The directors present the strategic report for the period ended 30 April 2025.
During the period the Clarion Wealth Group maintained its focus on delivering the best proposition to its clients.
On 1st October 2024, Clarion Wealth Group Ltd purchased the trading subsidiaries of Clarion Group Ltd with the management team acquiring a majority stake in Clarion after 39 years of ownership by the Walker family. Ron Walker will remain with the business for at least 5 more years ensuring a smooth transition.
The move to management ownership will ensure that the business will remain independently managed and committed to continuing to deliver the highest level of customer service.
There have been no changes to the business plan or operational activities because of the change in ownership, and the business continues to invest and develop its successful business model to deliver a quality service to its clients.
The results show that the group profit before tax was £40,391, after a goodwill amortisation charge of £883,158.
Although Clarion Wealth Group Limited is not a regulated business, its two subsidiary companies, Clarion Wealth Planning Limited and Clarion Investment Management Limited are. As a consequence, consideration is given to regulatory risk, and processes are used to minimise any such risk.
As part of this process we evaluate and further review the risks and uncertainties relevant to our business, key among these are:
Regulatory risk - the risk of changing regulatory requirements or breaches to existing ones. The business employs external compliance consultants to ensure it stays fully up to date with changes in the regulatory environment. Reviews of client files and advice given are also regularly undertaken.
Market risk - the risk of loss as a result of the value of client assets decreasing. The business ensures that all advisers are appropriately qualified and receive the support they require to deliver high quality long term financial plans.
Reputational risk - this is considered to be the risk of loss resulting from damage to the group's reputation.
In order to mitigate this, high professional standards are required of all staff and the business maintains its status as firms of chartered financial planners.
The analysis ensures we are able to assess any additional risks the business may encounter, and allow us to deliver the best service to our clients and employees.
Management information is also very important to the group and, as such, the board monitors relevant information. Key information for the trading subsidiaries includes:
Adviser costs (20% of sales; 17% in 2024).
Net new and total funds under management (increase 8.5%; 2024: increase 25.2%).
Cash position (decrease 63.1%; 2024: increase 16.4%)
As part of our core values and processes we also monitor:
Client retention and satisfaction - Client numbers have increased slightly during the year, with client approval ratings remaining high.
The quality of our advice and service - The business has maintained its status as a firm of chartered financial planners and supports staff in their continuing professional development. External reviews are also regularly carried out by independent compliance consultants.
That we have a growth and development plan within the business.
The board of directors of Clarion Wealth Group Limited considers, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Act) in the decisions taken during the period ended 30 April 2025.
Our strategy is designed to have a long-term beneficial impact on the group and to contribute to its success.
Our team members are fundamental to the delivery of our plan. The health, safety and well-being of our team members is one of our primary considerations in the way we do business.
Engagement with suppliers and customers is key to our success.
Our strategy takes into account the impact of the group's operations on the community and environment and our wider social responsibilities.
As the board of directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours.
As the board of directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they may to may benefit from the successful delivery of our strategy.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 April 2025.
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
The auditor, JS. Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Social and corporate responsibility
We are committed to managing our business in a socially responsible manner. The management of environment, employees, health and safety and community issues, in respect of our operations, is central to the success of the business. Our commitment to quality, health, education and livelihood opportunities for the communities where we operate has been consistent and progressive.
Employees
The group would like to take this opportunity to thank our staff for their commitment, energy and enthusiasm in achieving their targets that underpin the delivery of these results.
Future developments
The group is looking to make significant progress in the coming financial year.
Post balance sheet events
There have been no significant events affecting the group since the period end.
We have audited the financial statements of Clarion Wealth Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2025 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities and fraud are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities including fraud is detailed below.
Based on our understanding of the group and sector, we identified that the principal risks of non-compliance with laws and regulations related to, but were not limited to, the Companies Act 2006, UK tax, employment, pension, health and safety legislation and Financial Conduct Authority regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgements and the risk of fraud in revenue recognition.
Our 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;
enquiring of management about actual and potential litigation and claims, their policies and procedures to prevent and detect fraud as well as whether they have knowledge of any actual, suspected or alleged fraud;
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 and reviewing regulatory correspondence with the Financial Conduct Authority;
obtaining an understanding of provisions and holding 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; assessing whether the accounting estimates, judgements and decisions made by management 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.
We 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 non-compliance with laws and regulations throughout the audit.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £590,352.
Clarion Wealth Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Overbank, 52 London Road, Alderley Edge, Cheshire, SK9 7DZ.
The group consists of Clarion Wealth Group 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 exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
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 recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Clarion Wealth Group Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial statements have been prepared on a going concern basis. At the year end, the group had net current liabilities of £101k. Despite this balance sheet position, the directors consider it appropriate to adopt the going concern basis in preparing the financial statements.
The directors have prepared detailed forecasts and cash flow projections covering a period of at least 12 months from the date of approval of these financial statements. These forecasts indicate that the group is expected to generate profits and maintain healthy cash reserves throughout the forecast period. The group has continued to trade strongly since the year end, with performance in line with budget.
The group benefits from stable revenue streams across its trading entities and maintains tight control over operating costs. The group also has access to sufficient banking facilities and maintains a constructive relationship with its lenders. Forecast covenant compliance has been assessed and no breaches are anticipated.
On this basis, and taking account of the group’s projected profitability, cash flows and available facilities, the directors are satisfied that the group has sufficient resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. Fees for financial services advice are charged on a flat rate basis for a period. Fees for assets under management are charged as a percentage of assets held under investment at the end of the month.
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.
At each reporting period end date, the group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
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 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.
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 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, 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.
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 expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
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.
There are no critical judgements or estimates made by the directors in preparing these financial statements.
All turnover arose from within the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4.
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 April 2025 are as follows:
The company and its subsidiaries have an unlimited composite guarantee and are subject to debentures as security for the bank loan.
At the reporting date, the company had a bank loan facility with a principal amount of £1,925,000 which is repayable in quarterly instalments of £137,500 over a term of 48 months from the date of drawdown. Additional repayments may be made at any time. Following any such repayment or a change in the Bank’s Base Rate, the Bank may vary the amount of the remaining instalments to reflect the change.
The loan bears interest at a variable rate of 2.50% per annum above the Bank’s Base Rate.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and relates wholly to fixed asset timing differences.
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.
At the balance sheet date outstanding contributions to the scheme amounted to £nil.
All shares in issue were allotted during the year as this is the company’s first accounting period. All shares were fully paid up on issue.
Holders of A Ordinary Shares are entitled to receive dividends declared by the directors. B Preference Shares do not carry any rights to dividends.
Only the holders of A Ordinary Shares have the right to attend, speak and vote at general meetings, with one vote per share. B Preference Shares do not carry voting or attendance rights, except where required by statute.
In the event of a winding up, B Preference Shares carry priority and are entitled to receive the first £6.893 million of proceeds before any amount is distributed to the holders of A Ordinary Shares. After satisfying this preference amount, A Ordinary Shares rank equally for repayment of capital and share in any remaining surplus assets in proportion to their paid-up share capital. Neither class carries any rights of redemption.
The share premium account represents the excess of amounts received for shares issued over their nominal value, net of any transaction costs, and is not distributable.
Profit and loss reserves includes all retained profits and losses, net of distributions to shareholders.
On 1 October 2024 the group acquired 100 percent of the issued capital of Clarion Wealth Planning Limited & Clarion Investment Management Limited.
The goodwill arising on the acquisition of the companies is attributable to the anticipated profitability of the companies' services.
There were no adjustments to the fair value of the acquired companies' assets or liabilities on acquisition.
All group companies are party to a cross-guarantee with National Westminster Bank plc dated 1 October 2024 against current and future liabilities.
All group companies are party to a debenture with RD and A Walker which is dated 1 October 2024 which has a fixed and floating charge. The charges are subject to the terms of an Intercreditor Agreement dated 1 October 2024 between the parties.
Operating lease payments represent rentals payable by the group for its offices and vehicles on behalf of employees. Office leases are negotiated for an average term of 10 years and vehicle leases are negotiated for an average period of 3 years. Rentals are fixed for the lease period.
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:
The operating lease commitment at the balance sheet date includes £32,831 in vehicle lease commitments (£19,407 due within 1 year and £13,424 due between 2 and 5 years). These vehicles are leased on behalf of two directors and an adviser and the cost is covered by those individuals by salary sacrifice. The group will not be liable for the cost of the lease if either of the directors or the adviser were to leave the group.
During the year the company was charged rent of £40,833 by the directors' pension fund for the use of the premises at 52 London Road, Alderley Edge, Cheshire.
Included within other debtors is a balance of £119 due from a charity in which a director has an interest and a balance of £1,301 due from a company of which two of the directors are owners.
Included within other creditors is a balance of £8,362 due to a partnership of which one of the directors is a partner. Management fees of £15,166 have been charged during the year.