REGISTERED NUMBER: 01728085 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 June 2025

for

Chelsea Financial Services PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditor

6

Statement of Income and Retained Earnings

10

Balance Sheet

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

15

DIRECTORS:

Dr J M Holder

Mr D M McDermott

Mr S D Holder

Mr S T McDermott

SECRETARY:

Mrs S Holder

REGISTERED OFFICE:

St James Hall

Moore Park Road

London

SW6 2JS

REGISTERED NUMBER:

01728085 (England and Wales)

AUDITOR:

Paul Hartley FCA

Statutory Auditor

PO Box 27075

London

N2 0FZ

SOLICITORS:

Eversheds

Senator House

85 Queen Victoria Street

London

EC4V 4JL

The directors present their strategic report for the year ended 30 June 2025.

REVIEW OF BUSINESS

Markets have been stronger again this year but with a noticeable sell off following Liberation Day and the tariff announcements, but broadly markets are higher which is always important.

The focus, as always remains on the best interests of our clients and their needs and Chelsea keeps in regular contact with clear communications. The company is financially robust, the brand is strong and there is extensive client engagement

New business for the period on Aegon was over £20 million and Platform One was just under £8 million which the Board consider a satisfactory increase of funds under management totalling £950 million

On 5th June 2025, the VT Chelsea Managed Funds marked their 8th anniversary. All four of the funds are top quartile since launch. The Monthly Income fund was 2/136 in its sector.

The total AUA for these funds increased to £203.2m, a rise from £171m last year. This is 18% growth in AUA. The funds continue to enjoy regular inflows.

The fees associated to the funds are now £451,541 up from £346,917 which is an increase of 30%. This is a very positive number and reflects the move to become the IM.

From the 3rd of March CFS became the investment manager on the funds having previously been the investment adviser. This should lead to an increase in fees going forward as above. The investment team has adapted well to the new role. Also CFS is now a MIFID firm and our capital adequacy has increased. Again, the firm is meeting all the enhanced regulatory requirements.

Additionally, the VT Chelsea Managed funds continue to be a sought-after service which helps to retain clients.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk to the Company's business remains a stock market crash or loss in investor confidence. Such scenarios could reduce Chelsea's income because of decreased fund values and clients selling their investments. However , recent market volatilities have indicated that our clients tend to remain steadfast during downturns, refraining from selling their investments. Some even see these downturns as opportune to invest further.

Chelsea is well-equipped to address regulatory challenges, having successfully navigated through significant regulatory changes in the past. The Board continues to have Consumer Duty at its core.

KEY PERFORMANCE INDICATORS

The Directors consider Key Performance Indicators continue to be fee income and net profit. Fees this year were £4,538,779 against £4,273,052 last year and net profit for the year amounted to £944,309 (2023 £1,321,459)

ON BEHALF OF THE BOARD:

Mr D M McDermott - Director

9 October 2025

The directors present their report with the financial statements of the company for the year ended 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of arranging investment transactions on an execution only basis.

DIVIDENDS

The total distribution of dividends for the year ended 30 June 2025 will be £1,100,000 (2024 - £950,000)

FUTURE DEVELOPMENTS

The firm continues to do well in an ultra competitive market place. The high level of customer service offered alongside the guidance, website, bi-monthly e-news letter, access to the managed fund range, continues to resonate well with our clients. After a number of years and thousands of hours we believe we now have found the right platform partner to help us to grow.

We continue to work through the regulatory changes including consumer duty.

After a few one off expenses in the past year we are pleased to remain profitable and have a high level of company assets.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2024 to the date of this report.

Dr J M Holder

Mr D M McDermott

Mr S D Holder

Mr S T McDermott

POLITICAL DONATIONS AND EXPENDITURE

There were no political donations.

CLOSE COMPANY

The Company is a close company as defined by the Income and Corporation Taxes Act 1988.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	state whether applicable 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditor is unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

AUDITOR

The auditor, Paul Hartley FCA, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr D M McDermott - Director

9 October 2025

Opinion

I have audited the financial statements of Chelsea Financial Services PLC (the 'company') for the year ended 30 June 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet, Cash Flow Statement and Notes to the Cash Flow Statement, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In my opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its 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

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

Conclusions relating to going concern

In auditing the financial statements, I 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 I have performed, I 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.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and my Report of the Auditor thereon.

My opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in my report, I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated. If I identify such material inconsistencies or apparent material misstatements, I am required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which I am required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, I have not identified material misstatements in the Strategic Report or the Report of the Directors.

I have nothing to report in respect of the following matters where the Companies Act 2006 requires me to report to you if, in my opinion:

-	adequate accounting records have not been kept, or returns adequate for my audit have not been received from branches not visited by me; 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

-	I have not received all the information and explanations I require for my audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

Auditor's responsibilities for the audit of the financial statements

My 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 a Report of the Auditor that includes my 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 my procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. I design procedures in line with my responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

I considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), I am also required to perform specific procedures to respond to the risk of management override of controls.

I also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations I considered in this context included the UK Companies Act, Accounting Standard, FCA Regulations and local tax legislation.

In addition, I considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.

Audit Response to Risks Identified

The biggest fraud risk is that, the Chairman and Managing Director have override of controls so there is insufficient segregation of duties. This is addressed by ensuring the Managing Director, whose economic Interests are aligned with the firm, oversees all activities and controls bank transfers.

My procedures to respond to risks Identified included the following:

-reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- reading minutes of meetings of those charged with governance,

- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non- recognition of tax provisions; and

- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made In making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

I also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

A further description of my responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of my Report of the Auditor.

Use of my 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. My audit work has been undertaken so that I might state to the company's members those matters I am required to state to them in a Report of the Auditor and for no other purpose. To the fullest extent permitted by law, I do not accept or assume responsibility to anyone other than the company and the company's members as a body, for my audit work, for this report, or for the opinions I have formed.

Paul Hartley FCA

Statutory Auditor

PO Box 27075

London

N2 0FZ

9 October 2025

TURNOVER

3

4,538,779

4,273,052

Administrative expenses

3,723,415

3,401,608

815,364

871,444

Other operating income

6,597

300,973

OPERATING PROFIT

5

821,961

1,172,417

Interest receivable and similar income

122,348

149,042

PROFIT BEFORE TAXATION

944,309

1,321,459

Tax on profit

6

309,605

386,127

PROFIT FOR THE FINANCIAL YEAR

634,704

935,332

Retained earnings at beginning of year

8,471,574

8,486,242

Dividends

7

(1,100,000

)

(950,000

)

RETAINED EARNINGS AT END OF YEAR

8,006,278

8,471,574

FIXED ASSETS

Tangible assets

8

644,172

570,214

Investments

9

1,000,001

1

1,644,173

570,215

CURRENT ASSETS

Debtors

10

931,968

864,507

Investments

11

5,402,618

6,011,245

Cash at bank

437,004

1,667,730

6,771,590

8,543,482

CREDITORS

Amounts falling due within one year

12

247,735

480,373

NET CURRENT ASSETS

6,523,855

8,063,109

TOTAL ASSETS LESS CURRENT LIABILITIES

8,168,028

8,633,324

CAPITAL AND RESERVES

Called up share capital

14

50,000

50,000

Share reserves

15

111,750

111,750

Retained earnings

15

8,006,278

8,471,574

SHAREHOLDERS' FUNDS

8,168,028

8,633,324

The financial statements were approved by the Board of Directors and authorised for issue on 9 October 2025 and were signed on its behalf by:

Mr D M McDermott - Director

Cash flows from operating activities

Cash generated from operations

1

1,335,290

872,584

Tax paid

(514,406

)

(326,832

)

Net cash from operating activities

820,884

545,752

Cash flows from investing activities

Purchase of tangible fixed assets

(73,958

)

(5,667

)

Purchase of fixed asset investments

(1,000,000

)

-

Interest received

122,348

149,042

Net cash from investing activities

(951,610

)

143,375

Cash flows from financing activities

Equity dividends paid

(1,100,000

)

(950,000

)

Net cash from financing activities

(1,100,000

)

(950,000

)

Decrease in cash and cash equivalents

(1,230,726

)

(260,873

)

Cash and cash equivalents at beginning of year

2

1,667,730

1,928,603

Cash and cash equivalents at end of year

2

437,004

1,667,730

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit for the financial year

634,704

935,332

Revaluation of current asset investments

-

(81,133

)

Movement in investments

608,627

(273,537

)

Finance income

(122,348

)

(149,042

)

Taxation

309,605

386,127

1,430,588

817,747

(Increase)/decrease in trade and other debtors

(67,461

)

96,982

Decrease in trade and other creditors

(27,837

)

(42,145

)

Cash generated from operations

1,335,290

872,584

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2025

30.6.25

1.7.24

£

£

Cash and cash equivalents

437,004

1,667,730

Year ended 30 June 2024

30.6.24

1.7.23

£

£

Cash and cash equivalents

1,667,730

1,928,603

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.7.24

Cash flow

At 30.6.25

£

£

£

Net cash

Cash at bank

1,667,730

(1,230,726

)

437,004

1,667,730

(1,230,726

)

437,004

Liquid resources

Current asset investments

6,011,245

(608,627

)

5,402,618

6,011,245

(608,627

)

5,402,618

Total

7,678,975

(1,839,353

)

5,839,622

1.	STATUTORY INFORMATION

Chelsea Financial Services PLC is a public limited company not listed on any exchange, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation and functional currency of the accounts is £Sterling.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention modified to include certain assets at fair value.

Turnover

Turnover represents brokerage and fees and is taken to credit when earned, with the exception of life and pensions brokerage fees which are credited when received. Brokerage and fees received post year end that relate to the current year are recognised on a time-proportioned basis.

Depreciation

Depreciation is provided using the following rates and bases to reduce by annual instalments the cost of tangible assets over their estimated useful lives:-

Office Equipment,Fixtures and Fittings

10-20%

Straight Line

Art Work has been purchased for decorative purposes, rather than for capital growth, and so is included in tangible fixed assets at cost. Depreciation is no longer provided on the art work as its residual value is not considered to be less that the current carrying value.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

Pension contributions are charged to the profit and loss account in the year of payment. These contributions are invested separately from the company's assets.

Consolidated accounts

The company has not prepared consolidated accounts as any effect would be immaterial.

Investments

Current asset investments are valued at fair value. Listed investments are included at Stock market bid price.

Operating Leases

Rentals payable under operating leases are taken to the profit and loss account on a straight line basis over the lease term.

Debtors and Creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Key Judgments and Estimations

The key judgments and estimations used by the directors are the residual value and useful lives of fixed assets including artwork

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Initial and Renewal Fees

4,499,769

4,235,748

Life and Pension

39,010

37,304

4,538,779

4,273,052

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

4,538,779

4,273,052

4,538,779

4,273,052

The turnover is wholly attributable to that of Chelsea Financial Services PLC, which during the year represented brokerage and commission earned and life and pensions brokerage fees received.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,367,838

1,284,827

Social security costs

332,482

216,057

Other pension costs

50,246

57,558

1,750,566

1,558,442

The average number of employees during the year was as follows:

2025

2024

Administration

18

18

2025

2024

£

£

Directors' remuneration

867,552

737,222

Directors' pension contributions to money purchase schemes

31,950

31,000

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

507,468

268,714

Commission paid to a director (not highest paid director)

151,500

125,000

Benefits in Kind

57,119

49,644

The number of directors accruing benefits under money purchase pension schemes are:

Number

Number

Money Purchase

3

3

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Auditors remuneration

35,000

35,000

Operating lease rentals Land and Buildings

171,000

171,000

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

309,605

386,127

Tax on profit

309,605

386,127

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

944,309

1,321,459

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

236,077

330,365

Effects of:

Expenses not deductible for tax purposes

73,583

55,828

Capital allowances in excess of depreciation

(55

)

(66

)

Total tax charge

309,605

386,127

7.

DIVIDENDS

2025

2024

£

£

Ordinary A shares of .01 each

Final

1,100,000

950,000

8.	TANGIBLE FIXED ASSETS

Fixtures

Paintings

and

& Artwork

fittings

Totals

£

£

£

COST

At 1 July 2024

570,214

296,112

866,326

Additions

73,958

-

73,958

At 30 June 2025

644,172

296,112

940,284

DEPRECIATION

At 1 July 2024

and 30 June 2025

-

296,112

296,112

NET BOOK VALUE

At 30 June 2025

644,172

-

644,172

At 30 June 2024

570,214

-

570,214

9.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST

At 1 July 2024

1

-

1

Additions

-

1,000,000

1,000,000

At 30 June 2025

1

1,000,000

1,000,001

NET BOOK VALUE

At 30 June 2025

1

1,000,000

1,000,001

At 30 June 2024

1

-

1

Chelsea Portfolio Management Services Limited (Company No 10604512) is a 100% subsidiary company and started trading on 12 November 2021. The company, which has the same registered address as the parent, has £1 share capital which is held by Chelsea Financial Services plc. The balance due to Chelsea Financial Services amounts to £Nil as at 30 June 2025 (2024- £25,143),

The company purchased 500,000 ordinary shares of 10p in Platform One Group Limited for the sum of £1,000,000 on 14 January 2025. This represents 6.5% of the company. The directors of Platform One Group Limited have valued the company at £16,000,000. The value of the investment therefore amounts to £1,040,000.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

345,079

363,857

Loans to clients

132,934

162,133

Amounts owed by associated

undertakings

439,269

321,438

Prepayments

14,686

17,079

931,968

864,507

Debtors are shown after making provisions for all debts which the Directors feel are likely to prove irrecoverable.

11.	CURRENT ASSET INVESTMENTS

2025

2024

£

£

Listed investments

5,402,618

6,011,245

Market value of listed investments at 30 June 2025 - £ 5,402,618 (2024 - £ 6,011,245 ).