The directors present the strategic report for the year ended 31 October 2025.

Key performance indicators

The directors consider the key financial performance indicators (“KPIs”) for the Group are as follows:

Business review

During the year the Company saw revenue growth of £6.7m despite economic and political uncertainty while maintaining our funds under management. Gross revenue per adviser was above £410,000 (2024: £380,000). Total revenue for the year increased by 8% to £87.5 million (2024: £80.8 million), gross margins increased to 73% (2024: 71%). The revenue growth has been predominantly from the consolidation of acquisitions the Company has made and growth in AFH’s own funds and models.

We have completed our Ongoing Service Review and have provided a £3.6m for potential client refunds and redress which will be returned to clients in 2026.

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

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.

On behalf of the board

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

The profit for the year, after taxation, amounted to £27.9m (2024: £21.9m). The results for the year are set out on page 19.

No dividends were paid during the period (2024: £nil).

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

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.

The group'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 group'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.

The Group gives full and fair consideration to applications for employment from disabled persons where the candidate’s particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion.

Where existing employees become disabled, it is the Group’s policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.

The Group involves employees in the running of the business through a strategic board and senior management team that works closely with management and staff members.

Employees are invited to engage in regular Pulse surveys where they can contribute ideas towards ways to improve the business, staff benefits and the working environment.

In line with government legislations the Group offers a company-wide pension scheme, where staff have the option to opt out if they wish.

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

In accordance with the company's articles, a resolution proposing that Saffery LLP be reappointed as auditor of the Group and its Subsidiaries will be put to the members at the Annual General Meeting.

Methodology

The Green House Gas (GHG) Reporting Protocol – Corporate Standard has been followed to allow easy comparison with equivalent organisational reporting. Carbon emissions are therefore reported as Scope 1, 2 and 3 emissions. The report has also used the 2025 UK Government's Conversion Factors for Company Reporting..

Benchmarking and Intensity Metrics

The Group has chosen to utilise an intensity metric that will support comparison to the baseline emissions in future years and will hopefully also seek to measure its emissions against peers for transparency. The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per number of full-time employees, the recommended ratio for the sector.

Energy Efficiency Actions

In the previous financial year the Group had implemented an Efficiency at Work policy which set out how many aspects of their energy usage can be reduced. A part of this programme was to install a selection of LED lights to various buildings. This project has continued through 2025, and the intention is to continue the replacement programme through organic replacement of existing lighting as it becomes defunct.

The plan remains aspirational, setting a direction of intent. During 2025, in line with this directional policy, The Group has initiated new projects to either reduce energy consumption, or reduce net emissions.

• The Group has initiated a project to install PV cells on the roof of the head office building. When completed, this project is expected to reduce reliance on non-renewable sources of electrical generation and mitigate exposure to energy price increases from expensive green energy levies. This project is ongoing, with installation works expected to commence during 2026.

• The Group also implemented an EV scheme for staff to support increased uptake in EVs amongst its workforce and to reduce its indirect carbon footprint. A test group of employees were enrolled in the scheme in Q4 2025, with wider release from January 2026. To further support this, the Group has started a project to install EV charges in the head office car parks. Installation is expected to begin in 2026.

• The Group is exploring a green spaces initiative to monitor and protect trees and shrubbery in the head office car parks as natural carbon capture to mitigate carbon emissions from staff vehicles.

Despite the above activity, no formal targets have been set at this point. Therefore the Group recommends to proactively develop a more robust plan with the aim of reducing both energy consumption and carbon emissions.

When comparing this period 2024/25 to the reference period 2019/20 the following changes have taken place -

Scope 1 shows a decrease in emissions of 54%.

Scope 2 shows a decrease in emissions of 26%

Scope 3 shows an increase in emissions of 159% (when compared to the period. 2022/23).

The previous 2 years are a reasonable guide to a more normalised energy usage for the business following Covid, although it is recognised some further changes of office locations has had a significant impacted on the amount of Gas & Electricity purchased.

Adopting a hybrid working environment of office and home-based working has positively impacted the overall energy consumption.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and financial risk management.

Each of the persons who are directors at the time when this Directors’ report is approved had confirmed that:

• So far as that Director is aware, there is no relevant audit information of which the Company’s auditor is unaware, and

• That Director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

The Directors are responsible for preparing the Strategic Report, Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the group financial statements in accordance with UK-adopted international accounting standards, as well as applicable law. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101, Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

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-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; 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.

We have audited the financial statements of AFH Financial Group Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 October 2025 which comprise the Group statement of comprehensive income, the Group and Company statements of financial position, the Group and Company statements of changes in equity, the Group statement of cash flows and notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements 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 affairs of the group and of the parent company as at 31 October 2025 and of the group's profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements 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 group and parent 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 group's and parent 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 our 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.

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the Directors' Responsibilities Statement, 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 group and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the group and parent company 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 group and parent 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 group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation and the Financial Services and Markets Act 2000, on which The Financial Conduct Authority (FCA) Handbook is based.

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 group and parent company financial statement disclosures. We reviewed the parent 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 parent 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.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

Subsidiaries within the group are regulated by the FCA. We discussed the subsidiaries' authorisations and permitted activities with the SMF 16 and obtained evidence of this from the FCA register. We obtained additional evidence about compliance by discussing any breaches with the SMF16 and SMF17 and reviewing correspondence with the FCA.

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £514,164 (2024 - £3,743,666 loss).

AFH Financial Group Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is AFH House, Buntsford Drive, Stoke Heath, Bromsgrove, Worcestershire, B60 4JE.

The Group is principally engaged in the provision of independent financial advice and investment management to the retail market.

The group consists of AFH Financial Group Limited and all of its subsidiaries.

The Consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £'000.

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 financial statements have been prepared in accordance with Financial Reporting Standard 101 “Reduced Disclosure Framework” (“FRS 101”) and in accordance with the applicable provisions of the Companies Act 2006. Except for certain disclosure exemptions detailed below, the recognition, measurement and disclosure requirements of international accounting standards have been applied to these financial statements and, where necessary, amendments have been made in order to comply with the Companies Act 2006 and The Large and Medium-sized Companies and Groups Regulations 2008/410 (‘Regulations’):

• 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' paragraph 91 to 99 relating to the fair value measurement disclosure of financial assets and financial liabilities that are measured at fair value;

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

• 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; 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.

The directors have considered the trueGroup’s anticipated business activities, 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 group can continue to trade profitably from an EBITDA perspective and will continue to generate cash surpluses after interest payments. The Group 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 Group has adequate resources for the near future and for this reason continue to adopt the Going Concern basis in preparing the financial information. The Group may receive financial support from its ultimate owners if required.

The consolidated group financial statements consist of the financial statements of the parent company AFH Financial Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 October 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases. Control is achieved when the company has the power over the investee; is exposed or has rights to variable return from its involvement with the investee; and has the ability to use its power to affects its returns.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Business combinations are accounted for using the acquisition method except for group reorganisations where the combination is on a share for share basis and the resulting business remains unchanged. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. A review is undertaken to adjust the provisional amounts recognised on acquisition to reflect new information obtained during the period about circumstances existing at the date of acquisition which if known would affect the measurement of the amounts recognised.

Any contingent consideration to be transferred is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 3. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Revenue across the group is recognised in line with the requirements of IFRS 15 as contractual performance obligations are satisfied, as noted below by revenue stream. Revenue is measured at the fair value of the consideration received adjusted for clawbacks, allowance for impairment, discounts, rebates, and other sales taxes or duty.

The group recognises revenue from the following major sources:

• Initial Fee income

• Ongoing Fee and Investment management income

• Protection income (indemnified)

• Interest income

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

Fees are recognised as earned at the point when financial advice is provided.

Fees are recognised as gross earned as and when fees from the management of investments are earned.

Revenue is recognised as earned as the policy goes live and the fees from the policy are due. This income is recorded net of clawback provision.

Revenue is recognised as interest accrues (using the effective interest method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the net fair value of the separable assets, liabilities and contingent liabilities of the subsidiary or an interest in an associate undertaking recognised at the date of acquisition. Subsequent remeasurement to the goodwill is recorded against the future contingent consideration in the first year of acquisition where additional information on pre-existing facts and circumstances at the point of acquisition is obtained.

Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses on an annual basis. Any impairment is recognised immediately in the Statement of Comprehensive Income and is not subsequently reversed.

The single cash generating unit to which Goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the cash generating unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash generating unit.

The cost of intangible assets, excluding goodwill acquired in a business combination, is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets assessed as having finite lives are amortised over their useful economic life.

Where the contractual consideration for the intangible asset varies to the amount paid in the future periods, the difference is written off through Administrative Expenses in the Statement of Comprehensive Income

Intangible assets assessed as having finite lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year end.

Intangible assets are amortised over the following periods:

• 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.

The amortisation expense on intangible assets with finite lives is recognised within Administrative Expenses in the Statement of Comprehensive Income.

Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment in value.

Depreciation is provided on all property, plant and equipment at rates calculated to write each asset down to its estimated residual value over its expected useful life as follows:

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

Any gain or loss arising on disposal of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income in the year the asset is disposed of. The asset's residual values and useful lives are reviewed, and adjusted if appropriate, at each financial year end.

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.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting end date, the group 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 group 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.

Cash and cash equivalents in the Statement of Financial Position comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less. For the purpose of the Statement of Cash Flow, cash and cash equivalents consist of cash and short-term deposits as defined above, net of outstanding bank overdrafts.

Financial assets are recognised in the group's statement of financial position when the group 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.

Financial assets, other than those at Fair value through profit and loss (FVTPL), are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

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.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

The group recognises financial debt when the group 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, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition.

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

Fair value estimation

The net book amount less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a Going Concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Group monitors capital by maintaining or adjusting the capital structure by adjusting the amount of

dividends paid to shareholders, issuing new shares and unsecured securities or selling assets to maintain

financial resources.

The capital employed by the Group is composed of equity attributable to the shareholders and long term

unsecured corporate bonds, as detailed in the Statement of Changes in Equity.

The capital structure of the Company consists of debt, cash and cash equivalents and equity comprising

share capital, reserves and retained earnings. The Company reviews the capital structure annually and as

part of this review considers that cost of capital and the risks associated with each class of capital.

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Tax relating to items recognised directly in equity is recognised in equity and not in the Statement of Comprehensive Income.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax, except:

• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense as applicable; and

• Receivables and payables that are stated with the amount of sales tax included.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and it is probable that the group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Employees (including senior executives) of the Group have previously received remuneration in the form of share based payment transactions for services provided as consideration for equity instruments ("equity settled transactions").

The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted and is recognised as an expense over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). Fair value is determined using the Black Scholes pricing model.

The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The Statement of Comprehensive Income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest.

At inception, the group 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 group 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 group'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 group 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 group's estimate of the amount expected to be payable under a residual value guarantee; or the group'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 group 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 Group 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 Group 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 Group.

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Group 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.

The application of the Group's accounting policies requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about net book values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. If in the future such estimates and assumptions deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.

The areas where a higher degree of judgement or complexity arises, or where assumptions and estimates are significant to the Consolidated Financial Statements, are discussed below.

Management estimation is required to determine the amount of accrued revenue that can be recognised, fees are recognised as earned at the point when financial advice is provided and when fees from the management of investments are earned. Management updated its estimate of revenue during the year, as a result of improved methodology being available. The effect of the change was immaterial and has been recognised prospectively.

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 comprises 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 value in use 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 Group have been determined by looking at valuations of similar businesses and the consideration paid in comparable transactions.

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating unit to which the goodwill has been allocated. In assessing value in use, the estimated future cash flows expected to arise from the cash-generating unit are discounted to their present value using the Group's weighted average cost of capital adjusted for tax. Impairments of £nil have been made during the year (2024: £nil) based upon the Directors' review.

The Group has entered into certain acquisition agreements that provide for a contingent consideration to be paid. The Group recognised all amounts management anticipates will be paid in full under the relevant acquisition agreement taking into account the contractual 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 up to four years. The carrying amount of contingent consideration provided for at 31 October 2025 is £84k (2024: £343k).

The Group'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 Group 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.

Identification and valuation of separable intangible assets acquired through a business combination requires the directors to make various judgements. The fair value of client portfolios on acquisition of AFH Financial Group Limited was determined using the income approach discounted at an asset specific rate of 12.2%, for a period of 17 years with no annuity.

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.

Amortisation of intangibles fixed assets and client portfolios

The annual amortisation charge for intangibles assets is sensitive to changes in the estimated useful economic lives and residual value of the assets. The useful economic lives and residual values are re-assessed annually. See note 13 for the carrying amount of acquired client portfolios and other intangible assets and the accounting policies for the useful economic lives for each class of assets.

Discounting long term assets and liabilities

The directors have reviewed the effect of discounting the long-term assets and liabilities in line with IFRS 9. The assets and liabilities effected by discounting are long term trade receivables (net of allowance for impairment), long term deferred contingent consideration and the long-term lease liabilities. The weighted average cost of capital (WACC) has been used to determine a discounting rate of 12.2% to long term trade receivables and long term deferred contingent consideration with a risk premium of 2%. The cost of equity has been determined using the capital asset pricing model (CAPM). Long term lease liabilities are discounted at 10%, the group's incremental borrowing rate upon adoption of IFRS 16.

Investments in subsidiaries are reviewed for indicators of impairment at each reporting date. Where such indicators exist, management estimates the recoverable amount of the investment using either value in use calculations or fair value less costs to sell. These valuations require the use of assumptions regarding future cash flows, long term growth rates, discount rates and expected profitability of the relevant subsidiary. Given the nature of the Group’s acquisition strategy and the sensitivity of valuations to changes in these assumptions, the impairment assessment involves significant estimation uncertainty. Management considers reasonably possible changes in key assumptions and has concluded that no material impairment is required.

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 Directors of the Group consider there to be only one operating division within the Group.

The revenue in 2025 is net of the discounting effect of the trade and other receivables of greater than 1 year, reducing the reported revenue by £nil (2024: £nil).

The average monthly number of persons (including directors) employed by the group during the year was:

Their aggregate remuneration comprised:

Key management personnel are those people having authority and responsibility for planning, direction and controlling the activities of the Group. The board consider that the Directors comprise key management personnel of the Company. Their remuneration during the year was as follows: salaries including bonuses were £2,143,256 (2024: £1,377,467), pension contributions were £55,118 for three directors (2024: £46,636), benefits in kind were £11,552 (2024: £8,841) and share based payments were £nil (2024: £nil).

No directors exercised share options in the year.

The highest paid Director received remuneration of £1,152,325 (2024: £798,421). Share based payments were £nil (2024: £nil) and pension contributions were £nil (2024: £nil).

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

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

Impairments

An impairment of £nil (2024 £nil) has been recorded against a client bank intangible.

An impairment of £nil (2024 £nil) has been recorded against Goodwill.

Goodwill and acquired client portfolios

The determination of whether goodwill is impaired requires an assessment of the recoverable amount of the cash generation unit to which it relates. The recoverable amount of goodwill on a value in use calculation is based on the discounted cash flows expected from the intangible assets of each acquisition. These assume 2026 forecast revenue generated cash flows discounted at an asset specific rate of 12.2%, for a period of 17 years with no annuity. A period greater than 5 years for future cash flows is deemed to be appropriate due to the predictability of cash flows arising from client relationships.

The Directors have assessed for indicators of impairment applied appropriate sensitivity of the assumptions detailed above to determine whether an impairment is required. No impairment was deemed necessary.

Due to the level of prudence already factored into the assumptions, it would require a significant adverse variance in any of these to reduce the fair value to a level where it matched the carrying value.

During the year ended 31 October 2025 no (2024: nil) acquisitions were undertaken relating to acquired client portfolios and 1 (2024: 2) further acquisitions relating to ongoing trading entities.

Included within contingent consideration are amounts relating to other client portfolio and goodwill acquisitions of £84k (2024 £343k). The contingent consideration is subject to earn outs based on future turnover over a period up to a two-year period.

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

Included in freehold land and improvements is £460,000 of land that has an indefinite useful life.

The £460,000 of Freehold Land is owned outright by the Group.

There are no fixed assets in the company.

Right of use assets

During the year, leasehold property was transferred from AFH Group Limited to AFH Independent Financial Services Limited. The addition during the year relates to a VAT adjustment to the cost of the property as it was transferred into a company that is part of a partial reclaim group.

There are no right of use assets in the Company.

The Shares in group undertakings represent certain subsidiary companies and joint ventures that have not been consolidated into the Group on the grounds of being immaterial.

The joint ventures were dissolved during the year.

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

In the opinion of the directors, the aggregate value of the company's investments in subsidiary undertakings is not less than the amount included in the balance sheet.

Details supporting the shares in group undertakings are included in note 29.

Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting date.

The deferred consideration is contingent consideration. The non-current contingent consideration has been discounted in 2025, the net effect of this is a reduction in the carrying value and an increase to net assets of £nil (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:

Payments in the year in respect of right of use asset leases amounted to £148,528 (2024: £59,440).

Lease contracts on property are generally reviewed every 5 years. The Non-current lease liability is shown net of discounting which is a reduction in the carrying value of £471,932 (2024: £269,827).

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

Clawback provision

A provision is held for cancelled protection policies ahead of the agreed terms. The provision is calculated on the actual run-rate of lost clients with 90% of clawbacks occurring in the first 12 months.

Ongoing Service Review client refunds and redress

The Group has established a provision in respect of potential refunds and redress obligations arising under the Financial Conduct Authority’s (FCA) ongoing service review.

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

There were no share issues in the financial year.

Share premium is the amount paid for shares issued in excess of the nominal value.

The merger reserve was created when the Group was formed on 23 June 2010, bringing AFH Financial Group and AFH Group Limited under a common ownership structure. The shareholders of AFH Group Limited exchanged for shares in AFH Financial Group.

There were no related party transactions during the 2025 financial year end beyond intercompany transactions to/from parent undertakings.

Interest rate risk management

The Group have an exposure to interest rate risk arising on interest-bearing deposits.

The Board monitors its treasury at least monthly and seeks to obtain a commercial rate of return from AA or above rated UK institutions whilst not impacting on cash flow.

The possible movement in UK interest rates would have an impact on the profit or loss.

Liquidity risk management

The Board monitors forecasts of the Group's liquidity comprising undrawn borrowing facilities and cash and cash equivalents on the basis of 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. Board policy involves projecting cash flows and considering the level of liquid assets necessary to meet these requirements.

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

(1) 100% subsidiaries owned by AFH Group Ltd, a wholly owned subsidiary of AFH Financial Group Limited.

(2) 100% subsidiaries registered in Guernsey.

All companies bar Artex Insurance (Guernsey) PCC Limited have registered address of AFH House, Buntsford Drive, Bromsgove, B60 4JE

Artex Insurance (Guernsey) PCC Limited - PO Box 230 Heritage Hall Le Marchant Street St Peter Port, Guernsey GY1 4JH

Subsidiary audit exemptions

The members of subsidiaries marked with an asterix have all agreed to adopt exemption from audit under section 479A of the Companies Act 2006 for the year ended 31 October 2025, and guarantees have been provided under section 479C by the parent company AFH Financial Group Limited.

During the year, the following subsidiaries were dissolved:

• Corville Financial Services Limited

• Hayburn Rock Financial Planning Limited

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

Applications to strike off the following companies were made during the year which have not yet been dissolved post year end:

• Inshore Independent Financial Advisers Limited

The Company's immediate parent is AFH Wealth Management Holdings Limited, which is incorporated in the Cayman Islands. The ultimate parent undertaking is Cortina Topco 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.

During the year, following a review of the data available to the finance team to support the recognition of revenues and the corresponding cost of sales, it was identified that the receivables and payables positions reported in a subsidiary of the group, St John's Asset Management Limited, has been misstated. The sums involved were considered to be material to the subsidiary and, accordingly, were adjusted by way of prior period adjustment. It should be noted that the sums involved are not considered to be material to the group financial statements but are included within this note for completeness.