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RNS Number : 4911T

Walker Crips Group plc

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 £'000	2024 £'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 Company		(2,528)	368

(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

£'000

2024

£'000

(Loss) / profit for the year

(2,528)

368

Total comprehensive (loss) / income for the year attributable to equity holders of the Parent Company

(2,528)

368

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

Consolidated statement of financial position

as at 31 March 2025

	Note	2025 £'000	2024 £'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 £'000	2024 £'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 capital £'000	Share premium account £'000	Own shares held £'000	Capital redemption £'000	Other £'000	Retained earnings £'000	Total equity £'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.

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 33¹/₃% per annum on cost

Computer software between 20% and 33¹/₃% per annum on cost

Leasehold improvements over the term of the lease

Furniture and equipment 33¹/₃% 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

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

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 income £'000	Non- broking income £'000	Total £'000	Broking income £'000	Non- broking income £'000	Total £'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, Financial Planning & Pensions	-	3,416	3,416	-	2,451	2,451
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 Management £'000	Financial Planning & Wealth Management £'000	SaaS £'000	Consolidated year ended 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 Management £'000	Financial Planning & Wealth Management £'000	SaaS £'000	Consolidated year ended 31 March 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.

2025	Investment Management £'000	Financial Planning & Wealth Management £'000	SaaS £'000	Consolidated year ended 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)

2025	Investment Management £'000	Financial Planning & Wealth Management £'000	SaaS £'000	Consolidated year ended 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

2024	Investment Management £'000	Financial Planning & Wealth Management £'000	SaaS £'000	Consolidated year ended 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

2024	Investment Management £'000	Financial Planning & Wealth Management £'000	SaaS £'000	Consolidated year ended 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

£'000

2024

£'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 £'000	2024 £'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 £'000	2025 %	2024 £'000	2024 %
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 £'000	2024 £'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 £'000	2024 £'000
Interest on bank deposits	471	427
Dividends from equity investment	8	19
	479	446

11. Finance costs

Finance costs comprises:

	2025 £'000	2024 £'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 £'000	2024 £'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 Number	2024 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 £'000	2024 £'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 £'000	2024 £'000
(Loss)/Profit before tax	(3,275)	387
Tax on (loss)/profit on ordinary activities at the standard rate UK corporation tax rate of 25% (2024: 25%)	(819)	97

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

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 6²/₃ 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

£'000

2024

£'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

Number

2024

Number

Weighted average number of Ordinary Shares for the purposes of basic (loss)/ earnings per share

42,577,328

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 £'000	2024 £'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 licences £'000	Client lists £'000	Total £'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 improvement, furniture and equipment £'000	Computer hardware £'000	Total £'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

As at

31 March

2025

£'000

As at

31 March

2024

£'000

Trading investments

Investments - fair value through profit or loss

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

Current asset investments

As at

31 March

2025

£'000

As at

31 March

2024

£'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 £'000	Level 2 £'000	Level 3 £'000	Total £'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 £'000	2024 £'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

£'000

2024

£'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 £'000	2024 £'000
A+	949	5,676
AA-	11,553	8,187
	12,502	13,863

23. Deferred tax asset/(liability)

	Capital allowances £'000	Short-term temporary differences and other £'000	Total £'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 £'000	2024 £'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:

At 31 March 2025	Current £'000	0-1 month £'000	2-3 months £'000	Over 3 months £'000	Carrying value £'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 1 year £'000	Total £'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 £'000	2024 £'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 £'000	Dilapidations £'000	Stamp Duty liability and related costs £'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 £'000	Computer software £'000	Computer hardware £'000	Total £'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 £'000	2024 £'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 £'000	2024 £'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

£'000

2024

£'000

Called-up, allotted and fully paid

43,327,328 (2024: 43,327,328) Ordinary Shares of 6²/₃p each

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

capital

£'000

premium

£'000

Total

£'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 £'000	2024 £'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 or loss***	(221)	96
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

£'000

2024

£'000

Commission and fees received from Directors and their close family members

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 £'000	2024 £'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 £'000	2024 £'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 £'000	2024 £'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 capital £'000	Share premium account £'000	Own shares held £'000	Other £'000	Retained earnings £'000	Total equity £'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

Computer hardware 33¹/₃% per annum on cost

Computer software between 20% and 33¹/₃% per annum on cost

Leasehold improvements over the term of the lease

Furniture and equipment 33¹/₃% per annum on cost

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

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 £'000	2024 £'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 Number	2024 Number
Executive Directors	2	2
Non-Executive Directors	4	4
	6	6

40. Investments measured at cost less impairment

2025

£'000

2024

£'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 £'000	2024 £'000
Amounts owed by Group undertakings	1,034	803
Taxation and social security	-	-
	1,034	803

42. Deferred taxation

	2025 £'000	2024 £'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 £'000	2024 £'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 £'000	2024 £'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

£'000

2024

£'000

A+

176

As at 31 March

176

Analysis of other debtors due from financial institutions:

2025

£'000

2024

£'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 £'000	2024 £'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 £'000	2024 £'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

£'000

2024

£'000

Called-up, allotted and fully paid

43,327,328 (2024: 43,327,328) Ordinary Shares of 6²/₃p each

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

of shares

capital

£'000

premium

£'000

Total

£'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 Limited¹	United Kingdom	Investment management	Ordinary Shares 100%
London York Fund Managers Limited²	United Kingdom	Management services	Ordinary Shares 100%
Walker Crips Financial Planning Limited²	United Kingdom	Financial services advice	Ordinary Shares 100%
Ebor Trustees Limited²	United Kingdom	Pensions management	Ordinary Shares 100%
EnOC Technologies Limited¹	United Kingdom	Financial regulation and other software	Ordinary Shares 100%
Barker Poland Asset Management LLP¹	United Kingdom	Investment management	Membership 100%

Non-trading subsidiaries
Walker Crips Financial Services Limited¹	United Kingdom	Financial services	Ordinary Shares 100%
G & E Investment Services Limited²	United Kingdom	Holding company	Ordinary Shares 100%
Ebor Pensions Management Limited²	United Kingdom	Dormant company	Ordinary Shares 100%
Investorlink Limited¹	United Kingdom	Agency stockbroking	Ordinary Shares 100%
Walker Cambria Limited¹	United Kingdom	Dormant company	Ordinary Shares 100%
Walker Crips Trustees Limited¹	United Kingdom	Dormant company	Ordinary Shares 100%
W.B. Nominees Limited¹	United Kingdom	Nominee company	Ordinary Shares 100%
WCWB (PEP) Nominees Limited¹	United Kingdom	Nominee company	Ordinary Shares 100%
WCWB (ISA) Nominees Limited¹	United Kingdom	Nominee company	Ordinary Shares 100%
WCWB Nominees Limited¹	United Kingdom	Nominee company	Ordinary Shares 100%
Walker Crips Consultants Limited¹	United Kingdom	Dormant company	Ordinary Shares 100%
Walker Crips Ventures Limited¹	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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