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

The Company’s principal activity is private client wealth management, operating within the United Kingdom. Our vision, ‘Together We’ll Prosper’, continues to shape our strategic direction. We believe that matching the right adviser with the right client, and offering the most appropriate services and solutions, enables us to deliver industry-leading client outcomes that help power prosperity.

Despite an uncertain macroeconomic backdrop, Sovereign Wealth Limited delivered strong results in 2024, underscoring the resilience of our model and our commitment to client-centric financial planning.

The UK economy remained under pressure through 2024. Inflation fell sharply from the highs of 2022–2023, closing the year at 4.2% (ONS, December 2024), but real incomes remained constrained. The Bank of England held interest rates at 5.25% for much of the year to combat inflation and manage wage pressures. These conditions posed challenges for both savers and investors, yet also prompted increased demand for professional financial advice to safeguard and grow wealth.

Amid this backdrop, Sovereign had another year of substantial new client investments (Gross Inflows) of £196m (2023: £191m). This marked the first full year of integration for the acquisitions of Flavell Wealth Management Limited and PFPD Limited. The positive momentum in funds flow contributed to a year-on-year increase in funds under management (FUM) of 12.1%, and as at 31 December 2024 FUM totalled £3.14bn (2023: £2.80bn).

Adviser headcount grew by 17%, reflecting ongoing investment in our people and our continued support for the St. James’s Place Academy, which remains central to our strategy for organic growth. This pipeline ensures continuity and consistency in advice delivery.

Operational efficiency remained a key focus. Through rigorous cost control and focus on high-quality client engagement, the Company achieved earnings before interest, investment income, tax, depreciation and amortisation (EBITDA) of £2.5m in 2024 (2023: £2.7m). Due to rising interest costs and scheduled loan repayments amid a higher-rate environment, the Board took the prudent decision to suspend dividend distributions in 2024 to £Nil (2023: £786k), conserving capital for reinvestment and future strategic opportunities.

The principal risks and uncertainties affecting the business include the following:

• Changes to the regulatory framework: The full implementation of the FCA’s Consumer Duty regime, particularly in relation to closed products, has required significant operational and compliance adaptation. The firm continues to invest in training and compliance systems to ensure client outcomes align with regulatory expectations.

• Macroeconomic and inflationary pressure: Despite a gradual easing in headline inflation during the year, the cost-of-living crisis and interest rate fluctuations continue to influence client affordability and risk appetite. These factors affect both inflows and demand for advisory services.

• Global market volatility and US policy uncertainty: In early 2025, global financial markets experienced significant turbulence following the announcement of sweeping US tariffs by President Donald Trump. These measures led to a sharp decline in global stock markets, with the S&P 500 and NASDAQ experiencing substantial losses, erasing over $3 trillion in market value within days. Although markets partially rebounded by mid-May, it underscored the susceptibility of global financial systems to abrupt policy shifts in major economies. Such volatility poses risks to investor confidence and asset valuations, which are pertinent to our clients and the broader wealth management industry.

• Geopolitical instability: Ongoing conflict in Ukraine and renewed hostilities in the Middle East, particularly in Gaza and Israel, have sustained investor caution and contributed to market volatility, which may influence asset valuations and investor behaviour.

• Technological transformation and AI adoption: The rise of artificial intelligence in finance services presents both opportunities (e.g. operational efficiencies and client insight) and challenges (e.g. competition from digital-first platforms and ethical use of AI). Sovereign is actively exploring how AI can enhance client engagement while maintaining compliance.

• Cybersecurity and data protection: The risk of cyber threats remains high, particularly as digital services expand. In 2024, Sovereign invested in strengthening its IT controls, incident response plans, and staff training to mitigate operational and reputational risks associated with cyber crime. As part of this, we successfully renewed our Cyber Essentials Plus certification and accompanying cyber insurance, in order to mitigate risk

Sovereign remains focused on expanding its UK footprint organically through adviser growth, while longer term, continuing to assess and execute strategic acquisitions. Internationally, we are strengthening our presence in Hong Kong, Singapore, and Dubai, which offer long-term growth opportunities in wealth management services for expatriates and internationally mobile clients.

While headlines surrounding complaint volumes at St. James’s Place have attracted attention, Sovereign is confident in its service delivery and client satisfaction metrics and anticipates no material financial or reputational impact from those disclosures.

With a strong year of gross inflows behind us and an anticipated rebound in investment markets in 2025 (IMF projects UK GDP growth of 1.5% in 2025), Sovereign enters the new year positioned for sustainable growth and continued delivery of long-term value to clients and stakeholders.

On behalf of the board

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

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the review of the business and key performance.

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 company’s auditor 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 company’s auditor is aware of that information.

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 Sovereign Wealth Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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 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 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 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:

• the information given in the strategic report and the directors' report for the financial year 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

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

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including legislation such as the Companies Act 2006, taxation legislation, data protection, employment and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing legal and professional fee invoices

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.

• Testing key revenue lines, in particular cut-off and walk-through, for evidence of management bias.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions; and

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

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

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims;

• reviewing any correspondence with HMRC, and

• reviewing legal and professional fees incurred during the period to identify any potential indications of non-compliance with laws and regulations.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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.

The notes on pages 13 to 30 form part of these financial statements.

The notes on pages 13 to 30 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 13 to 30 form part of these financial statements.

Sovereign Wealth Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1265 Century Way, Thorpe Park, Leeds, Yorkshire, LS15 8ZB.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Sovereign Advisory LLP. These consolidated financial statements are available from its registered office, 1265 Century Way, Thorpe Park, Leeds, LS15 8ZB.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other group entities where the relationship is one of being wholly owned.

The directors consider the going concern basis to be appropriate having paid due regard to the company's projected results during the twelve months from the date the financial statements are approved and the anticipated cashflows, availability of bank facilities and mitigating actions that can be taken during that period.true

The directors acknowledge that at the balance sheet date the company had net current liabilities. This includes a balance of £16,500,000 within other creditors which, post year end, has been effectively refinanced as term debt. The repayment terms have been structured in a manner that allows the company to maintain its financial stability and capacity to service the debt.

Having regard to the above, the directors consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business. The fair value of consideration takes into account settlement discounts and rebates.

Turnover from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at he date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life of 14 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indications that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

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:

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 credited or charged to profit or loss.

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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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

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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.

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.

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, which include debtors , amounts due from group undertakings 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, 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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

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

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.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

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

The company operate a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

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 leases asset are consumed.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

In the application of the company’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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset. The directors have made key assumptions regarding the useful life of goodwill and have determined that is has a useful life of 14 years.

The directors have made key assumptions in relation to the fair value of intangible fixed assets.

Acquisition contract terms involve an element of deferred consideration where no interest is charged and where the amount payable is based on future events and performance. At the point of recognition the best estimates of these payments are recognised. As required under FRS 102, the value of the assets acquired and deferred consideration payable on an acquisition-by-acquisition basis has been discounted at a rate considered appropriate by the directors as being equal to the weighted average cost of capital for the company as at the date of acquisition is made. At the statement of financial position date this has been calculated as 10%. Correspondingly, a finance charge has been recognised within profit or loss in relation to the unwinding of the discount in relation to the deferred consideration.

No adjustment has been made to the value of the intangible fixed assets acquired, except where the terms of the agreement results in a change to the deferred consideration payable dependent on estimated economic outflows. This has been adjusted prospectively on the date that the conditions become known with a corresponding reduction in the value of deferred consideration payable.

The useful life of intangible fixed assets is re-assessed at each reporting date. Using industry standard and review of the company's client base against current life expectancy statistics, management have decided that a useful life of 14 years is appropriate, this is in line with the accounting standard and is reflective of the current client lists held.

The whole of the turnover is attributable to the company’s principal activity.

All turnover arose within the United Kingdom.

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

Their aggregate remuneration comprised:

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

Factors that may affect future tax charges

The directors consider there are no significant factors that may affect future tax charges.

The directors identified client bank balances acquired under business combinations incorrectly reported within goodwill, these balances have been reclassified as at 1 January 2024 between categories.

See note 25 for further details relating to hive-ups detailed in the above table.

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

Registered office addresses (all UK unless otherwise indicated):

Amounts owed from group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

The directors have guaranteed £8,750,631 (2023 - £9,062,236) of the bank loans detailed above and in the previous note.

The long-term loans are secured by fixed charges over the assets of the company.

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

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £8,973 (2023 - £6,549) were payable to the fund at the reporting date and are included in creditors.

Ordinary shares carry one vote per share, are entitled to participate equally in dividends and, if the company is wound up, share equally in the proceeds of the company's assets after all the debts have been paid.

During the prior year, one Ordinary £1 share was issued at par for cash consideration.

Retained earning represent cumulative profits and losses net of dividends paid and other adjustments.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company has taken advantage of the exemption available under FRS102 not to disclose transactions with Sovereign Advisory LLP or that entity's wholly owed subsidiary undertakings.

During the year ended 31 December 2024, £204,108 (2023 - £58,857) of staff costs were charged to entities under common control and at 31 December 2024 £504,124 (2023 - £455,673) was due from those entities.

During the year ended 31 December 2024, £260,631 (2023 - £143,667) of staff costs were recharged to entitles over which the company's ultimate controlling parties exert significant influence. No amounts were outstanding with these entities at 31 December 2024 or 31 December 2023.

During the year ended 31 December 2024, profit shares and management charges of £118,000 (2023 - £84,802) and £57,541 (2023 - £117,139) respectively were receivable from associates of the company. At 31 December 2024 £17,947 (2023 -£10,259) was due from these entities.

During the prior year, the net assets of an business undertaken by certain subsidiaries of the company were transferred into the company. As a result of these hive-ups, goodwill of £9,089,937 has been recognised in the company. An associated adjustment of £4,720,222 has been recognised as a reserves movement in the profit and loss account, being the accumulated amortisation on this goodwill from the original acquisition date of the subsidiaries until the date of the hive up.

During the year ended 31 December 2024, the trade of PFPD Limited was transferred into the company. As a result of the hive-up, goodwill of £911,629 and client banks of £4,746,474 have been recognised.

Advances or credits have been granted by the company to its directors as follows:

The Company's immediate parent company is Sovereign Wealth Holdings Ltd, which is incorporated in England and Wales and registered at 1265 Century Way, Thorpe Park, Leeds, United Kingdom, LS15 8ZB.

The smallest and largest group in which the results are consolidated is that headed by Sovereign Advisory LLP, a limited liability partnership incorporated in England and Wales and registered at 1265 Century Way, Thorpe Park, Leeds, LS15 8ZB. The consolidated accounts of the company are available to the public and may be obtained form Companies House, Crown Way, Cardiff, CF14 3UZ. No other group accounts include the results of the company.

The ultimate controlling party is considered to be C J Mardon and J Mardon.

A review by management of the composition of other intangible fixed assets has identified client bank balances which should have been included as disposals in the period prior to 2023. Accordingly comparative amounts have been restated to decrease other intangibles and retained reserves brought forward.

As a result of the restatement, it was determined the amortisation of other intangibles had been overstated in previous years and a loss on disposal had not been recorded. Comparative amounts have been restated to reduce the value of intangible assets by £1,635,564 in the period prior to 2023 and £454,820 in the year ended 2023.

Management also identified an incorrect classification of liabilities in the prior year, this resulted in amounts owed to group undertakings being decreased by £521,577 and other creditors increased by £521,577. Comparative amounts have been restated to reflect this and there has been no adjustment to retained reserves brought forward.