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

The ASHL business was established in May 2019 to explore the significant opportunities in the Financial Services advisory sector. Prior to this year, we had made four acquisitions, Sense Network Limited, Lyncombe Consultants Limited, the advisers from NDL and Rockhold Asset Management Limited (previously iFunds). We made a further five acquisitions in the year 2023 - Friarsgate Financial Planning Limited, North Financial Planning Limited, Sheafmoor Money Management Limited, Hancock Associates Limited and Richard Armitage Wealth Management South West Limited. In 2024, two further acquisitions were made – Hanson Assured Limited and Bright Star Wealth Limited. Post year end, the trade and assets of those entities acquired during 2023 and 2024 were disposed of, however they will continue to stay within the network firms of Sense Network Limited or Lyncombe Consultants Limited.

Our strategic objectives are to ensure value for consumers and the creation of high-quality support propositions for financial advisers and owners of adviser firms.

In 2021 the group successfully established its own asset management platform – Rockhold Asset Management which strengthens the offering of the group and is complimentary to the Network members. From inception this has grown as one of the investment solutions adopted by Network firms. Post year end – March 2025 this was disposed of.

We continue to look at the cost of our current debt. We will also hire additional staff and invest in improving services where required.

The individual networks continue to deliver strong revenue and profit growth as the beneficial impacts of the group take effect.

As part of growing a sustainable business we will continue to improve the quality benchmarks we require advisers to achieve. Historically, some advisers have not been able to meet these higher standards and have sought authorisation directly from the Financial Conduct Authority.

The Directors are pleased with the trading performance of the group following the numerous acquisitions made in recent years.

During this period the group has maintained the historic trading success of Sense Network which is growing and also seen growth in the trade of Lyncombe. The growth across the group is by organic recruitment strengthened in 2024 by acquisition.

The Directors plan to continue to implement the growth strategy increasing the numbers of advisers across all areas of the group that share our compliant and well controlled ethos and culture.

The activities of the group expose it to a variety of risks, both financial and operational. Those which have a material impact on the group are as follows:

Market risk

Like all financial services business the group is exposed to downturns in the market. The group tries to mitigate this through a close focus on costs and relationships with member firms. Market sensitivity is factored into our financial modelling, an area which is reported on a monthly basis to the Risk committee to ensure the board is aware of any financial impact of market or commercial downturns.

Performance risk

The group may under-perform against benchmarks. To mitigate this risk, performance in all areas of the business is monitored on a regular basis, allowing remedial action to be taken where necessary.

Operational risk

The business is exposed to the risk of disruption to its operations arising from system failures or management stretch. This risk is mitigated by ensuring the business has a strong, experienced, and capable management team who work alongside a number of key external relationships which support the group when required.

Regulatory risk

The group’s trading subsidiaries require Financial Conduct Authority (“FCA”) approval to undertake its network business and a breach of the FCA rules might lead to the withdrawal of this approval. The Group continues to mitigate this risk by way of an experienced and growing and dedicated regulatory team and fostering a compliance-focused culture. Several new roles have been introduced to strengthen compliance controls and expand the breadth of knowledge within the company.

People risk

As a service company loss of member firms and management is also a risk. We mitigate this by how we manage and look after staff.

Interest rate risk

The group has recently replaced private with commercial debt with the latter being at an improved interest rate. We have options to restructure this further and continue to monitor the relative costs.

Credit Risk

The group’s credit risk is minimal as a result of the income predominantly being taken at source. The amounts presented in the balance sheet are net of allowances for doubtful debts.

Liquidity risk

The group has sufficient liquid cash resources to finance the working capital of the group and all regulatory requirements.

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, amongst other matters, to the:

• likely consequences of any decisions in the long-term;

• interests of the Company’s employees;

• need to foster the Company’s business relationships with suppliers, customers and others;

• impact of the Company’s operations on the community and environment;

• desirability of the Company maintaining a reputation for high standards of business conduct;

• need to act fairly as between members of the Company.

In discharging its section 172 duties, the Company has regard to the factors set out above and the Directors recognise their role in promoting the success of the Company. The Company’s values are underpinned by the following Principles of Conduct and Action.

General principles of conduct

• Professional commitment

• Respect for others

• Integrity

• Loyalty

• Solidarity

Principles of action

• Respect for the law

• Caring for the environment

• Worker health and safety

• Employee rights

A strong compliance culture – the Directors have acted in support of the continued development of the ASHL compliance culture.

Internal audit and business control – directors have continued to ensure that the business understands and adheres to the business control framework and formal risk management planning.

The Directors also fulfil their duty by particularly focusing on the following areas:

• Regulatory requirements

• Employment policies

• Safety, ethics and environment

• Sustainable purchasing and payments to suppliers

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

The principal activity of the company continued to be that of a holding company. The principal activity of the group was that of a financial services network.

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

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

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

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 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:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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.

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.

We have audited the financial statements of Adviser Services Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group's and the parent company's affairs as at 31 December 2024 and of the group's profit 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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 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:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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

Our objectives are to obtain reasonable assurance about whether the 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £5,577,605 (2023: £4,680,578).

Adviser Services Holdings Limited (“the company”) is a private limited company incorporated by shares in England and Wales. The registered office is Brookdale Centre, Manchester Road, Knutsford, Cheshire, United Kingdom, WA16 0SR.

The group consists of Adviser Services Holdings Limited and all of its subsidiaries.

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.

The 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 Reduced Financial Reporting Regime, as permitted by FRS 102, regarding the disclosure requirements of Sections 3, 4, 7, 11, 12 and 33 of the standard.

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. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Adviser Services Holdings Limited together with all its subsidiaries.

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

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

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

Following the acquisition made in 2023, there has been further acquisitions made in 2024, and these have been successfully consolidated into the group for the year ended 31 December 2024. Alongside this there has been a growth in adviser numbers across the networks throughout the year. The company and its subsidiaries comprise a meaningful participant in the wealth management sector, and is well positioned to continue to grow further within the market. Furthermore, the group has a strong net asset position including signficant cash reserves as well as the availability of further finance if this were required.

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

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

• the amount of turnover can be measured reliably;

• it is probable that the group will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Please see note 2 for details on the group's recognition of accrued income.

Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable assets and liabilities. It is amortised to the profit and loss account over its estimated useful life of 10 years.

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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 recognised in the profit and loss account.

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

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.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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, 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are assessed for indicators of impairment at each reporting end date.

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.

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, including creditors, 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. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

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.

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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax 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 enacted or substantively enacted at the balance sheet date. 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.

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.

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

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.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The payaway accrual is calculated based upon the average actual payaway made to firms across the year, applied to actual fee and commission income (FCI) received at bank and to accrued income. Accrued income is calculated as detailed below.

In addition to actual FCI received at bank, income includes pipeline FCI of new business which is accrued for as income and accrued recurring fee income. Pipeline FCI is calculated based on expected income data taken from Intelligent Office with the following assumptions applied:

• Draft - cases with status changed in the last three months.

• Submitted to provider - cases with status changed in the last 12 months.

• In force - cases with status changed in the last 3 months with a policy start date of less than 3 months.

• Due - cases with status changed in the last 3 months.

Once a figure is derived, 75% of it is recognised as income to allow for cases not proceeded with, based on historical experience of successful policy completion allowing room for cases not taken up, for example, due to underwriting decisions on protection policies and mortgages where sales do not proceed to completion.

In addition, the directors have estimated that cash receipts received up to 45 days post year-end relate to recurring fee income for the year, and have recognised this amount as accrued income accordingly.

Exceptional items relate to one-off costs incurred in relation to the post year end restructuring, detailed in the post balance sheet events note.

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

All turnover arose in the United Kingdom.

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

Their aggregate remuneration comprised:

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

The valuation change relates to the reduced deferred consideration paid to the old shareholders of Friarsgate Financial Planning Limited for the first anniversary payment.

On 29 October 2024, the group acquired 20% of the Ordinary share capital of Tatton Financial Planning Limited for consideration of £721,647.

In the year, the company purchased 40% of the Ordinary share capital of Muras Baker Jones Limited for £550,000, and then subsequently disposed of its investment for the same amount.

The company also purchased 100% of the Ordinary share capital of Bright Star Wealth Limited for consideration of £707,446 and of Hanson Assured Ltd for consideration of £692,325.

The valuation change relates to the reduced deferred consideration paid to the old shareholders of Friarsgate Financial Planning Limited for the first anniversary payment.

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

Registered office addresses (all UK unless otherwise indicated):

* held indirectly

Included within other creditors is deferred consideration in relation to the purchase of the new acquisitions in the year, see note 24.

The loan is secured by way of floating charge over all the assets of the company.

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

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.

On 25 April 2024, 51 C1 Ordinary shares of £0.01 were issued at par.

On 5 June 2024, 112 C1 Ordinary shares of £0.01 were issued at par.

On 3 July 2024, 34 C1 Ordinary shares of £0.01 were issued at par.

On 4 July 2024, 33 C1 Ordinary shares of £0.01 were issued at par.

On 10 July 2024, 179 C1 Ordinary shares of £0.01 were issued at par.

On 5 September 2024, 179 C1 Ordinary shares of £0.01 were issued at par.

On 24 September 2024, 436,841 A1 Ordinary shares of £0.01 were issued at a premium of £2.49.

On 25 September 2024, 22,318 A1 Ordinary shares of £0.01 were issued at a premium of £2.49.

On 27 September 2024, 27,728 A1 Ordinary shares of £0.01 were issued at a premium of £2.49, 99,000 A1 Ordinary shares of £0.01 were reallocated from treasury at a premium of £1.10 and a correction to treasury shares of 8,000 A1 shares.

On 18 September 2024, 204 C1 Ordinary shares of £0.01 were issued at par.

On 1 October 2024, 67 C1 Ordinary shares of £0.01 were issued at par.

On 18 October 2024, 24 C1 Ordinary shares of £0.01 were issued at par.

On 29 October 2024, 134 C1 Ordinary shares of £0.01 were issued at par.

The share premium account represents the difference between the par value of the shares issued and the subscription or issue price.

The profit and loss reserve represents cumulative trading profits and losses, less equity dividends paid.

On 11 April 2024 the group acquired 100 percent of the issued capital of Bright Star Wealth Ltd.

On 15 July 2024 the group acquired 100 percent of the issued capital of Hanson Assured Ltd.

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

In preparing these financial statements, advantage has been taken of the provision under section 33 of FRS 102, which states that disclosure is not required of transactions with companies which are part of the same group, provided consolidated financial statements in which the company is included are publicly available.

The ultimate controlling party of the company and group is the board of directors by virtue of their majority share holding in Adviser Services Group Holdings Limited.

In March 2025, the company carried out a group restructure whereby a new holding company, Adviser Services Group Holdings Limited, acquired 100% of the Ordinary share capital of Adviser Services Holdings Limited by way of share-for-share exchange.

As part of this restructure, the group also disposed of its investment in its subsidiary, Rockhold Asset Management Limited, as well as the trade and assets of the recently acquired subsidiaries Bright Star Wealth Limited, Friarsgate Financial Planning Limited, Hancock Associates Limited, Hanson Assured Ltd, North Financial Planning Limited, Richard Armitage Wealth Management South West Limited and Sheafmoor Money Management Limited (which had previously been hived into fellow group members Sense Network Limited and Lyncombe Consultants Limited immediately after their respective acquisitions in 2023 and 2024).