Company registration number 02839315 (England and Wales)
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
COMPANY INFORMATION
Directors
P Berg
M Donnelly
C J Edwards
C Evans
D J Haram
S J Keenan
C Roberts
(Appointed 1 April 2024)
P M Sapiro
K J Swainson
D J Whalley
T M Winstanley
J Wolstencroft
(Appointed 1 April 2024)
Secretary
D J Whalley
Company number
02839315
Registered office
12 Princes Parade
Princes Dock
Liverpool
L3 1BG
Auditor
Lonsdale & Marsh
509 - 510 Cotton Exchange
Bixteth Street
Liverpool
L3 9LQ
Business address
12 Princes Parade
Princes Dock
Liverpool
L3 1BG
Bankers
HSBC
60 Queen Victoria Street
London
EC4N 4TR
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group profit and loss account
7
Group statement of comprehensive income
8
Group and company balance sheets
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Company statement of cash flows
13
Notes to the financial statements
14 - 34
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Business review

The group has performed well in the year in line with budgeted expectations. On 1 January 2025 the Griffiths & Armour group, including Griffiths & Armour (Holdings) Limited and all of its subsidiaries was sold to Aon UK Limited. The sale ensures the long-term continuity of the Griffiths & Armour propositions for clients and colleagues, as well as expanding the opportunities for both via Aon’s capabilities.

An important step in the integration with Aon will be the transfer of operations from their legacy Griffiths & Armour entities into Aon UK Limited, and this is expected to be done in early 2026.

Principal risks and uncertainties

The macro principal risks and uncertainties facing the trade of the group continue to be those presented by the wider economy, client merger and acquisition activity, and the fluctuations of the insurance market cycle. These risks have been significantly mitigated by becoming part of the Aon group.

Development and performance

The directors are of the opinion that the financial position of the group is strong as at the balance sheet date, and remain confident of further growth of the group up to the point at which its operations transfer into Aon UK Limited.

Key performance indicators

The group uses a range of financial and non-financial key performance indicators in pursuit of excellence in client service and best business practice. Revenue and expenditure are monitored monthly and compared with both agreed budgets and prior year amounts, and variances are analysed.

Financial position at the reporting date

The group's net assets at the reporting date were £16.7m (2024 £25.6m). Cash at bank was £2.7m (2024 £7.7).

The company’s net assets at the reporting date were £7.6m (2024 £6.4m). Cash at bank was £560k (2024 £3.5m).

Revenue

As shown in the group Profit & Loss Account on page 7 revenue for the year was £5.73m (2024 16 month period £9.55m).

Section 172 statement

For the year ended 31 March 2025 the major decision by the group to be acquired by Aon UK Limited was taken precisely to safeguard the long-term future of the business and its proposition to employees, clients and markets. The vision is to continue the Griffiths & Armour brand and operations within Aon, maintaining and enhancing through access to Aon’s greater resources, our reputation and the highest standards of business conduct.

On behalf of the board

D J Whalley
Director
24 July 2025
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the group continued to be that of insurance broker.

 

The subsidiaries and associated undertakings principally affecting the profits and net assets of the group in the year are listed in note 15 to the financial statements.

Results and dividends

The results for the year are set out on page 7.

Interim ordinary dividends have been paid amounting to £9,017,459 (2024 £8,758,728). The directors do not recommend payment of a final dividend.

Directors

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

P Berg
M Donnelly
C J Edwards
C Evans
R M H Griffiths (non-executive)
(Resigned 1 January 2025)
D J Haram
S J Keenan
C Roberts
(Appointed 1 April 2024)
P M Sapiro
J R M Simcox
(Resigned 1 January 2025)
K J Swainson
D J Whalley
T M Winstanley
J Wolstencroft
(Appointed 1 April 2024)
Other than going concern

On 1 January 2025 the Griffiths & Armour group, including Griffiths & Armour (Holdings) Limited and all subsidiaries, was acquired by Aon UK Limited. It is anticipated that all operations, together with the assets and liabilities of the Griffiths & Armour group will eventually be transferred into the operations of Aon UK Limited. It is expected that this will take place in early 2026. Subsequent to the transfer Griffiths & Armour (Holdings) Limited and all group entities will cease to trade. As a result the financial statements have been prepared on a basis other than that of a going concern which includes, where appropriate, writing down the group's assets to net realisable value. At the year end the group's assets consisted of trade debtors, other debtors and prepayments, amounts owed by the parent company and cash at bank, all of which are deemed fully recoverable and therefore no adjustment is required. Additionally, the financial statements do not include any provision for the future costs of terminating the business of the group except to the extent they were committed to at the balance sheet date.

Events after the balance sheet date

Apart from the expected transfer of operations to Aon UK Limited there are no other matters or circumstances which have arisen since 31 March 2025 which have significantly affected, or may affect the group's operations, the results of those operations or the group's state of affairs in future years.

Future developments

Information on likely future developments of the group are disclosed above.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Auditor

In accordance with the company's articles, a resolution appointing the auditor of the group will be put at a General Meeting.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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 period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
D J Whalley
Director
24 July 2025
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
- 4 -
Opinion

We have audited the financial statements of Griffiths & Armour (Holdings) Limited (Consolidated) (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group and company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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.

Emphasis of matter – financial statements prepared on a basis other than going concern

We draw your attention to note 1.5 to the financial statements which explains that the company's operations, assets and liabilities are expected to be transferred to Aon UK Limited in early 2026. Therefore the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as disclosed in note 1.5. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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:

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the 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 group or 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most significant are those which relate to Financial Conduct Authority regulations and those laws and regulations which have a direct impact on the financial statements such as the Companies Act 2006.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, included the following:

 

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including override of controls) and addressed the risk through:

 

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
- 6 -

In response to the risk of irregularities and non-compliance with laws and regulations, we designed our audit procedures which included, but were not limited to:

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Elaine Frances McElroy (Senior Statutory Auditor)
For and on behalf of Lonsdale & Marsh, Statutory Auditor
Chartered Accountants
509 - 510 Cotton Exchange
Bixteth Street
Liverpool
L3 9LQ
24 July 2025
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
Year
Period
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Turnover
3
5,816,499
9,545,216
Administrative expenses
(4,403,272)
(2,009,113)
Operating profit
4
1,413,227
7,536,103
Share of profits of joint ventures
-
721,790
Interest receivable and similar income
8
488,598
203,991
Interest payable and similar expenses
9
(97,522)
(7,366)
Amounts written off investments
10
(2,331,308)
(1,822)
(Loss)/profit before taxation
(527,005)
8,452,696
Tax on (loss)/profit
11
(1,067,199)
(1,489,894)
(Loss)/profit for the financial year
25
(1,594,204)
6,962,802
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
Year
Period
ended
ended
31 March
31 March
2025
2024
£
£
(Loss)/profit for the year
(1,594,204)
6,962,802
Other comprehensive income net of taxation
Actuarial gain on defined benefit pension schemes
2,800,000
496,000
Currency translation loss taken to retained earnings
(63,532)
(32,669)
Tax relating to other comprehensive income
(1,000,000)
(1,750)
Other comprehensive income for the year
1,736,468
461,581
Total comprehensive (loss)/income for the year
142,264
7,424,383
Total comprehensive (loss)/profit for the year is all attributable to the owners of the parent company.
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
GROUP AND COMPANY BALANCE SHEETS
AS AT
31 MARCH 2025
31 March 2025
31 March 2025
- 9 -
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
-
0
2,399,961
3,076,989
3,317,790
Current assets
Debtors
16
12,345,611
16,564,444
1,253,964
19,507
Non-statutory Trust client bank
1,231,340
2,691,040
-
-
Statutory Trust client bank
1,146,107
1,249,945
-
-
Cash at bank and in hand
2,740,237
7,687,721
560,148
3,477,485
17,463,295
28,193,150
1,814,112
3,496,992
Creditors: amounts falling due within one year
17
(3,621,217)
(5,005,838)
(304,618)
(420,466)
Net current assets
13,842,078
23,187,312
1,509,494
3,076,526
Total assets less current liabilities
13,842,078
25,587,273
4,586,483
6,394,316
Provisions for liabilities
Deferred tax liability
19
(1,000,000)
-
0
(1,000,000)
-
0
Net assets excluding pension surplus
12,842,078
25,587,273
3,586,483
6,394,316
Defined benefit pension surplus
21
4,000,000
-
4,000,000
-
Net assets
16,842,078
25,587,273
7,586,483
6,394,316
Capital and reserves
Called up share capital
22
4,124,851
4,118,351
4,124,851
4,118,351
Share premium account
23
123,500
-
0
123,500
-
0
Capital redemption reserve
24
51,550
51,550
51,550
51,550
Profit and loss reserves
25
12,542,177
21,417,372
3,286,582
2,224,415
Total equity
16,842,078
25,587,273
7,586,483
6,394,316

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £8,279,626. (2024 - £5,397,675 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 July 2025 and are signed on its behalf by:
M Donnelly
D J Whalley
Director
Director
Company registration number 02839315 (England and Wales)
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 December 2022
4,098,851
2,470,626
51,550
20,103,323
26,724,350
Period ended 31 March 2024:
Profit for the period
-
-
-
6,962,802
6,962,802
Other comprehensive income net of taxation:
Actuarial gains on defined benefit plans
-
-
-
496,000
496,000
Currency translation differences
-
-
-
(32,669)
(32,669)
Tax relating to other comprehensive income
-
-
-
(1,750)
(1,750)
Total comprehensive income
-
-
-
7,424,383
7,424,383
Issue of share capital
22,23
19,500
370,500
-
-
390,000
Dividends
12
-
-
-
(8,758,728)
(8,758,728)
Reduction of shares
23
-
(2,841,126)
-
-
(2,841,126)
Other movements
-
-
-
2,648,394
2,648,394
Balance at 31 March 2024
4,118,351
-
0
51,550
21,417,372
25,587,273
Year ended 31 March 2025:
Loss for the year
-
-
-
(1,594,204)
(1,594,204)
Other comprehensive income net of taxation:
Actuarial gains on defined benefit plans
-
-
-
2,800,000
2,800,000
Currency translation differences
-
-
-
(63,532)
(63,532)
Tax relating to other comprehensive income
-
-
-
(1,000,000)
(1,000,000)
Total comprehensive income
-
-
-
142,264
142,264
Issue of share capital
22,23
6,500
123,500
-
-
130,000
Dividends
12
-
-
-
(9,017,459)
(9,017,459)
Balance at 31 March 2025
4,124,851
123,500
51,550
12,542,177
16,842,078

The notes on pages 14 to 34 form part of these financial statements.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 December 2022
4,098,851
2,470,626
51,550
2,744,342
9,365,369
Period ended 31 March 2024:
Profit and total comprehensive income for the period
-
-
-
5,397,675
5,397,675
Issue of share capital
22,23
19,500
370,500
-
-
390,000
Dividends
12
-
-
-
(8,758,728)
(8,758,728)
Reduction of shares
23
-
(2,841,126)
-
-
(2,841,126)
Other movements
-
-
-
2,841,126
2,841,126
Balance at 31 March 2024
4,118,351
-
0
51,550
2,224,415
6,394,316
Year ended 31 March 2025:
Profit for the year
-
-
-
8,279,626
8,279,626
Other comprehensive income net of taxation:
Actuarial gains on defined benefit plans
-
-
-
2,800,000
2,800,000
Tax relating to other comprehensive income
-
-
-
(1,000,000)
(1,000,000)
Total comprehensive income
-
-
-
10,079,626
10,079,626
Issue of share capital
22,23
6,500
123,500
-
-
130,000
Dividends
12
-
-
-
(9,017,459)
(9,017,459)
Balance at 31 March 2025
4,124,851
123,500
51,550
3,286,582
7,586,483

The notes on pages 14 to 34 form part of these financial statements.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
30
4,205,752
(6,496,303)
Interest paid
(97,522)
(7,366)
Income taxes paid
(2,025,512)
(1,735,520)
Net cash inflow/(outflow) from operating activities
2,082,718
(8,239,189)
Investing activities
Dividends from joint ventures
-
1,297,298
Proceeds from disposal of investments
69,597
-
Interest received
288,598
203,991
Net cash generated from investing activities
358,195
1,501,289
Financing activities
Proceeds from issue of shares
130,000
390,000
Dividends paid to equity shareholders
(9,017,459)
(8,758,728)
Net cash used in financing activities
(8,887,459)
(8,368,728)
Net decrease in cash and cash equivalents
(6,446,546)
(15,106,628)
Cash and cash equivalents at beginning of year
11,628,706
26,768,291
Effect of foreign exchange rates
(64,476)
(32,957)
Cash and cash equivalents at end of year
5,117,684
11,628,706
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
31
(3,806,451)
(84,630)
Income taxes paid
(238,481)
-
0
Net cash outflow from operating activities
(4,044,932)
(84,630)
Investing activities
Proceeds from disposal of investments
69,597
-
Interest received
119,352
135,675
Dividends received
9,826,105
5,391,517
Net cash generated from investing activities
10,015,054
5,527,192
Financing activities
Proceeds from issue of shares
130,000
390,000
Dividends paid to equity shareholders
(9,017,459)
(8,758,728)
Net cash used in financing activities
(8,887,459)
(8,368,728)
Net decrease in cash and cash equivalents
(2,917,337)
(2,926,166)
Cash and cash equivalents at beginning of year
3,477,485
6,403,651
Cash and cash equivalents at end of year
560,148
3,477,485
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
1
Accounting policies
Company information

Griffiths & Armour (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 12 Princes Parade, Princes Dock, Liverpool, L3 1BG.

 

The group consists of Griffiths & Armour (Holdings) Limited and all of its subsidiaries.

1.1
Reporting period

These financial statements are for the year ended 31 March 2025. The previous financial statements were for the 16 month period to 31 March 2024. The change in the accounting reference date from 30 November 2023 was made to align the company's accounting reference date with that of its subsidiary undertakings. As such, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.2
Accounting convention

These consolidated financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The consolidated financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, 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. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Griffiths & Armour (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2025. 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.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

On 1 January 2025 the Griffiths & Armour group, including Griffiths & Armour (Holdings) Limited and all subsidiaries, was acquired by Aon UK Limited. It is anticipated that all operations, together with the assets and liabilities of the Griffiths & Armour group will eventually be transferred into the operations of Aon UK Limited. It is expected that this will take place in early 2026. Subsequent to the transfer Griffiths & Armour (Holdings) Limited and all group entities will cease to trade. As a result the financial statements have been prepared on a basis other than that of a going concern which includes, where appropriate, writing down the group's assets to net realisable value. At the year end the group's assets consisted of trade debtors, other debtors and prepayments, amounts owed by the parent company and cash at bank, all of which are deemed fully recoverable and therefore no adjustment is required. Additionally, the financial statements do not include any provision for the future costs of terminating the business of the group except to the extent they were committed to at the balance sheet date.

1.6
Turnover

Group turnover comprises brokerage commission and fees, and a subsidiary company's equity participation in Griffiths & Armour, an insurance broking partnership.

 

Brokerage income is recognised at the date of the inception of the risk. Fee income is recognised on the basis of services provided. Where there is an expectation of future servicing requirements an element of income relating to the policy is deferred to cover the associated contractual obligation.

1.7
Tangible fixed assets

Tangible fixed assets 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:

Plant and machinery
33 1/3% straight line
Fixtures, fittings and equipment
20% straight line

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 profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -

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

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

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

1.12
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 period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other periods 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.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 if, and only if, there is 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.

1.13
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 stock or fixed assets.

 

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

 

If relevant, 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.

1.14
Retirement benefits

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

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

 

The change in the net defined benefit liability arising from employee service during the period is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

 

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.16
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.

1.17

Insurance broking receivables and payables

Insurance brokers act as agents in placing the insurable risks of their clients with insurers and, as such, are not liable as principals for amounts arising from such transactions. In recognition of this relationship, debtors from insurance broking transactions are not included as an asset of the group. Other than the amount receivable for fees and commissions earned on a transaction, no recognition of the insurance broking transaction occurs until the group receives cash in respect of premiums or claims, at which time a corresponding liability is established in favour of the insurer or the client.

 

In certain circumstances the group advances premiums, refunds or claims to insurance underwriters or clients prior to collection. These advances are reflected in the consolidated balance sheet as part of trade receivables.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
3,380,463
5,961,030
Ireland
2,436,036
3,584,186
5,816,499
9,545,216
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
3,041
2,951
Depreciation of owned tangible fixed assets
-
1,427
Operating lease charges
42,553
51,567
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
16,500
15,000
Audit of the financial statements of the company's subsidiaries
28,178
32,259
44,678
47,259
For other services
Other assurance services
9,600
9,600
All other non-audit services
8,644
5,070
18,244
14,670
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Professional and technical
20
17
14
12
Administration
2
2
-
-
Total
22
19
14
12

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,954,933
1,073,879
47,106
83,744
Social security costs
221,890
123,936
14,863
8,628
Pension costs
184,506
165,757
-
0
-
0
2,361,329
1,363,572
61,969
92,372
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
47,106
83,744
Compensation for loss of office
100,000
-
147,106
83,744
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
288,598
203,983
Interest on the net defined benefit asset
200,000
-
0
Other interest income
-
8
Total income
488,598
203,991
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
288,598
203,983
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
97,522
4,340
Other finance costs:
Other interest
-
3,026
Total finance costs
97,522
7,366
10
Amounts written off investments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Exchange loss on financial assets held at fair value through profit or loss
(944)
(1,822)
Other gains/(losses)
Loss on disposal of fixed asset investments
(2,360,104)
-
Gain on disposal of investments held at fair value
29,740
-
(2,331,308)
(1,822)
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
642,694
1,490,165
Adjustments in respect of prior periods
424,505
-
0
Total current tax
1,067,199
1,490,165
Deferred tax
Origination and reversal of timing differences
-
0
(271)
Total tax charge
1,067,199
1,489,894

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
(Loss)/profit before taxation
(527,005)
8,452,696
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(131,751)
2,113,174
Tax effect of expenses that are not deductible in determining taxable profit
505,606
(1,219)
Tax effect of income not taxable in determining taxable profit
(50,000)
-
0
Gains not taxable
(7,435)
-
0
Unutilised tax losses carried forward
590,026
-
0
Adjustments in respect of prior years
424,505
-
0
Effect of change in corporation tax rate
-
(71,597)
Double tax relief
(64,997)
-
0
Group relief
(250,000)
-
0
Effect of revaluations of investments
236
455
Other non-reversing timing differences
8,299
5,506
Effect of overseas tax rates
44,153
(371,154)
Tax at marginal rate
(491)
-
0
Foreign exchange differences
(952)
(4,823)
Joint venture results accounted for as profit after tax
-
0
(180,448)
Taxation charge
1,067,199
1,489,894
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Taxation
(Continued)
- 23 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£
£
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
1,000,000
1,750
12
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
9,017,459
8,758,728
13
Tangible fixed assets
Group
Plant and machinery
Fixtures, fittings and equipment
Total
£
£
£
Cost
At 1 April 2024
29,113
28,442
57,555
Disposals
(29,113)
(28,442)
(57,555)
At 31 March 2025
-
0
-
0
-
0
Depreciation and impairment
At 1 April 2024
29,113
28,442
57,555
Eliminated in respect of disposals
(29,113)
(28,442)
(57,555)
At 31 March 2025
-
0
-
0
-
0
Carrying amount
At 31 March 2025
-
0
-
0
-
0
At 31 March 2024
-
0
-
0
-
0
The company had no tangible fixed assets at 31 March 2025 or 31 March 2024.
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
3,076,989
3,077,933
Investments in joint ventures
-
0
2,360,104
-
0
200,000
Unlisted investments
-
0
39,857
-
0
39,857
-
0
2,399,961
3,076,989
3,317,790
Movements in fixed asset investments
Group
Shares in joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2024
2,360,104
39,857
2,399,961
Disposals
(2,360,104)
(39,857)
(2,399,961)
At 31 March 2025
-
-
-
Carrying amount
At 31 March 2025
-
-
-
At 31 March 2024
2,360,104
39,857
2,399,961
Movements in fixed asset investments
Company
Shares in subsidiaries and joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 1 April 2024
3,277,933
39,857
3,317,790
Valuation changes
(944)
-
(944)
Disposals
(200,000)
(39,857)
(239,857)
At 31 March 2025
3,076,989
-
3,076,989
Carrying amount
At 31 March 2025
3,076,989
-
3,076,989
At 31 March 2024
3,277,933
39,857
3,317,790
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Griffiths & Armour Global Risks Limited
1
Insurance broker
Ordinary
100
Griffiths & Armour Insurance Brokers Limited
1
Insurance broker
Ordinary
100
Griffiths & Armour Limited
1
Insurance broker
Ordinary
100
Griffiths & Armour Professional Risks Limited
1
Insurance broker
Ordinary
100
Griffths & Armour Risk Management Limited
1
Risk management consultancy services
Ordinary
100
Griffiths & Armour Europe DAC
2
Insurance brokers
Ordinary
100

Registered office addresses (all UK unless otherwise indicated):

1
12 Princes Parade, Princes Dock, Liverpool L3 1BG.
2
Floor 3 Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18, Republic of Ireland.

The investments in subsidiaries are all stated at cost. All subsidiaries are included in the consolidated financial statements.

16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
493,996
260,214
-
0
-
0
Corporation tax recoverable
1,095,533
-
0
231,994
-
0
Amounts owed by group undertakings
1,000,000
-
1,021,970
19,507
Amounts owed by undertakings in which the company has a participating interest
9,698,455
16,263,691
-
-
Other debtors
3,972
-
-
0
-
0
Prepayments and accrued income
53,655
40,539
-
0
-
0
12,345,611
16,564,444
1,253,964
19,507
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Trade creditors
2,338,218
3,728,274
-
0
-
0
Amounts owed to group undertakings
-
0
8,879
265,103
24,158
Amounts owed to undertakings in which the group has a participating interest
184,214
399,297
23,016
372,710
Corporation tax payable
197,150
59,930
-
0
6,487
Other taxation and social security
51,634
28,896
-
0
2,109
Deferred income
20
499,693
545,925
-
0
-
0
Other creditors
125,959
2,400
-
0
-
0
Accruals and deferred income
224,349
232,237
16,499
15,002
3,621,217
5,005,838
304,618
420,466
18
Client money

The Financial Conduct Authority (FCA) have established a set of rules for UK insurance intermediaries to follow when handling Client Money called the Client Assets Sourcebook (CASS 5). CASS 5 requires that Client Money be held in either a statutory or non-statutory trust for the benefit of the related clients and insurers, and as such these monies are not the property of the broker. The monies so held and the related debtors and creditors would not therefore form part of the broker's net assets in the event of a winding-up and would not be available to its general creditors. One of the group members, Griffiths & Armour Global Risks Limited, is licensed by the FCA (No. 312048) to act as an insurance intermediary and has elected to hold Client Money in a non-statutory trust.     

 

Another group member, based in Ireland and licensed by the Central Bank of Ireland (No. C187793), Griffiths & Armour Europe DAC holds Client Premium under a statutory trust in accordance with the requirements of the Irish Consumer Protection Code 2012. These monies are held for the benefit of the related clients and insurer and are also not the property of the broker. As such the monies so held and the related debtors and creditors would not form part of the broker's net assets in the event of a winding-up and would not be available to its general creditors.     

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Retirement benefit obligations
1,000,000
-
Liabilities
Liabilities
2025
2024
Company
£
£
Retirement benefit obligations
1,000,000
-
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
19
Deferred taxation
(Continued)
- 27 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
-
-
Charge to other comprehensive income
1,000,000
1,000,000
Liability at 31 March 2025
1,000,000
1,000,000
20
Deferred income
Group
Company
2025
2024
2025
2024
£
£
£
£
Other deferred income
499,693
545,925
-
-
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
184,506
165,757

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

Defined benefit schemes

The group provide retirement benefits for qualifying employees in a defined benefit pension plan, namely The Pensions and Life Assurance Plan of Griffiths & Armour.

 

The plan closed to future accrual of benefits with effect from 31 May 2005.

 

Griffiths & Armour partnership was the principal employer and Griffiths and Armour Global Risks Limited was a participating employer.

 

In accordance with a Deed of Amendment and Substitution, dated 2 November 2024, the principal and participating employer, as noted above, were changed to Griffiths and Armour (Holdings) Limited.

 

The leaving employers were released from all obligations under the pension trust deed, ceased to participate in and be employers of the pension plan and ceased contributions which may be payable to the pension plan.

 

In accordance with the requirements of Financial Reporting Standard 102 an actuarial valuation was prepared as at 31 March 2025 by Gary Mayall of Aon, who is a fellow of the Institute and Faculty of Actuaries. The present value of the defined benefit obligation was measured using the projected unit credit method.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
21
Retirement benefit schemes
(Continued)
- 28 -
2025
2024
Key assumptions
%
%
Discount rate
5.9
4.80
Expected rate of increase of pensions in payment
2.4
2.85
Expected rate of salary increases
n/a
n/a
Mortality assumptions
2025
2024

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
86
87
- Females
89
89
Retiring in 20 years
- Males
87
88
- Females
90
91

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2025
2024
£
£
Group and company
Group
Present value of defined benefit obligations
16,600,000
166,000
Fair value of plan assets
(20,600,000)
(184,000)
Surplus in scheme
(4,000,000)
(18,000)
Surplus not recognised - see below
-
18,000
Total (asset)/liability recognised
(4,000,000)
-
The company had no post employment benefits at 31 March 2025 or 1 April 2024.

As at 31 March 2024 the defined benefit obligations and plan assets relating to group entity and participating employer, Griffiths & Armour Global Risks Limited, were disclosed in the consolidated accounts, which showed a surplus of £18,000. Due to uncertainties regarding the future of the group and therefore the possibility of recovering the surplus through either reduced contributions or upon winding up of the pension plan the surplus was not recognised in the statement of financial position.

 

As stated in the directors report the Griffiths & Armour group was acquired by Aon UK Limited on 1 January 2025. The pension scheme surplus as at 31 March 2025 has been recognised in the statement of financial position on the basis that the principal employer, Griffiths & Armour (Holdings) Limited, has an unconditional right to any remaining surplus assets on a winding up or dissolution of the plan.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
21
Retirement benefit schemes
(Continued)
- 29 -
Group
2025
2024
Amounts recognised in the profit and loss account
£
£
Costs/(income):
Net interest on net defined benefit liability/(asset)
(200,000)
-
Group
2025
2024
Amounts recognised in other comprehensive income
£
£
Costs/(income):
Actual return on scheme assets
(200,000)
(4,000)
Less: calculated interest element
1,000,000
10,000
Return on scheme assets excluding interest income
800,000
6,000
Actuarial changes related to obligations
(1,600,000)
(29,000)
Effect of changes in the amount of surplus that is not recoverable
-
18,000
Total costs/(income)
(800,000)
(5,000)
Group
Company
2025
2025
Movements in the present value of defined benefit obligations
£
Liabilities at 1 April 2024
166,000
-
Liabilities transferred from previous principal employer
17,534,000
17,700,000
Benefits paid
(300,000)
(300,000)
Actuarial gains and losses
(1,600,000)
(1,600,000)
Interest cost
800,000
800,000
At 31 March 2025
16,600,000
16,600,000

The defined benefit obligations arise from plans which are wholly or partly funded.

Group
Company
2025
2025
Movements in the fair value of plan assets
£
£
Fair value of assets at 1 April 2024
184,000
-
Assets transferred from previous principal employer
19,516,000
19,700,000
Interest income
1,000,000
1,000,000
Return on plan assets (excluding amounts included in net interest)
(800,000)
(800,000)
Benefits paid
(300,000)
(300,000)
Contributions by the employer
1,000,000
1,000,000
At 31 March 2025
20,600,000
20,600,000

The actual return on plan assets was £200,000 group and company (2024 £4,000 - group).

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
21
Retirement benefit schemes
(Continued)
- 30 -
Group
Company
2025
2024
2025
2024
Fair value of plan assets
£
£
£
£
Group Pension Contract
-
184,000
-
-
Indexed-Linked Gilt Fund
1,700,000
-
1,700,000
-
Buy-out Aware - Fixed Long Fund
9,200,000
-
9,200,000
-
Buy-out Aware - Real Long Fund
8,900,000
-
8,900,000
-
Cash
800,000
-
800,000
-
20,600,000
184,000
20,600,000
-
22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of £1 each
2,937,716
2,911,816
2,937,716
2,911,816
B ordinary shares of £1 each
1,187,135
1,206,535
1,187,135
1,206,535
4,124,851
4,118,351
4,124,851
4,118,351

All shares are allotted, issued and fully paid. The company has two class of ordinary share, namely A and B ordinary shares.

 

The holder of each A ordinary share is entitled to full voting rights and to participate in dividends and the proceeds in the event of a winding up of the company.

 

The holder of each B ordinary share is entitled to full voting rights and to participate in the proceeds in the event of a winding up of the company. Holders of B shares are not entitled to participate in dividends.

 

A registered B ordinary share can be automatically redesignated as an A ordinary share by the directors giving notice to the company without further resolution of members or directors.

 

A registered A ordinary share can be automatically redesignated as an B ordinary share by the directors giving notice to the company without further resolution of members or directors.

 

On 5 October 2023 19,500 B ordinary shares of £1 each were issued for an aggregate consideration of £20.00 each.

 

On 25 July 2024 6,500 B ordinary shares of £1 each were issued for an aggregate consideration of £20.00 each.

 

 

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
23
Share premium account
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
-
0
2,470,626
-
0
2,470,626
Issue of new shares
123,500
370,500
123,500
370,500
Share capital reduction
-
(2,841,126)
-
(2,841,126)
At the end of the year
123,500
-
0
123,500
-
0

On 30 October 2023 the parent company passed a special resolution that the share premium account of £2,841,126 be reduced to nil and the amount by which the share capital was reduced be credited to distributable reserves.

 

As disclosed in note 22 on 25 July 2024 6,500 B ordinary shares were issued at a premium of £123,500.

24
Capital redemption reserve
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning and end of the year
51,550
51,550
51,550
51,550
25
Profit and loss reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
21,417,372
20,103,323
2,224,415
2,744,342
Profit/(loss) for the year
(1,594,204)
6,962,802
8,279,626
5,397,675
Dividends
(9,017,459)
(8,758,728)
(9,017,459)
(8,758,728)
Actuarial differences recognised in other comprehensive income
2,800,000
496,000
2,800,000
-
0
Tax on actuarial differences
(1,000,000)
(1,750)
(1,000,000)
-
Currency translation differences
(63,532)
(32,669)
-
0
-
0
Other movements
-
2,648,394
-
2,841,126
At the end of the year
12,542,177
21,417,372
3,286,582
2,224,415
26
Events after the reporting date

Apart from the expected transfer of operations to Aon UK Limited, as disclosed in the Directors' Report, there are no other matters or circumstances which have arisen since 31 March 2025 which have significantly affected, or may affect the group's operations, the results of those operations or the group's state of affairs in future years.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 32 -
27
Directors' transactions

Dividends totalling £1,346,813 (2024 - £3,331,032) were paid in the year in respect of shares held by the parent company's directors.

28
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Commission and fees
Reimbursement of expenses
2025
2024
2025
2024
£
£
£
£
Group
Griffiths & Armour
749,998
895,938
201,443
205,934

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Entities with control, joint control or significant influence over the group
83,295
-
Griffiths & Armour
84,013
395,982
Company
Griffiths & Armour
23,016
372,710
Entities over which the company has control, joint control or significant influence
265,103
24,158

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
Entities with control, joint control or significant influence over the group
1,000,000
-
Griffiths & Armour
9,636,593
16,263,691
Company
Entities with control, joint control or significant influence over the company
1,000,000
-
Entities over which the company has control, joint control or significant influence
21,970
19,507
Other information

Griffiths & Armour is a partnership in which P Berg, M Donnelly, C J Edwards, C Evans, D J Haram, S J Keenan, P M Sapiro, K J Swainson and D J Whalley were partners until 1 January 2025. The partners are also directors of Griffiths & Armour (Holdings) Limited.

GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 33 -
29
Controlling party

At the end of the reporting period the company's immediate parent undertaking was Aon UK Limited, a company incorporated in England and Wales.

 

The ultimate parent undertaking and controlling party as at 31 March 2025 was Aon plc, a company incorporated and registered in the Republic of Ireland.

 

Copies of the group financial statements of Aon plc are available from the company's registered office at 15 George's Quay, Dublin 2, D02 VR98, Ireland.

30
Cash generated from/(absorbed by) group operations
2025
2024
£
£
(Loss)/profit after taxation
(1,594,204)
6,962,802
Adjustments for:
Share of results of associates and joint ventures
-
(721,790)
Taxation charged
1,067,199
1,489,894
Finance costs
97,522
7,366
Investment income
(488,598)
(203,991)
Depreciation and impairment of tangible fixed assets
-
1,427
Loss on sale of investments
170,260
-
Other gains and losses
2,161,048
1,822
Pension scheme non-cash movement
(1,000,000)
489,000
Movements in working capital:
Decrease/(increase) in debtors
5,314,366
(557,779)
Decrease in creditors
(1,475,609)
(13,903,148)
Decrease in deferred income
(46,232)
(61,906)
Cash generated from/(absorbed by) operations
4,205,752
(6,496,303)
GRIFFITHS & ARMOUR (HOLDINGS) LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 34 -
31
Cash absorbed by operations - company
2025
2024
£
£
Profit after taxation
8,279,626
5,397,675
Adjustments for:
Taxation charged
-
0
6,487
Investment income
(10,145,457)
(5,527,192)
Gain on sale of investments
(29,740)
-
Other gains and losses
200,944
1,821
Pension scheme non-cash movement
(1,000,000)
-
Movements in working capital:
Increase in debtors
(1,002,463)
-
(Decrease)/increase in creditors
(109,361)
36,579
Cash absorbed by operations
(3,806,451)
(84,630)
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