The Directors submit their Strategic Report for AFH Group Limited for the year ended 31 October 2025.
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 in 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.
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.
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:
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.
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.
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 |
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:
| 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 |
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
|
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
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.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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.
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.
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.
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.
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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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.
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.
The income statement has been prepared on the basis that all operations are continuing operations.
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.
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 £.
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.
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.
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:
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.
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.
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.
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.
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.
The company recognises 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, including borrowings, trade 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.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
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.
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.
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.
Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.
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.
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.
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.
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 2025 is £84k (2024: £343k).
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.
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.
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.
The revenue of the company is in respect of management recharges across the group.
The 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.
Auditor's remuneration has been borne by the parent company, AFH Financial Group Limited.
There are no employees in this entity for the year ended 2025 (2024: nil).
During the years ended 31 October 2025 and 2024, Directors' costs were borne by AFH Financial Group Limited.
The charge for the year can be reconciled to the loss per the income statement as follows:
During the year there were £nil (2024: £nil) of dividends paid to the company's immediate parent.
Property, plant and equipment includes right-of-use assets, as follows:
Details of the company's subsidiaries at 31 October 2025 are as follows:
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
Trade receivables include a £nil provision for bad debts (2024: £nil).
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:
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.
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.
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).