 |
| Financial liabilities | | | |
| Trade and other payables | \u2013 | 653,033 | 653,033 |
| Unsecured loan note instruments* | \u2013 | 3,987,729 | 3,987,729 |
| Zero dividend preference shares** | \u2013 | 11,030,633 | 11,030,633 |
| \u2013 | 15,671,395 | 15,671,395 |
| 31 January 2024 | | | |
| At fair | | |
| value | | |
| \u00a3 | | |
| | At amortised | |
| | cost | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| Financial assets | | | |
| Investments at fair value through profit or loss | 100,722,039 | \u2013 | 100,722,039 |
| Cash and cash equivalents | \u2013 | 14,462,495 | 14,462,495 |
| 100,722,039 | 14,462,495 | 115,184,534 |
| Financial liabilities | | | |
| Trade and other payables | \u2013 | 676,284 | 676,284 |
| Unsecured loan note instruments* | \u2013 | 3,987,729 | 3,987,729 |
| Zero dividend preference shares** | | | |
| \u2013 | 13,714,191 | 13,714,191 |
| \u2013 | 18,378,204 | 18,378,204 |
* The Directors consider that the fair value of the unsecured loan note instruments is the same as its carrying value.
** The Directors consider that the fair value of the zero dividend preference shares is \u00a311,020,000 (2024: \u00a312,812,500) calculated
on the basis of the quoted price of the instrument on the London Stock Exchange of 116.00 pence as at 31 January 2025
(2024: 102.50 pence).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_D122514467_CY": {
"value": "13 Cash and cash equivalents
| 2025 | |
| \u00a3 | |
| | 2024 |
| | \u00a3 |
| Current and call accounts | 11,069,366 | 14,462,495 |
| 11,069,366 | 14,462,495 |
The current and call accounts have been classified as cash and cash equivalents in the Consolidated Statement
of Cash Flows.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfTradeAndOtherPayablesExplanatory_D1612489738_CY": {
"value": "14 Trade and other payables
| 2025 | |
| \u00a3 | |
| | 2024 |
| | \u00a3 |
| Trade payables | 38,921 | 91,297 |
| Accrued administration fee | 35,988 | 36,330 |
| Accrued audit fee | 45,465 | 20,918 |
| Accrued professional fee | 33,490 | 29,272 |
| Accrued investment advisor fees | 482,435 | 484,400 |
| Accrued Directors\u2019 fees | 14,334 | 11,667 |
| Other payables | 2,400 | 2,400 |
| Total | 653,033 | 676,284 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfOtherLiabilitiesExplanatory_D1420984972_CY": {
"value": "15 Liabilities
Unsecured Loan Notes (\u201cULN\u201d)
The Company has issued ULN\u2019s that are redeemable on 24 July 2025, following the extension of their maturity in
July 2024. The Company\u2019s ULN\u2019s are quoted on the Growth Market of the Aquis Stock Exchange. The interest rate
for the period is 8.0 per cent per annum. At 31 January 2025, \u00a33,987,729 (2024: \u00a33,987,729) of ULNs in principal
amount were outstanding. Issue costs totalling \u00a3144,236 have been offset against the value of the loan note
instrument and have been amortised over the period to 24 July 2022. The carrying value of the ULNs in issue at
the year end was \u00a33,987,729 (2024: \u00a33,987,729). The total interest expense for the ULNs for the year is \u00a3319,018
(2024: \u00a3309,049). The carrying value of the ULN is presented under current liabilities in the current period as they
are redeemable within 12-month period from the Consolidated Statement of Assets and Liabilities date. The ULN
has in place Financial Covenants including an Interest Coverage Test (that the ratio of cash and cash equivalents
to interest payable is greater than or equal to 6:1) and a Gross Asset Test (that the ratio of gross asset value to
financial indebtedness of the Company is greater than or equal to 2:1). The Covenants have been met for the years
ended 31 January 2025 and 31 January 2024.
Zero Dividend Preference Shares (\u201cZDP Shares\u201d)
On 17 December 2021 the Company issued 20,000,000 ZDP Shares at a price of \u00a31 per share, raising \u00a320,000,000.
The Company\u2019s ZDP shares are admitted to trade on the main market of the London Stock Exchange (non-equity
shares and non-voting equity shares, formerly standard listing (shares)). The ZDP Shares will not pay dividends
but have a final capital entitlement at maturity on 16 December 2026 of 129.14 pence per ZDP Share. It should be
noted that the predetermined capital entitlement of a ZDP Share is not guaranteed and is dependent upon the
Company\u2019s gross assets being sufficient on 16 December 2026 to meet the final capital entitlement. Under IAS 32
\u2013 Financial Instruments: Presentation, the ZDP Shares are classified as financial liabilities and are held at amortised
cost. Issue costs totalling \u00a3573,796 have been offset against the value of the ZDP Shares and are being amortised
over the life of the instrument. In December 2024, the Company completed the repurchase of 3,000,000 ZDP
shares, which are held in treasury. Following this buyback, the Company has 9,500,000 ZDP shares remaining
in issue. The total issue costs expensed in the year ended 31 January 2025 was \u00a369,088 (2024: \u00a3115,359). The
carrying value of the ZDP Shares in issue at the year-end was \u00a311,030,633 (2024: \u00a313,714,191). The total finance
charge for the ZDP Shares for the year is \u00a3789,942 (2024: \u00a3868,190). This includes the ZDP Share finance charge
and the amortisation of the Issue costs.
| 31 January | |
| 2025 | |
| \u00a3 | |
| | 31 January |
| | 2024 |
| | \u00a3 |
| Balance as at 1 February | 13,714,191 | 20,721,001 |
| ZDP non cash charge | 789,942 | 945,348 |
| Buyback of ZDP shares | (3,473,500) | (7,952,158) |
| Total | 11,030,633 | 13,714,191 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfIssuedCapitalExplanatory_D1629984289_CY": {
"value": "16 Share capital
| 2025 | | | |
| Number | | | |
| | 2025 | | |
| | \u00a3 | | |
| | | 2024 | |
| | | Number | |
| | | | 2024 |
| | | | \u00a3 |
| Authorised share capital | | | | |
| Ordinary shares of 5p each | 45,000,000 | 2,250,000 | 45,000,000 | 2,250,000 |
| Called up, allotted and fully paid | | | | |
| Ordinary shares of 5p each | 34,616,554 | 1,730,828 | 34,616,554 | 1,730,828 |
| Ordinary shares of 5p each held in treasury | (5,314,707) | \u2013 | (4,739,707) | \u2013 |
| | 29,301,847 | 1,730,828 | 29,876,847 | 1,730,828 |
| Share Premium | \u2013 | 13,619,627 | \u2013 | 13,619,627 |
No shares were issued during the year ended 31 January 2025 and year ended 31 January 2024.
During the year ended 31 January 2025, the Company repurchased 575,000 shares into treasury (2024: transferred
211,868 out of treasury to the Trust) with a total value of \u00a3872,064 (2024: \u00a3350,006). These shares are held as
treasury shares.
During the year ended 31 January 2025, the Trust purchased 286,781 shares (2024: 301,684 shares) with a total
value of \u00a3474,076 (2024: \u00a3525,920). 163,513 shares vested to Participants in the year ended 31 January 2025
(2024: 257,061). At 31 January 2025 1,669,961 shares were held by the Trust (2024: 1,546,693) (see note 7).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_D801452956_CY": {
"value": "17 Basic and diluted profit / (loss) per share (pence)
Basic profit per share for the year ended 31 January 2025 is 0.29 pence (2024: basic loss per share of 1.39 pence).
This is calculated by dividing the profit of the Group for the year attributable to the ordinary shareholders of
\u00a381,624 (2024: loss of \u00a3396,462) divided by the weighted average number of shares outstanding, excluding the
shares of the EBT subsidiary, during the year of 28,069,697 (2024: 28,469,486 shares). The basic loss per share
for the year ended 31 January 2024 has been restated to exclude the shares of the EBT subsidiary from the
weighted average number of outstanding shares so that it is consistent with the calculation for the year ended
31 January 2025.
Diluted profit per share for the year ended 31 January 2024 is 0.27 pence (2024: diluted loss per share of
1.33 pence). This is calculated by dividing the profit of the Group for the year attributable to ordinary shareholders
of \u00a381,624 (2023: loss of \u00a3396,462) divided by the weighted average number of shares outstanding, including the
shares of the EBT subsidiary, during the year of 29,735,363 (2024: 29,832,732 shares).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DisclosureOfNetAssetsValuePerShareExplanatory_D1183475157_CY": {
"value": "18 NAV per share (pence)
The Group\u2019s NAV per share of 327.52 pence (2024: 324.26 pence) is based on the net assets of the Group at the
year-end of \u00a395,968,629 (2024: \u00a396,879,976) divided by the outstanding shares of 29,301,847 (2024: 29,876,847).
The shares of the EBT subsidiary are included in the outstanding shares when calculating the Company\u2019s NAV per
share to ensure that the NAV per share is stable in the event of share purchases made by the EBT subsidiary or
the vesting of shares of the EBT subsidiary.
",
"dimensions": {
"concept": "eso:DisclosureOfNetAssetsValuePerShareExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCashFlowStatementExplanatory_D384581287_CY": {
"value": "19 Net cash used in operating activities
Reconciliation of profit before finance cost and tax to net cash used in operating activities:
| 2025 | |
| Group | |
| \u00a3 | |
| | 2024 |
| | Group |
| | \u00a3 |
| Profit / (loss) for the year before taxation | 81,624 | (396,462) |
| Adjustments for non-cash income / expense | | |
| Net fair value movement on investments | (3,443,032) | (3,384,604) |
| Interest on unsecured loan note instruments | 319,018 | 309,049 |
| Zero dividend preference shares finance charge | 789,942 | 868,190 |
| Loss before finance cost | (2,252,448) | (2,603,827) |
| Adjustments: | | |
| Share-based payment expense | 308,433 | 339,593 |
| Purchase of investments | (4,605,969) | (3,350,000) |
| Proceeds from investments | 8,268,610 | 6,425,542 |
| 1,718,626 | 811,308 |
| Working capital changes | | |
| Movement in trade and other receivables and prepayments | 5,418 | 14,253 |
| Movement in trade and other payables | (23,251) | 79,494 |
| Non-cash items | | |
| Effect of exchange rate fluctuations on cash and cash equivalents | 845 | 1,294 |
| Net cash generated from operating activities | 1,701,638 | 906,349 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialInstrumentsExplanatory_D47677913_CY": {
"value": "20 Financial instruments
The Company\u2019s financial instruments comprise:
\u2022 Investments in listed and unlisted companies held by Subsidiaries, comprising equity and loans
\u2022 Cash and cash equivalents, ZDP shares and unsecured loan note instruments; and
\u2022 Accrued interest and trade and other receivables, accrued expenses and trade and other payables.
Financial risk management objectives and policies
The main risks arising from the Company\u2019s financial instruments are liquidity risk, credit risk, market price risk and
interest rate risk. None of those risks are hedged. These risks arise through directly held financial instruments and
through the indirect exposures created by the underlying financial instruments in the Subsidiaries. These risks are
managed by the Directors in conjunction with the Investment Advisor. The Investment Advisor is responsible for
day to day management of financial instruments in the Subsidiaries.
Capital management
The Company\u2019s capital comprises share capital, share premium and reserves and is not subject to externally
imposed capital requirements.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company\u2019s liquid assets
comprise cash and cash equivalents and trade and other receivables, which are readily realisable.
Residual contractual maturities of financial assets
| 31 January 2025 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months | | | |
| | | to 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial assets | | | | | | |
| Cash and cash equivalents | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Total | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| 31 January 2024 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months | | | |
| | | to 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial assets | | | | | | |
| Cash and cash equivalents | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Total | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
Residual contractual maturities of financial liabilities
| 31 January 2025 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months to | | | |
| | | 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial liabilities | | | | | | |
| Trade and other payables | 653,033 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Loan note instruments | \u2013 | \u2013 | 3,987,729 | \u2013 | \u2013 | \u2013 |
| Zero dividend preference | | | | | | |
| shares | \u2013 | \u2013 | \u2013 | 12,267,960 | \u2013 | \u2013 |
| Total | 653,033 | \u2013 | 3,987,729 | 12,267,960 | \u2013 | \u2013 |
| 31 January 2024 | | | | | | |
| Less than | | | | | |
| 1 Month | | | | | |
| \u00a3 | | | | | |
| | 1 \u2013 3 | | | | |
| | Months | | | | |
| | \u00a3 | | | | |
| | | 3 months to | | | |
| | | 1 year | | | |
| | | \u00a3 | | | |
| | | | 1 \u2013 5 | | |
| | | | years | | |
| | | | \u00a3 | | |
| | | | | Over | |
| | | | | 5 years | |
| | | | | \u00a3 | |
| | | | | | No stated |
| | | | | | maturity |
| | | | | | \u00a3 |
| Financial liabilities | | | | | | |
| Trade and other payables | 676,284 | \u2013 | \u2013 | \u2013 | \u2013 | \u2013 |
| Loan note instruments | \u2013 | \u2013 | 3,987,729 | \u2013 | \u2013 | \u2013 |
| Zero dividend preference | | | | | | |
| shares | \u2013 | \u2013 | \u2013 | 16,142,500 | \u2013 | \u2013 |
| Total | 676,284 | \u2013 | 3,987,729 | 16,142,500 | \u2013 | \u2013 |
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has
entered into with the Company.
The Company, through its interests in Subsidiaries, has advanced loans to a number of private companies
which exposes the Company to significant credit risk. The loans are advanced to unquoted private companies,
which have no credit risk rating. They are entered into as part of the investment strategy of the Company and its
Subsidiaries, and credit risk is managed by taking security where available (typically a floating charge) and the
Investment Advisor taking an active role in the management of the borrowing companies.
Although the Investment Advisor looks to set realistic repayment schedules, it does not necessarily view a
portfolio company not repaying on time and in full as \u2018underperforming\u2019 and seeks to monitor each portfolio
company on a case-by-case basis. However, in all cases the Investment Advisor reserves the right to exercise
step in rights. In addition to the repayment of loans advanced, the Company and Subsidiaries will often arrange
additional preference share structures and take significant equity stakes so as to create shareholder value. It is the
performance of the combination of all securities including third-party debt that determines the Company\u2019s view
of each investment.
At the reporting date, the Company\u2019s financial assets exposed to credit risk amounted to the following (excluding
exposure in the underlying Subsidiaries):
| 2025 | |
| \u00a3 | |
| | 2024 |
| | \u00a3 |
| Cash and cash equivalents | 11,069,366 | 14,462,495 |
| Total | 11,069,366 | 14,462,495 |
Cash balances are placed with HSBC Bank plc, Barclays Bank plc and Santander Financial Services plc, all of
which have the credit rating of A1 Stable (Moody\u2019s).
Market price risk
Market price risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market
prices (other than those arising from interest rate risk or currency risk). The Company is exposed to a market price
risk via its equity investments held through its interests in Subsidiaries, which are stated at fair value.
Market price risk sensitivity
The Company is exposed to market price risk with regard to its underlying equity interests in a number of quoted
and unquoted companies which are stated at fair value. Luceco plc was quoted on the Main Market of the London
Stock Exchange at 31 January 2025.
If Luceco plc\u2019s share price had been 5.0 per cent. higher than actual close of market on 31 January 2025, EPE
Special Opportunities Limited\u2019s NAV per share would have been 2.3 per cent. (2024: 2.0 per cent.) higher than
reported. If Luceco\u2019s share price had been 5.0 per cent. lower than actual close of market on 31 January 2025,
EPE Special Opportunities Limited\u2019s NAV per share would have been 2.3 per cent. (2024: 2.0 per cent.) lower than
reported. These movements would have had a corresponding effect on the profit for the year.
Interest rate risk
The Company is exposed to interest rate risk through its unsecured loan note instruments and on its cash
balances. Most of the loans are at fixed rates. Cash balances earn interest at variable rates. The unsecured loan
note instruments carry fixed interest rates.
The table below summarises the Company\u2019s exposure to interest rate risks. It includes the Company\u2019s financial
assets and liabilities at the earlier of contractual re-pricing or maturity date, measured by the carrying values of
assets and liabilities:
| 31 January 2025 | | | | | | |
| Less than | | | | | |
| 1 month | | | | | |
| \u00a3 | | | | | |
| | 1 month | | | | |
| | to 1 year | | | | |
| | \u00a3 | | | | |
| | | 1 \u2013 5 years | | | |
| | | \u00a3 | | | |
| | | | Over | | |
| | | | 5 years | | |
| | | | \u00a3 | | |
| | | | | Non\u2011 | |
| | | | | interest | |
| | | | | bearing | |
| | | | | \u00a3 | |
| | | | | | Total |
| | | | | | \u00a3 |
| Assets | | | | | | |
| Receivables and cash | | | | | | |
| Cash and cash equivalents | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | 11,069,366 |
| Total financial assets | 11,069,366 | \u2013 | \u2013 | \u2013 | \u2013 | 11,069,366 |
| Liabilities | | | | | | |
| Financial liabilities measured at | | | | | | |
| amortised cost | | | | | | |
| Trade and other payables | \u2013 | \u2013 | \u2013 | \u2013 | (653,033) | (653,033) |
| Unsecured loan note instruments | \u2013 | (3,987,729) | \u2013 | \u2013 | \u2013 | (3,987,729) |
| Total financial liabilities | \u2013 | (3,987,729) | \u2013 | \u2013 | (653,033) | (4,640,762) |
| 31 January 2024 | | | | | | |
| Less than | | | | | |
| 1 month | | | | | |
| \u00a3 | | | | | |
| | 1 month | | | | |
| | to 1 year | | | | |
| | \u00a3 | | | | |
| | | 1 \u2013 5 years | | | |
| | | \u00a3 | | | |
| | | | Over | | |
| | | | 5 years | | |
| | | | \u00a3 | | |
| | | | | Non\u2011 | |
| | | | | interest | |
| | | | | bearing | |
| | | | | \u00a3 | |
| | | | | | Total |
| | | | | | \u00a3 |
| Assets | | | | | | |
| Receivables and cash | | | | | | |
| Cash and cash equivalents | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | 14,462,495 |
| Total financial assets | 14,462,495 | \u2013 | \u2013 | \u2013 | \u2013 | 14,462,495 |
| Liabilities | | | | | | |
| Financial liabilities measured at | | | | | | |
| amortised cost | | | | | | |
| Trade and other payables | \u2013 | \u2013 | \u2013 | \u2013 | (676,284) | (676,284) |
| Unsecured loan note instruments | \u2013 | (3,987,729) | \u2013 | \u2013 | \u2013 | (3,987,729) |
| Total financial liabilities | \u2013 | (3,987,729) | \u2013 | \u2013 | (676,284) | (4,664,013) |
Interest rate sensitivity
The Company is exposed to market interest rate risk via its cash balances and unsecured loan note instruments. A
sensitivity analysis has not been provided as it is not considered significant to Company performance.
Currency risk
The Group has no significant exposure to foreign currency risk.
Exposure to other market price risk
The Investment Advisor monitors the concentration of risk for equity and debt securities based on counterparties
and industries (and geographical location). The Company\u2019s underlying investments including bank deposits held
through its Subsidiaries are concentrated in the following industries.
| 2025 | |
| % | |
| | 2024 |
| | % |
| Consumer and Retail | 43 | 49 |
| Engineering, Manufacturing and Distribution | 45 | 37 |
| Bank Deposits | 12 | 14 |
| | 100 | 100 |
The Group notes that there was a concentration on the Engineering, Manufacturing and Distribution sector,
representing 45 per cent. of investments for the year ended 31 January 2025 (2024: Consumer and Retail sector
representing 49 per cent.). The Company monitors carefully the sector concentration risk across the portfolio.
Operational risk
\u2018Operational risk\u2019 is the risk of direct or indirect loss arising from a wide variety of causes associated with the
processes, technology and infrastructure supporting the Company\u2019s activities (both at the Company and at its
service providers) and from external factors (other than credit, market and liquidity risks) such as those arising
from legal and regulatory requirements and generally accepted standards of investment management behaviour.
The Company\u2019s objective is to manage operational risk so as to balance the limitation of financial losses and
damage to its reputation with achieving its investment objective of generating returns to investors.
The primary responsibility for the development and implementation of controls over operational risk rests with the
Board of Directors. This responsibility is supported by the development of overall standards for the management
of operational risk, which encompasses the controls and processes at the service providers and the establishment
of service levels with the service providers, in the following areas:
\u2022 documentation of controls and procedures;
\u2022 requirements for:
\u2013 appropriate segregation of duties between various functions, roles and responsibilities;
\u2013 reconciliation and monitoring of transactions; and
\u2013 periodic assessment of operational risk faced;
\u2022 the adequacy of controls and procedures to address the risks identified;
\u2022 compliance with regulatory and other legal requirements;
\u2022 development of contingency plans;
\u2022 training and professional development;
\u2022 ethical and business standards; and
\u2022 risk mitigation, including insurance if this is effective.
The Company\u2019s key service providers include the following:
\u2022 Administrator: Langham Hall Fund Management (Jersey) Limited
\u2022 Investment Advisor: EPIC Investment Partners LLP
\u2022 Financial Administrator: EPIC Administration Limited
\u2022 Nominated Advisor and Broker: Deutsche Numis
\u2022 Registrar and CREST Providers: Computershare Investor Services (Jersey) Limited
The Directors\u2019 assessment of the adequacy of the controls and processes in place at the service providers with
respect to operational risk is carried out via regular discussions with the service providers as well as site visits to
their offices. The Company also undertakes periodic third-party reviews of service providers\u2019 activities.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_eso_DisclosureOfDirectorsInterestsExplanatory_D1096015160_CY": {
"value": "21 Directors\u2019 interests
Four of the Directors have interests in the shares of the Company as at 31 January 2025 (2024: four). Clive Spears
holds 70,520 ordinary shares (2024: 63,010). Heather Bestwick holds 58,110 ordinary shares (2024: 50,600). David
Pirouet holds 41,145 ordinary shares (2024: 33,635). Michael Gray holds 18,620 ordinary shares (2024: 11,627).
",
"dimensions": {
"concept": "eso:DisclosureOfDirectorsInterestsExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_D158281299_CY": {
"value": "22 Related parties
The Company has no ultimate controlling party.
Directors\u2019 fees during the year amounted to \u00a3149,290 (2024: \u00a3162,474) of which \u00a314,333 is accrued as at
31 January 2025 (2024: \u00a311,667).
There were no shares re-acquired from related parties during the year ended 31 January 2025 (2024: nil). Certain
Directors of the Company and other participants are incentivised in the form of equity settled share-based
payment transactions, through a Jointly Owned Share Plan (see note 7).
Details of remuneration payable to key service providers are included in note 5 to the financial statements.
Performance fees are paid to the Investment Advisor following the realisation of the investments held by the Subsidiaries
and the accrual for this performance fee is deducted in calculating the fair value of Subsidiaries (see note 5).
In December 2021, ESO Alternative Investments LP invested \u20ac10 million into EPIC Acquisition Corp (\u201cEAC\u201d), a
special purpose acquisition company (\u201cSPAC\u201d) and EAC\u2019s sponsor, EAC Sponsor Limited (the \u201cSponsor\u201d). The
Sponsor was jointly led by the Investment Advisor and TT Bond Partners (an independent party). In February 2024,
the realisation of the investment in EPIC Acquistion Corp was completed, realising \u20ac6.2 million. The realisation
from EAC Sponsor Limited remains subject to the completion of the liquidation.
In May 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a31.5 million to reduce
Rayware\u2019s senior debt.
In June 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.4 million in Whittard. The
cash was returned by Whittard in two equal instalments of \u00a30.2 million in October 2024 and in December 2024.
In July 2024, the Company agreed the extension of the maturity of \u00a34.0 million unsecured loan notes to 24 July
2025. Delphine Brand, a Managing Partner of EPIC and a connected party of Giles Brand (a person discharging
managerial responsibilities (\u201cPDMR\u201d) for the Company), is a minority holder of the unsecured loan notes.
In October 2024, the Company through its subsidiary ESO Investments 1 Limited, invested \u00a32.0 million to reduce
Rayware\u2019s senior debt and has a \u00a31.0 million contingent guarantee outstanding to Rayware\u2019s third-party lenders
as at 31 January 2025.
In January 2025, the Company, through its subsidiary ESO Investments 1 Limited, invested \u00a30.7 million to reduce
David Philips\u2019s senior debt.
Giles Brand, Managing Partner of the Investment Advisor, is a director of Luceco plc and Hamsard 3145 Limited
(trading as Whittard of Chelsea).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory_D299160244_CY": {
"value": "23 Commitments and Contingencies
As at 31 January 2025, ESO Investments 1 Limited has a contingent guarantee of \u00a31.0 million outstanding (2024:
\u00a31.75 million) in favour of Rayware and its third-party debt providers.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfReservesAndOtherEquityInterestExplanatory_D1540666209_CY": {
"value": "24 Other information
The revenue and capital reserves are presented in accordance with the Board of Directors\u2019 agreed principles,
which are that the net gain / loss on investments is allocated to the capital reserve and all other income and
expenses are allocated to the revenue reserve and other equity. The total reserve of the Company for the year
ended 31 January 2025 is \u00a380,618,174 (2024: \u00a381,529,521).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_D1944028213_CY": {
"value": "25 Subsequent events
There were no subsequent events after the end of reporting period.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
},
"ifrs-full_AddressOfRegisteredOfficeOfEntity_E8_CY": {
"value": "Langham Hall Fund Management (Jersey) Limited Gaspe House 66-72 Esplanade, St Helier Jersey JE1 2LH",
"dimensions": {
"concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity",
"language": "en",
"entity": "scheme:213800BQKN9C23A7LK98",
"period": "2024-02-01T00:00:00/2025-02-01T00:00:00"
}
}
}
}