Company Registration No. 02557859 (England and Wales)
AFH Group Limited
Annual report and financial statements
for the year ended 31 October 2025
AFH Group Limited
Company information
Directors
Alan Hudson
Hayden Robinson
Company number
02557859
Registered office
AFH House
Buntsford Drive
Stoke Heath
Bromsgrove
Worcestershire
B60 4JE
Auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
AFH Group Limited
Contents
Page
Strategic report
1 - 7
Directors' report
8 - 9
Directors' responsibilities statement
10
Independent auditor's report
11 - 13
Statement of comprehensive income
14
Statement of financial position
15
Statement of changes in equity
16
Notes to the financial statements
17 - 31
AFH Group Limited
Strategic report
For the year ended 31 October 2025
1

The Directors submit their Strategic Report for AFH Group Limited for the year ended 31 October 2025.

Principal activities

The company’s principal activity is to provide financial planning led investment management services of the highest quality to clients who value a long-term relationship, based on mutual trust and respect.

Economic Environment

The story for 2025 has been mixed. We have seen strong performance in equities, particularly in the US, where the S&P touched all-time highs in late October 2025 and performed well through the year. Much of this has been driven by strong performance in the tech sector, in AI focussed businesses in particular. There are fears of an AI Bubble, although much of the recent growth has been less by AI enthusiasm and more by expectations of resilient US economic growth and further Fed rate cuts.

However, the picture in the UK has been less positive, with sticky inflation, flatlining GDP growth and growing unemployment. These are underlined by taxation and regulatory policy from the UK government that is increasingly inimical to growth, the private sector and individual wealth. In the face of above target inflation, the Bank of England Monetary Policy Committee has been cautious in its rate setting policy, with rates dropping more slowly than anticipated, dropping to 4% from August 2025. A further 0.25% cut in rates, taking the rate to 3.75%, came into effect mid-December 2025. While government taxation and regulatory policy are expected to be inflationary, driving up costs for business, flatlining GDP or even a recession may encourage faster rate cuts. We expect rates to drop to 3.50% or even 3.25% during 2026.

While economic headwinds may impact the amount of free capital available to our target clients, we believe that organic growth initiatives and the need for ethical tax planning will continue to drive new business i n a period of uncertainty and changing taxation rules, for example pensions, salary sacrifice and IHT, advice around ethical tax planning will be key to help clients manage and mitigate their tax burden exposure.

Future Developments

The Cortina Bidco Group is looking to grow through acquisitions and continuing its growth organically though recruitment of strong advisers and improved lead generation processes.

Principal Risks and Uncertainties

Assessment of the principal risks and uncertainties and key performance indicators has been performed at Group level, which comprises Cortina Bidco Limited, AFH Financial Group Limited and its subsidiaries including the company. The following section summarises the principal risks and uncertainties that impact the Company and the market in which we operate. The Board is responsible for assessing the principal risks and these are monitored by the Risk Committee under the Chairmanship of the Group Head of Risk.

Against each of the principal risks, consideration is given to the Group’s exposure and the extent to which the risk can be mitigated.

The Board considers other risks to the Company within four categories: - Conduct, Credit, Market and Operational. The Company’s overall risk management programme seeks to minimise potential adverse effects on the Company’s financial performance and its reputation arising from these risk areas.

The Key financial and non-financial risks identified by the Board and the measures taken to mitigate their impact are:

AFH Group Limited
Strategic report (continued)
For the year ended 31 October 2025
2

GDPR and Cyber Risk

The failure or compromise of an IT system, whether internal or outsourced, could lead to disruption of services to clients, reputational damage and a negative impact on profitability.

The Group seeks to minimise this risk through close working relationships with our outsourced suppliers supported by appropriate Service Level Agreements against which performance is monitored. The Company carries out ongoing diligence over key suppliers to allow early identification of risk. Business continuity/disaster recovery arrangements are in place with most key services now cloud based and all staff able to operate remotely.

We continue to monitor and enhance our existing cyber security capability in line with the increasing threat and work with third party partners, including outsourced Managed Detection and Response services to ensure continuity of coverage. We regularly test and implement security protocols in conjunction with our service providers and externally validated standards. The Group has strong technical mitigations in place alongside regular mandatory security training for all staff and advisers.

The Company’s IT team, in conjunction with our outsourced service partners continually monitor for any unauthorised usage and access of Company data. Access to Group systems is terminated immediately upon exit for all staff and advisers and return of all Company property is mandatory for leaving employees and advisers.

Reduced Market Yield Risk

In an environment where market forecasters are projecting lower yields in the future the Company may fail to deliver past levels of return to our clients, especially in periods of high interest rates and / or inflation and market volatility.

Our business model is based on providing above average market returns whilst reducing the cost of investment for our clients thereby increasing the net yield from their portfolios. The Investment Committee includes external professionals who work with our research analysts to construct and manage diversified portfolios appropriate to the risk and financial planning needs of our clients. Our discretionary clients’ portfolios are managed on an ongoing basis to react to short term market fluctuations within the investment strategy set out by the Investment Committee. A dedicated Investment Research team constantly monitors market movements, with processes in place to alert the Investment Committee at certain thresholds. Strong governance and oversight ensure that the Company can affect contingencies as issues arise.

Client Outcomes Risk

AFH is a client centric organisation, with this value embedded in our culture and values. Ensuring positive client outcomes is an area of ongoing focus for the Company.

We employ a team of specialist managers within our Adviser Management and Training & Compliance teams to recruit and manage high quality advisers who adhere to the Company’s client centric culture. Clients are matched to advisers based on relevant expertise and location to cement both clients and advisers within the Company community whilst our commercial structure encourages the retention of advisers. All advisers are subject to ongoing KPI monitoring and file and advice quality reviews, alongside annual competency and fitness and propriety assessments. Mission, vision and culture training is provided on induction to all staff and advisers by our dedicated training function, with regular refreshers to ensure our advisers live the AFH values and behaviours.

The Company prohibits advisers from charging over the published rates and conducts compliance checks on new business submissions to ensure the appropriate charge is levied. The CRO is involved in key commercial decision-making and there is a Risk team representative within all key projects to ensure alignment to good client outcomes.

The Company has dedicated resource assessing compliance to regulation, and controls in place monitoring the trends of breaches and complaints identified. We foster an open culture to recognise and report breaches, with a formal internal breach process to clearly identify and resolve issues swiftly. The Company is focussing on MI automation and the digitalisation of key client processes to streamline processes and reduce manual process errors.

AFH Group Limited
Strategic report (continued)
For the year ended 31 October 2025
3

Regulatory, Legislative and Tax Risk

The company proactively seeks to understand future changes that will be arising from regulatory, legislative or tax changes. Impact assessments are carried out in advance of these changes to ensure the risk of non-compliance is minimised. Dedicated Change and Project Management teams focus on efficient implementation of changes to policies, processes and systems and provide regular updates to the board on implementation status.

The company engages with its regulators in an open and constructive manner. Appropriately experienced and skilled Risk and Technical teams focus on regulatory change and legislative compliance, and where appropriate, the Company engages with independent experts for advice and assurance. In 2025 the company participated in the FCA’s Ongoing Advice Review, evidencing delivery of historic contractual obligations to its clients to the timetable set.

Acquisitive Risk

The acquisitive nature of our business risks importing advice liabilities and people into the Group who do not share our culture or standards.

The Group employs a full-time acquisitions and Integration team who are responsible for the Due Diligence, contractual negotiations and integration of all acquisitions under the ultimate direction of the Chief Executive Officer. The Group adopts standard process questionnaires and contracts for acquisitions and always obtains full indemnities from each of the vendors in respect of any financial advice liability relating to the period before acquisition. A dedicated team monitors acquisition performance against diligenced projections.

The cultural fit of vendors and their client base is examined during due diligence and formal induction courses are mandatory for joining advisers prior to completion of the acquisition. Regular mission, vision and culture training is mandatory across entire workforce, with behaviour scaling forming a core part of our Performance Reviews further cementing the AFH culture. Client centricity forms a key part of the Company values. All advisers are subject to KPI monitoring to ensure compliance with AFH procedures and to ensure positive client outcomes.

Interest Rate Risk and Cash Flow Risk

There is a risk of higher interest and / or delay in cash receipts.

The Group manages its treasury function on a centralised basis. The main sources of revenue and operating cash flows are substantially independent of changes in market interest rates, with further mitigation through holding diversified portfolios. The Group has access to interest-bearing facilities on which it seeks to obtain a commercial rate of return whilst not having a material adverse effect on cash flow. The Board monitors both its regulatory requirements and cash flow forecasts on a regular basis to ensure that appropriate funding is always in place.

The Group has access to a debt facility with a floating interest rate based on SONIA. The Group seeks to finance acquisition consideration through free cash flows wherever possible before drawing on this facility. It remains the Group strategy to ensure that sufficient financing is available to cover acquisition consideration outflows in advance of any acquisition being completed.

AFH Group Limited
Strategic report (continued)
For the year ended 31 October 2025
4
Credit Risk

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as commercial transactions.

Credit risk is managed on a Company basis. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board. The utilisation of credit limits is regularly monitored, and the credit worthiness and financial strength of our Providers is assessed by the centralised Research team as part of Defacto ratings. The Company receives most of its income directly from blue chip financial institutions in accordance with instructions placed by its clients thereby minimising the risk of incurring bad debts. The Company only uses Providers regulated with the FCA to PRA prudential requirements and the Company prohibits advice in unregulated investments.

Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding and the ability to close out market positions.

The Group maintains flexibility by maintaining headroom in its cash position. Management monitors forecasts of the Group’s liquidity based on expected cash flows. This is carried out in accordance with recommended accounting practice and limits set by the Group. The Board reviews the Group’s liquidity at its monthly meetings. The Risk Committee carry out quarterly assessments in line with CRR Regulation and quarterly liquidity assessments.

S172 Companies Act 2006

The Board should understand the views of the company’s key stakeholders and sets out below how their interests and the matters set out in section 172 of the Companies Act 2006 have been considered in board discussions and decision-making.

Our Key Stakeholders | How we engage | What is important to them | Key metrics for FY2025
Clients We apply our skills and expertise to educate, inform and enrich our clients’ lives. We put our clients at the heart of everything we do. Our clients rely on us to deliver best-in-class advice and services to meet their agreed objectives | Face to face scheduled meetings with advisers Client portal Regular on-line fact sheets and technical updates together with quarterly personalised reporting Educational Webinars on relevant topics such as Wills and Estates planning, or the impact of the UK Budget | Personal service tailored to their specific requirements Reliable financial planning advice Investment performance in line with expectations Adherence to FCA regulations and Consumer Duty rules Our services represent value for money | Delivered continual improvements to our client portal, including: A mobile app in 2025 to improve client accessible to their data Average portfolio performance ahead of industry benchmarks Number/value of complaints and operational breaches

AFH Group Limited
Strategic report (continued)
For the year ended 31 October 2025
5

Employees We recognise that along with our advisers our employees are our greatest asset, and it is through their combined efforts that the Company can consistently meet its strategic objectives | We engage formally with all our employees through: Our Group intranet “The Hive” Regular all hands briefing meetings and update emails Staff engagement surveys Ongoing Professional Development Reviews for appraisal and target setting Staff workshops (e.g., customer service training or engagement focus groups) Informal engagement is maintained through social events. | Fulfilling and rewarding work Career and leaning development opportunities Flexible working opportunities Competitive remuneration and benefits package Social interaction across and within teams Business supports employee’s social conscience through access to volunteering and fundraising opportunities | Annual staff pay reviews in November in line with inflation Reduced employee attrition levels during 2025 from 15% to 10% (voluntary) Carried out annual engagement pulse surveys during the year Ran programme of training for the Customer Service Teams to support restructure (such as customer service, listening skills, resilience, understanding change etc) Launched Recognition and suggestions tool continues to celebrate staff contributions Implemented a new Delivered professional and regulatory training modules to upskill our advisers Several all-hands social events to celebrate successes
Advisers Together with our staff, advisers are our major asset, as the primary interface with clients | Regular technical, economic and investment strategy updates Quarterly in-person briefings Dedicated support from administrative pods and technical resource Adviser community to encourage business and social interaction Dedicated Adviser Management teams for support and development CPD and ongoing training support Associate Adviser scheme to train new advisers, with exam support | Clear and timely economic, technical and investment guidance Access to full and current data on their clients Benefits of the AFH community including marketing and lead generation Ongoing training on skills, products and regulatory developments Access to high-quality, value-for-money services for clients Other Company initiatives | Delivered improvements to our Adviser portal Weekly and monthly community updates delivered via Teams and other digital media Access to adviser management and development teams to support adviser development and CPD

AFH Group Limited
Strategic report (continued)
For the year ended 31 October 2025
6

Shareholders Maintaining a transparent and open dialogue with our shareholders to ensure an understanding of our strategy and performance is a key element of our corporate governance. | Our principal means of engagement are: Regular board meetings Production of monthly reporting and analysis Direct engagement over key strategic objectives | Financial performance Business model ESG | Increase in Revenue and EBITDA Shareholder value Regulatory adherence
Suppliers The Company has a range of suppliers supporting the business operations, many of whom have long term relationships with the Company. The Company also works with two significant suppliers whose products are used in the direct management of our clients and their portfolios. | We work in a collaborative manner with our suppliers All major suppliers have a designated point of contact within AFH. We are committed to work with suppliers within the agreed terms of engagement. | Long term relationships Collaborative working Fair and balanced contractual terms | Participation in regular client forums provided by our platform and investment partner Regular dialogue and formal meetings with significant suppliers Payment in line with contractual terms
Regulator As a UK financial services firm, we are subject to financial services regulations and approvals in the UK market, authorised under the Financial Conduct Authority | We maintain an open and constructive relationship with the FCA ensuring proactive engagement and communication We provide responses to the FCA in a timely manner and ensure regulatory reporting is provided within the required regular reporting periods We actively monitor forthcoming regulatory developments and implement changes within mandated timelines We ensure compliance standards are maintained and continue to review and strengthen our approach to deliver good customer outcomes in accordance with our obligations under the FCA Consumer Duty principles | Being able to demonstrate a constructive, transparent relationship with the FCA Evidence of good standards of compliance across reporting and adherence to regulations Adherence to Consumer Duty Principles to deliver good customer outcomes Always maintaining appropriate capital adequacy | Implementation of firm’s Operational Resilience Plan - March 2025 Continuing project work associated to the FCA Ongoing Suitability Review Ongoing implementation of Consumer Duty requirements FCA Consolidation Review and ongoing dialogue with the regulator Implementation of improvements in line with the FCA Retirement Review Full systems and controls audit by (The Consulting Consortium) TCC

AFH Group Limited
Strategic report (continued)
For the year ended 31 October 2025
7

Local and National Communities We endeavour to assist local and national communities to benefit from our employees’ and advisers’ desire to make a difference in their communities. | We provide support to our local communities through group and local fundraising and participating in local events. In addition to AFH initiatives, we encourage our staff to support local communities. | Participation as an active member of the local business community Financial & practical support Collaborative approach to local issues | Active membership of business and professional bodies during the year Supported charities selected by AFH staff with £30k raised in year against a target of £12k (original target of £12k fund-matched by AFH) Supported local charities and local communities: Charity volunteering scheme, giving staff one volunteer day a year, supported four charities in the year, Staff donations of £465 supported local foodbanks in December Offered work experience opportunities to four students from local schools Became a Disability Confident Employer Signed the Menopause at Work pledge

Key Performance Indicators

The directors consider the key financial performance indicators (“KPIs”) for the Company to be aligned with those of the group.

Business Review

A detailed review of the business has been performed at Group level and can be found within the consolidated accounts for AFH Financial Group Limited for the year ended October 2025.

During the year AFH Financial Group Limited novated the lease of its head office premises to AFH Independent Financial Services Limited as part of an ongoing review of the group structure. There have been no changes to the commercial terms of the lease.

On behalf of the board

Hayden Robinson
Director
19 February 2026
AFH Group Limited
Directors' report
For the year ended 31 October 2025
8

The directors present their annual report and financial statements for the year ended 31 October 2025. The principal activity of the company is that of a holding company for the group.

References to the Group herein refer to Cortina Bidco Limited and its subsidiaries which includes AFH Group Limited.

Results and dividends

The results for the year are set out on page 14.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Alan Hudson
Hayden Robinson
Qualifying third party indemnity provisions

The directors confirm that no qualifying third-party indemnity provision in favour of any of the directors of the company, as defined by s236 of the Companies Act 2006, either by the company or by any other party, was in force at the time of signing of this report, and that no such provision had been in force at any time in the financial year.

Supplier payment policy

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The company's current policy concerning the payment of trade creditors is to:

- settle the terms of payment with suppliers when agreeing the terms of each transaction;

- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

- pay in accordance with the company's contractual and other legal obligations.

Trade creditors of the company at the year end were equivalent to XX day's purchases, based on the average daily amount invoiced by suppliers during the year.

Environmental and Safety Considerations

Commitment to safety is the company's first consideration. The number of accidents is the first key performance indicator reported to the Group every month. Any accidents at the workplace are recorded, fully investigated and corrective action instigated at the earliest opportunity. Active communication and training campaigns are implemented, and information is shared with the group. The company is fully involved in the group's Industrial Management System which aims to reduce both the incidence and the impact of accidents. The company has taken the subsidiary exemption from producing the Streamlined Energy & Carbon Reporting (SECR) in this directors' report. The full report can be found in AFH Financial Group Limited financial statements.

Financial Risk Factors

The Company's activities expose it to a variety of financial risks: market risk, including interest rate risk and cash flow risk, credit risk and liquidity risk. The Company's overall risk management programme seeks to minimise potential adverse effects on the Company's financial performance.

AFH Group Limited
Directors' report (continued)
For the year ended 31 October 2025
9
Market Risk, Interest Rate and Cash Flow Risk

The Company's main sources of revenue and operating cash flows are substantially independent of changes in market interest rates. The Company has significant interest-bearing assets on which it seeks to obtain a commercial rate of return from AA or above rated UK institutions whilst not having a material adverse effect on cash flow. There are no significant variable rate interest-bearing liabilities.

Going concern

The directors have considered the anticipated business activities of the Company, its cash flows and capital position for a period of 12 months from the date of these accounts. They believe that even in the event of falling markets and without further growth the company can continue to trade profitably from an EBITDA perspective and will continue to generate cash surpluses after interest payments. The Company maintains sufficient facilities to cover its short and long-term liabilities. This assessment has been stress tested for lower than anticipated revenues. Therefore, the directors are satisfied that the Company has adequate resources for the near future and for this reason continue to adopt the Going Concern basis in preparing the financial information. The Company may receive financial support from its ultimate owners if required.

Auditor

In accordance with the company's articles, a resolution proposing that Saffery LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware.

Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Hayden Robinson
Director
19 February 2026
AFH Group Limited
Directors' responsibilities statement
For the year ended 31 October 2025
10

The directors are responsible for preparing the annual 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 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- 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.

AFH Group Limited
Independent auditor's report
To the members of AFH Group Limited
11
Opinion

We have audited the financial statements of AFH Group Limited (the 'company') for the year ended 31 October 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 October 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice including FRS 101; 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 Auditor's 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 included in the annual report, other than the financial statements and our auditor’s report 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.

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.

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 directors' r eport 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.

AFH Group Limited
Independent auditor's report
To the members of AFH Group Limited (continued)
12
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 identifie d material misstatements in the strategic report or the directors' r eport.

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' r esponsibilities s tatement, 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.

Auditor's 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 auditor's 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

AFH Group Limited
Independent auditor's report
To the members of AFH Group Limited (continued)
13

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Jamie Cassell (Senior Statutory Auditor)
For and on behalf of Saffery LLP
19 February 2026
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
AFH Group Limited
Statement of comprehensive income
For the year ended 31 October 2025
14
2025
2024
Notes
£
£
Revenue
4
-
1,677,526
Cost of sales
-
0
(6,432)
Gross profit
-
1,671,094
Administrative expenses
(3,413,808)
(5,608,396)
Operating loss
5
(3,413,808)
(3,937,302)
Investment income
8
4,658
9,184
Loss before taxation
(3,409,150)
(3,928,118)
Tax on loss
9
-
0
-
0
Loss and total comprehensive income for the financial year
(3,409,150)
(3,928,118)

The income statement has been prepared on the basis that all operations are continuing operations.

AFH Group Limited
Statement of financial position
As at 31 October 2025
15
2025
2024
Notes
£
£
£
£
Non-current assets
Intangible assets
11
46,231,505
49,594,520
Property, plant and equipment
12
677,186
4,151,231
Investments
13
45,517,536
45,461,911
92,426,227
99,207,662
Current assets
Trade and other receivables
15
34,340,455
28,575,082
Cash and cash equivalents
149,982
1,432,276
34,490,437
30,007,358
Current liabilities
16
(134,804,816)
(130,111,810)
Net current liabilities
(100,314,379)
(100,104,452)
Total assets less current liabilities
(7,888,152)
(896,790)
Non-current liabilities
-
0
(3,582,212)
Net liabilities
(7,888,152)
(4,479,002)
Equity
Called up share capital
18
460
460
Share premium account
649,922
649,922
Capital redemption reserve
19
10
10
Retained earnings
(8,538,544)
(5,129,394)
Total equity
(7,888,152)
(4,479,002)
The financial statements were approved by the board of directors and authorised for issue on 19 February 2026 and are signed on its behalf by:
Hayden Robinson
Director
Company registration number 02557859 (England and Wales)
AFH Group Limited
Statement of changes in equity
For the year ended 31 October 2025
16
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
£
£
£
£
£
Balance at 1 November 2023
460
649,922
10
(1,201,276)
(550,884)
Year ended 31 October 2024:
Loss and total comprehensive income
-
-
-
(3,928,118)
(3,928,118)
Balance at 31 October 2024
460
649,922
10
(5,129,394)
(4,479,002)
Year ended 31 October 2025:
Loss and total comprehensive income
-
-
-
(3,409,150)
(3,409,150)
Balance at 31 October 2025
460
649,922
10
(8,538,544)
(7,888,152)
AFH Group Limited
Notes to the financial statements
For the year ended 31 October 2025
17
1
Accounting policies
Company information

AFH Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is AFH House, Buntsford Drive, Stoke Heath, Bromsgrove, Worcestershire, B60 4JE.

The principal operations of the Company are that of an intermediate holding company for the group.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

- The requirements of IFRS 3 'Business Combinations' relating to the disclosure of information about each business combination occurring during the reporting period

- The requirement of IFRS 7 'Financial Instruments: Disclosures' relating to the disclosure of financial instruments and the nature and extent of risks arising from such instruments;

- The requirement of IFRS 13 'Fair Value Measurement' paragraphs 91 to 99 relating to the fair value measurement disclosures of financial assets and financial liabilities that are measured at fair value, such as the available for sale investments and derivative financial instruments;

- The requirements of IFRS 15 'Revenue from Contracts with Customers' relating to the disclosure of significant judgements made in application of the standard, revenue recognised from contracts with customers, disaggregation of revenue categories, significant changes to contract balances and information about performance obligations and transaction prices;

- The applicable requirements of IAS 36 'Impairment of Assets' relating to the disclosures of estimates used to measure recoverable amounts;

- The applicable requirements of IAS 1 'Presentation of Financial Statements' relating to the disclosure of comparative information in respect of the number of shares outstanding at the beginning and end of the year (IAS 1.79(a)(iv)), the reconciliation of the carrying amount of property, plant and equipment (IAS 16.731) and the reconciliation of the carrying amount of intangible assets (IAS 38(118)I).

- The requirement of IAS 1 'Presentation of Financial Statements' paragraphs 134 to 136 relating to the disclosure of capital management policies and objectives;

- The requirements of IAS 7 'Statement of Cash Flows' and IAS 1 'Presentation of Financial Statements' paragraph 10(d), 111 relating to the presentation of a Cash Flow Statement;

- The requirements of IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' paragraphs 30 and 31 relating to the disclosure of standards, amendments and interpretations in issue but not yet effective; and

- The requirements of IAS 24 'Related Party Disclosures' relating to the disclosure of key management personnel compensation and relating to the disclosure of related party transactions entered into between the Company and other wholly-owned subsidiaries of the group.

For the disclosure exemptions listed in the points above, the equivalent disclosures are included in the consolidated financial statements of the group, AFH Financial Group Limited into which the Company is consolidated.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
1
Accounting policies (continued)
18
1.2
Going concern

The directors have considered the anticipated business activities of the Company, its cash flows and capital position for a period of 12 months from the date of these accounts. They believe that even in the event of falling markets and without further growth the company can continue to trade profitably from an EBITDA perspective and will continue to generate cash surpluses after interest payments. The Company maintains sufficient facilities to cover its short and long-term liabilities. This assessment has been stress tested for lower than anticipated revenues. Therefore, the directors are satisfied that the Company has adequate resources for the near future and for this reason continue to adopt the Going Concern basis in preparing the financial information. The Company may receive financial support from its ultimate owners if required.true

1.3
Revenue

Revenue is recognised in line with the requirements of IFRS 15 as contractual performance obligations are satisfied. The revenue of the company is in respect of management recharges across the group for provision of central costs and support with revenue recognised as the services are charged.

1.4
Intangible assets other than goodwill

Intangible assets are initially measured at cost. After initial recognition, intangible assets are recognised at cost less any accumulated amortisation and any accumulated impairment losses.

Where the contractual considerations for the intangible asset varies to the amount paid in the future period, the difference is written off through the profit and loss account.

The depreciable amount of an intangible asset with a finite useful life is allocated on a systematic basis over its useful life. Amortisation begins when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.

The amortisation period and the amortisation method for intangible assets with a finite useful life is reviewed at least each financial year-end. If the expected useful life of the asset is different from previous estimates, the amortisation period is changed accordingly.

At the year-end, the following estimated useful lives of intangible assets were as follows:

- Other intangibles - 10 years from the month of acquisition unless otherwise impaired.

- Acquired client portfolios - 20 years from the month of acquisition unless otherwise impaired.

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold property
25% per annum straight line
Fixtures, fittings and equipment
20% per annum straight line
Computer equipment
20% per annum straight line

Right of use assets at the lower of lease term and useful economic life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
1
Accounting policies (continued)
19

The residual value and the useful life of an asset is reviewed at least each financial year-end and if expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate in accordance with IAS 8 Accounting Policies, Changing in Accounting Estimates and Errors.

1.6
Non-current investments

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

1.7
Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents include cash in hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value.

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
1
Accounting policies (continued)
20
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

If there is objective evidence that there is an impairment loss on loans and receivables, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced either directly or through use of an allowance account.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

Share Capital represents the nominal value of shares that have been issued.

Share premium represents the premium value of shares that have been issued.

Retained earnings include all current and prior period retained profits.

Dividend distributions to the Company's Shareholders are recognised in the accounting period in which the dividends are declared and paid, or if earlier, in the accounting period when the dividend is approved by the Company's shareholders at the Annual General Meeting.

Merger reserve represent the difference between the net book value of trade and assets and the consideration transferred arising from common control acquisitions.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
1
Accounting policies (continued)
21
1.12
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
22
2
Adoption of new and revised standards and changes in accounting policies

During the financial year, the Company has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations, that became effective for the first time.

Standard
Effective date, annual period beginning on or after
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
1 January 2024
Classification of Liabilities as Current or Non-Current, Non-current Liabilities with Covenants: amendments to IAS 1
1 January 2024
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
1 January 2024

Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective.

Standard
Effective date, annual period beginning on or after
Lack of Exchangeability (Amendments to IAS 21)
1 January 2025
Annual Improvements to IFRS Accounting Standards – Volume 11
1 January 2026
Classification and Measurement of Financial Instruments (Amendments to IFRS 7 and IFRS 9)
1 January 2026
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
1 January 2026

The directors are evaluating the impact that these standards will have on the financial statements of the Company.

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, have not been endorsed for use in the UK and will not be adopted until such time as endorsement is confirmed.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
2
Adoption of new and revised standards and changes in accounting policies (continued)
23
Standard
Effective date, annual period beginning on or after
IFRS 18 – Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19 – Subsidiaries without Public Accountability: Disclosures
1 January 2027
The directors are evaluating the impact that these standards will have on the financial statements.
3
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements
Impairment of client portfolios

An assessment is made at each reporting date as to whether there is any indication that the carrying value may be impaired. Where such an indication is identified the client portfolios are tested for impairment. This compromises an estimation of the fair value less cost to sell and the value in use of the acquired client portfolios. The key assumption used in arriving at a fair value less cost of sale is based on future expected earnings based on funds under management. Future earnings streams for each cash generating unit is then discounted over a finite period to calculate the fair value. The assumptions used by the Company have been determined by looking at valuations of similar business and the consideration paid in comparable transactions.

Contingent consideration

The Company has entered into certain acquisition agreements that provide for a contingent consideration to be paid. The Company recognised all amounts management anticipates will be paid in full under the relevant acquisition agreement taking into account the assumption that the acquisition hits all future performance targets. This requires management to make an estimate of the expected future cash flows from the acquired client portfolio for the calculation of the present value of those cash flows.

The contingent consideration is subject to an earn-out based on future turnover of acquisitions over a period of up to four years. The carrying amount of contingent consideration provided for at 31 October 202 5 is £84k (202 4: £343k).

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
3
Critical accounting judgements and key sources of estimation uncertainty (continued)
24
Acquisitions

The Company's business model is to make acquisitions through the direct purchase of the customer contracts or via the acquisition of the share capital of legal entities.

Judgement is required by management in the interpretation of IFRS 3 for each share-based customer contract transaction.

The directors of the Company assess for each acquisition, in line with IFRS 3 Appendix B, whether the share transactions constitute business combinations or are in substance asset purchases. In making their judgement, the directors consider all factors within IFRS 3 Appendix B Paragraphs B7 through to B12.

After assessment, the directors conclude whether each transaction is an asset purchase or a business combination for financial reporting purposes.

The Directors continue to assess the impact of information gathered during the measurement period and where such information affects the facts and circumstances in existence at the acquisition date an adjustment is reflected under IFRS 3.

Determining residual values and useful economic lives of fixed assets

The Company amortises intangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including client retention and attrition rates.

Impairment of investments, intercompany receivables and non-financial assets

In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and where applicable, using an interest rate to discount them. Estimation uncertainty relates to the assumptions about future operating results and the determination of a suitable discount rate.

4
Revenue

The revenue of the company is in respect of management recharges across the group.

2025
2024
£
£
Revenue analysed by class of business
Group management charges
-
1,677,526

T he directors made the decision to cease management charges across the group for the year ended 31 October 25 and for costs to be incurred in the entities they relate to.

5
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Depreciation of property, plant and equipment
149,433
620,852
Amortisation of intangible assets (included within administrative expenses)
4,066,675
3,904,812
Fair Valuation adjustment in respect of deferred consideration
-
(70,707)

Auditor's remuneration has been borne by the parent company, AFH Financial Group Limited.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
25
6
Employees

There are no employees in this entity for the year ended 2025 (2024: nil).

7
Directors' remuneration

During the years ended 31 October 2025 and 2024, Directors' costs were borne by AFH Financial Group Limited.

8
Investment income
2025
2024
£
£
Interest income
Other interest income
4,658
9,184
9
Taxation
2025
2024
£
£

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Loss before taxation
(3,409,150)
(3,928,118)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(852,288)
(982,030)
Group relief
852,288
982,030
Taxation charge for the year
-
-
10
Dividends

During the year there were £nil (2024: £nil) of dividends paid to the company's immediate parent.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
26
11
Intangible fixed assets
Client Portfolios
Website and Branding
Total
£
£
£
Cost
At 31 October 2024
75,102,458
1,492,436
76,594,894
Additions - seperately acquired
71,672
631,988
703,660
At 31 October 2025
75,174,130
2,124,424
77,298,554
Amortisation and impairment
At 31 October 2024
26,260,582
739,792
27,000,374
Charge for the year
3,887,269
179,406
4,066,675
At 31 October 2025
30,147,851
919,198
31,067,049
Carrying amount
At 31 October 2025
45,026,279
1,205,226
46,231,505
At 31 October 2024
48,841,876
752,644
49,594,520
AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
27
12
Property, plant and equipment
Leasehold property
Fixtures, fittings and equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 November 2024
5,840,716
1,259,262
1,629,429
8,729,407
Additions
-
0
52,236
115,489
167,725
Disposals
(1,946,289)
(20,182)
(1,035)
(1,967,506)
Transfers
(3,894,427)
-
0
-
0
(3,894,427)
At 31 October 2025
-
0
1,291,316
1,743,883
3,035,199
Accumulated depreciation and impairment
At 1 November 2024
2,369,596
942,130
1,266,450
4,578,176
Charge for the year
-
0
32,507
116,926
149,433
Eliminated on disposal
(1,946,289)
-
0
-
0
(1,946,289)
Eliminated on transfers
(423,307)
-
0
-
0
(423,307)
At 31 October 2025
-
0
974,637
1,383,376
2,358,013
Carrying amount
At 31 October 2025
-
0
316,679
360,507
677,186
At 31 October 2024
3,471,120
317,132
362,979
4,151,231

Property, plant and equipment includes right-of-use assets, as follows:

Right-of-use assets
2025
2024
£
£
Net values at the year end
Property
-
3,471,120
Depreciation charge for the year
Property
-
385,283
AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
28
13
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
-
-
45,517,536
45,461,911
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 November 2024
45,461,911
Valuation changes
55,625
At 31 October 2025
45,517,536
Carrying amount
At 31 October 2025
45,517,536
At 31 October 2024
45,461,911
AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
29
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
shares held
% Held
Direct
AFH Independent Financial Services Limited
UK
Ordinary
100.00
AFH JV (Holdings) Limited
UK
Ordinary
100.00
LFS & Partners Limited
UK
Ordinary
100.00
The Insurance Partnership Financial Services Limited
UK
Ordinary
100.00
Mulberry Independent Financial Advisers Limited
UK
Ordinary
100.00
Broadleaf Financial Services Limited
UK
Ordinary
100.00
Inshore Independent Financial Advisers Limited
UK
Ordinary
100.00
Core Financial Services Limited
UK
Ordinary
100.00
AFH Corporate Services Limited
UK
Ordinary
100.00

All the subsidiaries have an accounting period end of 31 October 2025.

All the subsidiaries are registered to AFH House, Buntsford Drive, Bromsgrove, B60 4JE.

During the year, the following subsidiaries were dissolved:

- Hayburn Rock Financial Planning Ltd

- Corville Financial Services Ltd

Applications to strike off the following companies were made during the year and these were subsequently dissolved post year end:

- AFH JV (Holdings) Limited - dissolved 16 December 2025

- Broadleaf Financial Services Limited - dissolved 13 January 2026

15
Trade and other receivables
2025
2024
£
£
Trade receivables
53,905
163,147
VAT recoverable
55,508
-
Amounts owed by fellow group undertakings
34,230,469
28,338,922
Other receivables
573
573
Prepayments and accrued income
-
0
72,440
34,340,455
28,575,082

Trade receivables include a £nil provision for bad debts (2024: £nil).

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
30
16
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
43,724
-
0
-
0
-
0
Amounts owed to fellow group undertakings
134,677,418
129,316,137
-
-
Accruals and deferred income
-
0
83,703
-
0
-
0
Deferred consideration
83,674
209,576
-
0
133,371
Social security and other taxation
-
106,317
-
0
-
0
134,804,816
129,715,733
-
133,371
17
Lease liabilities
2025
2024
Maturity analysis
£
£
Within one year
-
396,077
In two to five years
-
1,584,308
In over five years
-
1,864,533
Total undiscounted liabilities
-
3,844,918

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
-
0
396,077
Non-current liabilities
-
0
3,448,841
-
3,844,918

During the year, the premises lease was reassigned to another entity within the group. With effect from the date of reassignment, the lease liability was extinguished.

AFH Group Limited
Notes to the financial statements (continued)
For the year ended 31 October 2025
31
18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.001p each
438,000
438,000
438
438
Ordinary A shares of 0.01p each
2,168
2,168
22
22
440,168
440,168
460
460

The comparative share capital disclosure has been corrected to reflect the correct number of shares and nominal value. There is no impact on the financial position or performance.

19
Capital redemption reserve
2025
2024
£
£
At the beginning and end of the year
10
10
20
Related party transactions

During the year the Company did not enter into any related party transactions other than with group undertakings that are wholly owned members of the same group (2024: None).

21
Ultimate Controlling party

The Company's immediate parent undertaking is AFH Financial Group Limited, which is incorporated in England and Wales.

The Company's ultimate parent undertaking is Cortina Top c o Limited, which is incorporated in the Cayman Islands, indirectly controlled by funds managed by Flexpoint Ford, LLC, a private equity investment firm incorporated in the United States of America.

Copies of the consolidated financial statements of AFH Financial Group Limited, the smallest group of undertakings that consolidates the Company as at 31 October 202 5 are filed with Companies House.

The largest group of undertakings that consolidates the company is Cortina Bid c o Limited, which is incorporated in the Cayman Islands. Copies of their financial statements can be obtained from AFH House, Buntsford Drive, Stoke Heath, Bromsgrove, Worcestershire, B60 4JE.

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