|
Registered number: 04533970
S&W PARTNERS CORPORATE FINANCE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
COMPANY INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants and Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
CONTENTS
|
|
|
|
|
|
Independent Auditor's Report
|
|
Statement of Comprehensive Income
|
|
|
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report and the audited financial statements for the year ended 31 December 2025.
The Company has elected not to present a Strategic Report in accordance with section 414B of the Companies Act 2006 exemption relating to small companies.
S&W Partners Corporate Finance Limited (the "Company") (formerly known as Evelyn Partners Corporate Finance Limited) is a wholly owned subsidiary of S&W Partners Group Limited (formerly known as Evelyn Partners Professional Services Group Limited), which is a subsidiary of Earps MidCo 1 Limited, the top UK parent company for which consolidated accounts are prepared (the "Group").
On 31 March 2025, Apax Partners acquired the Company's parent undertaking of which the smallest group of consolidated financial statements were produced, S&W Partners Group Limited and rebranded to S&W. As a result of the transaction, the parent company of the Company remains unchanged, however the ultimate parent for which consolidated financial statements are prepared is now Earps TopCo Limited, a company incorporated in Guernsey.
The Company’s principal activity is the provision of corporate finance services.
The Company is authorised and regulated by the Financial Conduct Authority in the UK.
Revenue for the year increased by 16.8% to £4,361,000 (2024 - £3,734,000), reflecting increased deal activity and the successful completion of transactions during the year. Given the transactional nature of Corporate Finance, results may vary depending on timing of deal completions.
The operating loss for the year of £1,376,000 (2024 - £62,000 profit) primarily reflects continued investment in people and capability to support future growth, with the benefits of this investment expected to be realised over future periods.
At 31 December 2025, the Company had net assets of £1,636,000 (2024 - £2,649,000).
The Directors who served during the year, except where noted, were:
|
|
|
|
C Grigg (resigned 31 March 2025)
|
N Duci (resigned 31 March 2025)
|
P Geddes (resigned 31 March 2025)
|
S Boyle (resigned 31 March 2025)
|
T Huysseune (resigned 31 March 2025)
|
The Directors have been covered by third party liability insurance throughout the year and the policy of insurance remains in force.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The loss for the year, after taxation, amounted to £1,013,000 (2024 - £90,000 profit)
During the year, the Company paid dividends of £nil (2024 - £500,000). The Directors do not recommend payment of a final dividend.
On 31 March 2025, the Company changed its name from Evelyn Partners Corporate Finance Limited to S&W Partners Corporate Finance Limited.
Principal risks and uncertainties
|
The Group has made significant investment in its risk management and compliance capabilities to help embed the risk management framework. This framework is underpinned by policies, procedures and reporting, all of which will continue to evolve with the needs of the Group as it seeks to deliver its strategic objectives.
The Company is exposed to financial risk through the financial assets and liabilities that it has. The main areas of financial risk for the Company are:
∙Credit risk, being the risk that a counterparty will be unable to pay amounts in full when they are due;
∙Liquidity risk, being the risk that the Company cannot settle amounts as they become due;
∙Regulatory risk, being the risk that changes in law or regulations will materially impact an industry or business; and
∙Competition and reputational risk, being the risk that Company fails to meet the expectations of its stakeholders resulting in loss of clients.
These areas are considered further below.
Credit risk
The primary source of credit risk arises from fees to contracts with customers that have been raised but not settled by clients. The Company has policies in place to ensure that services are provided to clients with an appropriate credit history. Client invoices are typically due for payment on issue and accordingly all trade and fee receivables are disclosed past due. Where trade receivables are impaired, in view of normal client payment patterns, full provision is made against any such trade receivables. Senior management periodically reviews as a preventative measure, potential bad debts and takes appropriate risk mitigating action at local levels. Client driven transactions with counterparties and cash transactions are limited to high quality, credit rated financial institutions. The Company has policies in place that limit the amount of credit exposure to any one financial institution.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group uses a mixture of long-term and short-term debt finance. The Company’s cash flow needs are assessed on an ongoing basis to ensure liabilities can be met as they fall due.
Regulatory risk
The Company is subject to extensive regulation. Changes in regulation could require additional capital to be raised or reduce profitability. Failure to comply with regulatory requirements could result in fines or other enforcement action. The Company monitors regulatory changes, assesses the impact any changes may have on the business and plans to ensure there is sufficient resource to implement those changes.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Competition and reputational risk
The Company operates in a competitive market and there is a risk that existing clients will leave or that the Company fails to gain new clients due to poor service, failure to respond to changes in the marketplace and the loss of reputation consequent on these failings or due to inadequate investment in distribution or the loss of key individuals. These risks are managed by the Company’s continued investment in its people, a strong awareness of developments in its marketplace and ongoing enhancements to the services it offers.
Financial key performance indicators
|
Key performance indicators are discussed in the business review section of this report. Also, the Company is required to maintain sufficient regulatory own funds and liquid assets to meet the own funds requirement and the basic liquid assets requirement with a satisfactory buffer being held. Performance against these key performance indicators are formally monitored on a monthly basis, with own funds and liquid assets being maintained above minimum levels throughout the year.
Further information on key performance indicators can be found in the Group’s Annual Report and Financial Statements on page 12, which does not form part of this report.
The Directors are required to satisfy themselves that it is reasonable to presume that the Company is a going concern. After reviewing the Company’s performance projections for the period of at least 12 months from the date of issue of the financial statements, the Directors are satisfied that, in taking account of a range of stress tests which are deemed to be severe but plausible, the Company has adequate access to resources to enable the Company to meet its obligations and continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
In forming this assessment, the Directors have considered the Company's reported loss for the period, which primarily reflects the timing and completion of its services, rather than its underlying trading performance. Additionally, the Company is reliant upon the support from its parent undertaking, Earps MidCo 1 Limited, and its subsidiary undertakings as it meets its day-to-day working capital requirements through the continuation of loans provided to it by Group members who have confirmed that they will not demand repayment of the loans and intercompany balances to enable the Company to meet its liabilities as they fall due. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group is in a position to provide this support for a period of at least 12 months from the date of signing of these financial statements.
Under s487(2) of the Companies Act 2006, Forvis Mazars LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
Post balance sheet events
|
There have been no material post balance sheet events requiring disclosure prior to the date of signing this report.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors have reviewed the business and consider the performance of the Company to be reflective of the variable nature of the business. The Directors consider that the Company’s position at the end of the period is consistent with the size and complexity of the business, and expect results to improve in the coming period as projects complete.
Directors' responsibilities statement
|
The Directors are responsible for preparing the 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 financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
The Directors are responsible for the maintenance and integrity of the corporate and financial information. Legislation in the United Kingdom, governing the preparation and dissemination of financial statements, may differ from legislation in other jurisdictions.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Disclosure of information to the auditor
|
Each of the persons who is a Director at the date of approval of this report confirms that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
∙the 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.
This confirmation is given and should be interpreted in accordance with the provision of s418 of the Companies Act 2006.
This report was approved by the Board and signed on its behalf.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF S&W PARTNERS CORPORATE FINANCE LIMITED
Opinion
We have audited the financial statements of S&W Partners Corporate Finance Limited (the "Company") for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the Notes to the Financial Statements, including material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. 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.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF S&W PARTNERS CORPORATE FINANCE LIMITED
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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors’ Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regimes and take advantage of the small companies' exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF S&W PARTNERS CORPORATE FINANCE LIMITED
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: breaches of financial crime laws and regulations, regulatory compliance, and anti-money laundering regulation and sanctions regime and financial services legislation applicable to the regulated nature of the company’s activities.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Companies Act 2006 and taxation legislation.
In addition, we evaluated the Directors’ and Management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to goodwill, revenue recognition (which we pinpointed to the accuracy and valuation assertions), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and Management on whether they had knowledge of any actual, suspected, or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF S&W PARTNERS CORPORATE FINANCE LIMITED
Use of the audit 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.
David Baines (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
Date: 1 April 2026
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the financial year
|
|
|
|
|
|
|
|
|
Total comprehensive (loss)/income for the financial year
|
|
|
|
There were no other gains and losses in either the current year or prior year other than those included in the Statement of Comprehensive Income.
The results for each year relate to continuing activities. There were no discontinued operations in either the current year or the prior year.
|
The notes on pages 13 to 24 form part of these financial statements.
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
REGISTERED NUMBER: 04533970
BALANCE SHEET
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: Amounts falling due within one year
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 1 April 2026
The notes on pages 13 to 24 form part of these financial statements.
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive profit for the financial year
|
|
|
|
Profit for the financial year
|
|
|
|
Total comprehensive profit for the financial year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the financial year
|
|
|
|
Loss for the financial year
|
|
|
|
Total comprehensive loss for the financial year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 13 to 24 form part of these financial statements.
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
S&W Partners Corporate Finance Limited (the "Company") is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006. The registered number is 04533970 and the registered office address is 45 Gresham Street, London, EC2V 7BG.
These financial statements are presented in pound sterling (£) because that is the currency of the primary economic environment in which the Company operates.
All amounts in the financial statements and notes have been rounded off to the nearest thousand, unless otherwise stated.
The principal activity of the Company and the nature of the Company’s operations are set out in the Directors' Report.
2.Material accounting policy information
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (note 3).
The following principal accounting policies have been applied:
|
|
|
Financial reporting standard reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
|
|
|
Financial reporting standard reduced disclosure exemptions (continued)
|
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
The Directors are required to satisfy themselves that it is reasonable to presume that the Company is a going concern. After reviewing the Company’s performance projections for the period of at least 12 months from the date of issue of the financial statements, the Directors are satisfied that, in taking account of a range of stress tests which are deemed to be severe but plausible, the Company has adequate access to resources to enable the Company to meet its obligations and continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
In forming this assessment, the Directors have considered the Company's reported loss for the period, which primarily reflects the timing and completion of its services, rather than its underlying trading performance. Additionally, the Company is reliant upon the support from its parent undertaking, Earps MidCo 1 Limited, and its subsidiary undertakings as it meets its day-to-day working capital requirements through the continuation of loans provided to it by Group members who have confirmed that they will not demand repayment of the loans and intercompany balances to enable the Company to meet its liabilities as they fall due. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group is in a position to provide this support for a period of at least 12 months from the date of signing of these financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, value added tax and other sales taxes.
Professional services
The Company generates revenues from Professional Services for the provision of advisory services which can involve fixed, variable and contingent fees. Revenue from a contract to provide services, which is typically recognised over time, is recognised by reference to the stage of completion of the contract. The Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment of cost plus margin for performance completed to date.
The Company typically uses percentage of completion calculations which are based on labour hours expended and therefore, costs incurred. This is a faithful representation of the completion status because the labour hours expended, and expenses incurred are an accurate record of the work performed.
Measuring the timing and the progress of performance obligations is performed on a consistent basis to similar performance obligations in similar circumstances, using a contract by contract approach.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
The Company recognises the difference revenue types as follows:
∙Time-and-materials contracts are recognised over time as services are delivered where there is a contractual right to payment for services delivered to date.
∙Fixed fee revenue is recognised over time based on the actual service provided to the end of the reporting period relative to total services to be provided, generally assessed by reference to actual inputs of time and expenses as a proportion of the total expected inputs, and where there is an enforceable right to payment for performance completed to date.
∙Variable revenue is recognised on an expected value basis unless it related to a contingent event happening. The Company recognises revenue relating to a contingent event over and above a minimum fee to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
If the Company satisfies a performance obligation before it receives the consideration, this is reported either as trade receivables or as a contract asset in the Balance Sheet. The Company recognises a contract asset where something other than the passage of time is required before the consideration is due. In all other cases, the Company recognises a receivable for the consideration due. Contract assets are included as prepayments and accrued income (note 13).
Payments on account in excess of the relevant amount of revenue are included in excess payments received on account within trade and other payables (Accruals and deferred income) in the Balance Sheet. The Company recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts within trade and other payables in the Balance Sheet. Contract liabilities are included in accruals and deferred income (note 15).
Services may be provided for periods greater than one year. As the Company bills an amount based on the contractual terms of the engagement, usually determined by an individual’s charge out rate for each hour of contracted service provided, the entity has a right to invoice the customer in the amount that corresponds directly with the value of the entity’s performance completed to date. Consequently, in accordance with IFRS 15.121(b), the Company has elected not to disclose information about remaining performance obligations.
Finance income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit or loss for the year as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Goodwill
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued. When a business combination agreement provides for an adjustment to the cost of the combination which is contingent on future events, the Company includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not re-measured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
In accordance with the requirements of FRS 101, goodwill is capitalised as an intangible asset and is not amortised. The non-amortisation of goodwill conflicts with paragraph 22 of Schedule 1, which requires goodwill to be written off over its useful economic life. As such, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view, from the requirement of paragraph 22 of Schedule 1 to the Regulations. It is not possible to quantify the effect of the departure from the Companies Act because a finite life for goodwill has not been identified. However, the effect of amortising over a useful life of 20 years would be a charge for the year of £26,000 (2024 - £26,000).
The cash-generating units (CGU) to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the units may be impaired. If the recoverable amount of a CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Short term debtors are measured at transaction price, less any impairment. Loans receivable and other receivables are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
|
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Impairment of financial assets
The Company recognises lifetime expected credit losses (ECL) for trade receivables and amounts due on contracts with customers. The ECL on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This 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, or where appropriate a shorter period, to the amortised cost of a financial liability.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Material accounting policy information (continued)
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
|
|
Critical accounting judgements and key sources of estimation uncertainty
|
In the application of the Company’s accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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 following are the critical judgements and estimates that the Directors have made in the process of applying the Company's accounting policies. The judgements, apart from those involving estimation, are those that have the most significant effect on the amounts recognised in financial statements. The estimates are the assumptions made about the future, and other major sources of estimation uncertainty at the end of the reporting period, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Accounting estimates
Impairment of goodwill
The impairment of goodwill is determined as set out in the accounting policies note 2 and requires estimates in relation to future cash flows and suitable discount rates. No provision for impairment was made in the year and the carrying amount of goodwill at the balance sheet date was £511,000 (2024 - £511,000). Note 12 also summarises the potential impact on the carrying value of goodwill of key sensitivities.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
An analysis of revenue by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional services - advisory
|
|
|
|
|
|
|
|
|
|
All revenue arose within the United Kingdom.
|
|
|
|
|
|
Operating (loss)/profit for the year has been arrived at after (crediting)/ charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auditor's remuneration (note 6)
|
|
|
|
|
|
|
|
|
|
Change in expected credit losses
|
|
|
|
|
Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements
|
|
|
|
|
Audit fees were borne and paid by S&W Partners Services Limited (formerly known as Evelyn Partners PS Services Limited), another company within the Group.
The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of the parent company which are prepared in accordance with the Companies Act 2006 and are audited by the same auditor.
|
Staff costs were paid and borne by S&W Partners Services Limited. S&W Partners Services Limited allocated a portion of its salary and administrative costs to the Company based upon the proportion of revenue generated by the Company and the other operating subsidiaries within the Group.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Salaries and other emoluments
|
|
|
|
|
Pension scheme contributions
|
|
|
|
|
|
|
|
|
|
The highest paid Director received the following remuneration:
|
|
|
|
|
Salaries and other emoluments
|
|
|
|
|
Pension scheme contributions
|
|
|
|
|
|
|
|
|
|
Total emoluments include fees paid to Non-Executive Directors. Certain Executive Directors are also Directors of other group companies. It is not practicable to allocate their total remuneration between their services as executives to this company or other group companies, and no such allocation has been attempted. The remuneration shown above therefore includes amounts paid to the Company’s directors by all group companies.
|
|
|
Interest receivable from banks
|
|
|
|
|
|
|
|
|
|
Current tax on (loss)/ profit for the year
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on (loss)/ profit on ordinary activities
|
|
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Taxation (continued)
|
|
Factors affecting tax (credit)/charge for the year
|
|
|
The tax assessed for the year is equal to (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit on ordinary activities before tax
|
|
|
|
|
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
|
|
|
|
|
|
|
|
|
Adjustments to tax charge in respect of prior years
|
|
|
|
|
Total tax (credit)/charge for the year
|
|
|
|
|
Amounts recognised as dividends to equity holders in the year
|
|
|
|
|
The Directors do not recommend the payment of a final dividend (2024 - £500,000).
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Goodwill on incorporation
|
|
|
|
|
In accordance with IAS 36, impairment testing is required to be performed at the level of a cash-generating unit (CGU) and not at the level of an individual legal entity or service-line unless these represent separate CGUs. Since the Group operates as a single integrated CGU, no standalone entity-level impairment assessment is required. The recoverability of entity-level goodwill recognised on incorporation is implicitly assessed as part of the Group-level CGU impairment assessment.
A Group-level CGU impairment review has been performed in accordance with IAS 36. Management has assessed whether any internal or external indicators of impairment exist at the reporting date. No such indicators were identified.
In performing this assessment, management considered, among other factors, actual trading performance since acquisition, forecast performance, market conditions and movements in discount rate. Actual and forecast results continue to demonstrate revenue and contribution growth, and there has been no deterioration in the business outlook.
Based on the results of the impairment assessment, management believe there is no impairment of the carrying value of the goodwill.
|
|
|
Debtors: Amounts falling due within one year
|
|
|
|
|
|
|
|
Receivables from contracts with customers
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and short term deposits
|
|
|
|
|
|
|
|
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In common with many professional practices the Company may become subject to claims from various parties or possible penalties from regulatory bodies. Any such material matters are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Company incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made, a professional indemnity provision is established to the Company’s best estimate of the amount required to settle the obligation at the balance sheet date.
|
|
|
|
Authorised, issued, allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
4,964,913 (2024 - 4,964,913) Ordinary shares of £0.10 each
|
|
|
The Company may from time to time be involved in legal actions that are incidental to its operations. Currently the Company is not involved in any legal actions that would materially affect the financial position or performance of the Company.
|
|
S&W PARTNERS CORPORATE FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Related party transactions
|
|
|
The Company has taken advantage of the exemption in FRS 101 “Reduced Disclosure Framework” from the requirement to disclose transactions with Group companies on the grounds that it is 100% owned by Earps TopCo Limited.
|
|
|
Post balance sheet events
|
There have been no material post balance sheet events requiring disclosure prior to the date of signing this report.
At 31 December 2025, the Company’s immediate parent undertaking is S&W Partners Group Limited, a company incorporated in the United Kingdom.
The Directors consider the ultimate parent company and ultimate controlling party to be Earps TopCo Limited, a company incorporated in Guernsey.
Earps TopCo Limited is the parent undertaking of the largest group for which consolidated financial statements are prepared.
Earps MidCo 1 Limited is the parent undertaking of the smallest group for which consolidated financial statements are prepared. The registered address for Earps MidCo 1 Limited is 45 Gresham Street, London, EC2V 7BG. Copies of the group accounts of that company are available from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.
|