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
• 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.
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.
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.
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:
The robust planning, organisation and implementation of our Consumer Duty strategy in advance of the Consumer Duty coming into effect in July 2023. Our Consumer Duty plan was reviewed both pre and post adoption by a recognised third-party evaluator.
Linking Senior Managers and Certification Regime (SM & CR) requirements to the creation of Key Risk Indicators (KRI) and Key Performance Indicators (KPI) and management information to monitor, review and escalate conduct risk;
Development of a reporting framework to the Executive Committee and the board; and
Annual and ongoing performance management review process with all employees.
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:
How the group’s IT systems are used and maintained;
Threats relating to Cyber Security, data privacy and IT governance; and
Loss of data and data outage.
The group employs a robust IT framework of security measures to mitigate any perceived risks in the areas identified, including but not limited to:
Regular third-party patch updates to operating software and anti-virus protection;
Robust VPN employed for all remote connections external to the office;
Device management to restrict the access to data from external parties and lockdown of USB drives;
Online Backup solution for data recovery;
Inbound and outbound email defense architecture;
Two factor authentication for logins to network and CRM; and
External audits, penetration testing and assessments of the group’s IT controls.
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:
Ensuring that the appropriate remuneration structures are in place and undertaking a regular internal and external benchmarking exercise;
Annual and ongoing performance management review process with all employees;
Provision of a comprehensive benefits package and regular benefits review; and
Conducting an employee engagement survey to enable us to align our employees’ interests with those of the company.
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.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2024.
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.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
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.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
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.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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 are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
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.
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
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
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):
The directors are evaluating any impact these standards will have on the financial statements of the group.
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:
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:
Forecast period: 4 years (FY2024 to FY2027), aligned to Board-approved business forecasts.
Post-forecast growth rate: 3%, reflecting management’s estimate of the long-term growth rate for the business.
Discount rate (WACC): 6.28%, derived using a weighted average cost of capital methodology based on market data and specific risk adjustments for the CGU.
Revenue growth: Management has assumed specific growth rates over the forecast period, based on expectations of continued inflows and market performance.
Terminal value: A terminal growth rate of 3% has been applied to extrapolate cash flows beyond the forecast period.
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.
Sensitivity analysis
Management has performed sensitivity analysis to assess the potential impact of changes in key assumptions:
A 0.5% increase in the discount rate would reduce the CGU’s value-in-use by £9.5 million.
A 0.5% reduction in short-term revenue growth would reduce the value-in-use by £4.1 million.
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.
The average monthly number of persons (including directors) employed by the group during the period was:
Their aggregate remuneration comprised:
The group considers there to be no key management personnel outside of the the directors.
The charge for the period can be reconciled to the profit per the income statement as follows:
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.
Details of the company's principal operating subsidiaries are included in note 15.
Details of the company's subsidiaries at 31 December 2024 are as follows:
The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:
No significant receivable balances are impaired at the reporting end date.
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:
The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.
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.
Each share carries rights to vote and rights to dividend distributions.
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.
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.
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:
Protection of financial strength: Managing risk to limit the impact of adverse events on capital and income. The group's risk appetite is regularly reviewed by the Board in line with strategic goals and resources.
Risk transparency: Ensuring risks are clearly understood by senior management and the Board, allowing for informed decision-making aligned to business objectives.
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.
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.
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.