Caseware UK (AP4) 2023.0.135 2023.0.135 2025-03-312025-05-092025-05-092025-03-31false2024-04-01falseThe principal activity of the Company is the provision of investment advisory services1418falsefalse 07091239 2024-04-01 2025-03-31 07091239 2023-04-01 2024-03-31 07091239 2025-03-31 07091239 2024-03-31 07091239 2023-04-01 07091239 c:PriorPeriodIncreaseDecrease 2024-04-01 2025-03-31 07091239 c:PriorPeriodIncreaseDecrease 2023-04-01 2024-03-31 07091239 d:Director1 2024-04-01 2025-03-31 07091239 d:Director2 2024-04-01 2025-03-31 07091239 d:Director3 2024-04-01 2025-03-31 07091239 d:Director4 2024-04-01 2025-03-31 07091239 d:Director4 2025-03-31 07091239 d:RegisteredOffice 2024-04-01 2025-03-31 07091239 c:FurnitureFittings 2024-04-01 2025-03-31 07091239 c:FurnitureFittings 2025-03-31 07091239 c:FurnitureFittings 2024-03-31 07091239 c:FurnitureFittings c:OwnedOrFreeholdAssets 2024-04-01 2025-03-31 07091239 c:OfficeEquipment 2024-04-01 2025-03-31 07091239 c:OfficeEquipment 2025-03-31 07091239 c:OfficeEquipment 2024-03-31 07091239 c:OfficeEquipment c:OwnedOrFreeholdAssets 2024-04-01 2025-03-31 07091239 c:OwnedOrFreeholdAssets 2024-04-01 2025-03-31 07091239 c:CurrentFinancialInstruments 2025-03-31 07091239 c:CurrentFinancialInstruments 2024-03-31 07091239 c:Non-currentFinancialInstruments 2025-03-31 07091239 c:Non-currentFinancialInstruments 2024-03-31 07091239 c:CurrentFinancialInstruments c:WithinOneYear 2025-03-31 07091239 c:CurrentFinancialInstruments c:WithinOneYear 2024-03-31 07091239 c:Non-currentFinancialInstruments c:AfterOneYear 2025-03-31 07091239 c:Non-currentFinancialInstruments c:AfterOneYear 2024-03-31 07091239 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2025-03-31 07091239 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2024-03-31 07091239 c:ReportableOperatingSegment1 2024-04-01 2025-03-31 07091239 c:ReportableOperatingSegment1 2023-04-01 2024-03-31 07091239 c:ShareCapital 2025-03-31 07091239 c:ShareCapital 2024-03-31 07091239 c:ShareCapital 2023-04-01 07091239 c:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 07091239 c:RetainedEarningsAccumulatedLosses 2025-03-31 07091239 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2024-04-01 2025-03-31 07091239 c:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 07091239 c:RetainedEarningsAccumulatedLosses 2024-03-31 07091239 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2023-04-01 2024-03-31 07091239 c:RetainedEarningsAccumulatedLosses 2023-04-01 07091239 d:OrdinaryShareClass1 2024-04-01 2025-03-31 07091239 d:OrdinaryShareClass1 2025-03-31 07091239 d:OrdinaryShareClass1 2024-03-31 07091239 d:FRS102 2024-04-01 2025-03-31 07091239 d:Audited 2024-04-01 2025-03-31 07091239 d:FullAccounts 2024-04-01 2025-03-31 07091239 d:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 07091239 c:WithinOneYear 2025-03-31 07091239 c:WithinOneYear 2024-03-31 07091239 e:PoundSterling 2024-04-01 2025-03-31 07091239 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2024-04-01 2025-03-31 07091239 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2023-04-01 2024-03-31 07091239 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2024-03-31 07091239 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2023-04-01 07091239 c:PreviouslyStatedAmount 2024-03-31 07091239 c:PreviouslyStatedAmount 2023-04-01 iso4217:GBP xbrli:shares xbrli:pure
Registered number: 07091239













ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
COMPANY INFORMATION


Directors
M Brittain 
D Brimacombe 
C Thompson 
A McKenzie-Smart (resigned 9 May 2025)




Registered number
07091239



Registered office
Building 2 Ground Floor
Guildford Business Park

Guildford

England

GU2 8XG




Independent auditors
Warrener Stewart

Harwood House

43 Harwood Road

London

SW6 4QP






 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 


CONTENTS



Page
Strategic Report
 
1 - 4
Directors' Report
 
5 - 6
Independent Auditors' Report
 
7 - 9
Statement of Comprehensive Income
 
10
Balance Sheet
 
11
Statement of Changes in Equity
 
12
Statement of Cash Flows
 
13
Notes to the Financial Statements
 
14 - 22


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
The Company is a Financial Conduct Authority ("FCA") authorised and regulated UK company providing financial advice and investment management services. The company has an ambitious plan to grow the business, by recruiting new financial advisors in the UK and in its Dubai branch.  The Directors present their report and the financial statements for the year ended 31 March 2025. 

Business review
 
The Company made a pre-tax loss of £442,246 compared to a loss of £36,068 (as restated) in 2024 and had net assets of £1,465,512 at the balance sheet date (2024: Net assets of £1,907,758, as restated).
The Directors consider this to be a satisfactory outcome for the year given the Company's focus on establishing a global wealth management platform with licences across a number of jurisdictions. The Directors restructured the business during the year The Company is in the process of changing its custodian internationally which will provide a much wider global distribution network, whilst developing new ‘front end tools’. The Directors consider the Company is well placed to take advantage of changes in the global financial services industry. 
The Company is a Financial Conduct Authority ("FCA") authorised and regulated UK company providing financial advice and investment management services. The company has an ambitious plan to grow the business, by recruiting new financial advisors in the UK and in its Dubai branch.  

MIFID PRU 8 disclosure on principal risks and uncertainties
 
As required under MIFIDPRU sourcebook 8.3 rule - “Governance Arrangements”, being classified as “SNI”, the Firm can apply the proportionality rules relating to the Prudential disclosures. Hence, the Firm does not have to disclose the following disclosures: 
 
MIFIDPRU 8.2 rule - “Risk management objectives and policies”
MIFIDPRU 8.3 rule - “Governance arrangements”
MIFIDPRU 8.4 rule - “Own funds”
MIFIDPRU 8.5 rule - “Own funds requirements”

The Directors have undergone a thorough analysis of the risks inherent in the Company’s activities. The analysis identified the likelihood of the event occurring as well as the magnitude of the impact on the Company should the event occur. The Directors considered the level of control exercised by the Company to manage the risk that the event occurs, as well as identifying the persons to manage the risk and those persons to supervise and monitor the risk.
 
The main risk that the Directors identified was from the disintermediation of the Financial Services industry and its increasingly global nature, given historically much of the client business has been intermediated by professional advisers. The Directors consider that the Company’s size and the ability to react rapidly to changing market and industry conditions marks a considerable strength as well as presenting opportunities. 
The Company also minimises this risk whenever possible through diversification and broadening of its service proposition. To this end, the Company has developed more ‘direct-to-client’ services, and developed platforms for new client types, such as a securitisation platform, which will move the Company towards a multi-distribution channel business.
.
Page 1


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

The company's risk management policy reflects the FCA requirement that we must manage a number of different categories of risk. These include, where applicable: credit, market, business, operational, insurance, liquidity and group risk. In respect of this disclosure it is the first four of these risks that are relevant and further information is provided on these risks below. The company has undertaken a review of its risk management policies and has set them out in the ICARA and risk register as appropriate.
Remuneration policy
This report sets out remuneration related disclosures for Aria Private Clients Limited “ARIA” is authorised and regulated by the Financial Conduct Authority. As a result Aria is required to comply with the FCA's MIFIDPRU Remuneration Code at SYSC 19G. This document provides details of this remuneration policy. 
Approach to Remuneration 
The board of Aria Private Clients considers remuneration matters at its meeting post the year end.  The company's remuneration policy aims to remunerate staff members at fixed competitive market rates for the roles they perform. Any variable remuneration is based on performance of duties carried out during the year and the overall performance of the company in line with the current economic climate. The Firm does not remunerate asset managers or traders in a manner directly linked to fund performance.
 
The objectives of its financial incentives
Aria’s objectives in providing financial incentives have two main goals. Firstly, to increase team motivation and secondly to boost the company's performance. The challenges and objectives of incentive are as important for the company as they are for its staff and are set in such a manner as to align staff and corporate incentives. Aria has in previous years made cash bonus payments based on a combination of the overall profitability of the company (to ensure that any payments are sustainable) and the attainment of personal objectives. The Firm does not offer volume/investment performance-based incentives.
Remuneration committee
Due to the size of the Company, Aria is not required to set up a remuneration committee. The Chairman and CEO in consultation with the Compliance Officer shall implement the provisions of this remuneration policy on behalf of the Board. They shall ensure that the Policy is:
 
Operating as intended, specifically that all agreed incentives and remuneration pay-outs are appropriate and that the risk profile, long-term objectives of the Company are adequately reflected.
Compliant with the this Policy and the FCA rules pertaining to remuneration provisions.

If there is a significant increase in the size of the organisation in its nature, scope and activities, the license holder shall establish a Remuneration Committee which shall be constituted in such a way as to enable it to exercise competent and independent judgement on remuneration policies and practices and the incentives created for managing risk, capital and liquidity.   
Remuneration practises 
Aria has a pay for performance culture and flexible individual incentives are an important part of its performance culture. All employees are incentivised in a similar way and are rewarded according to personal performance and Aria’s success. The Company may introduce bonus schemes and/ or executive incentive schemes (e.g., Long Term Incentive Plans). Details of any such schemes will need to be included in the Remuneration Policy including, but not limited to: the scheme’s purpose, intended participants, intended participants and the number of people currently participating in the scheme, performance measures and (in case of an executive scheme) the length of the scheme’s performance period and whether a new performance period starts each year, overlapping the previous performance period; or whether the performance periods run end to end.
.
Page 2


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Performance objectives
The variable compensation pool may be adjusted based on the Remuneration Committee’s assessment of a range of financial and non-financial considerations, including risk and compliance. Individual bonuses are determined based on a number of factors relating to the individual’s role and performance. This includes a balanced assessment of financial and non-financial factors, including:

Risk, compliance and conduct behaviour.
Metrics specific to the relevant business unit (e.g. sales performance for sales staff, investment performance and other factors such as profitability, assets managed and net sales for investment staff) and other specific departmental and corporate performance objectives and strategic goals.
Assessment of how the above performance is achieved in terms of risk and repeatability.
Performance in accordance with Aria’s values and wider contribution to Aria and its growth strategy.
People related objectives, for example succession planning, personal development and achievement of goals set out in the appraisal process.

The board sets firm targets for the year including performance against strategic objectives and metrics. Financial objectives in terms of financial performance are also set and broken down by business unit in the budget. Being a small firm Aria does not set specific individual financial targets that are separate from business units. 
Categories of staff eligible to receive variable remuneration
The Company may introduce bonus schemes and/ or executive incentive schemes (e.g., Long Term Incentive Plans). Details of any such schemes will need to be included in the Remuneration Policy including, but not limited to: the scheme’s purpose, intended participants, intended participants and the number of people currently participating in the scheme, performance measures and (in case of an executive scheme) the length of the scheme’s performance period and whether a new performance period starts each year, overlapping the previous performance period; or whether the performance periods run end to end. 
The company has identified that it has 8 eligible participants during 2025, being the directors and senior personnel whose role could impact the risk portfolio of the company. 
Components of remuneration
Aria utilises base salary and benefits for fixed remuneration and cash bonuses as variable remuneration. Base salaries are generally reviewed annually. Base salary levels are set considering the individual’s skills, the size and scope of their role, and the market rate for the role at comparator companies. Benefits provided include pension contributions and certain insurance benefits such as private medical insurance. The same range and level of benefits is available to all UK employees regardless of seniority. 
The annual bonus rewards individual and corporate performance and the achievement of strategic and personal objectives. The variable compensation pool is based on Aria’s profits, ensuring that any bonuses are affordable. The variable compensation pool may be adjusted based on the Remuneration Committee’s assessment of a range of financial and non-financial considerations, including risk and compliance. Individual bonuses are determined based on a number of factors relating to the individual’s role and performance.
Quantitative disclosures
1. Fixed Remuneration
For the year ended 31 March 2025 the total aggregate Code Staff remuneration was £395,149. The total aggregate non-code staff remuneration was £236,215.
2. Variable Remuneration
For the year ended 31 March 2025 Aria awarded variable remuneration either to Code Staff of £19,527.  The total aggregate non-code staff remuneration was zero.

Page 3


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Financial key performance indicators
 
Given the straightforward nature of the business, the directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance and position of the business.

Other information and explanations
 
The company identifies its primary stakeholders as their clients, staff, shareholders and regulators. During the year the company has directly engaged with all primary stakeholders through a variety of methods. Elsewhere in the strategic report the company has considered the actions of the company with regard to the identified primary stakeholders during the year. 

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors of ARIA Private Clients Limited consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of the shareholders as a whole.
This has been achieved through strong systemic controls; investment in our staff through training and incentives; and a focus on high standards of customer service. Shareholders have had representation at Board level and the Board is committed to a strategy that will drive long term value for the equity holders in the business.


This report was approved by the board and signed on its behalf.





M Brittain
Director

Date: 30 December 2025
Page 4


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

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

Directors

The directors who served during the year were:

M Brittain 
D Brimacombe 
C Thompson 
A McKenzie-Smart (resigned 9 May 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £442,246 (2024 - loss £36,068).

No dividends were paid in the year (2024: £NIL).

Page 5


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Going concern

The directors have at the time of approving the financial statements a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company has prepared forecasts for the next twelve months to consider both the going concern of the company and regulatory capital requirements. Based on these forecasts the company remains a going concern and meets its regulatory requirements as they fall due.

Objectives and policies

The company has been working closely with its affiliated MIFID2 entity in Europe which will accelerate assets under management in the coming months. In conjunction with its affiliated entity in Europe the company has worked on developing a European platform proposition which will allow further distribution of company’s products and services, opening new distribution channels and European markets. This proposition is projected to deliver MifID2 investment platform for advisory firms, pension trustees and individual clients with access to international markets. There is a great potential for an investment platform in the European markets and the firm is considering a stronger engagement in the Irish market especially. 
With the new distribution channels, Model Portfolio Service (MPS) is expected to grow as well. The proposition continues to broaden with the addition of mortgage advice for expats looking to secure UK property. By offering mortgage and protection advice the firm supports a holistic financial planning to retail clients.  

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsWarrener Stewartwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





M Brittain
Director

Date: 30 December 2025
Page 6


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)

Opinion

We have audited the financial statements of ARIA Private Clients Limited (Formerly Absolute Return Investment Advisers (ARIA) Limited) (the 'Company') for the year ended 31 March 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.

Page 7


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED) (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the 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.

Matters on which we are 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, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.

Irregularities, including 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:

Our assessment of the susceptibility of the entity's financial statements is considered to be low. We reached this conclusion after consideration of the control environment, the regulated nature of the client's activities and the limited opportunity for individuals to become involved in irregular transactions or activities.
The audit team was fully briefed on the nature of the entity and its operating anvironment.  Specific areas subjected to review were journals, related party transactions and compliance with the company's regulatory requirements.
Page 8


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED) (CONTINUED)


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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities 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 our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.




Colin Edney (Senior Statutory Auditor)
  
for and on behalf of
Warrener Stewart
 
Harwood House
43 Harwood Road
London
SW6 4QP

 
Date: 
30 December 2025
Page 9


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
Note
£
£

  

Turnover
 4 
1,471,154
1,609,384

Cost of sales
  
(611,345)
(331,514)

Gross profit
  
859,809
1,277,870

Administrative expenses
  
(1,295,089)
(1,306,013)

Other operating income
 5 
737
-

Operating loss
 6 
(434,543)
(28,143)

Interest payable and similar expenses
 10 
(7,703)
(7,925)

Loss before tax
  
(442,246)
(36,068)

Tax on loss
  
-
-

Loss for the financial year
  
(442,246)
(36,068)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 14 to 22 form part of these financial statements.
Page 10


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
REGISTERED NUMBER:07091239


BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 11 
2,119
4,489

  
2,119
4,489

Current assets
  

Debtors: amounts falling due within one year
 12 
3,330,341
3,530,124

Cash at bank and in hand
 13 
46,527
26,038

  
3,376,868
3,556,162

Creditors: amounts falling due within one year
 14 
(1,878,886)
(1,602,893)

Net current assets
  
 
 
1,497,982
 
 
1,953,269

Total assets less current liabilities
  
1,500,101
1,957,758

Creditors: amounts falling due after more than one year
 15 
(34,589)
(50,000)

  

Net assets
  
1,465,512
1,907,758


Capital and reserves
  

Called up share capital 
 17 
73,636
73,636

Profit and loss account
  
1,391,876
1,834,122

  
1,465,512
1,907,758


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 December 2025.




M Brittain
Director

The notes on pages 14 to 22 form part of these financial statements.
Page 11


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2023 (as previously stated)
73,636
1,121,745
1,195,381

Prior year adjustment - correction of error
-
748,445
748,445


At 1 April 2023 (as restated)
73,636
1,870,190
1,943,826


Comprehensive income for the year

Loss for the year
-
(36,068)
(36,068)



At 1 April 2024 (as previously stated)
73,636
1,401,506
1,475,142

Prior year adjustment - correction of error
-
432,616
432,616


At 1 April 2024 (as restated)
73,636
1,834,122
1,907,758


Comprehensive income for the year

Loss for the year
-
(442,246)
(442,246)


At 31 March 2025
73,636
1,391,876
1,465,512


The notes on pages 14 to 22 form part of these financial statements.
Page 12


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 


STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(442,246)
(36,068)

Adjustments for:

Depreciation of tangible assets
2,828
2,719

Interest paid
7,703
7,925

Decrease/(increase) in debtors
199,783
(243,845)

Increase in creditors
301,593
235,637

Corporation tax (paid)/received
(25,600)
-

Net cash generated from operating activities

44,061
(33,632)


Cash flows from investing activities

Purchase of tangible fixed assets
(458)
-

Net cash from investing activities

(458)
-

Cash flows from financing activities

New secured loans
-
50,000

Repayment of loans
(15,411)
-

Interest paid
(7,703)
(7,925)

Net cash used in financing activities
(23,114)
42,075

Net increase in cash and cash equivalents
20,489
8,443

Cash and cash equivalents at beginning of year
26,038
17,595

Cash and cash equivalents at the end of year
46,527
26,038


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
46,527
26,038


The notes on pages 14 to 22 form part of these financial statements.

Page 13


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

The principal activity of the Company is the provision of investment advisory services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 14


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue 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 revenue can be measured reliably;
it is probable that the Company 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.

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Borrowing costs

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

 
2.7

Pensions

Defined contribution pension plan

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

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

Page 15


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
5 years straight line
Office equipment
-
4 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 16


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of revision and future years if the revision affects both current and future years. 
Management considers the key estimates and judgements made in the financial statements to be related to: 
A. Valuation of the shares, securities and other assets held by the Company's investment funds which determine the Company's management and performance fees receivable. 
B. The timing of commissions and fees receivable from the Company's investment funds. 
C. The company has also included commissions receivable by the Company which are payable to the firm's introducers as income and associated costs during the year. Under these agreements the Company considers it is acting as principal with an agent to pay the introducer rather than as the introducers' agent.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Rendering of services
1,471,154
1,609,384



5.


Other operating income

2025
2024
£
£

Other operating income
737
-

737
-


Page 17


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

6.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Exchange differences
(6,211)
15,600

Other operating lease rentals
99,772
109,596


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2025
2024
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
15,000
15,000

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
2,500
-

All non-audit services not included above
6,500
-

8.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
638,740
789,672

Social security costs
22,722
31,226

Cost of defined contribution scheme
12,049
10,455

673,511
831,353


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration and support
10
14



Directors
4
4

14
18

Page 18


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
49,849
40,384



10.


Interest payable and similar expenses

2025
2024
£
£


Other interest payable
7,703
7,925


11.


Tangible fixed assets





Fixtures and fittings
Office equipment
Total

£
£
£



Cost or valuation


At 1 April 2024
19,267
22,552
41,819


Additions
-
458
458



At 31 March 2025

19,267
23,010
42,277



Depreciation


At 1 April 2024
18,825
18,505
37,330


Charge for the year on owned assets
400
2,428
2,828



At 31 March 2025

19,225
20,933
40,158



Net book value



At 31 March 2025
42
2,077
2,119



At 31 March 2024
442
4,047
4,489

Page 19


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Debtors

2025
2024
£
£


Trade debtors
43,957
300

Other debtors
3,002,048
3,130,648

Prepayments and accrued income
284,336
399,176

3,330,341
3,530,124



13.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
46,527
26,038



14.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
433,984
319,463

Corporation tax
209,592
235,192

Other taxation and social security
10,015
16,490

Other creditors
1,140,391
975,826

Accruals and deferred income
84,904
55,922

1,878,886
1,602,893



15.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Other loans
34,589
50,000


Page 20


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

16.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£


Amounts falling due 1-2 years

Other loans
34,589
50,000





17.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



73,636 (2024 - 73,636) Ordinary shares shares of £1 each
73,636
73,636



18.


Prior year adjustment

The prior year adjustment arises from the correction of a historic error.  In the past, the arrangement between ARIA Dubai and this company had been interpreted as a cost-funding arrangement rather than a revenue-generating service contract.  Therefore amouts received were treated as a creditor.
IIt has subsequently been determined that the substance of the arrangement was in fact, the provision of services. This decision being arrived at in view of the counterparty treating all sums advanced as an expense.

Therefore the financial statements have been adjusted to reflect the amounts received as income.  The effect of the prior year adjustment is:


2024
2023
2022
        £
        £
        £

Increase in revenues

432,616

676,459

230,548
 
Increase in taxation charge

-

(91,506)

(67,056)
 
Increase in profit for the year

432,616

584,953

163,492
 

2025
2024
£
£



Increase in opening shareholders' funds
1,181,061
748,445

Page 21


 
ARIA PRIVATE CLIENTS LIMITED (FORMERLY ABSOLUTE RETURN INVESTMENT ADVISERS (ARIA) LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

19.


Pension commitments

The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £12,049 (2024: £10,455).
Contributions totalling £5,573 (2024: £5,480) were payable to the scheme at the end of the year and are included in Other creditors.


20.


Commitments under operating leases

At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
87,452
57,170

87,452
57,170


21.


Related party transactions and control

At 31 March 2025, the company owed £1,152,823 to M Brittain (2024: £1,085,949).  M Brittain is a director and the company's controlling shareholder.

 
Page 22