[2025] EWHC 2759 (Ch)

It was common ground that- whether or not his shareholding in OneE Group changed slightly over time- he was at all material times approximately a 20% shareholder and a director.

He explained, and I accept that:

Mr Timol suggested that after Mr Ismail’s departure around the end of 2013, the decision-making in the group was conducted on a collegiate basis, with Mr Timol, Mr Slattery and others having a role in it.

Now that I have a far greater picture of Mr Timol’s role from the further documents and his cross-examination, I make the following findings. In relation to the former, the most important new documents come from later in 2014 or after that, but in my judgment they cast light on Mr Timol’s role generally.

In my judgment, it was Mr Timol and Mr Slattery who played the key roles. There is no sign in the documents of others having as dominant a role as them in the development of Nemaura towards its launch, implementation and marketing. There was a 5 August 2014 e-mail to Mr Ismail that I deal with below, referring back to an earlier discussion with him, which suggests that Mr Ismail had not entirely bowed out at the point and was interested in how the Nemaura structure would be brought to a fruition. None of that is surprising given his shareholding. Further, Mr Johnson referred in his written evidence to Mr Ismail signing off presentations alongsideMr Timol (fourth statement, [17]). However, it is common ground that while Mr Ismail officially left in October 2014, his role had long since wound down and he essentially retired from the end of 2013 (day 1 transcript pp.122-123). Consistent with this, there is no suggestion in the documents after August 2014 or the evidence of a continuing significant role for him, and in any event in my judgment none of that detracts from the significance of the role of Mr Timol.

I accept that there was not a strict hierarchical structure in the sense of Mr Timol being regarded as the boss of Mr Slattery with Mr Slattery having particular carefully delineated reporting lines up to him. As mentioned above, I understood from Mr Timol’s testimony, and in any case find, that Mr Timol, Mr Slattery and Mr Johnson all worked in close proximity to one another from the same premises, and- as long as they were in the office- would be able to discuss things orally and frequently did. Therefore, there was a level of informality in the decision-making and the three of them worked closely together.

That is reflected in another theme of Mr Timol’s testimony, which is that much of the correspondence and documentation before me was an amalgam of commercial and technical tax, often including contributions from a number of authors or being the product of input from them, reflecting in turn the fact that the products had to be attractive to investors, defensible from a tax perspective and the internal commercial workings of the structure, such as lending between the entities, had to be appropriate and feasible. I accept that, but that naturally throws into sharp focus the difficulty for Mr Timol in distancing himself from an understanding of at least the key high-level elements of the tax reliefs and structuring of the products that the business sold, because:

Returning to Mr Timol’s role in the business, regardless of the informality of decision-making, in my judgment Mr Timol’s approval was needed and critical for any decision to launch or develop a particular product. He was responsible for the commercial side of the business, had occupied one of the two senior roles in the business for many years, and had by far the largest shareholding of any active participant in the business at that point (after Mr Ismail had stepped back). Therefore, his endorsement was needed for the launch or development of a particular product and he could prevent any such steps.

He was regarded as the most senior figure in the business after Mr Ismail’s departure, and in relation to Nemaura he could speak with particular authority on the commercial side given that he had invested in Nemaura and was – I understand from his CV- a non-executive director of Nemaura Pharma Ltd from April 2007 and a board member of Nemaura Medical Inc from December 2013.

Further as someone who had more recently come into a senior role and having seen their interactions in the documents now before me, I find that Mr Slattery would defer to Mr Timol in the event of disagreements on important points. In practice, that may have been unlikely to arise because Mr Slattery conducted the technical tax work and therefore would I imagine typically be the person bringing a tax proposition to Mr Timol, therefore, the dynamic would in my judgment have sometimes been that Mr Slattery would ask or discuss with Mr Timol at a certain point whether he was happy to proceed with a particular product, and Mr Timol would say yes or no. Consistent with this, I did not see any evidence of anyone- once Mr Ismail stepped back- who had such a senior financial or commercial role as Mr Timol, who had an economics degree, a history at a senior level in the business and had- I find- a key role in relation to OneE’s corporate development and strategy. There was, I find, no question of Mr Slattery for example, let alone anyone less senior, forcing through a product that Mr Timol was unhappy with.

In oral evidence, Mr Timol suggested that one would never reach the point of considering a veto because any objections would have been expressed at an earlier stage, for example well before a product was launched. That may well be the case, but none of that detracts from the points above.

Further, I find that Mr Timol would play a key part in the decision-making on whether a particular commercial element of the structure was acceptable or not, at the very least where the matter was brought to him for his consideration. An illustration of this in the material before me is the 10 October 2014 e-mail dialogue between Mr Slattery, Mr Timol and Mr Johnston, where a particular approach to the lending to the Nemaura structure is discussed between Mr Slattery and Mr Johnson, and- seemingly after the matter is explained to Mr Timol- the final e-mail in the chain, from Mr Slattery to Mr Timol, copying in Mr Johnson, informs Mr Johnson that “Bash has given the go ahead for this”. There are, conversely, no, and certainly no significant, occasions where Mr Timol seeks the go-ahead from Mr Slattery or Mr Johnson.

Consistent with all the above, Mr Timol accepted in cross-examination at the original trial that his sign-off on the marketing of the Nemaura structure was part of the process by which it came to reach the market: pp.519-520 of the transcript for day 4, and I found that potential projects would have been brought to him for approval.

Turning against that backdrop to the development of the Nemaura structure, I shall deal with the relevant points chronologically. The first of the four tax geared investment opportunities mentioned in April 2013 by Mr Ismail was Nemaura.

Nemaura was unusual for OneE in that it was a company in which Mr Timol already had an existing involvement. He had invested £325,000 in it in 2007, and it was, he says and I accept, a passion of his. He would ultimately, in 2018, become its chief business officer.

From Mr Timol’s perspective, he saw it in 2013 as a company that needed funding and could be benefited by the funding that generating an investment structure into it that was beneficial for tax purposes, and this would also supply a source of income for OneE. Therefore, if it could be made to work, it was a win-win situation in his eyes.

It is clear to me from the dialogue with Mr Sherry in April 2013 coupled with the absence of evidence of a continuing tax dialogue in the months that followed that the tax structuring had ground to halt prior to OneE coming into contact with Mr Corrigan, because Mr Sherry identified various problems with the tax planning then proposed, which did not involve R&D relief.

However, the desire to make Nemaura work as a tax product remained. By way of example, Mr Timol explained to Dr Chowdury, the Nemaura CEO, in his 29 May 2013 e-mail that he imagined that c.£20m of direct investment money could be generated for tax geared investments, and that “[w]e are planning on offering a ‘double play’ consisting of pharma via Nem[a]ura and building Kempinski hotels via Taurus Finance” and explained among other things which molecules he considered that Nemaura should select for use in the structure. The aim at that stage was to be ready for the autumn 2013 statement, but the inability to identify a tax planning route to make this work, coupled- I suspect- with the level of work that Mr Timol explained that the business was still processing for EBTs at that point, meant that was not achieved.

Mr Slattery having met Mr Corrigan in December 2013, a fuller follow-up meeting was arranged for 4 February 2014 to discuss in more detail tax structuring ideas and Mr Slattery suggested Mr Timol attend. The reason for this, in my judgment, was two-fold. Mr Timol’s buy-in for a tax product would be necessary if significant funds and time were going to be spent on developing a product and for the launch of that product, as explained above. Further, and consistent with that, he would likely have views on whether a particular product would be commercially attractive or not, being the leader on the commercial side of the business. True it is that he was not a sales team member for the products. However, as the person who was head of the commercial side of the business and as part of that played a critical role in overseeing its strategy and concerning himself with its financial results, in my judgment he would have needed to be comfortable that a product was worth the time and money.

At the time of the 4 February 2014 meeting, generating and marketing a tax-efficient structure for investment in Nemaura remained under active consideration. That is clear from what happened at the 4 February meeting and from the need to make as many of the tax geared investment projects work as possible. Consistent with that, one can see from an e-mail two days earlier from Mr Timol that Ms Needle had been advising on sharia-law compliance for the project.

At the meeting, Mr Corrigan- as I have found in the 2023 Judgment- explained his tax structuring idea. Integral to explaining it and interesting OneE in it would have been explaining in a simple manner its attraction and how it worked, in addition to describing the detail. Therefore, I consider that Mr Timol would have understood this.

As I have found in my 2023 Judgment and see no reason to depart from here, it was suggested at the meeting by one of the OneE attendees that the idea could be used for Nemaura.

It does not matter who it was who had this idea. What is important that it was mentioned. The idea would have been capable of being understood by Mr Timol, and he accepted in his oral testimony that he was capable of understanding fundamentals of the structure, particularly when put simply. As he put it under cross-examination, “If the question you are asking me is if somebody was to be in front of me now and say to me, “You can get 181% tax relief by having a tax geared investment with an LLP that is borrowing money and you get a tax relief on the full amount”, then yes, I accept that I could understand that. I am not that dim-witted to be able to not comprehend the essence of that.” (p.173 day 1 transcript). Further, I find that Mr Timol would have been interested in understanding it because Nemaura was an important project to OneE financially and him personally, and he would have been interested in how in outline a successful tax structure could be made to work for it that would generate significant revenue for Nemaura and OneE.

More generally, I consider that it is unlikely that Mr Slattery would have brought Mr Timol along to the meeting and suggested he attend if it was anticipated that Mr Timol would not follow or listen carefully to even the fundamental elements of what was said.

Mr Timol stated that he may have nodded along to some of the technical elements of the meeting. However, all, or failing that certainly the vast majority, of the meeting concerned tax structuring and opportunities. I reject any suggestion that Mr Timol would have taken nothing or very little from the meeting.

Mr Timol has no independent recollection of the meeting to gainsay any of this, and there is subsequent material, as I shall return to below, that is consistent with him holding this level of understanding.

Accordingly, I find that Mr Corrigan would have explained the core elements of the structure set out at [91] above and that Mr Timol would have understood them.

As explained in the 2023 Judgment, after a further dialogue between Mr Slattery, Mr Corrigan and Mr Johnson in March and April 2014, there was no further contact with him from early May 2014, and instead Mr Slattery with Mr Johnston’s assistance prepared tax instructions in relation to the Nemaura structure that incorporated the tax ideas put forward by Mr Corrigan.

Consistent with Mr Timol having an understanding of the structure, Mr Slattery circulated by 5 August 2014 e-mail a presentation on the corporate structure of Nemaura to Mr Ismail, copying in Mr Timol and asking him to note that Mr Slattery had included a funding circle of third party investors in the diagram who he understood from Mr Timol may be willing to provide finance for the structure alongside OneE’s clients. The e-mail attached and referred Mr Timol to a presentation on the Nemaura structure that is expressed in simple and clear terms, and sets out its fundamentals. It comprised slides in the following order: “1. The Structure of the Investment 2. Recap of investment, 3. First Year for Corporates 4. Illustrative Returns- Revenue and Capital 5. The Funding Circle 6. Tax Treatment for Corporates 7. Weeding out the risks 8. FCA Regulation 9. Entrepreneur’s Thought Process”. The slide on point 3 for example set out as part of it the 181.25% relief and included a simple worked example of how the tax relief for an investor would work if the investment was accompanying by a loan from a funding circle to increase the amount per pound of investor money that was paid to the LLP. Similarly, the slides on topic 6 explained the tax relief and size of it, slide 7 dealt with the need, among other things to ensure that the LLP was regarded as a commercial trading venture, which was something that had been emphasised to Mr Timol in commentary on case-law updates copied to him elsewhere in the material put before me as an important part of a tax geared investment structure, and the last slide set out the thought process from a commercial perspective of an investor in terms that I would have expected Mr Timol to read.

Mr Timol, who appears to have been away on holiday, responded 8 days later stating that they should discuss the funding circle point on his return.

His e-mail does not deal with whether he has read the presentation containing the funding circle in it, and he may not have done so immediately given that he was on holiday.

However, given that it set out many commercial elements of the structure, I would have expected him to have done so on his return at the latest. The slides explain, among other things:

I did not take Mr Timol to reject in cross-examination that he would have read the presentation and he accepted that he could have understood the concepts set out in it. In any event, regardless of that, I find that he would have read it and understood the key elements of the structure from it. It was deliberately expressed in a way that was easy to understand, and had a slide on the funding circle, so I would expected him to read it, particularly as he was directed to it in the covering e-mail and it was short, easy to comprehend, and set out the fundamentals of the structure, including how at a high level it would be put to investors from a commercial perspective. Further, this appears to have been the first attempt at generating a presentation for Nemaura, and therefore was an important juncture.

In the months that followed, the move towards launch, marketing and implementation of the Nemaura structure followed. The day before the 5 August e-mail, Mr Johnson e-mailed Mr Mullan with tax instructions, and a dialogue between the two on the technical tax points ensued.

October 2014 itself was an important month in which there are a number of documents involving Mr Timol:

Also in late October, Mr Corrigan complained strongly to Mr Slattery about the Nemaura structure, which he felt was based on his confidential idea. On 27 October, Mr Slattery e-mailed Mr Johnson, copying in Mr Timol, to an e-mail titled “FW: Kieran Corrigan” and attaching Mr Johnson’s 25 March 2013 e-mail and instructions to Mr Sherry, stating:

“Tim,

The attached may be an issue for us. I suspect that if we can prove that we developed the Nemaura R&D without his documentation, then we are ok. This is the case, but can we prove it? Further, did Kieran actually provide us with any documentation via e-mail?

We should first address the above points and the have an informal chat with Foot Anstey [OneE’s solicitors] as I can see this getting legal!”

Pausing there, the reason why the attached e-mail and instructions might be a problem for OneE was in my judgment that it showed that the original idea for the Nemaura tax planning, prior to OneE meeting Mr Corrigan, had not involved the use of R&D relief or the other key insights from Mr Corrigan’s proposal, as it did not mention R&D relief at all.

Mr Johnson responded the next morning, stating:

“Hi Dom,

We instructed counsel on CT planning involving LLPs and Nemaura Pharma months before we even heard of Kieran Corrigan. Unfortunately we did not mention R&D relief in the instructions however I would argue we were on that road anyway. The only reason we didn’t progress this at the time is because we shifted attention to PGS.

So the elements that Kieran may argue he brought to us that we can’t prove we would have done without him are:

1.

R&D relief- I think it would be extremely difficult for him to argue that this is his IP as it is a very well established statutory relief.

2.

Loan consortium to LLP to get enhanced relief. I would argue that our knowledge in this area (from Rehberg) existed without Kieran.

Finally I confirm that Kieran did sent his instructions to us by e-mail at one stage.”

In my judgment, Mr Johnson’s e-mail, despite points 1 and 2 of it, would not provide any comfort to a reader that the Nemaura structure had been built without using the insights as to R&D relief and related matters that Mr Corrigan had brought to OneE. On the contrary:

On the contrary, even if Mr Timol had forgotten about Mr Corrigan by this stage, reading this e-mail chain, which in my judgment he plainly did, would have reminded him. Further, it would have reminded him of the idea that Mr Corrigan had brought, because the whole concern being discussed in the chain is that the Nemaura structure could be regarded- as Mr Corrigan had asserted- as being based on the same R&D relief and R&D-based structure that Mr Corrigan had brought to them.

Standing back from the detail, this e-mail chain was less than 3 weeks after the large-scale launch of a key new product for OneE, that was hoped to generate large revenues for the group, and in the course of finalising a number of elements of the structure, as the e-mails above attest to. Therefore, I find that it would have been most unwelcome, which is why Mr Slattery (having in an earlier e-mail chain with Mr Johnston looked for the NDA signed) dug out the earlier instructions from 2013 and e-mailed Mr Johnson to seek to look for an answer to it. Given the potential ramifications of Mr Corrigan’s stance, the fact that Mr Slattery could “see this getting legal” and the Mr Timol’s role in relation to the financial position of the group, I consider that Mr Timol would plainly have been concerned to understand what was going on.

Mr Timol’s response to this e-mail being disclosed by Mr Johnson and put before the Court of Appeal was to include in his evidence an explanation that he had some confidence that he did not read it, because a response could not be found. This was used to seek to persuade the Court of Appeal that the further disclosure was unimportant to the question of Mr Timol’s liability. I firmly reject the suggestion that Mr Timol did not read these e-mails. Apart from the reasons in the last paragraph above, it is inconsistent with Mr Timol’s own explanation in his May 2025 witness statement of why the documents disclosed by Mr Johnson were not among the documents that he found, namely that he had deleted them. In my judgment, he can only have deleted such an e-mail after reading it.

Further, the desire to explain away this e-mail in a way that would mean he was unaware of its contents, rather than for example simply say he had read it but did not think anything more about it, indicates to me that he appreciated how damaging the e-mail was and wished, whether subconsciously or otherwise, to explain it away. His response cannot be put down, as he suggested in his evidence, to not engaging carefully enough with the matter before the Court of Appeal.

Mr Johnson explained that the advice from Foot Anstey was sought at the time, and it was as relayed later by Mr Johnson to Mr Slattery in an 8 July 2015 e-mail (an e-mail itself prompted by a renewed complaint from Mr Corrigan). The advice was that:

“Kieran Corrigan had very little prospect of challenging us for 3 main reasons:

1.

Based around R&D relief which is a very well-known stat relief

2.

We had already instructed counsel on a similar structure and can prove the same

3.

We tried our best to work with Kieran but he was very slow (he had been awaiting counsel opinion for months) and it was proving impossible to progress any work with him”

Again, as with Mr Johnson’s e-mail, in my judgment none of this contradicts the proposition that the idea for the R&D relief came from Mr Corrigan, and cannot have provided comfort on that point to Mr Timol if it was explained to him, which I consider that it probably was at the time.

Turning to later exchanges involving Mr Timol in 2014 and 2015:

I should pick out specifically the dialogue with Mr Chowdhury in early February 2015, because in my judgment this includes a revealing and important e-mail:

Mr Timol explained in oral evidence that the reason that Mr Chowdhury needed to be taken through the tax reliefs was to understand for Nemaura’s reputational reasons the sort of tax planning that was being used. I accept that.

However, in my judgment, it is clear that one of the key reliefs referred to is the sub-contractor R&D relief and what in outline that is and how it works. I find that it is clear that this would need to be explained and would have been. The reputational issue would arise from the use of an enhanced statutory relief like the 181.25% R&D sub-contractor relief, which in turn was being enhanced by gearing. Any explanation of the tax relief would have to explain the sub-contractor R&D relief. Mr Timol was saying that he was able to explain that to Mr Chowdhury and therefore that he understood it, at the very least at the general level necessary to explain it to Mr Chowdhury.

Finally in the chronological run, moving onto later dialogues involving Mr Timol set out in the documentary evidence before me:

More generally, Mr Timol accepted in cross-examination that there were a few refinements made over the years to the Nemaura structure after its introduction, and that he approved the commercial aspects of them (pp.260-261 day 2 transcript).

Finally, Mr Timol accepted that there had been at least one meeting where Mr Johnson had sat him down and explained the structure to him (p.256 day 2 transcript). Mr Johnson’s evidence was that he would have done so on a number of occasions. As mentioned above, I accept that. In my judgment, that is supported by and is consistent with the close interactions he had with Mr Timol, the references in the e-mails to Mr Timol asking for a discussion with Mr Timol, their close proximity and working relationship and the fact that it would make sense for Mr Johnson to talk Mr Timol through the structure in greater detail on the tax side before Mr Timol had important meetings with others where such points could be raised or where it bore on decisions to be taken about the structure.

I would have expected Mr Johnson, as he claims, to have explained the fundamentals of the tax structuring to Mr Timol as part of that, not least because the 181.25% tax relief was a key part of what was being offered commercially by the product. Further and importantly, as Mr Johnson explained orally, the size of the tax relief that it was intended to generate was connected with the other commercial elements of the structure, because features like the amount of lending that came in from a bank or funding circle to augment the funds advanced by OneE’s affected the level of relief that could be claimed.