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REG - Walker Crips Group - Final Results

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RNS Number : 4911T  Walker Crips Group plc  31 July 2025

31 July 2025

 

Walker Crips Group plc

("Walker Crips", the "Company" or the "Group")

 

Final results for the year ended 31 March 2025

 

Financial highlights and key performance indicators

 

●     Total revenues broadly flat at £31.35 million (2024: £31.57
million).

●     Operating loss in the period of £3,644,000 (2024: profit of
£63,000). Adjusting for exceptional items, the Group is reporting an adjusted
operating profit of £177,000 (2024: an adjusted operating loss of £162,000).

●     Loss before tax in the period of £3,275,000 (2024: profit of
£387,000).

●     Cash and cash equivalents of £12.50 million (2024: £13.86
million).

●     Assets Under Management ("AUM") increased by 1.9% to £2.75
billion (2024: £2.69 billion).

●     Total Assets Under Management and Administration ("AUMA") £4.6
billion (2024: £4.9 billion).

●     Proposed final dividend of £nil pence per share (2024: 0.25 pence
per share), bringing the total dividends for the year to £nil pence per share
(2024: 0.50 pence per share).

 

*        Exceptional items are disclosed in note 9 to the accounts.

 

 

For further information, please contact:

 

Walker Crips Group plc
                                 Tel:   +44
(0)20 3100 8000

Craig Harrison, Media Relations

 

Singer Capital Markets
                                  Tel:
+44 (0)20 7496 3000

Charles Leigh-Pemberton / Asha Chotai

 

Further information on Walker Crips Group is available on the Company's
website: www.walkercrips.co.uk

 

 

Chairman's Statement

 

My appointment to the Board coincided with the first day of the Group's
current financial year. Therefore, I will leave the detailed analysis of the
past year's results to the Joint-CEOs' report that follows.

 

This past year has been especially challenging for The Walker Crips Group,
with two significant factors negatively affecting our performance. As a result
of a number of historic challenges, there has been a requirement both to fund
substantial investment in legal and consulting services, as well as the
recruitment of additional Compliance personnel. Additionally, we have faced
considerable salary increases necessary to attract and retain essential Risk
and Compliance team members. Consequently, the Group has incurred losses this
year and is not in a position to declare a dividend for shareholders.

 

The growing complexity and breadth of the Group's service offerings have
increased the resources required to monitor and regulate our fund management
activities, raising important questions about the suitability of our current
business model.

 

Under my chairmanship, the new Board will oversee a comprehensive review of
our business, including our operating structure, risk management processes,
client servicing capabilities, and business culture.

 

This will encompass an assessment of our strategic options to strengthen the
balance sheet, as well as a wider review of our Group's culture, with a focus
on fostering greater alignment around shared objectives and enhancing our
collective responsibility for both individual and company-wide performance.

 

Our goal is to build a more cohesive and accountable team, better positioned
to deliver long-term value for all stakeholders. In addition, following the
outsourcing of our back-office systems and nominee service to BNY Pershing, a
subsidiary of The Bank of New York Mellon Corporation, the Joint CEOs are
responsible for ensuring the Group has the appropriate resources to support
the next phase of our growth.

 

The promotion of Christian Dougal as Joint CEO, transitioning from his role as
Chief Risk Officer, reflects both the excessive demands previously placed on a
single CEO to manage legacy issues while also pursuing growth strategies, and
the strong impact Christian has made since joining in July 2024. Notably, he
has led efforts in collaboration with PwC to investigate potentially costly
and damaging legacy issues. Christian will now oversee the Group's
administrative and Compliance functions, allowing Sean Lam and the subsidiary
Boards to concentrate on driving top-line growth.

 

Outlook

 

Since my appointment to the Board at the end of March I have very much enjoyed
my interactions with our investment teams who are of the highest quality. Our
industry-leading structured products team is successfully creating innovative
products, and I am happy to report that the performance of our discretionary
private client portfolios has been very satisfactory, with the team focused on
further development of our client offering and strategies for growth.

 

The continuing costs of addressing historic legacy issues and the changed
regulations relating to interest paid on our clients' cash deposits have
meaningful negative effects on the outlook for the current year's profits. As
your new Board looks to make changes to the Group's structure and cost base,
we do not anticipate a near-term improvement in our financial performance.

 

The changes already implemented have included process improvements and ongoing
rationalisation that promise to enhance our offering to clients. The core
objective must now be to improve the firm's volume tolerance to take on new
business - this will require further investment in systems.

 

Listing

 

Walker Crips Group is one of the smallest public companies on the Main Market
of the London Stock Exchange. The lack of liquidity in our shares makes it
difficult to justify the very substantial ongoing costs and distractions of a
full listing on the Main Market of the London Stock Exchange.

 

Given the ongoing financial challenges faced by the Group, it became evident
that raising sufficient additional share capital from our sponsors or
shareholders alone would be insufficient to restore Walker Crips Group to a
stable financial footing. As previously announced, we have secured a £5
million loan facility from one of our major shareholders to provide the
necessary funding to support our future plans and reinforce the Group's
financial stability. The availability of this loan facility is instrumental;
without it, the Group would lack the capacity to implement essential changes
and invest in the growth strategies required to move our business forward.

 

In addition, the current regulatory environment presents significant
challenges for smaller fund management firms, and Walker Crips Group has faced
particular difficulties in navigating these requirements. As a result, senior
management's focus has necessarily shifted towards addressing these historical
shortcomings which has limited our capacity to pursue strategic growth
opportunities. Furthermore, the costs associated with remediation and
compensation have adversely affected profitability.

 

The Board is dedicated to overcoming these challenges and restoring value for
all stakeholders. We continue to actively explore a broad range of strategic
options aimed at further strengthening our balance sheet and positioning the
Group for long-term success.

 

 

 

Jo Welman

Chairman

31 July 2025

 

Joint-CEOs' Statement

As we anticipated at our interim statement, the second half of the financial
year to 31 March 2025 was challenging, with the Group reporting a substantial
loss before tax of £3,275,000 (2024: profit before tax of £387,000). Much of
the year was spent on completing legacy projects in relation to suitability,
compliance, and CASS. In addition, whilst the transitioning of a large part of
our back-office operations to BNY Pershing was successfully completed at the
end of June 2025, the delay from the expected March delivery date caused
further costs and strain on the Group's results.

 

We are confident that, with BNY Pershing as the custodian for our clients'
assets, the assets will be held securely and in compliance with regulatory
requirements, and it will be a catalyst for change at Walker Crips. Our
leadership can focus on business development, scaling up, and growing the
business. And it is for this purpose that PhillipCapital Group, the
Singapore-based financial services group, has provided the firm with a £5m
working capital loan facility to pursue this growth strategy.

 

"Three Pillar" Growth Strategy

·    We will be creating a Structured Product Fund

·    We will be hiring and training new investment managers

·    We will be creating a restricted financial planning team within the
investment management division

 

Financial performance

·    Total revenue decreased by 0.7% to £31.35 million (2024: £31.57
million), due to falling commission income (-8.7% to £4.5 million) and lower
interest income retained on managing clients' trading cash balances (-26.2% to
£4.3 million). For the latter, we will continue with our program to increase
the proportion paid to clients as much as possible.

·    There was growth in our management fees (+8% to £18.2 million) and
Structured Investment income (+19% to £3.6 million) but they were
insufficient to surmount the additional costs incurred.

·    Administrative expenses (excluding exceptional items, salaries and
related staff costs, depreciation and amortisation) decreased by 6.2% but
salaries and staff related costs increased by 2.1% to £16.9 million
reflecting salary increases and additional new hires to the firm.

·    The largest contributing factor to our exceptional cost was due to
professional fees and a provision made for client redress (see note 9) of
£3.8 million (2024: exceptional credit of £0.2 million).

 

Divisional performance

·    The Investment Management division reported an operating loss of
£2.2 million (2024: £1.6 million profit).

·    Our Financial Planning & Wealth Management division reported a
smaller loss compared to last year of £0.20 million (2024: £0.63 million
loss). This division has been on a growth initiative for the past three years;
it now has 12 financial planners and is ready to return to profitability in
this financial year.

·    Our Structured Investment division reported £3.6 million of gross
income, up £0.6 million from last year (2024: £3.0 million).

·    Our Barker Poland subsidiary (BPAM) reported £2.3 million of gross
income (2024: £2.3 million) generating a profit before tax of £473k (2024:
£504k) in the year.

Total Assets Under Management and Administration ("AUMA")

·    The Group had AUMA of £4.6 billion at the end the financial year
(2024: £4.9 billion).

·    Fee generating client assets (AUM) increased by 3.7% to £2.8 billion
(2024: £2.7 billion).

 

Cash management

·    Due to the significant expenses mentioned above, the Group's cash
balance reduced by 10.1% to £12.5 million (2024: increase of £0.7 million to
£13.8 million).

 

Capital resources, liquidity and regulatory capital

·    As at the financial year end, net assets were £18.7 million (2024:
£21.3 million), reflecting a decrease of £2.7 million (2024: £0.1 million
increase), from reported loss after tax, plus dividends paid.

·    Liquidity remains strong and regulatory capital at year end,
including audited reserves for the year, is £11.4 million (2024: £13.4
million), in excess of the Group's Own Funds (Capital) Threshold Requirement.

 

We would like to thank our investment managers, financial planners and our
staff for their efforts, resilience and continued commitment to the Group.

 

 

Sean Lam
Christian Dougal

Joint-CEO
 Joint-CEO

31 July 2025                              31 July
2025

 

 

 

Consolidated income statement

year ended 31 March 2025

 

                                                                            Note  2025      2024

                                                                                  £'000     £'000
 Revenue                                                                    5     31,345    31,574
 Commissions and fees paid                                                  7     (5,515)   (5,769)
 Gross profit                                                                     25,830    25,805

 Administrative expenses                                                    8     (25,653)  (25,967)
 Exceptional items                                                          9     (3,821)   225
 Operating (loss) / profit                                                        (3,644)   63

 Investment revenue                                                         10    479       446
 Finance costs                                                              11    (110)     (122)
 (Loss) / profit before tax                                                       (3,275)   387
 Taxation                                                                   13    747       (19)
 (Loss) / profit for the year attributable to equity holders of the Parent        (2,528)   368
 Company

 (Loss) / earnings per share
 Basic and diluted                                                          15    (5.94p)   0.86p

 

 

The following Accounting Policies and Notes form part of these financial
statements.

 

 

 

Consolidated statement of comprehensive income

year ended 31 March 2025

 

                                                                           2025       2024

                                                                           £'000      £'000
 (Loss) / profit for the year                                             (2,528)    368
 Total comprehensive (loss) / income for the year attributable to equity  (2,528)    368
 holders of the Parent Company

 

The following Accounting Policies and Notes form part of these financial
statements.

 

 

Consolidated statement of financial position

as at 31 March 2025

 

                                                              Note  2025        2024

                                                                     £'000       £'000
 Non-current assets
 Goodwill                                                     16     4,388       4,388
 Other intangible assets                                      17    3,073       3,741
 Property, plant and equipment                                18     631         815
 Right-of-use asset                                           19     1,525       2,075
 Investments-fair value through profit or loss                20    14          -
 Total non-current assets                                            9,631       11,019
 Current assets
 Trade and other receivables                                  21    32,335      31,902
 Investments - fair value through profit or loss              20     916         538
 Cash and cash equivalents                                    22    12,502      13,863
 Total current assets                                               45,753      46,303
 Total assets                                                       55,384      57,322

 Current liabilities
 Trade and other payables                                     25     (32,351)    (31,961)
 Current tax liabilities                                            -           (242)
 Deferred tax liabilities                                     23      -          (260)
 Provisions                                                   26    (1,936)     (355)
 Lease liabilities                                            27     (819)       (718)
 Deferred cash consideration                                  35    -           (25)
 Total current liabilities                                           (35,106)    (33,561)
 Net current assets                                                 10,647      12,742

 Long-term liabilities
 Deferred cash consideration                                  35     -           (15)
 Lease liabilities                                            27     (907)       (1,736)
 Provision                                                    26     (684)       (689)
 Total non-current liabilities                                       (1,591)     (2,440)
 Net assets                                                         18,687      21,321

 Equity
 Share capital                                                28     2,888       2,888
 Share premium account                                        28     3,763       3,763
 Own shares                                                   29     (312)       (312)
 Retained earnings                                            29    7,625       10,259
 Other reserves                                               29     4,723       4,723
 Equity attributable to equity holders of the Parent Company        18,687      21,321

 

The following Accounting Policies and Notes form part of these financial
statements.

 

The financial statements of Walker Crips Group plc (Company registration no.
01432059) were approved by the Board of Directors and authorised for issue on
31 July 2025. Signed on behalf of the Board of Directors

 

Sanath Dandeniya FCCA

Director

31 July 2025

 

 

Consolidated statement of cash flows

year ended 31 March 2025

 

                                                           Note  2025     2024

                                                                 £'000    £'000
 Operating activities
 Cash (used in) / generated from operations                30    (177)    970
 Tax paid                                                         (232)    (157)
 Net cash (used in) / generated from operating activities        (409)    813
 Investing activities
 Purchase of property, plant and equipment                       (124)    (114)
 Purchase / sale of investments held for trading                 (157)    642
 Consideration paid on acquisition of intangible assets          (105)    (104)
 Dividends received                                        10    8        19
 Interest received                                         10     471      427
 Net cash generated from investing activities                    93       870
 Financing activities
 Dividends paid                                            14     (106)    (213)
 Interest paid                                             11     (29)     (23)
 Repayment of lease liabilities **                                (829)    (623)
 Repayment of lease interest **                                   (81)     (99)
 Net cash used in financing activities                           (1,045)  (958)
 Net (decrease) / increase in cash and cash equivalents          (1,361)  725
 Net cash and cash equivalents at beginning of period            13,863   13,138
 Net cash and cash equivalents at end of period                  12,502   13,863

 

** Total repayment of lease liabilities under IFRS 16 in the period was
£910,000 (2024: £722,000)

 

The following Accounting Policies and Notes form part of these financial
statements.

 

 

Consolidated statement of changes in equity

year ended 31 March 2025

 

                                                      Share     Share      Own        Capital      Other      Retained    Total

                                                     capital    premium    shares     redemption    £'000     earnings    equity

                                                      £'000     account    held        £'000                   £'000       £'000

                                                                 £'000      £'000
 Equity as at 31 March 2023                           2,888      3,763      (312)      111          4,612      10,104     21,166
 Comprehensive income for the year                    -          -          -          -            -           368        368
 Total comprehensive income for the year              -          -          -          -            -          368         368
 Contributions by and distributions to owners
 Dividends paid                                       -          -          -          -            -          (213)       (213)
 Total contributions by and distributions to owners   -          -          -          -            -          (213)       (213)
 Equity as at 31 March 2024                           2,888     3,763      (312)      111          4,612      10,259      21,321
 Comprehensive loss for the year                      -          -          -          -            -           (2,528)   (2,528)
 Total comprehensive loss for the year                -          -          -          -            -          (2,528)     (2,528)
 Contributions by and distributions to owners
 Dividends paid                                       -          -          -          -            -          (106)       (106)
 Total contributions by and distributions to owners   -          -          -          -            -          (106)       (106)
 Equity as at 31 March 2025                           2,888     3,763      (312)      111          4,612      7,625       18,687

 

 

The following Accounting Policies and Notes form part of these financial
statements.

 

 

Notes to the accounts

year ended 31 March 2025

 

1.   General information

Walker Crips Group plc ("the Company") is the Parent Company of the Walker
Crips group of companies ("the Company"). The Company is a public limited
company incorporated in the United Kingdom under the Companies Act 2006 and
listed on the London Stock Exchange. The Group is registered in England and
Wales. The address of the registered office is , 128 Queen Victoria Street,
London EC4V 4BJ.

 

The material accounting policies have been disclosed below. The accounting
policies for the Group and the Company are consistent unless otherwise stated.

 

2.   Basis of preparation

The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards in conformity with the
requirements of the Companies Act 2006.

 

The principal accounting policies adopted in the preparation of the
consolidated financial statements are set out in note 3. The policies have
been consistently applied to all the years presented, unless otherwise stated.

 

The consolidated financial statements are presented in GBP Sterling (£).
Amounts shown are rounded to the nearest thousand, unless stated otherwise.

 

The consolidated financial statements have been prepared on the historical
cost basis, except for certain financial instruments that are measured at fair
value, and are presented in Pounds Sterling, which is the currency of the
primary economic environment in which the Group operates. The principal
accounting policies adopted are set out below and have been applied
consistently to all periods presented in the consolidated financial
statements.

 

The preparation of financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements, are
disclosed in note 4.

 

There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.

 

The following amendments are effective for the period beginning on or after 1
January 2025:

·    Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7);

·    Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);

·    Classification of Liabilities as Current or Non-Current (Amendments
to IAS 1); and

·    Non-current Liabilities with Covenants (Amendments to IAS 1)

 

The Group does not believe that the amendments to IAS 1 will have a
significant impact on the classification of its liabilities, as it does not
have convertible debt instruments.

 

The Group is currently assessing the impact of IFRS 18, Presentation and
Disclosure in Financial Statements, which will be effective for annual
reporting periods beginning on or after 1 January 2027.

 

The Group does not expect any other standards issued by the IASB, but not yet
effective, to have a material impact on the Group.

 

Going concern

The financial statements of the Group have been prepared on a going concern
basis. At 31 March 2025, the Group had net assets of £18.7 million (2024:
£21.3 million), net current assets of £10.7 million (2024: £12.7 million)
and cash and cash equivalents of £12.5 million (2024: £13.9 million). The
Group reported an operating loss of £3,644,000 for the year ended 31 March
2025 (2024: operating profit of £63,000), inclusive of operating exceptional
expenses of £3,821,000 (2024: operating exceptional income of £225,000), and
net cash outflows from operating activities of £0.2 million (2024: cash
inflows of £0.9 million).

 

The Directors consider the going concern basis to be appropriate following
their assessment of the Group's financial position and its ability to meet its
obligations as and when they fall due. In making the going concern assessment
the Directors have considered:

 

●     The Group's three-year base case projections based on current
strategy, trading performance, expected future profitability, liquidity,
capital solvency and dividend policy.

●     The outcome of stress scenarios applied to the Group's base case
projections prior to deployment of management actions.

●     The principal risks facing the Group and its systems of risk
management and internal control.

●     Working capital loan agreement in place with PhillipCapital.

 

Key assumptions that the Directors have made in preparing the base case
projections are:

 

●     Trading commission is expected to be flat for the foreseeable
future and management fee growth expectation of 2.5% has been set.

●     UK base rate to remain at 4.25% for a main part of 2025 and see a
gradual reduction over the next 24 months below 4%.

●     Inflation to remain below 3% for the foreseeable future.

 

Key stress scenarios that the Directors have then considered include:

 

●     A "bear stress scenario": representing a 10% reduction in income
with the consequent reduction in revenue sharing based costs, compared to the
base case in the reporting periods ending 31 March 2026 and 31 March 2027.

●     A "severe stress scenario": representing a 20% fall in income with
the consequent reduction in revenue sharing based costs, compared to the base
case in the reporting periods ending 31 March 2026 and 31 March 2027.

 

Liquidity and regulatory capital resource requirements exceed the minimum
thresholds in the base case scenario. In the bear and severe stress scenarios,
although the Group has positive liquidity throughout the period, the negative
impact on our prudential capital ratio is such that it is projected to fall
below the regulatory requirement within the first 12 months, however, with
MIFIDPRU 7.4 Internal capital adequacy and risk assessment is expected to fall
with a number of specific risks within the Group being removed and combined
with the possibility of converting part of the working capital loan to a
subordinated loan will see sufficient liquidity and capital for the Group to
withstand a bear stress scenario across the period being assessed. In the
severe scenario however, analysis indicate that the Group will require a
further capital injection in March 2026. The Directors consider the severe
stress scenario to be remote in view of the prudence built into the base case
projections. With reference to the various matters disclosed within the
contingent liabilities' disclosure in note 33, management do not believe the
outcome will have a material impact to the going concern status of the Group.

 

 

Based on the assessment of the Group's financial position and its ability to
meet its obligations as and when they fall due, the Directors do not consider
there are material uncertainties that cast significant doubt on the Group's
ability to continue as a going concern in the twelve-month period from the
date of approval of the Annual Report and Accounts.

 

 

Standards and interpretations affecting the reported results or the financial
position

 

The accounting standards adopted are consistent with those of the previous
financial year. Amendments to existing IFRS standards did not have a material
impact on the Group's Consolidated Income Statement or the Statement of
Financial Position.

 

The Group does not expect standards yet to be adopted by the UK endorsement
body ("UKEB") to have a material impact in future years.

 

3.   Material accounting policies

Basis of consolidation

The Group financial statements consolidate the financial statements of the
Group and companies controlled by the Group (its subsidiaries) made up to 31
March each year. The Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its powers to direct relevant
activities of the entity. Subsidiaries are fully consolidated from the date on
which control is obtained and no longer consolidated from the date that
control ceases; their results are in the consolidated financial statements up
to the date that control ceases.

 

Entities where the interest is 49% or less are assessed for potential
treatment as a Group company against the control tests outlined in IFRS 10,
being power over the investee, exposure or rights to variable returns and
power over the investee to affect the amount of investors' returns. At the
reporting date there were no entities where the Group had an interest below
49%.

 

All intercompany balances, income and expenses are eliminated on
consolidation.

 

Business combinations

The acquisition of subsidiaries is accounted for using the acquisition method.
The cost of the acquisition is measured at the aggregate of the fair values,
at the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of the
acquiree. The acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 Business
Combinations are recognised at their fair value at the acquisition date.

 

Acquisition-related costs are expensed as incurred.

 

If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is re-measured to fair value at the acquisition date; any gains or
losses arising from such remeasurement are recognised in profit or loss.

 

Contingent consideration is classified either as equity or as a financial
liability. Amounts classified as a financial liability are subsequently
remeasured to fair value, with changes in fair value recognised in profit or
loss.

 

Interests in associate

An associate is an entity in which the Group has significant influence, but
not control or joint control. The Group uses the equity method of accounting
by which the equity investment is initially recorded at cost and subsequently
adjusted to reflect the investor's share of the net assets of the associate.

 

Intangible assets

(a) Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess
of the consideration transferred, the amount of any non-controlling interest
in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the identifiable net assets
acquired. If the total of consideration transferred, non-controlling interest
recognised and previously held interest measured at fair value is less than
the fair value of the net assets of the subsidiary acquired, in the case of a
bargain purchase, the difference is recognised directly in the income
statement.

 

Goodwill is initially recognised as an asset at cost and is subsequently
measured at cost less any accumulated impairment losses. Goodwill is not
amortised but is reviewed for impairment at least annually. Any impairment is
recognised immediately in profit or loss and is not subsequently reversed in
future periods.

 

For the purpose of impairment testing, goodwill acquired in a business
combination is allocated to each of the cash generating units ("CGUs"), or
groups of CGUs, that is expected to benefit from the synergies of the
combination. Each unit or group of units to which the goodwill is allocated
represents the lowest level within the entity at which the goodwill is
monitored for internal management purposes. Goodwill is monitored at the
operating segment level.

 

Goodwill impairment reviews are undertaken annually or more frequently if
events or changes in circumstances indicate a potential impairment. The
carrying value of the CGU containing the goodwill is compared to the
recoverable amount, which is the higher of value-in-use and the fair value
less costs of disposal. Any impairment is recognised immediately as an expense
and is not subsequently reversed.

 

(b) Client lists

Client lists are recognised when it is probable that future economic benefits
will flow to the Group and the cost of the asset can be measured reliably
whilst the risk and rewards have also transferred into the Group's ownership.

 

Intangible assets classified as client lists are recognised when acquired as
part of a business combination, when separate payments are made to acquire
clients' assets by adding teams of investment managers, or when acquiring the
ownership of client relationships from retiring in-house self-employed
investment managers.

 

Some client list acquisitions are linked to business combination acquisitions
such as those related to the historical acquisition of Barker Poland Asset
Management LLP and others are related to the purchase of client lists related
to an individual investment manager or investment management team
recruitment-related costs.

 

The cost of acquired client lists and businesses generating revenue from
clients and investment managers are capitalised. These costs are amortised on
a straight-line basis over their expected useful lives of three to twenty
years at inception. The amortisation period and amortisation method for
intangible assets are reviewed at least each financial year end. All client
list intangible assets have a finite useful life. Client lists associated with
self-employed investment managers were revised in 2023 so that no client list
was amortised for periods longer than six years from 1 April 2022.

 

Amortisation of intangible fixed assets is included within administrative
expenses in the consolidated income statement.

 

At each statement of financial position date, the Group reviews the carrying
amounts of its 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 the asset does not generate
cash flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.

 

(c) Software licences

Computer software which is not an integral part of the related hardware is
recognised as an intangible asset when the Group is expected to benefit from
future use of the software and the costs are reliably measured and amortised
using the straight-line method over a useful life of up to five years.

 

Impairment of non-financial assets

Intangible assets that have an indefinite useful life or intangible assets not
ready to use are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair value less
costs of disposal and value-in-use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). Prior impairments of
non-financial assets (other than goodwill) are reviewed for possible reversal
at each reporting date.

 

Own shares held

Own shares consist of treasury shares which are recognised at cost as a
deduction from equity shareholders' funds. Subsequent consideration received
for the sale of treasury shares is also recognised in equity with any
difference being taken to retained earnings. No gain or loss is recognised on
sale of treasury shares.

 

Revenues recognised under IFRS 15

Revenue from contracts with customers:

 

●     Gross commissions on stockbroking activities are recognised on
those transactions whose trade date falls within the financial year, with the
execution of the trade being the performance obligation at that point in time.

●     Management fees earned from managing various types of client
portfolios are accrued daily over the period to which they relate with the
performance obligation fulfilled over the same period.

●     Fees in respect of financial services activities of Walker Crips
Financial Planning are accrued evenly over the period to which they relate
with the performance obligation fulfilled over the same period.

●     Fees earned from structured investments are recognised on the date
the underlying security of the structured investment is traded and settled,
with the execution of the trade being the performance obligation at that point
in time.

●     Fees earned from software offering, Software as a Service
("SaaS"), are accrued evenly over the period to which they relate with the
performance obligation fulfilled over the same period.

 

Other incomes:

 

●     Interest is recognised as it accrues in respect of the financial
year.

●     Dividend income is recognised when:

o  The Group's right to receive payment of dividends is established;

o  When it is probable that economic benefits associated with the dividend
will flow to the Group;

o  The amount of the dividend can be reliably measured; and

●     Gains or losses arising on disposal of trading book instruments
and changes in fair value of securities held for trading purposes are both
recognised in profit and loss.

 

The Group does not have any long-term contract assets in relation to customers
of any fixed and/or considerable lengths of time which require the recognition
of financing costs or incomes in relation to them.

 

Operating expenses

Operating expenses and other charges are provided for in full up to the
statement of financial position date on an accruals basis.

 

Exceptional items

To assist in understanding its underlying performance, the Group identifies
certain items of pre-tax income and expenditure and discloses them separately
in the Consolidated income statement.

 

Such items include:

 

1.  profits or losses on disposal or closure of businesses;

2.  corporate transaction and restructuring costs;

3.  changes in the fair value of contingent non-cash consideration; and

4.  non-recurring items considered individually for classification as
exceptional by virtue of their nature or size.

 

The separate disclosure of these items allows a clearer understanding of the
Group's trading performance on a consistent and comparable basis, together
with an understanding of the effect of non-recurring or large individual
transactions upon the overall profitability of the Group. The exceptional
items arising in the current period are explained in note 9.

 

Deferred income

Income received from clients in respect of future periods to the transaction
or reporting date are classified as deferred income within creditors until
such time as value has been received by the client.

 

Foreign currencies

The individual financial statements of each of the Group's companies are
presented in Pounds Sterling, which is the functional currency of the Group
and the presentation currency of the consolidated financial statements.

 

In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions. At each statement of financial position date,
monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date. Exchange
differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the consolidated income
statement for the period.

 

Where consideration is received in advance of revenue being recognised, the
date of the transaction reflects the date the consideration is received.

 

Property, plant and equipment

Fixtures and equipment are stated at historical cost less accumulated
depreciation and provision for any impairment. Depreciation is charged so as
to write-off the cost or valuation of assets over their estimated useful lives
using the straight-line method on the following bases:

 

Computer hardware                33( 1)/(3)% per annum on
cost

Computer software                 between 20% and
33( 1)/(3)% per annum on cost

Leasehold improvements         over the term of the lease

Furniture and equipment         33( 1)/(3)% per annum on cost

 

Right-of-use assets held under contractual arrangements are depreciated over
the lengths of their respective contractual terms, as prescribed under IFRS
16.

 

The gain or loss on the disposal or retirement of an asset is determined as
the difference between the sales proceeds and the carrying amount of the asset
and is recognised in income. The residual values and estimated useful life of
items within property, plant and equipment are reviewed at least at each
financial year end. Any shortfalls in carrying value are impaired immediately
through profit or loss.

 

Taxation

The tax expense for the period comprises current and deferred tax.

 

Tax is recognised in the income statement, except to the extent that it
relates to items recognised directly in equity. In this case the tax is also
recognised directly in other comprehensive income or directly in equity,
respectively.

 

The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Company's subsidiaries and associates operate and generate
taxable income. Management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. However, the
deferred tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that, at
the time of the transaction, affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have
been enacted, or substantially enacted, by the end of the reporting period and
are expected to apply when the related deferred income tax asset is realised,
or the deferred income tax liability is settled.

 

Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.

 

Deferred income tax liabilities are provided on taxable temporary differences
arising from investments in subsidiaries, associates and joint arrangements,
except for deferred income tax liability where the timing of the reversal of
the temporary difference is controlled by the Group and it is probable that
the temporary difference will not reverse in the foreseeable future.
Generally, the Group is unable to control the reversal of the temporary
difference for associates, unless there is an agreement in place that gives
the Group the ability to control the reversal of the temporary difference not
recognised.

 

Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries, associates and joint arrangements
only to the extent that it is probable the temporary difference will reverse
in the future and there is sufficient taxable profit available against which
the temporary difference can be utilised.

 

Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.

 

Financial assets and liabilities

Financial assets and liabilities are recognised in the Consolidated Statement
of Financial Position when the Group becomes a party to the contractual
provisions of the instrument.

 

At initial recognition, the Group measures a financial asset or financial
liability at its fair value plus or minus transaction costs. Transaction costs
of financial assets and financial liabilities carried at fair value through
profit or loss ("FVTPL") are expensed in the income statement. Immediately
after initial recognition, an expected credit loss allowance ("ECL") is
recognised for financial assets measured at amortised cost, which results in
an accounting loss being recognised in profit or loss when an asset is newly
originated.

 

The Group does not use hedge accounting.

 

a)   Financial assets

Classification and subsequent measurement

The Group classifies its financial assets in the following measurement
categories:

 

●     Fair value through profit or loss ("FVTPL");

●     Fair value through other comprehensive income ("FVTOCI"); or

●     Amortised cost.

 

Financial assets are classified as current or non-current depending on the
contractual timing for recovery of the asset. The classification depends on
the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at initial recognition.

 

(i)   Debt instruments

Classification and subsequent measurement of debt instruments depend on:

 

●     the Group's business model for managing the asset; and

●     the cash flow characteristics of the asset.

 

Business model: The business model reflects how the Group manages the assets
in order to generate cash flows. That is, whether the Group's objective is
solely to collect the contractual cash flows from the assets, to collect both
the contractual cash flows and cash flows arising from the sale of assets, or
solely or mainly to collect cash flows arising from the sale of assets.
Factors considered by the Group include past experience on how the contractual
cash flows for these assets were collected, how the assets' performance is
evaluated, and how risks are assessed and managed.

 

Cash flow characteristics of the asset: Where the business model is to hold
assets to collect contractual cash flows, the Group assesses whether the
financial instruments' contractual cash flows represent solely payments of
principal and interest ("the SPPI test"). In making this assessment, the Group
considers whether the contractual cash flows are consistent with a basic
lending instrument.

 

Based on these factors, the Group classifies its debt instruments into one of
two measurement categories:

 

Amortised cost: Assets that are held for collection of contractual cash flows
where those cash flows represent solely payments of principal and interest
("SPPI"), and that are not designated at FVTPL, are measured at amortised
cost. Amortised cost is the amount at which the financial asset is measured at
initial recognition minus the principal repayments, plus or minus the
cumulative amortisation, using the effective interest rate method, of any
difference between that initial amount and the maturity amount, adjusted by
any ECL recognised. The effective interest rate is the rate that discounts
estimated future cash payments or receipts through the expected life of the
financial asset to the gross carrying amount. Interest income from these
financial assets is included within investment revenues using the effective
interest rate method.

 

Fair value through profit or loss ("FVTPL"): Assets that do not meet the
criteria for amortised cost or fair value through other comprehensive income
("FVTOCI") are measured at fair value through profit or loss.

 

Reclassification

The Group reclassifies debt instruments when and only when its business model
for managing those assets changes. The reclassification takes place from the
start of the first reporting period following the change.

 

Impairment

The Group assesses on a forward-looking basis the expected credit loss ("ECL")
associated with its debt instruments held at amortised cost. The Group
recognises a loss allowance for such losses at each reporting date. On initial
recognition, the Group recognises a 12-month ECL. At the reporting date, if
there has been a significant increase in credit risk, the loss allowance is
revised to the lifetime expected credit loss.

 

The measurement of ECL reflects:

 

●     an unbiased and probability weighted amount that is determined by
evaluating a range of possible outcomes;

●     the time value of money; and

●     reasonable and supportable information that is available without
undue cost or effort at the reporting date about past events, current
conditions and forecasts of future economic conditions.

 

The Group adopts the simplified approach to trade receivables and contract
assets, which allows entities to recognise lifetime expected losses on all
assets, without the need to identify significant increases in credit risk
(i.e. no distinction is needed between 12-month and lifetime expected credit
losses).

 

(ii)  Equity instruments

Investments are recognised and derecognised on a trade date basis where a
purchase or sale of an investment is under a contract whose terms require
delivery of the instrument within the timeframe established by the market
concerned, and are initially measured at fair value.

 

The Group subsequently measures all equity investments at fair value through
profit and loss. Changes in the fair value of financial assets at FVTPL are
recognised in revenue within the Consolidated Income Statement.

 

(iii) Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with
financial institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of
changes in value. Bank overdrafts are shown within current liabilities in the
statement of financial position.

 

Derecognition

Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.

 

b)   Financial liabilities

Classification and subsequent measurement

Financial liabilities are classified and subsequently measured at amortised
cost.

 

Financial liabilities are derecognised when they are extinguished.

 

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities.

 

Trade payables

Trade payables are classified at amortised cost. Due to their short-term
nature, their carrying amount is considered to be the same as their fair
value.

 

Bank overdrafts

Interest-bearing bank overdrafts are initially measured at fair value and
shown within current liabilities. Finance charges are accounted for on an
accrual basis in profit or loss using the effective interest rate method and
are added to the carrying amount of the instrument to the extent that they are
not settled in the period in which they arise.

 

Equity instruments

Ordinary shares are classified as equity.

 

Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.

 

Where any Group company purchases the Company's equity share capital (treasury
shares), the consideration paid, including any directly attributable
incremental costs (net of income taxes) is deducted from equity attributable
to the Company's equity holders, until the shares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net
of any directly attributable incremental transaction costs and the related
income tax effects, is included in equity attributable to the Company's equity
holders.

 

Share Incentive Plan ("SIP")

The Group has an incentive policy to encourage all members of staff to
participate in the ownership and future prosperity of the Group. All employees
can participate in the SIP following three months of service. Employees may
contribute a maximum of 10% of their gross salary in regular monthly payments
(being not less than £10 and not greater than £150) to acquire Ordinary
Shares in the Parent Company (Partnership Shares). Partnership Shares are
acquired monthly.

 

The matching option was reinstated to one-to-one from 1 April 2024 from the
previous one-half for every Partnership Share purchased. All shares awarded
under this scheme have been purchased in the market by the Trustees of the
SIP.

 

Provisions

Provisions are recognised when the Group has a present obligation as a result
of a past event, and it is probable that the Group will be required to settle
that obligation. Provisions are measured at the Directors' best estimate of
the expenditure required to settle the obligation at the statement of
financial position date, and are discounted to present value where the effect
is material.

 

Long-term liabilities - deferred cash and shares consideration

Amounts payable to personnel under recruitment contracts in respect of the
client relationships, which transfer to the Group, are treated as long-term
liabilities if the due date for payment of cash consideration is beyond the
period of one year after the year-end date. The value of shares in all cases
is derived by a formula based on the value of client assets received in
conjunction with the prevailing share price at the date of issue which in turn
determines the number of shares issuable.

 

Pension costs

The Group contributes to defined contribution personal pension schemes for
selected employees. For defined contribution schemes, the Group pays
contributions to publicly or privately administered pension insurance plans on
a mandatory, contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid. The contributions are
recognised as employee benefit expenses when they are due. Prepaid
contributions are recognised as an asset to the extent that a cash refund or a
reduction in the future payments is available. The contribution rate is based
on annual salary and the amount is charged to the income statement on an
accrual basis.

 

Dividends paid

Equity dividends are recognised when they become legally payable. Dividend
distribution to the Company's shareholders is recognised as a liability in the
Group's financial statements in the period in which the dividends are approved
by the Company's shareholders. There is no requirement to pay dividends unless
approved by the shareholders by way of written resolution where there is
sufficient cash to meet current liabilities, and without detriment of any
financial covenants, if applicable.

 

Leases

The Group leases various offices, software and equipment that are recognised
under IFRS 16. The Group's lease contracts are typically made for fixed
periods of 2 to 10 years and extension and termination options enabling
maximise operational flexibility are included in a number of property and
software leases across the Group.

 

All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:

 

●     Leases of low value assets; and

●     Leases with a duration of 12 months or less.

 

Payments associated with short-term leases and leases of low-value assets are
recognised on a straight-line basis as an expense in profit or loss.
Short-term leases are leases with a lease term of 12 months or less. Low-value
assets comprise IT equipment and small items of office furniture.

 

Leases are recognised as a right-of-use asset and a corresponding liability at
the date at which the leased asset is available for use by the Group. Each
lease payment is allocated between the liability and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. The right-of-use assets are depreciated over the shorter of
the asset's useful life and the lease term on a straight-line basis.

 

Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:

 

●     fixed payments (including in-substance fixed payments), less any
lease incentives receivable;

●     variable lease payments that are based on an index or a rate;

●     amounts expected to be payable by the lessee under residual value
guarantees;

●     the exercise price of a purchase option if the lessee is
reasonably certain to exercise that option; and

●     payments of penalties for terminating the lease, if the lease term
reflects the lessee exercising that option.

 

The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases held by the Group, the lessee's incremental borrowing rate is used.

 

To determine the incremental borrowing rate, the Group:

 

●     where possible, uses recent third-party financing received by the
individual lessee as a starting point, adjust to reflect changes in financing
conditions since third-party financing was received;

●     uses a build-up approach that starts with a risk-free interest
rate adjusted for credit risk for leases held by the Group, which does not
have recent third-party financing; and

●     make adjustments specific to the lease, for example term, country,
currency and security.

 

Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit and loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period.

 

Right-of-use assets are measured at cost comprising the following:

 

●     the amount of the initial measurement of lease liability;

●     any lease payments made at or before the commencement date less
any lease incentives received;

●     any initial direct costs; and

●     restoration costs.

 

Right-of-use assets are depreciated over the shorter of the lease term and the
useful economic life of the underlying asset on a straight-line basis.

 

The Group does not have any leasing activities acting as a lessor.

 

Earnings per share

Basic earnings per share is calculated by dividing:

 

●     the profit attributable to owners of the Company, excluding any
costs of servicing equity other than ordinary shares;

●     by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares
issued during the year and excluding treasury shares (note 15).

 

There are currently no obligations present that could have a dilutive effect
on ordinary shares.

 

Share-based payments

Share-based payments are remuneration payments to selected employees that take
the form of an award of shares in Walker Crips Group plc. Employees are not
able to exercise such awards in full until a period of two to five years,
based on the terms of each individual award (the vesting period).

 

Equity-settled share-based payments to employees are measured at fair value of
the equity instruments at the date of grant. The fair value excludes the
effect of non-market-based vesting conditions. Details regarding the
determination of the fair value of equity-settled share-based transactions are
set out in note 36.

 

As the share-based payment awards are for fully paid free shares, fair value
is measured as the market value of the shares at each grant date.

 

The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of the number of shares that will eventually vest. At
each reporting date, the Group revises its estimate of the shares expected to
vest as a result of the effect of non-market based vesting conditions. The
impact of the revision of the original estimates, if any, is recognised in the
Income Statement such that the cumulative expense reflects the revised
estimate.

 

4.   Key sources of estimation uncertainty and judgements

The Group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.  In the future, actual
experience may differ from these estimates and assumptions.  The estimates
and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial
year are discussed below.

 

Impairment of goodwill - estimation and judgement

Determining whether goodwill is impaired requires an estimation of the fair
value less costs to sell and the value-in-use of the cash-generating units to
which goodwill has been allocated. The fair value less costs to sell involves
estimation of values based on the application of earnings multiples and
comparison to similar transactions. The value-in-use calculation requires the
entity to estimate the future cash flows expected to arise from the
cash-generating unit and apply a discount rate in order to calculate present
value. The assumptions used and inputs involve judgements and create
estimation uncertainty. These assumptions have been stress-tested as described
in note 16. The carrying amount of goodwill at the balance sheet date was
£4.4 million (2024: £4.4 million) as shown in note 16.

 

Key assumptions in this regard consist of the following:

 

1. The continuing going concern of the Company;

2. A growth rate of client list AUMA of a conservative 2%;

3. A terminal value of 2% for perpetual cash flows;

4. A discount rate of 12%;

5. AUMA valuation as 2% of assets, as indicated from market research; and

6. Publicly available P/E ratios in the financial services industry of 12.1
(including the Group) (2024: 35.1) and 15.6 (excluding the Group) (2024:
36.2).

 

The following sensitivities were applied to test robustness of the
calculations:

 

1. 10% fall in profit after pax, EBIT and AUMA;

2. 15% fall in profit after tax, EBIT and AUMA;

3. 20% fall in profit after tax, EBIT and AUMA; and

4. Discount rate increased to 14% and 16%.

 

A reverse stress test indicated that a discount rate of 17.4% would reduce the
headroom between the VIU and NBV to zero.

 

Other intangible assets - estimation and judgement

Acquired client lists are capitalised based on current fair values. When the
Group purchases client relationships from other corporate entities, a
judgement is made as to whether the transaction should be accounted for as a
business combination, or a separate purchase of intangible assets. In making
this judgement, the Group assesses the acquiree against the definition of a
business combination in IFRS 3. The useful lives are estimated by assessing
the historic rates of client retention, the ages and succession plans of the
investment managers who manage the clients and the contractual incentives of
the investment managers. There were no new purchases of client lists during
the year. The net book value of client lists at the balance sheet date was
£2.9 million (2024: £3.6 million) as shown in note 17.

 

Key assumptions in this regard consist of the following:

 

1. The continuing going concern of the Company;

2. Life expectancy of clients based on the Office for National Statistics;

3. Succession plans in place for staff and investment managers;

4. Amounts of AUMA are consistent on average;

5. A growth rate of client list AUMA of a conservative 2%; and

6. A discount rate of 12%.

 

A second analysis of VIU was performed with a higher discount rate of 14.25%,
with the outcome still being above the carrying values of each client list.

 

Against the total carrying amounts above, the total Fair Value less Cost of
Disposal came to £12.8 million (2024: £13.5 million) and the total VIU came
to £16.4 million (2024: £26.4 million), though these were not weighted
equally between the different individual client lists.

 

Provisions - estimation and judgement

Provisions are recognised when the Group has a present obligation as a result
of a past event, and it is probable that the Group will be required to settle
that obligation. Provisions are measured at the Directors' best estimate of
the expenditure required to settle the obligation at the statement of
financial position date, and are discounted to present value where the effect
is material.

 

Provision for dilapidations - estimation and judgement

The Group has made provisions for dilapidations under six leases for its
offices. The Group entered into one new property lease in the period, which
was the renewal of an existing lease that had ended in the period. The amounts
of the provisions are, where possible, estimated using quotes from
professional building contractors. The property, plant and equipment elements
of the dilapidations are depreciated over the terms of their respective
leases. The obligations in relation to dilapidations are inflated using an
estimated rate of inflation and discounted using appropriate gilt rates to
present value. The change in liability attributable to inflation and
discounting is recognised in interest expense.

 

The provision at the balance sheet date was £0.7 million (2024: £0.7
million).

 

Key assumptions in this regard consist of the following:

 

1. Inflation will remain at around 3%; and

2. Total discount factor of 9%.

 

 

Provision for client payments - estimation and judgement

The Group has made a provision against possible client payments and related
professional fees arising from a legacy issue (see note 9 & 26) which is
being investigated at present with the support of external consultants. The
provision reflects management's best estimate of the potential exposure as of
the date of the approval of the financial statements. Due to the complexity of
the work involved and the ongoing nature of the investigation, there remains
an uncertainty.

 

IFRS 16 "Leases" - estimation and judgement

IFRS 16 requires certain judgements and estimates to be made and those
significant judgements are explained below.

 

The Group has opted to use single discount rates for leases with reasonably
similar characteristics. The discount rates used have had an impact on the
right-of-use assets' values, lease liabilities on initial recognition and
lease finance costs included within the income statement.

 

The Group uses its incremental borrowing rate as the discount rate for
determining its lease liabilities at the lease commencement date. The
incremental borrowing rate is the rate of interest that the Group would have
to pay to

borrow over similar terms which requires estimations when no observable rates
are available.

 

These rates have been based on suggested rates by one of our banking
relationships, adjusted periodically for changes in the Bank of England base
rates to ensure that these are up to date.

 

Where a lease includes the option for the Group to extend the lease term, the
Group has exercised the judgement, based on current information, that such
leases will be extended to the full length available, and this is included in
the calculation of the value of the right-of-use assets and lease liabilities
on initial recognition and valuation at the reporting date.

 

 

5.   Revenue

An analysis of the Group's revenue is as follows:

 

                                                        2025                        2024
                                     Broking  Non-      Total    Broking  Non-      Total

                                     income   broking   £'000    income   broking   £'000

                                     £'000    income             £'000    income

                                              £'000                       £'000
 Stockbroking commission             4,517    -         4,517    4,934    -         4,934
 Fees and other revenue *            -        23,412    23,412   -        24,189    24,189
 Investment Management               4,517    23,412    27,929   4,934    24,189    29,123
 Wealth Management,                   -       3,416     3,416    -        2,451     2,451

 Financial Planning & Pensions
 Revenue                             4,517    26,828    31,345   4,934    26,640    31,574
 Investment revenue (see note 10)    -        479       479      -        446       446
 Total income                        4,517    27,307    31,824   4,934    27,086    32,020
 % of total income                   14.2%    85.8%     100.0%   15.4%    84.6%     100.0%

 

* Includes £4.3 million (2024: £5.8 million) of interest income from
managing client trading cash funds.

 

 

Timing of revenue recognition

The following table presents operating income analysed by the timing of
revenue recognition of the operating segment providing the service:

 

  2025                                                 Investment   Financial Planning & Wealth      SaaS     Consolidated

                                                       Management   Management                       £'000    year ended

                                                       £'000        £'000                                     31 March

                                                                                                              2025

                                                                                                              £'000
 Revenue from contracts with customers
 Products and services transferred at a point in time  8,331        447                              16       8,794
 Products and services transferred over time           15,129       2,965                            -        18,094

 Other revenue
 Products and services transferred at a point in time  158          4                                -        162
 Products and services transferred over time           4,295        -                                -        4,295
                                                       27,913       3,416                            16       31,345

 

  2024                                                 Investment   Financial Planning & Wealth               Consolidated

                                                       Management   Management                                year ended

                                                       £'000        £'000                            SaaS     31 March

                                                                                                     £'000    2024

                                                                                                              £'000
 Revenue from contracts with customers
 Products and services transferred at a point in time  8,176        408                              17       8,601
 Products and services transferred over time           14,959       2,043                            -        17,002

 Other revenue
 Products and services transferred at a point in time  153          -                                -        153

 Products and services transferred over time           5,818        -                                -        5,818
                                                       29,106       2,451                            17       31,574

 

6.   Segmental analysis

For segmental reporting purposes, the Group currently has three operating
segments; Investment Management, being portfolio-based transaction execution
and investment advice; Financial Planning, being financial planning, wealth
management and pensions administration; and Software as a Service ("SaaS")
comprising provision of regulatory and admin software and bespoke cloud
software to companies. Unallocated corporate expenses, assets and liabilities
are not considered to be allocatable accurately, or fairly, under any known
basis of allocation and are therefore disclosed separately.

 

Walker Crips Investment Management's activities focus predominantly on
investment management of various types of portfolios and asset classes.

 

Walker Crips Financial Planning provides advisory and administrative services
to clients in relation to their wealth management, financial planning, life
insurance, inheritance tax and pension arrangements.

 

EnOC Technologies Limited ("EnOC") provides regulatory and admin software to
their business partners, including all of the Group's regulated entities. Fees
payable by subsidiary companies to EnOC have been eliminated on consolidation
and are excluded from segmental analysis.

 

Revenues between Group entities, and in turn reportable segments, are excluded
from the segmental analysis presented below.

 

 

The Group does not derive any revenue from geographical regions outside of the
United Kingdom.

 

                                        Investment   Financial Planning & Wealth      SaaS     Consolidated

 2025                                   Management   Management                       £'000    year ended

                                        £'000        £'000                                     31 March

                                                                                               2025

                                                                                               £'000
 Revenue
 Revenue from contracts with customers  23,460       3,412                            16       26,888
 Other revenue                          4,453        4                                -        4,457
 Total revenue                          27,913       3,416                            16       31,345

 Results
 Segment result                         (2,176)      (205)                            (485)    (2,866)
 Unallocated corporate expenses                                                                (778)
 Operating loss                                                                                 (3,644)
 Investment revenue                                                                            479
 Finance costs                                                                                 (110)
 Loss before tax                                                                               (3,275)
 Tax                                                                                           747
 Loss after tax                                                                                (2,528)

 

                                    Investment   Financial Planning & Wealth      SaaS     Consolidated

 2025                               Management   Management                       £'000    year ended

                                    £'000        £'000                                     31 March

                                                                                           2025

                                                                                           £'000
 Other information
 Capital additions                  244          22                               -        266
 Depreciation                       279          30                               -        309

 Statement of financial positions
 Assets
 Segment assets                     54,353       1,536                            420      56,309
 Unallocated corporate assets                                                              (925)
 Consolidated total assets                                                                 55,384

 Liabilities
 Segment liabilities                40,062       607                              176      40,845
 Unallocated corporate liabilities                                                         (4,148)
 Consolidated total liabilities                                                            36,697

 

 

 

                                        Investment   Financial Planning & Wealth      SaaS     Consolidated

 2024                                   Management   Management                       £'000    year ended

                                        £'000        £'000                                     31 March

                                                                                               2024

                                                                                               £'000
 Revenue
 Revenue from contracts with customers  23,135       2,451                            17       25,603
 Other revenue                          5,971        -                                -        5,971
 Total revenue                          29,106       2,451                            17       31,574

 Results
 Segment result                         1,632        (629)                            (490)    513
 Unallocated corporate expenses                                                                (450)
                                                                                               63
 Investment revenue                                                                            446
 Finance costs                                                                                 (122)
 Profit before tax                                                                             387
 Tax                                                                                           (19)
 Profit after tax                                                                              368

 

                                    Investment   Financial Planning & Wealth      SaaS     Consolidated

 2024                               Management   Management                       £'000    year ended

                                    £'000        £'000                                     31 March

                                                                                           2024

                                                                                           £'000
 Other information
 Capital additions                  463          24                               -        487
 Depreciation                       261          27                               -        288

 Statement of financial positions
 Assets
 Segment assets                     54,333       1,279                            406      56,018
 Unallocated corporate assets                                                              1,304
 Consolidated total assets                                                                 57,322

 Liabilities
 Segment liabilities                37,984       315                              242      38,541
 Unallocated corporate liabilities                                                         (2,540)
 Consolidated total liabilities                                                            36,001

 

 

Before cancelling intra-Group transactions, EnOC, our SaaS provider, remains a
profitable entity. Due to it providing vital intra-Group services
technological and IT services to sister entities, it generates the vast
majority of its revenues from Group entities. The above-mentioned loss under
SaaS is not a true reflection of the division's performance, as these
intra-Group revenues are cancelled within it.

 

 

7.   Commissions and fees paid

Commissions and fees paid comprises:

 

                                     2025     2024

                                     £'000    £'000
 To self-employed certified persons  5,515    5,769
                                     5,515    5,769

 

8.   Profit for the year

Profit for the year on continuing operations has been arrived at after
charging:

 

                                                              2025     2024

                                                              £'000    £'000
 Depreciation of property, plant and equipment (see note 18)  309      288
 Depreciation of right-of-use assets (see note 19)            649      636
 Amortisation of intangibles (see note 17)                    775      1,011
 Staff costs (see note 12)                                    17,293   16,898
 Recharge of staff costs                                      (324)    (278)
 Settlement costs                                             1,037    1,029
 Communications                                               1,218    1,385
 Computer expenses                                            1,105    1,000
 Other expenses                                               3,253    3,736
 Auditor's remuneration                                       338      262
                                                              25,653   25,967

 

A more detailed analysis of auditor's remuneration is provided below:

 

                                                                                 2025     2025  2024     2024

                                                                                 £'000    %     £'000    %
 Audit services
 Fees payable to the Company's auditor for the audit of its annual accounts      90       27    113      43
 The audit of the Company's subsidiaries pursuant to legislation - current year  198      58    119      45

 Non-audit services
 FCA client assets reporting                                                     50       15    30       12
                                                                                 338      100   262      100

 

9.   Exceptional items

Certain amounts are disclosed separately in order to present results which are
not distorted by significant items of income and expenditure due to their
nature and materiality.

 

                                                              2025     2024

                                                              £'000    £'000
 Exceptional items included within operating (loss) / profit
 Client payments and associated costs                         1,757    -
 Regulatory enhancements                                      1,842    -
 Restructuring related to transfer to Model B arrangement     222      -
 SDRT liability to HMRC                                       -        (225)
 Total exceptional items                                       3,821   (225)

 

 

In the current year, we have classified the following items as exceptional due
to their materiality and non-recurring nature:

 

a)    An internal control failure resulted in possible customer detriment.
Provision has been made for the present estimate of client payments and
associated costs. We are working with our insurers to confirm scope of cover,
and any future recovery will also be treated as an exceptional item.

b)    The costs of an independent review and resulting actions to remediate
and enhance the Group's Compliance framework.

c)    Costs relating to restructuring in light of the transfer of
back-office functions to the Model B arrangement.

 

In the prior year, the final SDRT liability to HMRC was disclosed as
exceptional. This adjustment reflected the restatement of the final liability,
net of professional costs.

 

10. Investment revenue

Investment revenue comprises:

 

                                   2025     2024

                                   £'000    £'000
 Interest on bank deposits         471      427
 Dividends from equity investment   8       19
                                   479      446

11. Finance costs

Finance costs comprises:

 

                                      2025     2024

                                      £'000    £'000
 Interest on lease liabilities        (81)     (99)
 Interest on dilapidation provisions  (29)     (2)
 Interest on overdue liabilities      -        (21)
                                      (110)    (122)

 

12. Staff costs

Particulars of employee costs (including Directors) are as shown below:

 

                         2025     2024

                         £'000    £'000
 Wages and salaries      14,066   13,891
 Social security costs   1,451    1,328
 Share incentive plan    147      43
 Other employment costs  1,629    1,636
                         17,293   16,898

 

Staff costs do not include commissions payable, as these costs are included in
total commissions payable to self-employed certified persons disclosed in note
7. At the end of the year there were 26 certified self-employed account
executives (2024: 26).

 

The average number of staff employed during the year was:

 

                                   2025     2024

                                   Number   Number
 Executive Directors               2        2
 Certification and approved staff  55       60
 Other staff                       178      157
                                   235      219

 

The table incorporates the staff classification in accordance with the Senior
Managers and Certification Regime ("SM&CR").

 

13. Taxation

The tax (credit)/charge is based on the (loss)/profit for the year of
continuing operations and comprises:

 

                                                                           2025     2024

                                                                           £'000    £'000
 UK corporation tax at 25% (2024: 25%)                                     -        218
 Prior year adjustments                                                    (212)    (175)
 Origination and reversal of timing differences during the current period  (535)    (24)
                                                                           (747)    19

 

Corporation tax is calculated at 25% (2024: 25%) of the estimated assessable
(loss)/profit for the year.

 

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

 

                                                                      2025     2024

                                                                      £'000    £'000
 (Loss)/Profit before tax                                             (3,275)  387
 Tax on (loss)/profit on ordinary activities at the standard rate UK  (819)    97
 corporation tax rate of 25% (2024: 25%)

 Effects of:
 Expenses not deductible for tax purposes                             6        9
 Losses carried back to prior year                                    212
 Prior year adjustment *                                              (212)    (175)
 Fixed asset differences                                              108      168
 Non taxable income                                                   -        (93)
 Other                                                                (42)     13
                                                                      (747)    19

 

*  The prior year adjustment only relates to carried back taxable losses that
arose in the current financial year and have resulted in a tax refund
receivable from prior year.

 

Current tax has been provided at the rate of 25%. Deferred tax has been
provided at 25% (2024: 25%).

 

14. Dividends

When determining the level of proposed dividend in any year a number of
factors are taken into account including levels of profitability, future cash
commitments, investment needs, shareholder expectations and prudent buffers
for maintaining an adequate regulatory capital surplus. Amounts recognised as
distributions to equity holders in the period:

 

                                                                                 2025     2024

                                                                                 £'000    £'000
 Final dividend for the year ended 31 March 2024 of 0.25p (2024: 0.25p) per      106      107
 share
 Interim dividend for the year ended 31 March 2025 of £nil pence (2024: 0.25p)   -        106
 per share
                                                                                 106      213
 Proposed final dividend for the year ended 31 March 2025 of £nil pence (2024:   -        106
 0.25p) per share

 

The proposed final dividends are subject to approval by shareholders at the
Annual General Meeting and have not been included as liabilities in these
financial statements.

 

15. (Loss)/earnings per share

The calculation of basic earnings per share for continuing operations is based
on the post-tax loss for the financial year of £2,528,000 (2024: post-tax
profit of £368,000) and divided by 42,577,328 (2024: 42,577,328) Ordinary
Shares of 6(2)/(3) pence, being the weighted average number of Ordinary Shares
in issue during the year.

 

No dilution to earnings per share in the current year or in the prior year.

 

 

The calculation of the basic (loss)/earnings per share is based on the
following data:

 

                                                                               2025     2024

                                                                               £'000    £'000
 (Loss)/earnings for the purpose of basic earnings per share
 being net (loss)/profit attributable to equity holders of the Parent Company  (2,528)  368

 

 

Number of shares

 

                                                                               2025        2024

                                                                               Number      Number
 Weighted average number of Ordinary Shares for the purposes of basic (loss)/  42,577,328  42,577,328
 earnings per share

 

This produced basic loss per share of 5.94 pence (2024: earnings per share
0.86 pence).

 

 

16. Goodwill

 

                           £'000
 Cost
 At 1 April 2023           7,056
 At 1 April 2024           7,056
 At 31 March 2025          7,056

 Accumulated impairment
 At 1 April 2023           2,668
 At 1 April 2024           2,668
 Impaired during the year  -
 At 31 March 2025          2,668

 Carrying amount
 At 31 March 2025          4,388
 At 31 March 2024          4,388

 

Goodwill acquired in a business combination is allocated, at acquisition, to
the cash-generating units ("CGUs") that are expected to benefit from that
business combination or intangible asset. The carrying amount of goodwill has
been allocated as follows:

 

                                                        2025     2024

                                                        £'000    £'000
 London York Fund Managers Limited CGU ("London York")  2,901    2,901
 Barker Poland Asset Management LLP CGU ("BPAM")        1,487    1,487
                                                        4,388    4,388

 

The recoverable amounts of the CGUs have been determined based upon
value-in-use calculations for the London York CGU and fair value, less costs
of disposal for the BPAM CGU.

 

The London York computation was based on discounted five-year cash flow
projections and terminal values. The key assumptions for these calculations
are a pre-tax discount rate of 12%, terminal growth rates of 2% and the
expected changes to revenues and costs during the five-year projection period
based on discussions with senior management, past experience, future
expectations in light of anticipated market and economic conditions,
comparisons with our peers and widely available economic and market forecasts.
The pre-tax discount rate is determined by management based on current market
assessments of the time value of money and risks specific to the London York
CGU. The base value-in-use cash flows were stress tested for an increase in
discount rates to 16% and a 20% fall in net inflows resulting in no
impairment.

 

The discount rate would need to increase above 25% for the London York CGU
value-in-use to equal the respective carrying values. Revenues would need to
fall by 59.6% per annum in present value terms for the London York CGU
value-in-use to equal the respective carrying values.

 

The BPAM CGU recoverable amount was assessed, in accordance with IAS 36, by
adopting the higher method of the fair value less cost of disposal to
determine the recoverable amount (as opposed to the lower value-in-use). The
recoverable amount at the year-end calculated for the BPAM CGU, determined by
the fair value less cost of disposal, exceeded that produced by the
value-in-use calculation. The fair value less cost of disposal amounted to £4
million (2024: £13 million) with headroom, after selling costs, of £0.95
million (2024: £9.8 million) after applying price earnings multiples based on
the average of the Group's and its peers' published results. Accordingly, this
measurement is classified as fair value hierarchy Level 3 (Note 20) having
used valuation techniques not based on directly observable market data. A
34.8% decrease in BPAM's profit after tax across five years would result in
reducing the headroom to a negligible value.

 

17. Other intangible assets

 

                        Software   Client lists  Total

                        licences   £'000         £'000

                        £'000
 Cost
 At 1 April 2023        2,922      10,963        13,885
 Additions in the year  104                      104
 At 1 April 2024        3,026      10,963        13,989
 Additions in the year  107        -             107
 At 31 March 2025       3,133      10,963        14,096

 Amortisation
 At 1 April 2023        2,781      6,456         9,237
 Charge for the year    100        911           1,011
 At 1 April 2024        2,881      7,367         10,248
 Charge for the year    92         683           775
 At 31 March 2025       2,973      8,050         11,023

 Carrying amount
 At 31 March 2025       160        2,913         3,073
 At 31 March 2024       145        3,596         3,741

 

The intangible assets are amortised over their estimated useful lives in order
to determine amortisation rates. "Client lists" are assessed on an
asset-by-asset basis and are amortised over periods of three to twenty years
and "Software licences" are amortised over five years.

 

There are no indications that the value attributable to client lists or
software licences should be further impaired.

 

18. Property, plant and equipment

 

 Owned fixed assets        Leasehold       Computer   Total

                           improvement,    hardware   £'000

                           furniture and   £'000

                           equipment

                           £'000
 Cost
 At 1 April 2023           2,852           1,642      4,494
 Additions in the year     59              55         114
 At 1 April 2024           2,911           1,697      4,608
 Additions in the year     10              115        125
 At 31 March 2025          2,921           1,812      4,733

 Accumulated depreciation
 1 April 2023              1,930           1,575      3,505
 Charge for the year       258             30         288
 1 April 2024              2,188           1,605      3,793
 Charge for the year       254             55         309
 At 31 March 2025          2,442           1,660      4,102

 Carrying amount
 At 31 March 2025          479             152        631
 At 31 March 2024          723             92         815

 

 

19. Right-of-use assets

 

                                                   Computer  Computer
                                          Offices  software  hardware  Total
                                          £'000    £'000     £'000     £'000
 Cost
 1 April 2024                             4,750    1,338     95        6,183
 Additions                                -        142       -         142
 Elimination of fully depreciated assets  (807)    (987)     -         (1,794)
 Lease reassessment                       -        (43)      -         (43)
 At 31 March 2025                         3,943    450       95        4,488

 Accumulated depreciation
 1 April 2024                             2,966    1,047     95        4,108
 Charge for the year                      483      166       -         649
 Elimination of fully depreciated assets  (807)    (987)     -         (1,794)
 At 31 March 2025                         2,642    226       95        2,963

 Carrying amount
 At 31 March 2025                         1,301    224       -         1,525
 At 31 March 2024                         1,784    191       -         2,075

 

20. Investments - fair value through profit or loss

Non-current asset investments

 

Non-current asset investments

 

                                                  As at      As at

                                                  31 March   31 March

                                                  2025       2024

                                                  £'000      £'000
 Trading investments
 Investments - fair value through profit or loss  14         -

 

The Group's investments include £14,000 unregulated collective investment
scheme ("UCIS") investments.

 

Current asset investments

 

                                                  As at      As at

                                                  31 March   31 March

                                                  2025       2024

                                                  £'000      £'000
 Trading investments
 Investments - fair value through profit or loss  916        538

 

Financial assets at fair value through profit or loss represent investments in
equity securities and collectives that present the Group with opportunity for
return through dividend income, interest and trading gains. The fair values of
these securities are based on quoted market prices and the Group is able to
liquidate these assets at short notice.

 

The following provides an analysis of financial instruments that are measured
after initial recognition at fair value, grouped into Levels 1 to 3 based on
the degree to which the fair value is observable:

 

Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities. The
Group's financial assets held at fair value through profit and loss under
current assets fall within this category;

 

Level 2 fair value measurements are those derived from inputs other than
quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices). The Group does not hold financial instruments in this category; and

 

Level 3 fair value measurements are those derived from valuation techniques
that include inputs for the asset or liability that are not based on
observable market data (unobservable inputs). The Group does not hold
financial instruments in this category.

 

 

                                                              Level 1  Level 2  Level 3  Total

                                                              £'000    £'000    £'000    £'000
 At 31 March 2025
 Financial assets held at fair value through profit and loss  535      381      14       930
 At 31 March 2024
 Financial assets held at fair value through profit and loss  538      -        -        538

 

Further IFRS 13 disclosures have not been presented here as the balance
represents 1.654% (2024: 0.939%) of total assets. There were no transfers of
investments between any of the levels of hierarchy during the year.

 

21. Trade and other receivables

 

                                                                             2025     2024

                                                                             £'000    £'000
 Amounts falling due within one year:
 Due from clients, brokers and recognised stock exchanges at amortised cost  24,625   24,630
 Other debtors at amortised cost                                             1,768    1,191
 Prepayments and accrued income                                              5,942    6,081
                                                                             32,335   31,902

 

The Group acts as an agent for clients on the trading of their investments. As
an agent, the Group only recognises amounts due from or to clients, brokers
and recognised stock exchanges as trade receivables and trade payables (see
note 25) respectively. As a result, no underlying investments are recognised
on the Group's consolidated statement of financial position.

 

22. Cash and cash equivalents

 

                                                                  2025     2024

                                                                  £'000    £'000
 Cash deposits held at bank, repayable on demand without penalty  12,502   13,863
                                                                  12,502   13,863

 

Cash and cash equivalents do not include deposits of client monies placed by
the Group with banks and building societies in segregated client bank accounts
(free money and settlement accounts). All such deposits are designated by the
banks and building societies as clients' funds and are not available to
satisfy any liabilities of the Group.

 

The amount of such net deposits which are not included in the consolidated
statement of financial position at 31 March 2025 was £205,425,000 (2024:
£213,965,000).

 

The credit quality of banks holding the Group's cash at 31 March 2025 is
analysed below with reference to credit ratings awarded by Fitch.

 

      2025     2024

      £'000    £'000
 A+   949      5,676
 AA-  11,553   8,187
      12,502   13,863

 

23. Deferred tax asset/(liability)

 

                                Capital      Short-term    Total

                                allowances   temporary     £'000

                                £'000        differences

                                             and other

                                             £'000
 At 1 April 2023                (5)          (366)         (371)
 Use of loss brought forward    -            -             -
 Debit to the income statement  (2)          113           111
 At 1 April 2024                (7)          (253)         (260)
 Use of loss brought forward    -            -             -
 Debit to the income statement  63           462           525
 At 31 March 2025               56           209           265

 

Deferred income tax assets are recognised for tax loss carried forward to the
extent that the realisation of the related tax benefit through future taxable
profits is probable. The Group recognised deferred income tax assets of
£462,000 (2024: £nil) in respect of losses amounting to £1,849,000 (2024:
£nil) that can be carried forward against future taxable income.

 

24. Financial instruments and risk profile

Financial risk management

The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's Risk function.  The Board receives periodic
reports from the Group Risk Team through which it reviews the effectiveness of
the processes put in place and the appropriateness of the objectives and
policies it sets.

 

Procedures and controls are in place to identify, assess and ultimately
control the financial risks faced by the Group arising from its use of
financial instruments. Steps are taken to mitigate identified risks with
established and effective procedures and controls, operating systems,
management information and training of staff.

 

The Group's risk appetite, along with the procedures and controls mentioned
above, are laid out in the Group's Internal capital adequacy and risk
assessment (ICARA).

 

The overall risk appetite for the Group is considered by Management to be low,
despite operating in a marketplace where financial risk is inherent in
investment management and financial services.

 

The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility.  The Group considers its financial risks arising from its use of
financial instruments to fall into three main categories:

 

(i)   credit risk;

(ii)  liquidity risk; and

(iii) market risk.

 

Financial risk management is a central part of the Group's strategic
management which recognises that an effective risk management programme can
increase a business's chances of success and reduce the possibility of
failure. Continual assessment, monitoring and updating of procedures and
benchmarks are all essential parts of the Group's risk management strategy.

 

(i) Credit risk management practices

The Group's credit risk is the risk of loss through default by a counterparty
and, accordingly, the Group's definition of default is primarily attributable
to its trade receivables or pledged collateral which is the risk that a
client, market counterparty or recognised stock exchange will be unable to pay
amounts to settle a trade in full when due. Other credit risks, such as free
delivery of securities or cash, are not deemed to be significant. Significant
changes in the economy or a particular sector could result in losses that are
different from those that the Group has provided for at the year-end date.

 

All financial assets at the year-end were assessed for credit impairment and
no material amounts have arisen having evaluated the age of overdue debtors,
the quality of recourse to third parties and the availability of mitigation
through the disposal of liquid collateral in the form of marketable
securities. The Group's write-off policy is driven by the historic dearth of
instances where material irrecoverable losses have been incurred. Where the
avenues of recourse and mitigation outlined above have not been successful,
the outstanding balance, or residual balance if sale proceeds do not fully
cover an exposure, will be written off.

 

The Board is responsible for oversight of the Group's credit risk. The Group
accepts a limited exposure to credit risk but aims to mitigate and minimise
the risk through various methods. There is no material concentrated credit
risk as the exposures are spread across a substantial number of clients and
counterparties.

 

Trade receivables (includes settlement balances)

Settlement risk arises in any situation where a payment of cash or transfer of
a security is made in the expectation of a corresponding delivery of a
security or receipt of cash. Settlement balances arise with clients, market
counterparties and recognised stock exchanges.

 

In the vast majority of cases, control of the stock purchased will remain with
the Group until client monetary balances are fully settled.

 

Where there is an absence of securities collateral, clients are usually
required to hold sufficient funds in their managed deposit account prior to
the trade being conducted. Holding significant amounts of client money helps
the Group to manage credit risks arising with clients. Many of our clients
also hold significant amounts of stock and other securities in our nominee
subsidiary company, providing additional security should a specific
transaction fail to be settled and the proceeds of such securities disposed of
can be used to settle all outstanding obligations.

 

In addition, the client side of settlement balances are normally fully
guaranteed by our commission-sharing certified persons who conduct
transactions and manage the relationships with our mutual clients.

 

Exposures to market counterparties also arise in the settlement of trades or
when collateral is placed with them to cover open trading positions. Market
counterparties are usually other FCA-regulated firms and are considered
creditworthy, some reliance being placed on the fact that other regulated
firms would be required to meet the stringent capital adequacy requirements of
the FCA.

 

Maximum exposure to credit risk:

 

                          2025     2024

                          £'000    £'000
 Cash                     12,502   13,863
 Trade receivables        24,625   24,630
 Other debtors            1,768    1,191
 Accrued interest income  608      767
                          39,503   40,451

 

An ageing analysis of the Group's financial assets is presented in the
following table:

 

                           Current  0-1      2-3      Over 3   Carrying

 At 31 March 2025          £'000    month    months   months   value

                                    £'000    £'000    £'000    £'000
 Trade receivables         23,721   320      8        576      24,625
 Cash and cash equivalent  12,502   -        -        -        12,502
 Other debtors             1,767    1        -        -        1,768
 Accrued interest income   608      -        -        -        608
                           38,598   321      8        576      39,503

 

Expected credit loss

The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables
and contract assets. To measure expected credit losses on a collective basis,
trade receivables and contract assets are grouped based on similar credit risk
and ageing. The contract assets have similar risk characteristics to the trade
receivables for similar types of contracts.

 

The Group undertakes a daily assessment of credit risk which includes
monitoring of client and counterparty exposure and credit limits. New clients
are individually assessed for their creditworthiness using external ratings
where available and all institutional relationships are monitored at regular
intervals.

 

As at 31 March 2025, the Directors of the Company reviewed and assessed the
Group's existing assets for impairment using the IFRS 9 simplified approach to
measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets and no additional
impairments have been recognised on application and no material defaults are
anticipated within the next 12 months.

 

Concentration of credit risk

In addition, daily risk management procedures to actively monitor
disproportionately large trades by a customer or market counterparty are in
place. The financial standing, pattern of trading, type and size of security
or instrument traded are amongst the factors taken into consideration.

 

(ii) Liquidity risk

Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments.  It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The Group's policy is to maintain sufficient
cash to allow it to meet its liabilities when they become due.

 

Historically, sufficient underlying cash has been prevalent in the business
for many years as the Group is normally cash-generative. The risk of
unexpected large cash outflows could arise where significant amounts are being
settled daily of which only a fraction forms the commission earned by the
Group. This could be due to clients settling late or bad deliveries to the
market or CREST resulting in a payment delay from the market side. The Group
also commits in advance to product providers to purchase future structured
product issues at the future market price. The Group then markets such
products in advance of the issue, which under normal business conditions means
there is limited liquidity and market risk at the time of product launch.

 

The Group's policy with regard to liquidity risk is to carefully monitor
balance sheet structure and borrowing limits, including:

 

●     monitoring of cash positions on a daily basis;

●     exercising strict control over the timely settlement of trade
debtors; and

●     exercising strict control over the timely settlement of market
debtors and creditors.

 

The Group holds its cash and cash equivalents spread across a number of highly
rated financial institutions. All cash and cash equivalents are short-term
highly liquid investments that are readily convertible to known amounts of
cash without penalty.

 

The Group and its subsidiaries Walker Crips Investment Management Limited and
Barker Poland Asset Management LLP are in scope of the FCA's basic liquid
assets requirements and these are monitored by management on a daily basis.

 

The table below analyses the Group's cash outflow based on the remaining
period to the contractual maturity date.

 

 2025                      Less than  Total

                           1 year     £'000

                           £'000
 Trade and other payables  32,949     32,949
                           32,949     32,949

 2024
 Trade and other payables  31,961     31,961
                           31,961     31,961

 

As at 31 March 2025, the Group had commitments in respect of future structured
product issues of £9.9 million                     (2024:
8.3 million)

 

(iii) Market risk

Market risk is the risk that changes in market prices such as foreign exchange
rates or equity prices, on financial assets and liabilities will affect the
Group's results. They relate to price risk on fair value through profit or
loss trading investments and are subject to ongoing monitoring.

 

Fair value of financial instruments

The fair values of the Group's financial assets and liabilities are not
materially different from their carrying values as they are valued at their
realisable values. The Group's financial assets that are classed as current
asset and non-current asset investments (fair value through profit or loss)
have been revalued at 31 March 2025 using closing market prices.

 

A 10% fall in the value of trading financial instruments would, in isolation,
result in a pre-tax decrease to net assets of £91,600 (2024: £53,800). A 10%
rise would have an equal and opposite effect.

 

The impact of foreign exchange and interest rate risk is not material and is
therefore not presented.

 

25. Trade and other payables

 

                                                                  2025     2024

                                                                  £'000    £'000
 Amounts owed to clients, brokers and recognised stock exchanges  24,719   24,315
 Other creditors                                                  3,402    2,704
 Contract liability                                               3        -
 Accrued expenses                                                 4,227    4,942
                                                                  32,351   31,961

 

Trade creditors and accruals comprise amounts outstanding for
investment-related transactions, to customers or counterparties, and ongoing
costs. The average credit period taken for purchases in relation to costs is 9
days (2024: 9 days). The Directors consider that the carrying amount of trade
payables approximates to their fair value.

 

The Group acts as an agent for clients on the trading of their investments. As
an agent, the Group only recognises amounts due from or to clients, brokers
and recognised stock exchanges as trade receivables and trade payables
respectively. As a result, no underlying investments are recognised on the
Group's consolidated statement of financial position.

 

26. Provisions

Provisions included in other current liabilities and long-term liabilities are
made up as follows:

 

                                         Client Payments and associated professional fees  Dilapidations  Stamp Duty liability and related costs

                                         £'000                                             £'000          £'000                                   Total

                                                                                                                                                  £'000
 Provisions falling due within one year
 At 1 April 2023                         -                                                 -              878                                     878
 Release of provisions                   -                                                 -              (243)                                   (243)
 Utilisation of provisions               -                                                 -              (280)                                   (280)
 At 1 April 2024                         -                                                 -              355                                     355
 Release of provisions                   -                                                 -              (31)                                    (31)
 Utilisation of provisions               -                                                 -              (324)                                   (324)
 Additions                               1,936                                             -              -                                       1,936
 Total as at 31 March 2025               1,936                                             -              -                                       1,936

 Provisions falling due after one year
 At 1 April 2023                         -                                                 652            -                                       652
 Additions                               -                                                 14             -                                       14
 Interest                                -                                                 23             -                                       23
 At 1 April 2024                         -                                                 689            -                                       689
 Additions                               -                                                 23             -                                       23
 Utilisation or release of provision     -                                                 (30)                                                   (30)
 Interest                                -                                                 2              -                                       2
                                         -                                                                -
 Total as at 31 March 2025               -                                                 684                                                    684

 

During the year the Group made a provision relating to an expected payments to
clients for redress together with associated costs which in the opinion of the
Board, need providing for after taking into account the risks and
uncertainties surrounding such events. The timing of these settlements are
unknown but it is expected that they will be resolved within 12 months.

 

 

The Group, based on revised estimates, made an additional provision of
£25,000 (including interest) for dilapidations in connection with acquired
leasehold premises (2024: total additional provision of £37,000).

 

The Group had six leased properties, all of which had contractual dilapidation
requirements. The dilapidation provisions in relation to these leases range
from net present values as at the year-end of £12,000 to £576,000 per lease.

 

27. Lease liabilities

 

 Lease liabilities  Offices  Computer   Computer   Total

                    £'000    software   hardware   £'000

                             £'000      £'000
 At 1 April 2024    2,243    204        7          2,454
 Additions                   142                   142
 Adjustments        -        (40)       -          (40)
 Interest           66       15                    81
 Lease payments     (792)    (112)      (7)        (911)
 At 31 March 2025   1,517    209        -          1,726

 

 Lease liabilities profile (statement of financial position)  2025     2024

                                                              £'000    £'000
 Amounts due within one year                                  819      718
 Amounts due after more than one year                         907      1,736
                                                              1,726    2,454

 

 Undiscounted lease maturity analysis  2025     2024

                                       £'000    £'000
 Within one year                       823      865
 Between one and two years             805      847
 Between two and five years            89       864
 Total undiscounted lease liabilities  1,717    2,576

 

28. Called-up share capital

 

                                                                  2025     2024

                                                                  £'000    £'000
 Called-up, allotted and fully paid
 43,327,328 (2024: 43,327,328) Ordinary Shares of 6(2)/(3)p each  2,888    2,888

 

There are no specific restrictions on the size of a holding nor on the
transfer of shares, which are both governed by the general provisions of the
Articles of Association and prevailing legislation. The Directors are not
aware of any agreements between holders of the Group's shares that may result
in restrictions on the transfer of securities or on voting rights.

 

The following movements in share capital occurred during the year:

 

                   Number of   Share     Share     Total

                   shares      capital   premium   £'000

                               £'000     £'000
 At 1 April 2024   43,327,328  2,888     3,763     6,651
 At 31 March 2025  43,327,328  2,888     3,763     6,651

 

The Group's capital is defined for accounting purposes as total equity. As at
31 March 2025, this totalled £18,687,000 (2024: £21,321,000).

 

The Group's objectives when managing capital are to:

 

●     safeguard the Group's ability to continue as a going concern so
that it can continue to provide returns for shareholders and benefits for
other stakeholders;

●     maintain a strong capital base to support the development of the
business;

●     optimise the distribution of capital across the Group's
subsidiaries, reflecting the requirements of each company;

●     strive to make capital freely transferable across the Group where
possible; and

●     comply with regulatory requirements at all times.

 

The Group has been assessed as constituting a MIFIDPRU Investment Firm group
and has been classified as a non-small non-interconnected (non-SNI) Investment
Firm group and performs an Internal Capital Adequacy and Risk Assessment
process (ICARA), which is presented to the FCA on request.

 

The Group's capital, for accounting purposes, is defined as the total of share
capital, share premium, retained earnings and other reserves. Total capital at
31 March 2025 was £18.7 million (2024: £21.3 million).

 

Regulatory capital is derived from the Group's "ICARA", which is a requirement
of the Investment Firm Prudential Regime ('IFPR').  The ICARA draws on the
Group's risk management process that is embedded within all areas of the
Group.  The Group's objectives when managing capital are to comply with the
capital requirements set by the Financial Conduct Authority, to safeguard the
Group's ability to continue as a going concern.

 

Capital adequacy and the use of regulatory capital are monitored daily by the
Group's management. In addition to a variety of stress tests performed as part
of the ICARA process, and daily reporting in respect of treasury activity,
capital levels are monitored and forecast to ensure that dividends and
investment requirements are managed and appropriate buffers are held against
potential adverse business conditions.

 

Regulatory capital

No breaches were reported to the FCA during the financial years ended 31 March
2025 and 2024.

 

Treasury shares

The Group holds 750,000 of its own shares, purchased for total cash
consideration of £312,000. In line with the principles of IAS 32 these
treasury shares have been deducted from equity (note 29). No gain or loss has
been recognised in the income statement in relation to these shares.

 

29. Reserves

Apart from share capital and share premium, the Group holds reserves at 31
March 2025 under the following categories:

 

 Own shares held    (£312,000) (2024: (£312,000))     ●     the negative balance of the Group's own shares, which have been
                                                      bought back and held in treasury.
 Retained earnings  £7,625,000 (2024: £10,259,000)    ●     the net cumulative earnings of the Group, which have not been
                                                      paid out as dividends, are retained to be reinvested in our core, or
                                                      developing, companies.
 Other reserves     £4,723,000 (2024: £4,723,000)     ●     the cumulative premium on the issue of shares as deferred
                                                      consideration for corporate acquisitions £4,612,000 (2024: £4,612,000) and
                                                      non-distributable reserve into which amounts are transferred following the
                                                      redemption or purchase of the Group's own shares.

 

 

30. Cash generated from operations

 

                                                                                 2025     2024

                                                                                 £'000    £'000
 Operating (loss)/profit for the year                                            (3,644)  63
 Adjustments for:
 Amortisation of intangibles                                                     775      1,011
 Net change in fair value of financial instruments at fair value through profit  (221)    96
 or loss***
 Depreciation of property, plant and equipment                                   309      288
 Depreciation of right-of-use assets*                                            649      636
 Decrease in debtors**                                                           43       4,398
 Increase/(decrease) in creditors**                                              1,912    (5,522)
 Net cash (outflow)/inflow                                                       (177)    970

 

*          Lease liability payments associated with RoU assets were
910,000 (2024: £722,000).

**        Cash inflow from working capital movement of £1,955,000
(22024: cash outflow of £1,124,000)

***      Revaluation profit on proprietary positions.

 

31. Financial commitments

Capital commitments

At the end of this year and the previous year, there were no capital
commitments contracted but not provided for and no capital commitments
authorised but not contracted for.

 

32. Related parties

Directors and their close family members have dealt on standard commercial
terms with the Group. The commission and fees earned by the Group included in
revenue through such dealings is as follows:

 

                                                                             2025     2024

                                                                             £'000    £'000
 Commission and fees received from Directors and their close family members  7        31

 

Other related parties include Charles Russell Speechlys, of which Martin
Wright, Chairman, was a Partner and remains a consultant. Charles Russell
Speechlys provides certain legal services to the Group on normal commercial
terms and the amount paid and expensed during the year (including the fees
paid to the firm for Mr. Wright's services as Director) was £162,000 (2024:
£208,000).

 

Fees of £9,000 (2024: £9,000) are receivable by EnOC Technologies Ltd from
CyberQuote Pte Ltd (a company, where Hua Min Lim is a shareholder) for the
service provided on normal commercial terms.

 

Fees of £368 were received by EnOC Technologies Ltd from King & Shaxson
Limited (a company, where Linus Wen Sheong Lim is a shareholder) for the
service provided on standard commercial terms.

 

Within the £7k commission and fees received from Directors and their close
family members as disclosed above, a commission of £3,484 (2024: £19,714)
was earned by the Group from Phillip Securities (HK) Limited (a Phillip
Brokerage Pte Limited company, where Hua Min Lim is a shareholder) having
dealt on standard commercial terms. Additionally, some custody services are
provided by Phillip Securities Pte Ltd (in Singapore, where Hua Min Lim is a
Director), again all on standard commercial terms, both these items being
included in revenue. Transactions between the Group and its subsidiaries,
which are related parties, have been eliminated on consolidation and are
accordingly not disclosed. Remuneration of the Directors who are the key
Management personnel of the Group is disclosed in the table below.

 

 

                                        2025     2024

                                        £'000    £'000
 Key management personnel compensation
 Short-term employee benefits           540      519
 Post-employment benefits               37       36
                                        577      555

 

During the year, based on the Group's budget and forecasts and growth plans,
the Board has determined that a £5m working capital loan is required to
provide the Group with adequate funding for the medium term. As at the date of
the approval of this financial statements the Group has therefore entered into
a loan agreement with PhillipCapital for provision of a working capital loan
of £5m to the Group via a loan drawdown facility (the "Loan"). The
PhillipCapital concert party holds approximately 29% of the Group's issued
share capital, and has two representative non-executive directors on the
Group's Board being Hua Min Lim and Linus Lim. As such, PhilipCapital is
considered to be a related party, with the provision of the Loan being a
related party transaction.

 

33. Contingent liabilities

In 2021 a former associate brought a claim against Walker Crips Investment
Management Limited in the Employment Tribunal.  A hearing of a preliminary
issue took place in 2022 and the Tribunal found in favour of the company.
 The former associate appealed that decision and in 2023, whilst many of the
appeal grounds were not upheld, certain points were referred back to the
Employment Tribunal to reconsider.  The Company does not consider that the
claims are justified and intends to continue to defend them robustly. The time
scale to conclude this remains uncertain due to dependency on external
factors.

 

During the year, a legacy systems issue was identified that could have
resulted in our client statements being presented incorrectly in relation
equalisation and accumulation units. This information, if used for tax
affairs, could have an impact to client tax liability. The investigation is
ongoing and the impact on individual clients cannot be determined at this
stage and the outcome is uncertain and any liability could not be reliably
measured at this point in time, therefore the Board consider it appropriate to
report this finding as a contingent liability. The Board expects this
investigation to be concluded within the next 12 months.

 

From time to time, the Group receives complaints or undertakes past business
reviews, the outcomes of which remain uncertain and/or cannot be reliably
quantified based upon information available and circumstances falling outside
the Group's control. Accordingly, contingent liabilities arise, the ultimate
impact of which may also depend upon availability of recoveries under the
Group's indemnity insurance and other contractual arrangements. Other than any
cases where a financial obligation is deemed to be probable and thus provision
is made, the Directors presently consider a negative outcome to be remote. As
a result, no further disclosure has been made in these financial statements.
Provisions made remain subject to estimation uncertainty, which may result in
material variations in such estimates as matters are finalised.

 

34. Subsequent events

Subsequent to the year end, the Group has entered into a loan agreement with
PhillipCapital for provision of a working capital loan of £5m to the Group
via a loan drawdown facility (the "Loan"). Also see note 32.

 

35. Deferred cash consideration

 

                                                                              2025     2024

                                                                              £'000    £'000
 Due within one year
 Amounts due to personnel under recruitment contracts/acquisition agreements  -        25

 Due after one year
 Amounts due to personnel under recruitment contracts/acquisition agreements  -        15

 

These amounts are based on fixed contractual terms and the fair value of the
liability approximates carrying value, due to the consistency of the
prevailing market rate of interest when compared to the inception of
liability.

 

36. Share-based payments

The Group recognised total expenses in the year of £18,598 (2024: £15,000)
related to equity-settled share-based payment transactions.

No award was made in the financial year.

 

Share Incentive Plan ("SIP")

Employees who have been employed for longer than three months and are subject
to PAYE are invited to join the SIP. Employees may use funds from their gross
monthly salary (being not less than £10 and not greater than £150) to
purchase ordinary shares in the Group ("Partnership Shares"). In the current
year, for every Partnership Share purchased, the employee received matching
shares at a rate of 100%. The matching option will remain at this rate to 31
March 2026.  Employees are offered an annual opportunity to top up
contributions to the maximum annual limit of £1,800 (or 10% of salary, if
lower). All shares to date awarded under this scheme have been purchased in
the market at the prevailing share price on a monthly basis.

 

 

Company balance sheet

as at 31 March 2025

 

                                                       Note  2025     2024

                                                             £'000    £'000
 Non-current assets
 Investments measured at cost less impairment          40    22,412   22,105
                                                             22,412   22,105
 Current assets
 Trade and other receivables                           41    1,034    803
 Deferred tax asset                                    42    40       -
 Cash and cash equivalents                                   15       176
                                                             1,089    979
 Total assets                                                23,501   23,084

 Current liabilities
 Trade and other payables                              43    (5,214)  (4,579)
                                                             (5,214)  (4,579)
 Net current assets/(liabilities)                            (4,125)  (3,600)

 Net assets                                                  18,287   18,505

 Equity
 Share capital                                         45    2,888    2,888
 Share premium account                                 45    3,763    3,763
 Own shares                                            45    (312)    (312)
 Retained earnings                                     45    7,225    7,443
 Other reserves                                        45    4,723    4,723
 Equity attributable to equity holders of the Company        18,287   18,505

 

As permitted by section 408 of the Companies Act 2006 the Parent Company has
elected not to present its own profit and loss account for the year. Walker
Crips Group plc reported an after-tax loss for the financial year of £112,000
(2024: £197,000).

 

The financial statements of Walker Crips Group plc (Company registration no.
01432059) were approved by the Board of Directors and authorised for issue on
31 July 2025.

 

Signed on behalf of the Board of Directors:

 

Sanath Dandeniya FCCA

Director

 

Company statement of changes in equity

year ended 31 March 2025

 

                                                     Called up  Share     Own      Other    Retained   Total

                                                     share      premium   shares   £'000    earnings   equity

                                                     capital    account   held              £'000      £'000

                                                     £'000      £'000     £'000
 Equity as at 31 March 2023                          2,888      3,763     (312)    4,723    7,853      18,915
 Total comprehensive loss for the period             -          -         -        -        (197)      (197)
 Contributions by and distributions to owners
 Dividends paid                                      -          -         -        -        (213)      (213)
 Total contributions by and distributions to owners  -          -         -        -        (213)      (213)
 Equity as at 31 March 2024                          2,888      3,763     (312)    4,723    7,443      18,505
 Total comprehensive loss for the period             -          -         -        -        (112)      (112)
 Contributions by and distributions to owners
 Dividends paid                                      -          -         -        -        (106)      (106)
 Total contributions by and distributions to owners  -          -         -        -        (106)      (106)
 Equity as at 31 March 2025                          2,888      3,763     (312)    4,723    7,225      18,287

 

The following Accounting Policies and Notes form part of these financial
statements.

 

 

Notes to the Company accounts

year ended 31 March 2025

 

37. Material accounting policies

The separate financial statements of Walker Crips Group plc, the Parent
Company, are presented as required by the Companies Act 2006.

 

The financial statements have been prepared under the historical cost
convention except for the modification to a fair value basis for certain
financial instruments as specified in the accounting policies below, and in
accordance with Financial Reporting Standard (FRS 101), the Financial
Reporting Standard applicable in the UK and the Republic of Ireland, and the
Companies Act 2006.

 

The Parent Company's financial statements for the period ended 31 March 2025
are the first the company has prepared in accordance with FRS 101. For all
periods up to including the year ended 31 March 2024, the Parent Company
prepared its financial statements in accordance with Financial Reporting
Standard 102 ('FRS 102'). Due to the nature of its transactions and
operations, this transition has required no changes in accounting for the
amounts it reports in the current or prior financial years.

 

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 Parent Company's accounting policies
(see note 38).

 

The financial statements are presented in the currency of the primary
activities of the Parent Company (its functional currency). For the purpose of
the financial statements, the results and financial position are presented in
GBP Sterling (£). The principal accounting policies have been summarised
below. They have all been applied consistently throughout the year and the
preceding year.

 

The Parent Company has chosen to adopt the disclosure exemption in relation to
the preparation of a cash flow statement under FRS 101.

 

Going concern

After conducting enquiries, the Directors believe that the Parent Company has
adequate resources to continue in existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the
financial statements. The Parent Company's business activities, together with
the factors likely to affect its future development, performance and position,
have been assessed.

 

Property, plant and equipment

Fixtures and equipment are stated at historical cost less accumulated
depreciation and provision for any impairment. Depreciation is charged so as
to write-off the cost or valuation of assets over their estimated useful lives
using the straight-line method on the following bases:

 

Computer hardware                          33(1)/(3)%
per annum on cost

Computer software                           between
20% and 33(1)/(3)% per annum on cost

Leasehold improvements                  over the term of the
lease

Furniture and equipment                  33(1)/(3)% per annum
on cost

 

The gain or loss on the disposal or retirement of an asset is determined as
the difference between the sales proceeds and the carrying amount of the asset
and is recognised in income. The residual values and estimated useful life of
items within property, plant and equipment are reviewed at least at each
financial year end. Any shortfalls in carrying value are impaired immediately
through profit or loss.

 

 

Impairment of non-financial assets

At each reporting date, the Parent Company reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). If there is an
indication of possible impairment, the recoverable amount of any affected
asset (or group of related assets) is estimated and compared with its carrying
amount. If the estimated recoverable amount is lower, the carrying amount is
reduced to its estimated recoverable amount, and an impairment loss is
recognised immediately in profit or loss.

 

Taxation

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

 

Current tax, including UK corporation tax and foreign tax, is provided at
amounts expected to be paid or recovered using the tax rates and laws that
have been enacted or substantively enacted by the balance sheet date. Current
tax charges arising on the realisation of revaluation gains recognised in the
statement of comprehensive income are also recorded in this statement.

 

Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right
to pay less tax in the future have occurred at the balance sheet date.

 

A deferred tax asset is regarded as recoverable and therefore recognised only
when, on the basis of all available evidence, it can be regarded as probable
that there will be suitable taxable profits from which the future reversal of
the underlying timing differences can be deducted. Deferred tax assets and
liabilities are not discounted.

 

Own shares held

Own shares consist of treasury shares which are recognised at cost as a
deduction from equity shareholders' funds. Subsequent consideration received
for the sale of treasury shares is also recognised in equity with any
difference being taken to retained earnings. No gain or loss is recognised on
sale of treasury shares.

 

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet
when the Parent Company becomes a party to the contractual provisions of the
instrument. IFRS 7 has been applied in classifying financial instruments
depending on the nature of the instrument held.

 

Revenue

Income consists of profits distribution from Barker Poland Asset Management
LLP, interest received or accrued over time and dividend income recorded when
received.

 

Investments in subsidiaries

Investments in subsidiaries are stated at cost less, where appropriate,
provisions for impairment.

 

Debtors

Other debtors are classified as basic financial instruments and measured at
initial recognition at transaction price. Debtors are subsequently measured at
amortised cost using the effective interest rate method. A provision is
established when there is objective evidence that the Group will not be able
to collect all amounts due.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and demand deposits, together
with other short-term highly liquid investments, which are readily convertible
to a known amount of cash and are subject to an insignificant risk of changes
in value.

 

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Parent
Company after deducting all of its liabilities. Equity instruments issued by
the Parent Company are recorded at the proceeds received, net of direct issue
costs.

 

Leases

Rentals under operating leases are charged on a straight-line basis over the
lease term even if the payments are not made on such a basis. Benefits
received as an incentive to enter into an operating lease are also spread on a
straight-line basis over the lease term.

 

38. Key sources of estimation uncertainty and judgements

The preparation of financial statements in conformity with generally accepted
accounting practice requires Management to make estimates and judgements that
affect the reported amounts of assets and liabilities as well as the
disclosure of contingent assets and liabilities at the balance sheet date and
the reported amounts of revenues and expenses during the reporting period.

 

39. (Loss)/profit for the year

Loss for the financial year of £112,000 (2024: profit of £197,000) is after
an amount of £30,000 (2024: £23,000) related to the auditor's remuneration
for audit services to the Parent Company.

 

Particulars of employee costs (including Directors) are as shown below.
Employee costs during the year amounted to:

 

                                              2025     2024

                                              £'000    £'000
 Employee costs during the year amounted to:
 Wages and salaries                           324      225
 Social security costs                        14       16
 Other costs                                  4        4
                                              342      245

 

In the current year, employee costs include the costs of the Non-Executive
Directors, Board advisors and a proportion of Executive Directors. The
remaining Executive Directors' employee costs are borne by Walker Crips
Investment Management Limited.

 

The monthly average number of staff employed during the year was:

 

                          2025     2024

                          Number   Number
 Executive Directors      2        2
 Non-Executive Directors  4        4
                          6        6

 

40. Investments measured at cost less impairment

 

                          2025     2024

                          £'000    £'000
 Subsidiary undertakings  22,412   22,105

 

During the year, the Company made a subordinated loan of £150,000 in Walker
Crips Financial Planning Limited and £150,000 into Ebor Trustees Limited, an
indirect 100% owned subsidiaries of the Group, on normal commercial  terms.

 

A complete list of subsidiary undertakings can be found in note 50.

 

41. Trade and other receivables

 

                                     2025     2024

                                     £'000    £'000
 Amounts owed by Group undertakings  1,034    803
 Taxation and social security        -        -
                                     1,034    803

 

 

42. Deferred taxation

 

                                 2025     2024

                                 £'000    £'000
 At 1 April                      -        1
 Use of Group Relief             -        (26)
 Credit to the income statement  40       25
 At 31 March                     40       -

 

Deferred tax has been provided at 25% (2024: 25%).

 

 

43. Trade and other payables

                                         2025     2024

                                         £'000    £'000
 Accruals and deferred income            78       53
 Amounts due to subsidiary undertakings  5,090    4,479
 Other creditors                         46       47
                                         5,214    4,579

 

44. Risk management policies

Procedures and controls are in place to identify, assess and ultimately
control the financial risks faced by the Parent Company arising from its use
of financial instruments. Steps are taken to mitigate identified risks with
established and effective procedures and controls, efficient systems and the
adequate training of staff.

 

The Parent Company's risk appetite, along with the procedures and controls
mentioned above, are laid out in the Group's Internal capital adequacy and
risk assessment (ICARA).

 

The overall risk appetite for the Parent Company and for the Group as a whole
is considered by Management to be low, despite operating in a marketplace
where financial risk is inherent in the core businesses of investment
management and financial services.

 

The Group considers its financial risks arising from its use of financial
instruments to fall into three main categories:

 

(i)   credit risk;

(ii)  liquidity risk; and

(iii) market risk.

 

Further information on the disclosures and policies carried out by the Parent
Company and the Group is given in note 24 of the consolidated financial
statements.

 

(i) Credit risk

Maximum exposure to credit risk:

 

                 2025     2024

                 £'000    £'000
 Cash            15       176
 Other debtors   1,034    803
 As at 31 March  1,049    979

 

The credit quality of banks holding the Company's cash at 31 March 2025 is
analysed below with reference to credit ratings awarded by Fitch.

 

                 2025     2024

                 £'000    £'000
 A+              15       176
 As at 31 March  15       176

 

Analysis of other debtors due from financial institutions:

 

                                   2025     2024

                                   £'000    £'000
 Neither past due, nor impaired    1,034    803

 

None were past due.

 

 

(ii) Liquidity risk

The tables below analyse the Parent Company's future undiscounted cash
outflows based on the remaining period to the contractual maturity date:

 

                                         2025     2024

                                         £'000    £'000
 Creditors due within one year           5,214    4,579
 Creditors due after more than one year  -        -
 As at 31 March                          5,214    4,579

 

                             2025     2024

                             £'000    £'000
 Within one year             5,214    4,579
 Within two to five years    -        -
 After more than five years  -        -
 As at 31 March              5,214    4,579

 

The Company is in a net liability position, but this is primarily driven by an
intercompany creditor balance with its subsidiary. This is deemed to not
affect liquidity as the subsidiary is 100% owned and controlled by the
Company.

 

(iii) Market risk

Market risk is the risk that changes in market prices such as foreign exchange
rates or equity prices will affect the Group's income.

 

These relate to price risk breached on available-for-sale and trading
investments and closely monitored using limits to prevent significant losses.

 

Fair value of financial instruments

No financial instruments at fair value were held by the Parent Company in the
current or prior financial year.

 

45. Called-up share capital

 

                                                                  2025     2024

                                                                  £'000    £'000
 Called-up, allotted and fully paid
 43,327,328 (2024: 43,327,328) Ordinary Shares of 6(2)/(3)p each  2,888    2,888

 

No new shares were issued in the year to 31 March 2024 or the prior year.

 

The Parent Company holds 750,000 of its own shares, purchased for a total cash
consideration of £312,000. In line with the principles of IAS32, these
treasury shares have been deducted from equity. No gain or loss has been
recognised in the profit and loss account in relation to these shares.

 

The following movements in share capital occurred during the year:

 

                   Number      Share     Share     Total

                   of shares   capital   premium   £'000

                               £'000     £'000
 At 1 April 2024   43,327,328  2,888     3,763     6,651
 At 31 March 2025  43,327,328  2,888     3,763     6,651

 

 

Apart from share capital and share premium, the Parent Company holds reserves
at 31 March 2025 under the following categories:

 

 Own shares held    (£312,000) (2024: (£312,000))    ●     the negative balance of the Parent Company's own shares that have
                                                     been bought back and held in treasury.
 Retained earnings  £7,225,000 (2024: £7,443,000)    ●     the net cumulative earnings of the Parent Company, which have not
                                                     paid out as dividends, retained to be reinvested in our core or new business.
 Other reserves     £4,723,000 (2024: £4,723,000)    ●     the cumulative premium on the issue of shares as deferred
                                                     consideration for corporate acquisitions £4,612,000 (2023: £4,612,000) and
                                                     non-distributable reserve into which amounts are transferred following the
                                                     redemption or purchase of the Group's own shares.

 

46. Financial commitments

Capital commitments

At the end of this year and the previous year, there were no capital
commitments contracted but not provided for and no capital commitments
authorised but not contracted for.

 

 

47. Related party transactions

Key Management are those persons having authority and responsibility for
planning, controlling and directing the activities of the Parent Company and
Group. In the opinion of the Board, the Parent Company and Group's key
Management are the Directors of Walker Crips Group plc.

 

Total compensation to key management personnel is 157,000 (2024: £204,000).

 

48. Contingent liability

From time to time, the Company receives complaints or undertakes past business
reviews, the outcomes of which remain uncertain and/or cannot be reliably
quantified based upon information available and circumstances falling outside
the Company's control. Accordingly contingent liabilities arise, the ultimate
impact of which may also depend upon availability of recoveries under the
Company's indemnity insurance and other contractual arrangements. Other than
the complaints deemed to be probable, the Directors presently consider a
negative outcome to be remote or a reliable estimate of the amount of a
possible obligation cannot be made. As a result, no disclosure has been made
in these financial statements.

 

49. Subsequent events

 Subsequent to the year end, the Company secured a £5 million subordinated
debt facility from the PhillipCapital Group. The facility is present for the
Group to drawn down on should the need for capital arise in the future. As
reported in the Chairman's statement, the facility is primarily present to
support the Group's growth initiatives.

 

50. Subsidiaries and associates

 

                                                Principal place of business  Principal activity                       Class and percentage of shares held
 Group
 Trading subsidiaries
 Walker Crips Investment Management Limited(1)  United Kingdom               Investment management                    Ordinary Shares 100%
 London York Fund Managers Limited(2)           United Kingdom               Management services                      Ordinary Shares 100%
 Walker Crips Financial Planning Limited(2)     United Kingdom               Financial services advice                Ordinary Shares 100%
 Ebor Trustees Limited(2)                       United Kingdom               Pensions management                      Ordinary Shares 100%
 EnOC Technologies Limited(1)                   United Kingdom               Financial regulation and other software  Ordinary Shares 100%
 Barker Poland Asset Management LLP(1)          United Kingdom               Investment management                    Membership 100%

 Non-trading subsidiaries
 Walker Crips Financial Services Limited(1)     United Kingdom               Financial services                       Ordinary Shares 100%
 G & E Investment Services Limited(2)           United Kingdom               Holding company                          Ordinary Shares 100%
 Ebor Pensions Management Limited(2)            United Kingdom               Dormant company                          Ordinary Shares 100%
 Investorlink Limited(1)                        United Kingdom               Agency stockbroking                      Ordinary Shares 100%
 Walker Cambria Limited(1)                      United Kingdom               Dormant company                          Ordinary Shares 100%
 Walker Crips Trustees Limited(1)               United Kingdom               Dormant company                          Ordinary Shares 100%
 W.B. Nominees Limited(1)                       United Kingdom               Nominee company                          Ordinary Shares 100%
 WCWB (PEP) Nominees Limited(1)                 United Kingdom               Nominee company                          Ordinary Shares 100%
 WCWB (ISA) Nominees Limited(1)                 United Kingdom               Nominee company                          Ordinary Shares 100%
 WCWB Nominees Limited(1)                       United Kingdom               Nominee company                          Ordinary Shares 100%
 Walker Crips Consultants Limited(1)            United Kingdom               Dormant company                          Ordinary Shares 100%
 Walker Crips Ventures Limited(1)               United Kingdom               Financial services advice                Ordinary Shares 100%

 

The registered office for companies and associated undertakings is:

 

1   128 Queen Victoria Street, London, England, EC4V 4BJ.

2   Apollo House, Eboracum Way, York, England, YO31 7RE.

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