Company Registration No. 14492056 (England and Wales)
Five Wealth Holdings Limited
Financial statements
for the year ended 31 July 2025
Pages for filing with the registrar
Five Wealth Holdings Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
Five Wealth Holdings Limited
Statement of financial position
As at 31 July 2025
1
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Investments
3
10,652,000
10,652,000
Current assets
Debtors
6
111,941
44,303
Creditors: amounts falling due within one year
7
(1,934,831)
(789,548)
Net current liabilities
(1,822,890)
(745,245)
Total assets less current liabilities
8,829,110
9,906,755
Creditors: amounts falling due after more than one year
8
(7,237,967)
(6,975,319)
Net assets
1,591,143
2,931,436
Capital and reserves
Called up share capital
10
5,628
5,628
Share premium account
11
4,646,179
4,646,179
Profit and loss reserves
11
(3,060,664)
(1,720,371)
Total equity
1,591,143
2,931,436

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 1 April 2026 and are signed on its behalf by:
Philip Shaw
Director
Company Registration No. 14492056
Five Wealth Holdings Limited
Notes to the financial statements
For the year ended 31 July 2025
2
1
Accounting policies
Company information

Five Wealth Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Abc Building, Level 8, 21-23 Quay Street, Manchester, England, M3 4AE.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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 has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments and loans are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

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

1.5
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Five Wealth Holdings Limited
Notes to the financial statements (continued)
For the year ended 31 July 2025
1
Accounting policies (continued)
3
Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including loans from fellow group companies and preference shares that are classified as debt, 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 paymen ts 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.

Other financial liabilities

Loan notes are measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Statement Of Financial Position represents the effective interest rate less interest paid to that date.

1.6
Equity instruments

Equity instruments issued by the company 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 company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

Five Wealth Holdings Limited
Notes to the financial statements (continued)
For the year ended 31 July 2025
1
Accounting policies (continued)
4
1.8
Employee benefits

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.

1.9
Retirement benefits

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

2
Employees

The average monthly number of persons (excluding non-remunerated directors) employed by the company during the year was:

2025
2024
Number
Number
Total
6
6
3
Fixed asset investments
2025
2024
as restated
Notes
£
£
Investment in subsidiary
5
1
1
Loan to subsidiary
5
10,651,999
10,651,999
10,652,000
10,652,000
Five Wealth Holdings Limited
Notes to the financial statements (continued)
For the year ended 31 July 2025
5
4
Prior period adjustment

During the year, management identified that an inter‑company loan included within current assets in the prior year financial statements did not meet the definition of a current asset at the reporting date. The loan was repayable on demand only at the discretion of the Company and was not expected to be settled within twelve months of the balance sheet date.

Accordingly, the loan should have been presented as a fixed asset investment rather than a current asset. This represented a misclassification error in the prior period financial statements.

The comparative balance sheet has therefore been restated to reclassify the inter‑company loan from current assets to fixed asset investments. There is no impact on net assets, profit for the year, or retained earnings as a result of this adjustment.

Changes to the statement of financial position
As previously reported
Adjustment at 1 Aug 2023
As restated at 31 Jul 2024
£
£
£
Fixed assets
Investments
1
10,651,999
10,652,000
Current assets
Debtors due within one year
10,696,302
(10,651,999)
44,303
Net assets
2,931,436
-
2,931,436
Capital and reserves
Total equity
2,931,436
-
2,931,436
5
Subsidiaries

Details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Five Wealth Intermediate Limited
1
Ordinary
100
-
Five Wealth Limited
1
Ordinary
0
100

Registered office addresses (all UK unless otherwise indicated):

1
Abc Building, Level 8, 21-23 Quay Street, Manchester, England, M3 4AE
6
Debtors
2025
2024
as restated
Amounts falling due within one year:
£
£
Deferred tax asset
111,941
44,303
Five Wealth Holdings Limited
Notes to the financial statements (continued)
For the year ended 31 July 2025
6
7
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Other borrowings
9
162,888
-
0
Amounts owed to group undertakings
1,749,289
764,285
Accruals and deferred income
22,654
25,263
1,934,831
789,548
8
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Debenture loans
9
6,540,967
6,185,131
Other borrowings
9
697,000
790,188
7,237,967
6,975,319

Foresight Regional Investment LP hold a fixed and floating charge over all property and undertaking of the company.

At the balance sheet date, the company had the following long-term loan notes outstanding:

Loan Note 1 - FRIF Loan Note Instrument issued on 31 March 2023 constituting £1,104,500 of fixed rate unsecured loan notes. Interest is charged quarterly at a rate of 10% per annum.

Loan Note 2 - FRIF Loan Note Instrument issued on 31 March 2023 constituting £3,313,500 of fixed rate secured loan notes. They are secured by way of a debenture. Interest is charged quarterly at a rate of 10% per annum.

Loan Note 3 - Series B FRIF Loan Note Instrument issued on 31 March 2023 constituting £1,000,000 of fixed rate secured loan notes. They are secured by way of a debenture. Interest is charged quarterly at the higher rate of 10% per annum or 8% above base rate, capped at 14% per annum.

All loan notes are repayable in full on 1 April 2028.

9
Loans and overdrafts
2025
2024
Notes
£
£
Debenture loans
6,540,967
6,185,131
Preference shares
10
859,888
790,188
7,400,855
6,975,319
Payable within one year
162,888
-
0
Payable after one year
7,237,967
6,975,319
Five Wealth Holdings Limited
Notes to the financial statements (continued)
For the year ended 31 July 2025
7
10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 0.1p each
570,750
570,750
571
571
B Ordinary shares of 1p each
395,150
395,150
3,952
3,952
Deferred shares of £1 each
1
1
1
1
C Ordinary shares of 1p each
110,389
110,389
1,104
1,104
1,076,290
1,076,290
5,628
5,628
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
PP Ordinary shares of £1 each
697,000
697,000
859,888
790,188
Preference shares classified as liabilities as disclosed in note 9:
859,888
790,188

A Ordinary and B Ordinary shares carry one vote per share. They are entitled to income and capital pari passu after payments to Deferred and PP Ordinary shareholders.

Deferred shares carry no voting rights and are entitled to a total of £1 across the entire class for income, sale proceeds, and return of capital.
C Ordinary shares carry no voting or dividend rights. They are entitled to a maximum of 12.5% of sale proceeds and return of capital after payments to Deferred and PP Ordinary shareholders.

PP Ordinary shares carry no voting rights but are entitled to a fixed non-cumulative 10% annual dividend, payable quarterly starting 30 months after 31 March 2023. On sale or return of capital, they are entitled to priority payments including 15% of the issue price, unpaid dividends, and the issue price.

In accordance with FRS 102 Section 22.3, the PP Ordinary shares have been classified as a financial liability, and the related balance is included within other borrowings falling due before and after one year, with the interest element repayable quarterly starting after 30 September 2025, and and the original £697,000 of £1 preference shares to be redeemed after more than one year but with no fixed date.

11
Reserves
Share premium

The share premium account represents the excess in consideration received for the issue of the company's shares over their nominal value.

Profit and loss reserves

Profit and loss reserves represents the cumulative profits and losses net of distributions.

Five Wealth Holdings Limited
Notes to the financial statements (continued)
For the year ended 31 July 2025
8
12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Diane Petit-Laurent FCA
Statutory Auditors:
Saffery LLP
Date of audit report:
1 April 2026
13
Related party transactions

Included in creditors is a loan from Five Wealth Limited, a wholly owned subsidiary, amounting to £1,749,289 (2024: £764,285). No interest is charged on the loan and the balance is repayable on demand.

Included in investments is a loan to Five Wealth Intermediate Limited, a wholly owned subsidiary, amounting to £10,651,999 (2024: £10,651,999 as restated). No interest is charged on the loan and the balance is repayable on demand.

Included in creditors due after more than one year are loan notes and accrued interest amounting to £6,540,967 (2024: £6,185,131) owing to Foresight group companies, as outlined in note 8. The Foresight group companies hold a minority shareholding in Five Wealth Holdings Limited. The interest charge recognised for the year was £568,184 (2024: £576,362).

Included in creditors due within and after one year are preference shares classed as liabilities and accrued interest amounting to £859,888 (2024: £790,188) owing to Foresight group companies, as outlined in note 10.

14
Ultimate controlling party

The directors do not consider there to be an ultimate controlling party.

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