Company Registration No. 15001811 (England and Wales)
PW Bidco Limited
Annual report and
group financial statements
for the period ended 31 December 2024
PW Bidco Limited
Company information
Directors
T J Whiting
P A Steer
F A D Ohlin
I G Gibson
D L Buckland
Secretary
K Vaiksaar
Company number
15001811
Registered office
Shell Mex House
80 Strand
London
WC2R 0DT
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Bankers
SEB - Skandinaviska Enskilda Banken SA
One Carter Lane
London
EC4V 5AN
Solicitors
Womble Bond Dickinson (UK) LLP
Oceana House
39-49 Commercial Road
Southampton
SO15 1GA
PW Bidco Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group statement of financial position
11
Parent company statement of financial position
12
Group statement of changes in equity
13
Parent company statement of changes in equity
14
Group statement of cash flows
15
Notes to the group financial statements
16 - 37
PW Bidco Limited
Strategic report
For the period ended 31 December 2024
1

The directors present the strategic report for the period ended 31 December 2024.

 

Directors' duties

 

The directors of PW Bidco Limited (the 'company') and its subsidiaries (the 'group'), being registered in the UK, have certain duties to shareholders and other stakeholders – including employees, customers, suppliers and other providers within the Financial Services sector. These duties are detailed in section 172 of the UK Companies Act 2006. These include but are not limited to promoting the business and paying due regard to:

 

•    the likely consequences of decisions in the long term;

 

•    the interests of employees;

 

•    business relations with customers, suppliers, etc;

 

•    the impact of the business on the community and environment;

 

•    the reputation for a high standard of business conduct; and

 

•    acting fairly between members.

 

The directors fulfil these duties in the course of their day-to-day business and by means of a framework of reporting between the Executive Committee and the board. The following paragraphs look to expand on how the duties detailed above are met and will continue to be fulfilled in the course of business:

 

Promoting the success of the group

 

The key aim of the group and its underlying companies therein is to provide independent financial planning and investment advice within the framework permitted as a firm authorised and regulated by the FCA. Our main client base comprises self-employed business owners, corporate clients and trusts and the main source of new clients is by referral from their accountants, lawyers and existing clients. The objective of independent financial advice is to provide the best and most suitable financial solutions to our clients, both as part of the initial review and on an on-going basis as their personal circumstances change as does the worldwide economy and tax system.

 

The group’s primary sources of revenue are fees generated by the initial client review, recommendation and implementation and subsequent on-going adviser charges in relation to the continuing supervision of the underlying investments and the client engagement undertaken with clients to ensure the ongoing suitability and appropriateness of the client plan to meet the clients’ objectives and risk levels.

As a business we strongly adhere to the culture of regular client communication and review to work in partnership with our clients and to the principles of Treating Customers Fairly. We aim to embed a culture of integrity within the business and support this with detailed Best Execution and Client Promise documents available on our website. This is aided by investment in our brand, press articles and events that enable us to engage with our target audience and cement our presence within the industry.

 

The group offers three investment propositions - advisory, managed portfolio services and bespoke discretionary fund management. The group aims to provide the most appropriate investment advice to meet the clients’ objectives whilst considering their attitude to risk and both tolerance and capacity for loss with the aim to generate growth and/or income according to the client’s time-horizon.

 

Fostering relationships with clients and suppliers

 

Relationships with clients

The group aims to build and maintain long term client relationships fostered on trust and transparency whilst delivering a high-quality service. Clients are reviewed at least annually in line with both our Client Promise and Client Service Fee Agreement. This in addition to client feedback surveys ensure all client relationships are reviewed and monitored.

 

PW Bidco Limited
Strategic report (continued)
For the period ended 31 December 2024
2

Relationships with suppliers

The group has longstanding relationships with suppliers, platforms and providers with an expectation of the utmost integrity and discretion. Third party suppliers are reviewed to ensure the suitability of products and security of data complies with the most recent Regulatory Framework in which the company operates.

 

Performance

 

For the period ending 31 December 2024, group profits totalled £1.3m, reflecting the strong trading performance of Timothy James & Partners Limited. This performance, combined with supportive market conditions for much of the year, contributed positively to the group’s financial position.

 

One of the most important measures for the group is Assets Under Advice ('AUA") as this is a key metric in

monitoring the progress of the firm and measuring market performance, net new business and revenue. AUA as at

31 December 2024 was £1,442m. Approximately two-thirds of revenue for the firm is linked to AUA by way of

recurring fees of £8.940m. New Business fees were £3.300m. Mortgage fees accounted for £0.566m from 306

mortgages completed.

 

Administrative expenditure for the period to 31 December 2024 was £10.7m. Management continue to actively manage costs, with expenditure benefiting from cost-saving measures implemented across the business.

 

In the context of risk and uncertainties 2024 was noteworthy for two reasons.

 

Firstly, it was a positive year for investments particularly global equities. This was a welcome recovery after a period, now known as the “Great Inflation”, which ran from 2020 through to the end of 2023. The calendar year 2024 delivered meaningful returns across the board. The MSCI delivered an 18.67% return, which suggests a strength in the US market. The UK FTSE All Share only delivered 5.6% in comparison but as a firm we have always had a global investment bias rather than a traditional “home bias”.

The group exposure to other risks such as interest rate, credit and concentration risk are considered in Note 29.

 

The group does not have any material exposure to either Russian clients or investments in Russia.

 

The group is exposed to the property market as approximately 17% (2023: 18%) of initial fees are generated by arrangement and advisory fees in relation to property transactions.

Future developments

On the 30 May 2025, Timothy James & Partners Holdings Limited, a subsidiary of PW Bidco Limited was acquired by Fidelius Financial Holdings Limited. Prior to the acquisition, Timothy James & Partners Holdings Limited was a 100% owned subsidiary of PW Bidco limited.

As at the date of signing, the ultimate controlling party of which the results of the company are consolidated is Söderberg & Partners Holding AB which is incorporated and registered in Sweden.

This transaction represents a non-adjusting event under IAS 10 Events after the Reporting Period, as the transaction occurred after the reporting date. While the financial position as of 31 December 2024 remains unchanged, the transaction is expected to have significant positive implications for the group’s future operations, financial structure and governance.

Management has evaluated the impact of this transaction and determined that additional disclosures regarding the anticipated financial and operational effect will be provided in future reporting periods.

PW Bidco Limited
Strategic report (continued)
For the period ended 31 December 2024
3

Operational risk

 

The board, together with the Executive Committee, Investment Committee, management and employees of Timothy James & Partners Limited strive to manage risk (both known and emerging) effectively to protect both the interests of our clients, the group’s reputation and how the Financial Services industry is regarded as a whole.

 

The board considers that culture and values are a key determinant of the long-term success of the group and seeks to ensure that the appropriate behaviors are in evidence at all levels across the firm, including in the following ways:

 

 

IT risk

 

The board recognises the increased importance and reliance on IT systems and processes and, along with the Executive Committee and Operations Team identifies specific risks in relation to:

 

 

The group employs a robust IT framework of security measures to mitigate any perceived risks in the areas identified, including but not limited to:

 

In addition to this all staff are trained how to best use the IT systems in place and what to be aware of with regard to phishing attacks, data breaches and data recovery.

 

People risk

 

The board recognises our employees as a critical asset and utilises the following methods to mitigate potential people related risks:

 

 

During the period, there were no losses of key personnel. The group maintained the support structure of the business to ensure that there is sufficient capacity to manage the increase in new clients and ensure the ability of the firm to continue its high-level of client service.

PW Bidco Limited
Strategic report (continued)
For the period ended 31 December 2024
4

On behalf of the board

.............................................
F A D Ohlin
Director
11 July 2025
PW Bidco Limited
Directors' report
For the period ended 31 December 2024
5

The directors present their annual report and financial statements for the period ended 31 December 2024.

Principal activities

The group is authorised and regulated by the Financial Conduct Authority and its principal activity during the year was that of providing independent financial advice and planning.

Results and dividends

The results for the period are set out on page 10.

The group made a pre-tax profit of £1,556,047 for the period ended 31 December 2024.

No dividends were paid.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

T J Whiting
(Appointed 2 January 2024)
P A Steer
(Appointed 2 January 2024)
F A D Ohlin
(Appointed 13 July 2023)
I G Gibson
(Appointed 2 January 2024)
D L Buckland
(Appointed 2 January 2024)
Auditor

Saffery LLP were appointed as auditor and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

PW Bidco Limited
Directors' report (continued)
For the period ended 31 December 2024
6
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

 

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the company for that period.

 

In preparing these financial statements, International Accounting Standard 1 requires that directors:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

 

 

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
..............................................
F A D Ohlin
Director
11 July 2025
PW Bidco Limited
Independent auditor's report
To the members of PW Bidco Limited
7
Opinion

We have audited the financial statements of PW Bidco Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

 

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

PW Bidco Limited
Independent auditor's report (continued)
To the members of PW Bidco Limited
8

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the group and parent company financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

PW Bidco Limited
Independent auditor's report (continued)
To the members of PW Bidco Limited
9

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Di Leto (Senior Statutory Auditor)
For and on behalf of Saffery LLP
11 July 2025
Statutory Auditor
71 Queen Victoria Street
London
EC4V 4BE
PW Bidco Limited
Group statement of comprehensive income
For the period ended 31 December 2024
10
Period
ended
31 December
2024
Notes
£
Revenue
4
12,418,575
Gross profit
12,418,575
Other operating income
28,333
Distribution costs
(180,939)
Administrative expenses
(10,676,623)
Operating profit
5
1,589,346
Investment revenues
9
27,823
Finance costs
10
(61,122)
Profit before taxation
1,556,047
Income tax expense
11
(228,989)
Profit and total comprehensive income for the period
1,327,058
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
PW Bidco Limited
Group statement of financial position
As at 31 December 2024
11
2024
Notes
£
Non-current assets
Goodwill
12
14,882,821
Property, plant and equipment
13
246,081
15,128,902
Current assets
Trade and other receivables
16
938,728
Cash and cash equivalents
2,576,269
3,514,997
Current liabilities
Trade and other payables
19
1,901,264
Current tax liabilities
248,411
Lease liabilities
21
218,001
Provisions
23
175,000
2,542,676
Net current assets
972,321
Non-current liabilities
Lease liabilities
21
23,785
Deferred tax liabilities
22
26,081
49,866
Net assets
16,051,357
Equity
Called up share capital
25
145,000
Merger reserve
26
14,404,299
Retained earnings
1,502,058
Total equity
16,051,357
The financial statements were approved by the board of directors and authorised for issue on 11 July 2025 and are signed on its behalf by:
..............................................
F A D Ohlin
Director
Company registration number 15001811 (England and Wales)
PW Bidco Limited
Company statement of financial position
As at 31 December 2024
31 December 2024
12
2024
Notes
£
Non-current assets
Investments
14
14,123,041
Other receivables
17
455,699
14,578,740
Current assets
Cash and cash equivalents
542,362
Current liabilities
Trade and other payables
20
567,200
Current tax liabilities
1,151
568,351
Net current liabilities
(25,989)
Net assets
14,552,751
Equity
Called up share capital
25
145,000
Merger reserve
26
14,404,299
Retained earnings
3,452
Total equity
14,552,751

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £3,452.

The financial statements were approved by the board of directors and authorised for issue on 11 July 2025 and are signed on its behalf by:
11 July 2025
..............................................
F A D Ohlin
Director
Company registration number 15001811 (England and Wales)
PW Bidco Limited
Group statement of changes in equity
For the period ended 31 December 2024
13
Share capital
Merger reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 13 July 2023
-
-
-
-
Period ended 31 December 2024:
Profit and total comprehensive income
-
-
1,327,058
1,327,058
Transactions with owners:
Issue of share capital
25
145,000
14,404,299
-
14,549,299
Balance at 31 December 2024
145,000
14,404,299
1,502,058
16,051,357
PW Bidco Limited
Company statement of changes in equity
For the period ended 31 December 2024
14
Share capital
Merger reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 13 July 2023
-
-
-
-
Period ended 31 December 2024:
Profit and total comprehensive income
-
-
3,452
3,452
Transactions with owners:
Issue of share capital
25
145,000
14,404,299
-
14,549,299
Balance at 31 December 2024
145,000
14,404,299
3,452
14,552,751
PW Bidco Limited
Group statement of cash flows
For the period ended 31 December 2024
15
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
33
1,649,312
Interest paid
(61,122)
Net cash inflow/(outflow) from operating activities
1,588,190
Investing activities
Purchase of property, plant and equipment
(7,757)
Proceeds from disposal of property, plant and equipment
1,083
Purchase of subsidiaries, net of cash acquired
(13,374,358)
Interest received
27,823
Net cash used in investing activities
(13,353,209)
Financing activities
Proceeds from issue of shares
14,549,299
Payment of lease liabilities
(208,011)
Net cash generated from/(used in) financing activities
14,341,288
Net increase in cash and cash equivalents
2,576,269
Cash and cash equivalents at beginning of year
-
0
Cash and cash equivalents at end of year
2,576,269
Relating to:
Bank balances and short term deposits
2,576,269
PW Bidco Limited
Notes to the group financial statements
For the period ended 31 December 2024
16
1
Accounting policies
Company information

PW Bidco Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is Shell Mex House, 80 Strand, London, WC2R 0DT.

 

The group consists of PW Bidco Limited and all of its subsidiaries.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

 

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company PW Bidco Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truegroup has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
17
1.5
Revenue

Revenue for the group represents fees and commissions receivable in respect of independent financial planning and advice to its customers – clients seeking independent financial advice in both an initial and ongoing capacity.

 

Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business and is shown net of VAT and other sales related taxes. All revenue is recognised on the basis that the group has met its performance obligations on a continuous basis in the case of contracts relating to ongoing financial advice. For contracts relating to initial advice transactions revenue is recognised upon policy start date, transfer date or completion date – depending on the product – when the obligation to implement the financial advice is deemed satisfied.

1.6
Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

 

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

1.7
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25% reducing balance
Plant and equipment
Over duration of lease

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

The directors have considered the impact of the PPE: Proceeds before intended use – and have not identified any to assets that this would apply to nor any amendments to Plant, property and equipment reporting in the financial statements.

1.8
Non-current investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
18
1.9
Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial assets

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

Financial assets are classified as at FVTPL when the financial asset is held for trading. This is the case if:

 

 

Financial assets at FVTPL are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Interest and dividends are included in 'Investment income' and gains and losses on remeasurement included in 'other gains and losses' in the statement of comprehensive income.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
19
Financial assets held at amortised cost

Financial assets with fixed or determinable payments and fixed maturity dates that the company has the positive intent and ability to hold to maturity are classified as held to maturity investments.

 

Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.

 

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

 

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and 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.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

 

Financial assets classified as available for sale are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income. Where an AFS financial asset is disposed of or determined to be impaired, the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss.

 

Dividends and interest earned on AFS financial assets are included in the investment income line item in the statement of comprehensive income.

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
20
Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

 

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.12
Financial liabilities

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

 

 

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
21
1.13
Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
22
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
23
1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Adoption of new and revised standards and changes in accounting policies

In the current period, the following new and revised standards and interpretations have been adopted by the group and have an effect on the current period or a prior period or may have an effect on future periods:

Lease Liability in Sale and Leaseback (Amendments to IFRS 16) effective 1 January 2024

Non-current Liabilities with Covenants (Amendment to IAS 1 and Practice Statement 2) effective 1 January 2024

Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) effective 1 January 2024

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

(Amendments to IFRS 7)
Financial Instruments: Disclosures (Amendments to IFRS 7) effective 1 January 2026
(Amendments to IFRS 9)
Financial Instruments (Amendments to IFRS 9) effective 1 January 2026
(Amendments to IAS 7)
Statement of Cash Flows (Amendments to IAS 7) effective 1 January 2026
(Amendments to IFRS 18: Basis for Conclusions and illustrative examples)
Presentation and Disclosure in Financial Statements (Amendments to IFRS 18: Basis for Conclusions and Illustrative Examples) effective from 1 January 2027

The directors are evaluating any impact these standards will have on the financial statements of the group.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
24
3
Critical accounting estimates and judgements

In applying the group’s accounting policies, management is required to make judgements, estimates and assumptions concerning the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and associated assumptions are based on historical experience and other relevant factors, but actual results may differ from those estimates.

 

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 both the current and future periods if the revision impacts multiple periods.

 

The preparation of the financial statements requires management to make judgements and estimates that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in estimation, actual outcomes may differ from those predicted.

 

The estimate with the most significant impact on the financial statements include:

Key sources of estimation uncertainty
Impairment of goodwill

The group assesses the recoverable amount of goodwill annually by estimating its value-in-use. This assessment involves considering various factors, including the carrying value of the cash-generating unit (CGU), current forecasts, and projected future cash flows. Key assumptions in the impairment model include the discount rate and revenue growth projections.

 

As at 31 December 2024, the carrying value of goodwill allocated to the Timothy James & Partners Limited and Timothy James & Partners Holdings Limited CGU was £14.9 million. Management noted that a 1% increase in the discount rate would reduce the value in-use by £17.6 million, while a 1% reduction in the revenue growth rate assumption would reduce the value-in-use by £15.8 million. In both scenarios, no impairment would be triggered.

 

Impairment testing of goodwill

 

Goodwill of £14.9 million has been allocated to the Timothy James & Partners Limited and Timothy James & Partners Holdings Limited CGU for the purposes of annual impairment testing. The group assesses the recoverable amount of this CGU using a value-in-use approach, based on projected future cash flows.

 

The value-in-use calculations are based on management-approved forecasts covering a four-year period. Key assumptions used in these forecasts, to which the CGU’s recoverable amount is most sensitive, are as follows:

 

Basis of assumptions

 

Assumptions are derived from historical experience, market data, and internal analysis. The discount rate is based on the group’s post-tax weighted average cost of capital. The growth rate used beyond the forecast period does not exceed the long-term average growth rate for the market in which the CGU operates. No assumptions differ materially from past experience or externally available data.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
3
Critical accounting estimates and judgements (continued)
25

Sensitivity analysis

 

Management has performed sensitivity analysis to assess the potential impact of changes in key assumptions:

 

 

In both cases, the value-in-use remains comfortably above the carrying value of the CGU and no impairment is required.

 

As at 31 December 2024, the value-in-use of the Timothy James & Partners Limited CGU was £81.3 million, compared to a carrying amount (including goodwill) of £18.6 million, providing headroom of £62.7 million. Hence, management consider that no impairment charge is required.

4
Revenue
2024
£
Revenue analysed by class of business
Commissions Receivable - New Business
163,768
Commissions Receivable - Other
361,360
Fees Receivable - New Business
3,143,810
Fees Receivable - Other
8,749,637
12,418,575
2024
£
Revenue analysed by geographical market
United Kingdom
12,418,575
5
Operating profit
2024
Operating profit for the period is stated after charging/(crediting):
£
Research and development costs
2,570
Fees payable to the group's auditor for the audit of the group's financial statements
69,000
Depreciation of property, plant and equipment
344,935
Loss on disposal of property, plant and equipment
1,198
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
26
6
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group including all subsidiaries
69,000
7
Employees

The average monthly number of persons (including directors) employed by the group during the period was:

2024
Number
84

Their aggregate remuneration comprised:

2024
£
Wages and salaries
6,844,021
Social security costs
780,799
Pension costs
216,024
7,840,844
8
Directors' remuneration
2024
£
Remuneration for qualifying services
903,528
Group pension contributions to defined contribution schemes
3,710
907,238
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
£
Remuneration for qualifying services
305,000

The group considers there to be no key management personnel outside of the the directors.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
27
9
Investment income
2024
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
27,823
10
Finance costs
2024
£
Interest on lease liabilities
61,122
11
Income tax expense
2024
£
Current tax
UK corporation tax on profits for the current period
248,411
Deferred tax
Origination and reversal of temporary differences
(19,422)
Total tax charge
228,989

The charge for the period can be reconciled to the profit per the income statement as follows:

2024
£
Profit before taxation
1,556,047
Expected tax charge based on a corporation tax rate of 25.00%
389,012
Effect of expenses not deductible in determining taxable profit
19,412
Group relief
(6,849)
Movement in deferred tax not recognised
(174,640)
Fixed asset differences
2,325
Qualifying charitable donations
(271)
Taxation charge for the period
228,989
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
28
12
Intangible assets
Goodwill
£
Cost
Arising on consolidation
14,882,821
At 31 December 2024
14,882,821
Carrying amount
At 31 December 2024
14,882,821
13
Property, plant and equipment
Plant and equipment
Fixtures and fittings
Total
£
£
£
Cost
Additions
-
0
7,757
7,757
Business combinations
999,553
1,026,019
2,025,572
Disposals
-
0
(8,694)
(8,694)
At 31 December 2024
999,553
1,025,082
2,024,635
Accumulated depreciation and impairment
Charge for the period
244,789
100,146
344,935
Eliminated on disposal
-
0
(6,413)
(6,413)
Business combinations
673,169
766,863
1,440,032
At 31 December 2024
917,958
860,596
1,778,554
Carrying amount
At 31 December 2024
81,595
164,486
246,081
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
29
14
Investments
Company
Current
Non-current
2024
2024
£
£
Investments in subsidiaries
-
0
14,123,041
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note 15.

15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
shares held
% Held
Direct
Voting
Timothy James & Partners Holdings Limited
Shell Mex House, 80 Strand, London WC2R 0DT
Intermediate holding company
Ordinary
100
-
Timothy James & Partners Limited
Shell Mex House, 80 Strand, London WC2R 0DT
Providing independent financial advice and planning
Ordinary
-
100
16
Trade and other receivables
2024
£
Trade receivables
314,075
Provision for bad and doubtful debts
(52,050)
262,025
Other receivables
3,112
Prepayments
673,591
938,728
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
30
17
Trade and other receivables
Company
Non-current
2024
£
Amounts owed by subsidiary undertakings
455,699
18
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:

Carrying value
Fair value
2024
2024
£
£
Trade receivables net of allowances
262,025
262,025
Other debtors
3,112
3,112
Prepayments
673,591
673,591
938,728
938,728

No significant receivable balances are impaired at the reporting end date.

Movement in the allowances for doubtful debts
2024
£
Balance at 13 July 2023 and at 31 December 2024
52,050
19
Trade and other payables
2024
£
Trade payables
691,585
Accruals
363,430
Social security and other taxation
279,395
Other payables
566,854
1,901,264
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
31
20
Trade and other payables
Company
2024
£
Trade payables
550,000
Accruals
17,200
567,200
21
Lease liabilities
2024
Maturity analysis
£
Within one year
218,001
In two to five years
23,785
Total undiscounted liabilities
241,786

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
£
Current liabilities
218,001
Non-current liabilities
23,785
241,786
2024
Amounts recognised in profit or loss include the following:
£
Interest on lease liabilities
61,122
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
32
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

ACAs
Retirement benefit obligations
Total
£
£
£
Business combinations
54,159
(8,656)
45,503
Deferred tax movements in current year
Charge/(credit) to profit or loss
(20,297)
875
(19,422)
Liability at 31 December 2024
33,862
(7,781)
26,081
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
33
23
Provisions for liabilities
2024
£
Dilapidations provision
175,000
All provisions are expected to be settled within 12 months from the reporting date.
Movements on provisions:
Dilapidations provision
£
Acquired in business combination
175,000

The group has recognised a provision for future dilapidation costs associated with leasehold properties totalling £175,000.

 

Uncertainty and assumptions:

 

The amount and timing of the expected outflows are inherently uncertain and are based on management’s assessment of the condition of the properties, lease terms, and estimated costs to restore the premises to their original condition at the end of the lease term. These estimates include assumptions about inflation, current market rates for repairs, and the likelihood of landlord enforcement.

24
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
216,024

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
34
25
Share capital
2024
2024
Ordinary share capital
Number
£
Authorised
Ordinary A Shares of 1p each
7,395,000
73,950
Ordinary B Shares of 1p each
2,030,000
20,300
Ordinary C Shares of 1p each
5,075,000
50,750
14,500,000
145,000
Issued and fully paid
Ordinary A Shares of 1p each
7,395,000
73,950
Ordinary B Shares of 1p each
2,030,000
20,300
Ordinary C Shares of 1p each
5,075,000
50,750
14,500,000
145,000

Each share carries rights to vote and rights to dividend distributions.

26
Merger reserve
2024
£
At the beginning of the period
-
Arising on share issue
14,404,299
At the end of the period
14,404,299
PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
35
27
Acquisitions of a business

On 2 January 2024, the group acquired 100% of the share capital of Timothy James & Partners Holdings Limited through a share-for-share exchange agreement. The total consideration for the acquisition was £14,123,041.

Book value
Adjustments
Fair value
Net assets of business acquired
£
£
£
Intangible assets
204,157
(204,157)
-
Property, plant and equipment
585,540
-
585,540
Trade and other receivables
597,756
-
597,756
Cash and cash equivalents
198,683
-
198,683
Obligations under finance leases
(449,797)
-
(449,797)
Trade and other payables
(1,471,459)
-
(1,471,459)
Tax liabilities
(45,503)
-
(45,503)
Provisions
-
(175,000)
(175,000)
Total identifiable net assets
(380,623)
(379,157)
(759,780)
Non-controlling interests
-
Goodwill
14,882,821
Total consideration
14,123,041
The consideration was satisfied by:
£
Cash
13,573,041
Deferred consideration
550,000
14,123,041
Net cash outflow arising on acquisition
£
Cash consideration
13,573,041
Less: Cash and cash equivalents acquired
(198,683)
13,374,358
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Revenue
12,418,575
Profit after tax
1,295,057

The goodwill arising on the acquisition of the company is attributable to the strong trading position of Timothy James & Partners Limited which is controlled by the company.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
36
28
Capital risk management

The group is subject to FCA capital requirements which it maintains. The group keeps a close eye on the FCA requirements on a regular basis and it has designated personnel who deal with compliance.

29
Financial instruments risk

Risk management principles

 

The group’s approach to risk management focuses on protecting financial strength and reputation, while ensuring capital is effectively deployed to maximise income and shareholder value. Its framework is underpinned by:

 

 

Market risk

 

Market risk arises from changes in factors such as interest rates, foreign exchange rates, equity and commodity prices, and market volatility.

 

Concentration risk

 

The group does not engage in proprietary trading and has limited credit exposure, making it largely unaffected by concentration risk related to sector, industry, geography or counterparty.

 

Credit risk

 

Credit risk is the risk of loss if a counterparty fails to fulfil a financial obligation. The group does not engage in lending activities; its exposure is limited to amounts due from fees and commission income receivable.

30
Events after the reporting date

On 20 May 2025, the board of directors declared a final dividend of £0.079 per share, amounting to a total of £1,150,000 in respect of the year ended 31st December 2024.

 

The dividend was fully paid 29 May 2025 and has not been recognised as a liability in the financial statements as at 31 December 2024 in accordance with IAS 10.

 

The dividend will be recorded in the financial statements for the year ending 31 December 2025.

PW Bidco Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2024
37
31
Related party transactions

At the statement of financial position date, the company was owed £455,699 by Timothy James & Partners Limited, a subsidiary company.

 

The company owed £550,000 to other related parties.

 

All transactions with group entities reflect appropriate charges for the costs of services including the rental of IT equipment from Soderberg and Partners Technology.

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Controlling party
On the 30 May 2025, Timothy James & Partners Holdings was acquired by Fidelius Financial Holdings Limited.
This transaction represents a non-adjusting event under IAS 10 ‘Events after the Reporting Period', as the acquisition occurred after the reporting date. While the financial position as of 31 December 2024 remains unchanged, the acquisition is expected to have significant implications for the group's future operations, financial structure, and governance.
Management has evaluated the impact of this transaction and determined that additional disclosures regarding the anticipated financial and operational effect will be provided in future reporting periods.
As at the date of signing, the ultimate controlling party is that headed by Söderberg & Partners Holding AB which is incorporated and registered in Sweden.
33
Cash generated from/(absorbed by) operations
2024
£
Profit for the period before income tax
1,556,047
Adjustments for:
Finance costs
61,122
Investment income
(27,823)
Loss on disposal of property, plant and equipment
1,198
Depreciation and impairment of property, plant and equipment
344,935
Movements in working capital:
Increase in trade and other receivables
(340,972)
Decrease in trade and other payables
(120,195)
Cash generated from/(absorbed by) operations
1,474,312
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