REGISTERED NUMBER: 08999169 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements For The Year Ended 30 September 2025

for

Activus Wealth Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

J S Mottram

K Ferguson

REGISTERED OFFICE:

9 Bowers Way

Harpenden

St Albans

AL5 4EP

REGISTERED NUMBER:

08999169 (England and Wales)

INDEPENDENT AUDITORS:

Fuller Spurling

Statutory Auditors

Mill House

58 Guildford Street

Chertsey

Surrey

KT16 9BE

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

REVIEW OF BUSINESS

The Company's trade is providing investment management and independent financial advice to its target market which consists mainly of professional individuals with at least £500,000 to invest immediately and who are likely to reach £1 million in liquid net worth in the near future. The Company also acts for a limited number of retail clients, in general those individuals who have at least £500,000 to invest. The Company manages the assets of a regulated UK OEIC whose investors are mainly, though not exclusively advisory clients of the Company.

The material widening through 2023 and 2024 for listed investment companies of their price discounts to net asset value continued although overall discounts started to narrow in late 2024 and 2025. However there is still considerable potential for gains on top of any growth in NAV in the coming months and years for our portfolios which are overwhelmingly invested in listed investment companies. There are several catalysts for a reversion to mean discount levels including activist investors entering the market and the change in fee disclosure for closed-ended funds.

During the year the company took on three new clients and two clients left. Gross Profit for the year was £637,961 which represents a year-on-year decrease of 10.6% (2024 £713,274). The profit after tax for the year was £320,644 (2024 £242,697).

At the end of August, the director who was the principal manager of the funds passed away suddenly and a new director was appointed. A third party has been appointed to assist in the management of the funds which will reduce the headline profit going forward. The directors have had discussions with several firms interested in merging with or acquiring the equity of Activus including the third party who is contracted to manage the funds. As at the date of these financial statements discussions are ongoing with the third party. If these do not come to a satisfactory solution, the directors intend to explore all avenues for the ongoing operation of Activus including a merger, acquisition or continuing the development of Activus as a stand-alone boutique including expanding the team.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties relate to regulatory matters and to information technology issues. The company operates in a tightly regulated and supervised environment; withdrawal of the Financial Conduct Authority licence would be highly damaging to the company and it uses third party compliance assistance to minimise risk associated with this. The information technology risks are twofold, firstly security of data and secondly the reliance on data processing and electronic data exchange to provide the level of service. The company uses external support and cloud backup to protect against data loss, and external support to minimise the risk of unauthorised access to confidential data.

SECTION 172(1) STATEMENT

The directors, who control the company, have given consideration to matters raised in Section 172 (1) (A) to (F) of the Companies Act 2006 (S172) when performing their duty to promote the success of the company and to manage their employees, customers and suppliers. As there are four employees, a few suppliers and a few customers, the recommendations in Section 172(1) of the Companies Act are easily considered.

FINANCIAL KEY PERFORMANCE INDICATORS

The key performance indicators are fee income and assets under management. The company is presently meeting the targets set by the board.

NON FINANCIAL KEY PERFORMANCE INDICATORS

The main non-financial KPI are ongoing client satisfaction, generating superior risk adjusted returns for our fund and discretionary managed accounts and modestly growing the investor base and assets under management.

DEVELOPMENT AND PERFORMANCE

The Company continues to build strong relationships with its client base while growing new business mainly by referrals from the existing client base and contacts. The directors feel that this will remain the focus of their efforts.

Investment performance during the year was challenging due to high price volatility and general global economic and political disruption , however when adjusted for a reversion to mean in price discounts the board continue to be satisfied with overall investment performance.

ON BEHALF OF THE BOARD:

J S Mottram - Director

23 December 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of financial planning and investment management.

DIVIDENDS

The total distribution of dividends for the year ended 30 September 2025 was £242,000 (2024: £369,000). The directors do not recommend the payment of a final dividend.

FUTURE DEVELOPMENTS

The directors intend to continue to grow the business prudently and organically through providing continued high levels of service to existing clients and taking on new clients where it appears that the Company can profitably service their needs. The Company will continue to offer financial planning and portfolio management to professional and high net worth retail clients.

DIRECTORS

J S Mottram has held office during the whole of the period from 1 October 2024 to the date of this report.

Other changes in directors holding office are as follows:

D G Ferguson - deceased 31 August 2025

K Ferguson was appointed as a director after 30 September 2025 but prior to the date of this report.

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 auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Fuller Spurling, will be proposed for re-appointment in accordance with section 485 of the Companies Act 2006

ON BEHALF OF THE BOARD:

J S Mottram - Director

23 December 2025

Opinion

We have audited the financial statements of Activus Wealth Limited (the 'company') for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 our opinion the financial statements:

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

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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The 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 our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the Companies Act 2006, UK tax legislation and the Regulations of the Financial Conduct Authority as they directly impact way the entity conducts its affairs and presents information in its financial statements.

We assessed the risks of material misstatement in respect of fraud by making enquiries of management and those charged with governance. The audit team discussed and identified particular areas that were susceptible to misstatement as part of their fraud discussion.

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with such laws and regulations identified above and made enquiries of management and those charged with governance. We corroborated our enquiries through the review of appropriate documentation and confirmation from third parties. We did not find any contradictory evidence.

We considered the risk of fraud through management override and in response we incorporated testing of manual journal entries, both during the year and at year end, into our audit approach.

We considered the risk of fraud in respect of revenue recognition and in response, we obtained evidence directly from independent third parties.

Based on the results of our risk assessment we designed our audit procedures to identify and address material misstatements in relation to fraud in relation to the possibility of fraudulent or corrupt payments given the size of the entity and the limitation on the segregation of certain duties.

We incorporated an element of unpredictability in the selection of the nature, timing and extent of our audit procedures.

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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

James Clark BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Fuller Spurling

Statutory Auditors

Mill House

58 Guildford Street

Chertsey

Surrey

KT16 9BE

23 December 2025

TURNOVER

3

685,448

720,825

Cost of sales

47,488

7,551

GROSS PROFIT

637,960

713,274

Administrative expenses

212,921

392,950

425,039

320,324

Other operating income

3,576

3,576

OPERATING PROFIT

5

428,615

323,900

Interest receivable and similar income

2,250

295

PROFIT BEFORE TAXATION

430,865

324,195

Tax on profit

6

110,221

81,498

PROFIT FOR THE FINANCIAL YEAR

320,644

242,697

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

320,644

242,697

CURRENT ASSETS

Debtors

9

229,637

345,090

Cash at bank

303,023

89,267

532,660

434,357

CREDITORS

Amounts falling due within one year

10

128,809

109,150

NET CURRENT ASSETS

403,851

325,207

TOTAL ASSETS LESS CURRENT LIABILITIES

403,851

325,207

CAPITAL AND RESERVES

Called up share capital

11

75,000

75,000

Retained earnings

12

328,851

250,207

403,851

325,207

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

J S Mottram - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2023

75,000

376,510

451,510

Changes in equity

Dividends

-

(369,000

)

(369,000

)

Total comprehensive income

-

242,697

242,697

Balance at 30 September 2024

75,000

250,207

325,207

Changes in equity

Dividends

-

(242,000

)

(242,000

)

Total comprehensive income

-

320,644

320,644

Balance at 30 September 2025

75,000

328,851

403,851

Cash flows from operating activities

Cash generated from operations

1

418,036

316,647

Tax paid

(81,530

)

(106,589

)

Net cash from operating activities

336,506

210,058

Cash flows from investing activities

Interest received

2,250

295

Net cash from investing activities

2,250

295

Cash flows from financing activities

Amount introduced by directors

241,000

325,000

Amount withdrawn by directors

(124,000

)

(241,000

)

Equity dividends paid

(242,000

)

(369,000

)

Net cash from financing activities

(125,000

)

(285,000

)

Increase/(decrease) in cash and cash equivalents

213,756

(74,647

)

Cash and cash equivalents at beginning of year

2

89,267

163,914

Cash and cash equivalents at end of year

2

303,023

89,267

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.9.25

30.9.24

£

£

Profit before taxation

430,865

324,195

Finance income

(2,250

)

(295

)

428,615

323,900

Increase in trade and other debtors

(1,547

)

(17,069

)

(Decrease)/increase in trade and other creditors

(9,032

)

9,816

Cash generated from operations

418,036

316,647

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 September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

303,023

89,267

Year ended 30 September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

89,267

163,914

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.24

Cash flow

At 30.9.25

£

£

£

Net cash

Cash at bank

89,267

213,756

303,023

89,267

213,756

303,023

Total

89,267

213,756

303,023

1.	STATUTORY INFORMATION

Activus Wealth Limited is a private company, 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.

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.

Going concern

Having considered the financial position of the company, the directors have continued to adopt the going concern basis in preparing these financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from estimates made.

Revenue recognition

Income is measured at the fair value of the consideration received or receivable and represents amounts for services provided in the normal course of business. Revenue is primarily classified as recurring or initial fees. Recurring revenue principally comprises annual portfolio advisory fees and is recognised on a monthly basis. Initial fees are recognised on an accruals basis calculated according to the level of assets invested and subsequent contributions.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on cost

Equipment

-

33% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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 contributions

Pension scheme contributions are charged against profit as they fall due. To meet its auto-enrolment obligations the company has set up a defined contribution scheme with a separate entity, and once the required contributions are paid, the Company has no further liability. The Company also makes contributions into stand alone schemes for the benefit of some of its employees.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

Short term debtors

Debtors receivable or payable within one year are recorded at the transaction price. Any losses arising from impairment are recognised in the statement of income.

Creditors

Creditors, provisions and accrued costs are recognised where the company has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

Cash at bank and in hand

Cash at bank includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

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:

30.9.25

30.9.24

£

£

Advisory recurring income

661,511

700,104

Advisory initial income

23,937

20,721

685,448

720,825

Turnover is attributable to financial planning and investment management which fall within the Company's ordinary activities, stated net of value added tax.

4.	EMPLOYEES AND DIRECTORS

30.9.25

30.9.24

£

£

Wages and salaries

88,940

239,465

Social security costs

2,174

5,682

Other pension costs

3,500

34,300

94,614

279,447

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

30.9.25

30.9.24

Management and administration

4

4

30.9.25

30.9.24

£

£

Directors' remuneration

33,000

28,166

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

5.	OPERATING PROFIT

The operating profit is stated after charging:

30.9.25

30.9.24

£

£

Auditors' remuneration

4,345

4,236

6.

TAXATION

Analysis of the tax charge

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

30.9.25

30.9.24

£

£

Current tax:

UK corporation tax

110,221

81,498

Tax on profit

110,221

81,498

UK corporation tax was charged at 25%) in 2024.

The tax assessed for the year is materially consistent with the standard rate of corporation tax in the UK.

7.

DIVIDENDS

Interim dividends were paid during the year amounting to £242,000 (2024 £369,000)

The directors do not recommend the payment of a final dividend.

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

Equipment

Totals

£

£

£

COST

At 1 October 2024

and 30 September 2025

5,231

4,048

9,279

DEPRECIATION

At 1 October 2024

and 30 September 2025

5,231

4,048

9,279

NET BOOK VALUE

At 30 September 2025

-

-

-

At 30 September 2024

-

-

-

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Trade debtors

41,621

30,585

Other debtors

46,936

56,033

Directors' current accounts

124,000

241,000

Prepayments

17,080

17,472

229,637

345,090

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.25

30.9.24

£

£

Corporation tax

110,172

81,481

Social security and other taxes

-

9,017

Accruals and deferred income

18,637

18,652

128,809

109,150

11.	CALLED UP SHARE CAPITAL

The following shares were allotted, issued and fully paid at 30th September 2025. All shares have equal voting rights to dividends, votes and capital distribution

2025

2024

27,125 Ordinary A shares of £1 each

27,125

27,125

27,125 Ordinary B shares of £1 each

27,125

27,125

16,250 Ordinary C shares of £1 each

16,250

16,250

500 Ordinary D shares of £1 each

500

500

4,000 Ordinary shares in minority classes of £1 each

4,000

4,000

£75,000

£75,000

12.

RESERVES

Retained

earnings

£

At 1 October 2024

250,207

Profit for the year

320,644

Dividends

(242,000

)

At 30 September 2025

328,851

13.	ULTIMATE CONTROLLING PARTY

14.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 30 September 2025 and 30 September 2024:

30.9.25

30.9.24

£

£

D G Ferguson

Balance outstanding at start of year

130,000

238,000

Amounts repaid

(130,000

)

(108,000

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

130,000

J S Mottram

Balance outstanding at start of year

111,000

87,000

Amounts advanced

13,000

24,000

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

124,000

111,000

15.	RELATED PARTY DISCLOSURES

No compensation was paid to key management personnel during the year. However during the year ended 30 September 2024 a total of key management personnel compensation of £ 168,166 was paid.