Annual Report 2025
An
integrated
approach
25 years of Transact
Since 2000, we have gone from strength to strength.
Our 246k clients have over £74 billion in portfolios on our platform.
See pages 6 and 7
Our business
Contents
Strategic report
1
At a glance
2
Chair’s statement
4
Chief Executive Officer’s statement
6
25 years of Transact
8
Market overview
10
Business model
12
Strategy
14
Key performance indicators
16
Stakeholder engagement
20
Section 172 statement
22
Responsible business
34
Task Force on Climate-related Financial Disclosures (TCFD)
41
Financial review
46
Risk management
48
Principal risks and uncertainties
51
Emerging risks and changes to the risk landscape
52
Going concern and viability statement
53
Non-financial and sustainability information statement
Corporate governance
54
Chair’s introduction
55
Governance dashboard
56
Board of directors
58
The role of the board and its responsibilities
59
Key board activities during the year
60
Composition, succession and evaluation
62
Audit and Risk Committee report
67
Nomination Committee report
70
Directors’ remuneration report
85
Directors’ report
88
Statement of directors’ responsibilities
Financial statements
89
Independent auditor’s report
96
Consolidated statement of comprehensive income
97
Consolidated statement of financial position
98
Company statement of financial position
99
Consolidated statement of cash flows
100
Company statement of cash flows
101
Consolidated statement of changes in equity
102
Company statement of changes in equity
103
Notes to the financial statements
Other information
137
Directors, Company details, advisers
138
Glossary of terms
139
Glossary of alternative performance measures (APMs)
Learn more about IntegraFin at
www.integrafin.co.uk
Transact is an award-winning investment platform offering our clients
and UK financial advisers sophisticated technology, unrivalled support
and exceptional service for a modern, efficient way to manage client
investment portfolios.
The platform provides a wide range of financial planning tools and
comprehensive reporting, alongside an extensive range of investments
and tax efficient wrappers to make the management of portfolios as
easy and efficient as possible.
Transact is the largest UK adviser investment platform built on proprietary
technology. This enables our internal development team to deliver the
key platform enhancements most impactful to UK financial advisers.
Complementing this, our regional service teams offer personal,
responsive support to enable users to make the most of the platform.
CURO is a leading Microsoft-based client relationship management
(CRM) software, developed by our subsidiary Time4Advice, that offers
comprehensive functionality, numerous integrations with Microsoft
Office and third-party financial planning tools and superior access
to data.
CURO enables UK financial advice firms to grow efficiently and durably
by empowering them to effectively deliver and record financial plans
for their saving and investment clients.
Revenue breakdown
Transact – 97%
CURO – 3%
Q
A
+
with Alexander Scott
Chief Executive Officer
“The Transact proposition is first class and is considered
by our firm to be the premier platform in the UK.”
Financial adviser
At a glance
Year-end closing funds under direction (FUD)*
£74.2bn
+16%
(FY24: £64.1bn)
Average daily FUD*
£67.9bn
+14%
(FY24: £59.6bn)
Net inflows*
£4.4bn
+76%
(FY24: £2.5bn)
Platform clients*
246,191
+5%
(FY24: 234,998)
Client retention*
95%
+1ppt
(FY24: 94%)
Operational highlights
Revenue
£156.8m
+8%
(FY24: £144.9m)
Reported profit before tax (PBT)
£69.1m
0%
(FY24: £68.9m)
Underlying PBT*
£75.4m
+7%
(FY24: £70.6m)
Reported earnings per share (EPS)
1
15.5p
-1%
(FY24: 15.7p)
Underlying EPS*
1
17.4p
+7%
(FY24: 16.2p)
*
Alternative performance measures (APMs).
1
Unless otherwise noted, “reported EPS” and “underlying EPS” refer to “reported diluted earnings per share” and “underlying diluted earnings per share”, respectively.
Financial highlights
Our aim
To be the
number one provider
of software and services for
clients and UK financial advisers.
Our purpose
Our purpose is to make
financial planning easier.
Our strategy
Our strategy is to deliver
leading financial adviser
software, personal service
and value for money.
Our values
Our key value is always
to do the right thing.
APMs are financial measures which are not
defined by IFRS. These have been indicated
with an asterisk. They are used to provide better
insight into the performance of the Group.
Further details are provided in the
glossary on pages 139 to 141
CURO licence users*
3,395
+10%
(FY24: 3,098)
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Other information
Chair’s statement
An
integrated
approach
“IHP’s propositions combine both
high quality integrations and
excellent client service.”
Richard Cranfield
Chair
Overview
Welcome to the IntegraFin Holdings plc
Group (IHP or the “Group”) 2025 Annual
Report. The Group has delivered strong
performance throughout FY25, with our
investment platform, Transact, growing
FUD to a record high of £74.2 billion as at
30 September 2025.
We remain focused on our aim: to be the
number one provider of software and services
for clients and UK financial advisers. We have
pursued this by maintaining best-in-class
service levels and expanding the functionality
of our investment platform. Industry surveys
continue to show Transact as the highest
ranked platform for overall user satisfaction,
driven by our client service and functionality.
This has resulted in net flows onto the
platform of £4.4 billion, excellent performance
relative to the market, and growing our market
share of net flows to c.23%. Over the financial
year, client numbers on the platform increased
by 5%. Time4Advice (T4A) continues to develop
CURO on Power Platform, with rollout of this
version continuing apace throughout the year.
Good progress has also been made on key
integrations between CURO and third-party
adviser software, unlocking further value
for users.
Our financial and operational performance
has been impressive thanks to our people,
who have delivered a high-quality service and
led the development of numerous technology
improvements. Alexander Scott comments
on the results in more detail in his Chief
Executive Officer’s (CEO) Statement.
Developing our business
Integrations have been the primary focus
of technology development this year. An
important part of fulfilling our purpose –
to make financial planning easier – is increasing
the ability of the Transact platform to interface
with other adviser software. Encouraging
progress has been made in this area and the
continued implementation of our strategy will
help secure our position in the adviser software
ecosystem. Meanwhile, our Transact
digitalisation drive continues to generate
platform enhancements and efficiencies
for both advice firms and our platform.
Further detail on our strategy can be found
in the Strategy and Business Model sections
of this report on pages 10 to 13.
We remain committed to being a responsible
business, and all that this entails. In FY25,
we welcomed a new cohort of six interns
from the 10,000 Black Interns Foundation,
providing valuable mentoring and guidance.
Sustainability is an ongoing focus, led by
Victoria Cochrane in her role as Designated
Non-Executive Director for Environmental
and Social Sustainability (ESS). This year,
our priority has been developing our
Responsible Business Strategy, synthesising
multiple initiatives to help direct our efforts
towards the sustainability issues that are
most material to our business.
Supporting our people
This year saw our fourth annual engagement
survey completed, with increased participation
and improvement in the headline measure
of Group engagement to 91%. The results
of this survey were highly encouraging,
affirming that our employees feel supported
and closely aligned with the firm’s purpose.
I look forward to seeing the ways in which
our new London office can drive further
benefit for our people and our strategy.
Stakeholder engagement on
pages 16 to 19
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Corporate governance
Financial statements
Other information
The IHP board
Irene McDermott Brown joined the board
on 1 January 2025 and took over as Chair of
the Remuneration Committee. I would like to
thank Rita Dhut who stood in as interim Chair
of the Remuneration Committee after Chris
Munro had to step down due to ill health.
Governance on pages 54 to 88
Governance and culture
The UK Corporate Governance Code (the ‘Code’)
applies to the Company; confirmation of how
we have complied with the Code for the year
under review is set out on page 54. From
FY27, the new Code will apply to IntegraFin
and work to ensure that the Company is
prepared for the changes has progressed well.
We take great care of our corporate culture
and values, which are reflected both in our
employee relations and in our interactions
with clients, advisers and other key stakeholders
.
We continue to believe our culture of putting
clients first has been central to our compliance
with Consumer Duty. It is pleasing that we
continue to rank so highly in adviser service
research undertaken by Investment Trends,
Platforum and CoreData.
Our Company Secretary, Helen Wakeford,
and I offered meetings after our FY24 results
in December 2024 and FY25 interim results
in May 2025, and on specific matters important
to shareholders. We held five meetings with
our largest investors. We felt the meetings
were constructive and transparent and gave
the investors the opportunity to discuss
topics of concern. We will continue open
engagement with our stakeholders outside
the boardroom and this forms a critical
aspect of board-level activity.
We have rigorous Audit and Risk, Nomination
and Remuneration Committees, which meet
regularly to review and challenge in depth the
work of the executive directors.
The Nomination Committee continues to
oversee the composition of the boards and
the pipeline of talent within the business,
both to assure the quality of the succession
into senior roles, and to support the delivery
of our Diversity, Equity and Inclusion Policy.
Full information on diversity at the board
level can be found in the Nomination
Committee Report on 67 to 69.
Further detail on the activities of the Audit
and Risk and Nomination Committees can
be found in their respective reports.
On pages 20 and 21, we present our Section
172 (s.172) Statement, which sets out how
we consider our key stakeholders in our
decision making and the key decisions we
have made throughout the financial year.
People and culture and DEI on pages
28 to 30
Remuneration
The Directors’ Remuneration Report is
set out on pages 70 to 84.
Dividend
In recognition of our financial performance,
we have declared a second interim dividend
of 8.0 pence per Ordinary Share. Together
with our first interim dividend paid in June of
3.3 pence per Ordinary Share, this takes the
total dividend to 11.3 pence per Ordinary Share.
Closing
I thoroughly enjoy chairing this Group;
working with colleagues who are so highly
professional and motivated to put our clients
first remains a privilege.
The members of the board would again
like to thank all our colleagues for the hard
work that they have put in over the last financial
year. These results, the published satisfaction
surveys and our ranking within the platform
sector are the product of their efforts.
Richard Cranfield
Chair
16 December 2025
Awards from FY25
“Best Use of Technology”
Schroders UK Platform Awards
“Best Platform of the Year”
Money Marketing Awards
“Best Platform”
Professional Paraplanner Awards
“Highest Net
Promoter Score”
“Best Overall User
Satisfaction”
Investment Trends survey
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Other information
Chief Executive Officer’s statement
Delivering
growth
across the business
Overview
Throughout FY25, the Group has delivered
impressive results thanks to the differentiated
quality of our proposition: evolving proprietary
technology allied with personal, professional
client service. We have delivered strong
performance across our KPIs, including
meaningful growth in client numbers, net
inflows, revenue and underlying profit
before tax (PBT).
The first half of the year began with
significant uncertainty in the lead up to
the UK Autumn Budget, followed by market
fluctuations in the wake of the US election.
However, during this period we set consecutive
records for quarterly gross inflows in Q1 and
Q2, driven by strength in both one-off deposits
and transfers in from competitors.
The second half of the year opened with the
announcement and rapid suspension of the
US’s Liberation Day tariffs. Through the
period of stock market uncertainty, we
continued to deliver competitive net inflows
and take market share. In the year, we took
over 20% of net flows into the UK adviser
platform market. Gross outflows plateaued,
with transfers to competitors falling to the
lowest level since Q3 of FY23.
Time4Advice (T4A) has made good progress
in the rollout of CURO on Power Platform
(CURO PP). CURO PP is now live with a group
of advice firms, and overall CURO user numbers
continue to increase year on year.
Overall, our ability to confidently deliver
growth in ever-changing economic
circumstances is down to our key sources of
competitive advantage: our proprietary
technology and our industry-leading, personal
customer service.
Transact platform performance
This year marked the 25th anniversary of
Transact and, thanks to the hard work of our
people, the platform continues to go from
strength to strength. Over the year, we have
seen strong client growth, with total clients
rising by 5% to a total of 246,191. Client
retention also improved, rising to 95% for
the year. We finished the year with closing
FUD of £74.2 billion. Clearing the milestone
of £70 billion of FUD on the platform is a pleasing
achievement to coincide with the anniversary.
Gross inflows were particularly strong this
year at £10.1 billion, a 25% increase over the
previous year. The largest contributor to this
performance is increased one-off deposits
from clients. Transfers from competitors
were also up significantly, higher than in
either FY23 or FY24. This is a testament to
the strength of our proposition, with advisers
moving a greater share of client assets onto
the platform.
Gross outflows remained elevated but stable
compared to historical levels. This was largely
the result of one-off and regular withdrawals,
driven by elevated interest rates and a persistently
high cost of living. There has been considerable
improvement in our transfers out, which
have fallen from the levels seen in FY24.
While we retained a positive transfer ratio
throughout FY24 (1.7), we have seen a
substantial gain in FY25 to 2.8, reflecting our
strong competitive position.
With gross inflows rising and gross outflows
stable, our net inflows have performed well,
increasing from £2.5 billion to £4.4 billion, up
76% on FY24. Market movements also provided
a tailwind of £5.7 billion over the year to our
FUD levels, helping to drive higher revenue.
Business model on pages 10 and 11
Financial performance
Driven by higher average daily FUD, Group
revenue for the year was £156.8 million, up
8% from FY24. Transact contributed 97%
of Group revenue. CURO revenue rose 2%,
through steady growth in licence users.
Underlying PBT was £75.4 million, up 7%.
Reported PBT was £69.1 million, flat from
FY24 despite an impairment of T4A’s goodwill
and intangible assets, and the period in which
we had a period of overlap in occupancy
costs for both our former and current
London office.
“During the year, we have continued
to advance Transact digitalisation,
developed new integrations and
maintained our industry-leading
service, resulting in strong
operational performance.”
Alexander Scott
Chief Executive Officer
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Other information
We continue to focus on delivering
sustainable growth, as evidenced in part by
the cost review announced in our Q3 trading
update. The cost review is completed and has
identified meaningful savings that we will
deliver, whilst at the same time continuing to
invest in technology enhancements that are
important for the Group’s future success.
We believe this will improve the productivity
of the business, allowing us to continue to
serve as a reliable partner to our clients and
advisers while delivering growing returns
for our shareholders.
For further information on our financial
performance, please see the Financial
Review on pages 41 to 45.
Technology delivery
“year of integrations”
The strength in net flows and in overall
financial performance is attributable to our
people and our technology. This year, our
technology focus has been on integrations.
Application programming interfaces (APIs)
allow Transact and CURO to integrate with
other adviser software and streamline important
tasks in the wealth management process.
We have launched four targeted APIs capable
of integrating with an ever-widening range of
adviser software. With each integration, we
advance our vision of a more synchronised
and efficient adviser technology ecosystem.
Supporting this goal, our progress with
digitalisation
of the Transact platform continues.
Digitalisatio
n has delivered improved accuracy
in data, in turn allowing for smoother
integrations through our new APIs.
These enhancements have yielded improved
Transact operational performance and
efficiency, as well as granting significant
benefits to scalability.
Strategy on pages 12 and 13
£4.4bn
net inflows
246,191
clients
£74.2bn
FUD
Outlook
The Group enters FY26 with growing momentum
.
Although the macroeconomic outlook is mixed,
global markets and the Group’s business
model have proven resilient to the volatility
throughout FY25. We believe our proposition
will continue to deliver excellent results for the
Group’s stakeholders.
In the lead up to the UK Budget in November
2025, the Transact platform experienced
heightened inflows and outflows activity,
mainly relating to pension wrappers, similar
to activity in advance of the UK Budget in
2024. Since the budget, flows momentum
has reverted to trend and the overall flows
environment for the Transact platform
remains very favourable.
There are several upcoming developments
in the UK wealth market. From April 2027,
defined contribution pensions will become
eligible in-scope for inheritance tax. Additionally,
the annual contribution limit for cash ISAs
will be reduced to £12k for under 65s from
April 2026. The impact of these changes is
uncertain. However, we believe that there is a
continued and growing requirement for
advice as the UK savings and investment
environment becomes more complex.
The Group is well positioned to take
advantage of the compelling opportunities
present in the market. Development of our
proprietary technology, especially its data
integrations, allows us to remain at the
forefront of the industry. Meanwhile,
our people deliver best-in-class personal
customer service.
In FY26, we will implement our cost
review initiatives. In addition, we will continue
to invest in and deliver technology
enhancements across digitalisation and
integrations, which will help to ensure the
sustainable growth of the Group and the
delivery of the best possible outcomes for
our clients, advisers and shareholders.
Finally, I would like to thank all my colleagues
across the Group.
Together, we continue to
work towards our principal goal: to be the
number one provider of software
and services
for clients and UK financial advisers.
Alexander Scott
Chief Executive Officer
16 December 2025
People
Although familiar to many of you already,
I would like to introduce Tom Dunbar, who
took over in March 2025 as the Integrated
Financial Arrangements Ltd (IFAL) CEO,
responsible for the Transact platform.
Tom joined the Group in 2021 as Chief
Development Officer. His extensive experience
in the UK platform sector and deep understanding
of the needs of advisers and clients made
him the ideal person to lead the Transact
platform. I look forward to continuing to work
with Tom on implementing our Group
strategy. Jonathan Gunby retired as IFAL
CEO in March 2025, and I wish him well in
his retirement.
Overall staff headcount rose 5% to 698 at
year end. This investment in people has
already helped us to deliver on our technology
enhancements. Our innovations in this area
continue to win us recognition; in the 2025
UK Platform Awards, we won the “Best Use
of Platform Technology” award. Since this
award is given based on feedback from UK
financial advisers, this is a particularly
gratifying accolade.
We have relocated to new premises, moving
from our old location on Clement’s Lane
to our current London office near St Paul’s.
With the move, we have embraced the benefits
of a more modern office and new ways of
working, all the while supporting staff through
the transition.
The move supports our sustainability
objectives, with the office holding an
“Excellent” BREEAM rating and the fit-out
rated SKA Gold. The location symbolises
our ongoing commitment to the UK advice
market and to the City of London. We are
committed to staff wellbeing, which is
evidenced by the favourable results in
our latest employee engagement survey,
discussed in the Being a Responsible
Employer section on pages 28 to 30.
Regulatory and
sustainability matters
The regulatory environment in which the
Group operates continues to evolve. Consumer
Duty remains a major focus across all our
operations; dedication to positive consumer
outcomes has been a cornerstone of
Transact over its 25 years of operation.
In FY25, we have formalised our sustainability
efforts in the form of our Responsible Business
Strategy. This brings together new and existing
initiatives in a cohesive strategy that will help
embed sustainability at the core of our business.
Responsible business section on
pages 22 to 33
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Other information
25 years
at
the forefront of
financial planning
Launched in 2000, Transact was the first
investment technology solution known as a
“wrap service” to be introduced to advisers
in the UK. To achieve this, we used our own
in-depth knowledge of the UK investment
market, plus a wealth of insight derived from
Australia, where wrap platforms were originally
developed. The result is Transact – a highly
differentiated, award-winning wrap service.
This year, we celebrated the 25th anniversary
of the first client funds being placed on the
Transact adviser investment platform.
25 years of Transact
A short history of Transact
2000
Michael Howard and
Ian Taylor co-found the
Transact platform as the
first wrap platform in the UK
2006
Transact is ready for
pension tax
simplification on day
one, with extensive
development of the
platform to meet this
regulatory overhaul
2005: FUD
£1.7bn
2000s
Transact starts
operating a UK life
insurance company
specialising in
pensions and an
offshore life insurance
company to offer
bond wrappers
2010: FUD
£9.1bn
2016
Transact wins
“Platform of the Decade”
at the UK Platform Awards
2015: FUD
£19.1bn
“While it’s great to reflect on the
success of these 25 years, the thing
I like most about our business is that
it has all been built on putting the
customer at the heart of everything
that we do and then doing “just what it
says on the tin”. If we keep doing that,
we’ll keep doing well. I’d like to extend
my thanks to all who have been a part
of the Transact journey.”
Michael Howard
Transact co-founder and Executive Director
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Other information
2017
Transact is the first
platform to go to
market with the
Lifetime ISA
wrapper, available
on day one
2021
The Transact platform
passes £50bn of FUD
2020: FUD
£41.1bn
2018
The Group lists on the
London Stock Exchange
as IHP
2025
Transact develops
new integrations
allowing it to interface
with a range of adviser
back-office software
2025: FUD
£74.2bn
Q
A
+
with Alexander Scott
Chief Executive Officer
Over the last 25 years,
of which achievement
are you most proud?
I would say that it has been our ability to
scale without losing our customer-centric
ethos. Throughout our history, we have
never lost sight of the purpose of the
platform, and we continue to hone
our offering.
What do you think have
been the key factors in the
business’ ongoing success?
We continually emphasise our combination
of personal client service and proprietary
technology, always remembering that we
are dealing with individuals who have
different needs.
Having regionally focused customer service
teams means that advisers and clients can
call for live support and always speak to
the same team.
Our proprietary technology has given us
an organisational flexibility and a reactivity
that allow us to tailor our offering to the
most pressing concerns for financial
advice businesses.
How do you see the
business developing
over time?
Transact’s success is based, in part, on our
ability to continually adapt and evolve our
offering. Our close relationships with financial
advice businesses remain key in identifying
how best we can expand our service. This
understanding of the industry helps us
develop our targeted integrations that
deliver meaningful value.
Another key component of the Group’s
development is the expansion of our
back-office CRM software, CURO.
This represents our commitment to our
aim – to make financial planning easier –
by offering valuable tools across the
financial advice process.
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Market overview
Market-leading
propositions
for the growing financial
advice market
“Transact and CURO are uniquely
placed given increasing adviser
focus on data, integrations
and service.”
Tom Dunbar
Transact CEO
Target market
Our Group strategy focuses on the UK
financial advice market. Transact is the
leading adviser investment platform
differentiated via our personal service, our
functionality and our proprietary software.
We continue to see more advisers sign up
and embed Transact as their primary platform.
We are also seeing more large advice firms
add Transact to their panel alongside their
in-house platform. CURO has launched an
updated proposition embedded within an
advice firm’s own Microsoft Power Platform
environment. This is a significant step
forward from the previous CURO proposition.
It means MS Office, MS Teams, MS Copilot
and MS Azure are seamlessly integrated with
CURO giving advice firms control of their
data and unique access to AI capabilities.
Market dynamics
The pace of change within the financial
advice market is accelerating. As financial
advice firms grow, their focus on data quality,
integrations and efficiency increases.
This trend is positive for CURO and Transact
propositions given their data and integration
capabilities. Furthermore, the 2024 Autumn
Budget has increased adviser demand for
bonds, trusts and high-quality personal
service. Again, this trend is positive for
Transact given the breadth of its proposition
and its unique service model where advisers,
paraplanners and administrators can build
personal relationships with our regional
service teams. Finally, Consumer Duty raises
the bar on customer outcomes for advisers,
platforms and all participants in the industry.
Advice firms need access and control of
their data to fulfil their regulatory obligations.
They also need to ensure that data from the
regulated platforms they select for clients
is passed back accurately and efficiently
to their CRM systems. CURO and Transact
propositions and our overall IHP integrations
strategy are aligned to these trends.
Competitor dynamics
The competitive landscape continues to
evolve. In the advised platform market, our
proprietary technology gives us an advantage.
Many of our competitors use third-party
technology providers which can reduce
flexibility in reacting to emerging market
trends, while also introducing a level of
unreliability. We believe platforms with
proprietary software are in a stronger position,
with full control of their value proposition.
Another emerging trend had been the advent
of the adviser-as-platform propositions
offered by new entrants over the past few
years. Some larger firms have implemented
these models and view Transact as a
complementary proposition on the panel
of platforms that they use. Using a small,
high-quality platform panel helps advisers
to grow client numbers, deliver great service
and realise operational efficiencies. The
adviser CRM market remains dominated
by two incumbent providers. However, many
large advice firms want more control of their
data and deeper integrations with vital Microsoft
tools. CURO Power Platform meets the
needs of these large advice firms and user
numbers are growing.
Market outlook
The financial advice and adviser platform
markets continue to grow. Fundscape, an
independent specialist research firm, expects
the adviser platform market to grow at 12%
per annum from £806 billion at the end of
2025 to £1,452 billion in five years’ time.
These growth rates are underpinned by
structural growth drivers such as the shift
from the UK government (state pension) and
employers (defined benefit) to individuals.
We are also seeing growing demand for
advice and adviser platforms following the
announcements in the UK Budgets in 2024
and 2025. These changes have encouraged
more customers to seek financial advice
particularly related to inheritance tax planning.
Finally, we are seeing Financial Conduct
Authority (FCA) Consumer Duty regulations
put more pressure on the industry to reduce
transfer times between providers. This will
accelerate the migration of legacy products
and provider assets onto high-quality,
customer-centric platforms.
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Other information
23%
Transact share of adviser
platform market net inflows
£72.4bn
FUD as at 30 September 2025
Proprietary
technology
Transact is the largest
UK adviser platform that is
entirely proprietary
Figure 1: Growth opportunity for UK platforms
UK platform market by FUD
UK investable assets that
over time could move to
UK platforms c.£2.4tn
UK platform
market c.£1.3tn
UK adviser
platform c.£755.9bn
Transact FY25
FUD £74.2bn
Figure 2: Fundscape growth projections for UK adviser platform assets
Figure 3: Transact share of UK adviser platform inflows
£2,500bn
£2,000bn
£1,500bn
£1,000bn
£500bn
£0bn
29%
26%
23%
20%
17%
14%
11%
8%
5%
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Historical
Pessimistic
Realistic
Optimistic
CAGR 11% 2018–2024
2025–2030 CAGR
20%
12%
8%
“I have used
Transact for over
ten years and in
that time the
enhancements
have been very
welcomed...
using Transact
is so easy.”
Transact client
FY21
FY22
FY23
FY24
FY25
Market share gross inflows
Market share new flows
13.0%
9.8%
15.7%
10.1%
21.9%
10.2%
25.8%
10.3%
23.2%
10.8%
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Business model
Unlocking value
through
integration
Our business model provides superior solutions that
enhance outcomes for clients and financial advice firms.
Our two propositions, Transact (adviser platform) and
CURO (advice firm CRM system), integrate fully across the
advice firm software ecosystem. The integrations being
built between Transact and CURO also offer a compelling
joint proposition for advice firms that use both propositions.
“We remain very pleased with the services you provide
and look forward to future developments and working
alongside Transact.”
Financial advice firm
Making financial planning
easier
for clients and their UK
financial advisers
IHP controls the development roadmap for
both Transact and CURO, making financial
planning easier for clients and UK advice firms.
The UK advice firm ecosystem including Transact and CURO
Through the development of APIs, the Group enables its technology propositions to interface with other key industry tools. This serves to
increase the efficiencies available to advice firms while maintaining a high degree of versatility and interoperability for the Group’s technology.
Advice firm software tools
Advice firm software tools
Other adviser
platforms
Platforms
Other advice
firm back-office
systems
Back-office
systems
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Other information
How CURO generates revenue
Adviser back-office technology
3%
Licence income based on a fixed monthly charge per number of
licence users, comprising 91% of total T4A revenue. Consultancy
income is charged based on the services provided.
3,395
CURO licence users
Personal
service
l
A service model that makes
it easy for advice firms to
build long-term relationships
with our people.
l
The capacity and capability to
understand advisers and tailor
our services to their needs.
l
Ongoing investment in
technology to enable our
people and empower clients
and advisers.
l
Access to experienced
technical resources to assist
with complex planning
queries from advisers.
Digital and
integrations
l
A vision of a much more
integrated technology
ecosystem for advisers.
l
An intuitive digital experience
which reduces re-keying and
errors for advisers.
l
An approach to client
consent which protects
and empowers advisers.
l
Proprietary software enables
continuous website and
API improvements.
Responsible
pricing
l
A business model that treats
both new and longstanding
customers fairly.
l
A pricing model that shares
scale and efficiency benefits
with our clients.
l
A desire to review and simplify
our pricing.
l
An approach which
enables inter-generational
financial planning.
Consumer
Duty aligned
l
A proposition leader which
continues to innovate and
stay ahead of new entrants.
l
An approach to cash interest
which is fair and transparent.
l
A service model which looks
beyond averages to individual
client outcomes.
How Transact generates revenue
Annual platform charge
88%
Based on a fixed percentage applied to the value of a client’s
portfolio each month. Through account linking, family members
can benefit from lower charges, with all family portfolios being
treated as a single account for charging purposes.
Wrapper fee income
8%
Based on a fixed quarterly charge for certain wrappers.
Other revenue
<1%
Primarily stockbroker dealing charges
that are passed on to clients.
Clients
246,191
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Strategy
Our strategy
continues
to deliver
growth
The Group’s purpose is to make
financial planning easier for clients
and financial advisers.
Our strategy is to deliver leading financial
adviser software, personal service and value
for money. As a result, our strategy has
three strategic pillars: leading functionality,
leading service and value for money.
Successful delivery of the strategy leads
to a sustainable business allied with
positive financial outcomes, including higher
earnings, a strong balance sheet and high
cash generation.
Key to principal risks
1
Competition
6
People
2
Market
7
Resilience
3
Capital
8
Information security
4
Liquidity
9
Regulatory
5
Service standard failure
10
Financial crime
Leading functionality
The Transact investment platform leads the market on
wrapper choice, client reporting, retirement income functionality
and investment choice for advisers and clients. We are focusing
on enabling adviser firm efficiency through continuous
investment in digitalisation and developing integrations with
adviser tools.
The CURO back-office advice firm technology is designed and
built to support advice firms with the entire advice process,
with the latest version built on Microsoft technology.
FY25 progress
l
Investment platform:
—
Account opening API enabling pre-population of data
from CRM systems into Transact illustrations and
application forms.
—
New functionality making model portfolio re-balancing
more efficient for advisers and discretionary managers.
l
Back-office technology:
—
Release of CURO PP offering native two-way integrations
with Microsoft Office, Outlook, Teams and Co-pilot.
—
Release of CURO PP giving advice firms unique access
and control of their data.
KPIs
l
Average daily FUD
l
Net inflows
l
Number of platform clients
l
CURO licences
FY26 plans
l
Investment platform:
—
Digitalisation of account opening process for
our leading bond and trust propositions.
—
Development of further APIs, providing advisers
with superior functionality and efficiency in the
areas of deposits, payments and data re-keying.
l
Back-office technology:
—
CURO PP will offer advice firms market-leading
integrations for platforms and advice firm software
across an expanding list of key technologies.
Principal risks
1
6
10
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Other information
Leading service
Our regional service model helps advisers and their support
teams to build long-term relationships with our operational
staff. This helps us to be more responsive, take more
ownership and solve problems faster than other platforms.
FY25 progress
l
Investment platform:
—
Implementing specialist operational support in our
regional teams for bond and trust cases.
—
Broader and more personal live chat services for
adviser queries.
l
Back-office technology:
—
Further improvements to CURO PP support
and responsiveness.
KPIs
l
Platform client retention rate
FY26 plans
l
Investment platform:
—
Embedding our specialists to work more effectively
with regional teams.
l
Back-office technology:
—
Enhancing and accelerating the migration process for
existing CURO3 clients and new clients to CURO PP.
—
Improvements to the CURO service model.
Principal risks
1
5
6
7
8
9
10
Value for money
We are competitive on price and lead on value for money,
particularly with the inclusion of interest on client cash where
we have always passed on 100% of interest earned to clients.
Advisers value the sustainability of our pricing, our profitability
and our financial strength. This helps to differentiate us from
unprofitable new entrants as well as many incumbent platforms.
FY25 progress
l
Investment platform:
—
Simplified fees to charge only one pension wrapper
fee per pension type in family linked portfolios.
—
Reduced the charges to our non-advised clients.
—
Maintaining our approach of passing all interest earned
on client cash balances to the client instead of taking
a percentage of this interest.
l
Back-office technology:
—
Competitive pricing structure for CURO PP with
more advice firm control over hosting costs in their
own environment.
KPIs
l
Revenue
l
Platform revenue margin
l
PBT margin
l
Profit before tax
l
EPS
FY26 plans
l
Investment platform:
—
Maintaining our holistic approach to competitive pricing.
—
Delivering operational efficiencies to advisers
through technology.
l
Back-office technology:
—
Further increasing advice firm control over hosting
costs in their own environment and greater efficiencies
through experience with Microsoft Cloud.
Principal risks
1
2
3
4
9
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Key performance indicators
Tracking
performance
Our operational and financial KPIs measure the performance of our
business against our strategic objectives. Performance of these KPIs
over the last three financial years is presented in the following charts.
Average daily FUD*
£67.9bn (+14%)
Why this is a KPI
l
The value of cash and assets that are held on
the platform.
l
Primary driver of the Group’s revenue as it is the basis
of the ad valorem annual charge.
2025 performance
Increased £8.3 billion (14%) during the year, driven by
full-year market movements of £5.7 billion and net
inflows of £4.4 billion.
Strategic pillars
Net inflows*
£4.4bn (+76%)
Why this is a KPI
l
The value of cash and assets that are transferred or
deposited onto the platform less the value of cash and
assets transferred out or withdrawn from the platform.
l
A core component of FUD growth and also
demonstrates the ongoing appeal of the platform from
advisers and clients and the Group’s ability to continue
to grow organically.
2025 performance
Net inflows of £4.4 billion which equated to 7% of
opening FUD. The strength of the platform proposition
encouraged greater net inflows onto the platform,
supported by an improving macroeconomic environment.
Strategic pillars
Platform clients*
246,191 (+5%)
Why this is a KPI
l
The number of fee-paying clients with funds on the
platform at period end.
l
An indicator of ongoing appeal of the platform
proposition and a key driver of FUD growth and wrapper
fee growth.
2025 performance
The number of clients on the platform has increased by
11k from the previous year. This is a 5% increase, more
than double the increase seen last year and indicative of
the continued strength of the proposition.
Strategic pillars
Platform client
retention*
95% (+1ppt)
Why this is a KPI
l
The number of clients that have left the platform during
the period divided by the number on the platform at the
start of the period.
l
An important measure of client satisfaction. It is also a
driver of ongoing revenue, and we attribute our strong
client retention levels to satisfaction with our service
and offering.
2025 performance
Client retention rose to 95%. This improvement reflects
the platform’s quality and our ongoing focus on
improving our service.
Strategic pillars
CURO licence users*
3,395 (+10%)
Why this is a KPI
l
Number of paying subscribers to the CURO software at
the period end.
l
Directly correlated to back-office revenue and
market penetration.
2025 performance
CURO licences rose by 10% to 3,395. The strategic focus
has been on moving existing clients to the new CURO PP,
with steady increases to the total licence count being
achieved alongside this progress.
Strategic pillars
Operational
£59.6bn
£53.6bn
2025
2024
2023
£67.9bn
*
Our KPIs include alternative performance measures (APMs) which are indicated with an asterisk. APMs are financial measures which are not defined by IFRS.
2025
2024
£2.5bn
£4.4bn
£2.7bn
2023
2025
2024
234,998
246,191
230,294
2023
2025
2024
94%
95%
95%
2023
2025
2024
3,098
3,395
2,752
2023
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Corporate governance
Financial statements
Other information
Revenue
£156.8m (+8%)
Why this is a KPI
l
Total income generated from the Group’s activities,
including investment platform annual (ad valorem)
charge, periodic wrapper fees, other income and
software licence income.
l
A core measure of financial growth of the Group.
2025 performance
Revenue grew by 8% in the year due to the improving
annual charge income as a result of higher average FUD,
which more than offset changes to pension wrapper fees
and non-advised client charges.
Strategic pillars
Platform revenue
margin*
22.4bps (-5%)
Why this is a KPI
l
Total platform revenue measured as a percentage of
the average FUD during the year.
l
Demonstrates our approach of investing in pricing
where it will lead to growth in client numbers, assets,
and platform revenue.
2025 performance
Reduction to 22.4bps during the year, driven by changes
to pension wrapper fees and a reduction in non-advised
client charges, as well as FUD moving into lower
charging bands.
Strategic pillars
PBT
£69.1m (0%)
Why this is a KPI
l
Statutory profit generated by the Group before
corporation tax.
l
A measure of financial performance of the Group and
demonstration of the ability to invest in the business,
pay dividends and add to the capital base.
2025 performance
PBT was broadly flat with higher total expenses, including
non-underlying expenses in relation to the impairment of
T4A goodwill, offset by an increase in revenue and a
one-off net gain attributable to policyholder returns.
Strategic pillars
PBT margin*
44% (-4ppts)
Why this is a KPI
l
PBT expressed as a percentage of revenue.
l
A measurement of the operating efficiency of the
Group’s business.
2025 performance
The PBT margin declined by 4ppts, due to the one-off
impact of impairment costs relating to T4A goodwill
and intangible assets.
Strategic pillars
EPS
15.5p (-1%)
Why this is a KPI
l
Profit after tax divided by number of shares in issue
at period end.
l
A measure of value being generated for our shareholders.
2025 performance
PAT was down due to an increase in the effective tax
rate, resulting in a decline in reported EPS.
Strategic pillars
2025
2024
£144.9m
£156.8m
£134.9m
2023
2025
2024
23.5bps
22.4bps
24.3bps
2023
2025
2024
£68.9m
£69.1m
£62.6m
2023
2025
2024
15.7p
15.5p
15.1p
2023
2025
2024
48%
44%
46%
2023
Financial
Strategic pillars
Leading functionality
Leading service
Value for money
See Strategy on pages 12 and 13
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Stakeholder engagement
How we
engaged
(a)
the likely consequences of any decision in the long term;
(b)
the interests of the Company’s employees;
(c)
the need to foster the Company’s business relationships
with suppliers, clients and others;
(d)
the impact of the Company’s operations on the
community and the environment;
(e)
the desirability of the Company maintaining a reputation for high
standards of business conduct; and
(f)
the need to act fairly between members of the Company.
See the Section 172 Statement on pages 20 and 21
Considering stakeholders
The board’s role in promoting the long-term success of the Group
requires consideration of the balance of interests between all stakeholders,
those being our clients and advisers, employees, regulators, shareholders,
suppliers and the community. Details of how the board has delivered
its responsibilities under s.172(1) of the Act during the financial year
are outlined on pages 20 and 21. In addition, our s.172 Statement
outlines how the board has considered stakeholders in its principal
decision-making processes.
The following table supports our s.172 Statement by setting out how
we have engaged and considered our key stakeholders during the
year, the outcomes and any highlights of such efforts.
S.172 of the Companies Act (the ‘Act’) requires each director to act in the way they consider,
in good faith, would be most likely to promote the success of the Company for the benefit of
its members as a whole, and in doing so have regard (amongst other matters) to:
Our clients and advisers
How we engage and consider our stakeholders
Outcomes and highlights
Transact
l
Speaking/presenting to advisers and paraplanners at “Connect
Day” regional “breakfast briefing” events, and other conferences
across the UK. We host a range of roundtables in our London
office for advisers. We have also launched a range of podcasts
for advisers.
l
Soliciting feedback from clients and advisers on common
development requests, through annual surveys and regular
interaction to tailor and enhance our services and functionality.
l
Monthly newsletter to adviser firms to provide updates and
support on our platform offering.
l
Team of Business Development Managers and Adviser Support
Managers covering all the UK and meeting advisers face to face
and virtually.
l
Asking our clients and advisers how we can support them in
making sustainable and responsible investment choices.
Transact
l
Continual review of our products and pricing.
l
Implemented feedback from clients, advisers and firms into
our development roadmap. Changes implemented include:
—
reduction in paperwork – continued digitalisation of the
platform (a key development this year was pension income
functionality and improving transfers for the GIA wrapper);
—
launch of additional APIs – to improve integration between
the platform and adviser back-office systems/client portals;
—
introduction of client consent via playback for specific
platform processes; and
—
implementation of a bulk re-balance re-attempt process
following feedback from advisers and DIMs.
l
Considered what additional information and functionality we can
provide that will support our clients and advisers for whom
responsible investing is important.
T4A
l
Online training sessions and client group forums ensure that
clients increase their understanding and use of the full
capabilities of CURO software technology.
l
One-to-one and group forums between CURO and clients help
inform the priorities for CURO development and third-party
software integrations.
l
Implementation and data transfer teams ensure that CURO
onboarding service delivery is planned and effectively delivered
to clients for efficient onboarding of new firms.
Note: T4A’s clients are financial advice firms, rather than financial
advisers specifically.
T4A
l
Client feedback helps T4A to continually improve the training and
information it provides to clients on the full range of functionality
that CURO can provide.
l
Client feedback enables targeted iteration and enhancement
of software functionality, reporting and the overall proposition.
l
Clients are supported to extend specific elements of CURO
software to best support the processes, services and reporting
of these advice firms.
l
Client influence on product providers and platforms also helps
drive up the availability to CURO of data feeds from these
external parties such as valuations, account opening and
transactional data.
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Financial statements
Other information
Our employees
How we engage and consider our stakeholders
Outcomes and highlights
l
Employee engagement and pulse surveys.
l
In-person town halls led by executive directors showcasing
Group performance and delivering a business update.
l
Non-executive director meet and greet session with employees.
l
“Manager Converse” sessions with the non-executive directors
are held during the year to give the non-executive directors a
deeper understanding of the Group and generate interaction
with managers beyond the executive.
l
“Monthly Wrap” Transact newsletters and bi-annual Group CEO
email updates are distributed to employees.
l
Office Move Champion network to engage and support our
employees through the move to Gresham Street.
l
We completed our Women in Leadership mentoring programme
at the London office.
l
Menopause, mental health and LGBTQ+ forums have continued.
l
We are continuing to evolve our diversity, equity and inclusion
strategy, policy and framework for the Group.
l
Employee participation in the 2025 employee survey was 74%
and feedback indicates continued satisfaction with inclusivity,
trust and confidence in leadership and communication.
l
All people managers completed the performance management
training programme.
l
The London office held various initiatives to promote Black
History Month, Mental Health Awareness Week, International
Women’s Day and Pride Month.
Our regulators
How we engage and consider our stakeholders
Outcomes and highlights
l
Regular and proactive interaction with the relevant Group
regulators (FCA, Prudential Regulation Authority (PRA) and Isle
of Man Financial Services Authority (IoM FSA)).
l
We consider the impact of regulatory guidance and expectations
from publications such as:
—
The Dear CEO letter for self-invested personal pension (SIPP)
operators published by the FCA in November 2024; and its
strategy for 2025–2030 published in April 2025.
—
The PRA’s supervisory priorities for insurers published in
January 2025; and its business plan published in April 2025.
—
The IoM FSA’s Strategic Plans for 2024–2027, published in
October 2024. based around three pillars of supervisory
methodology, data use and people development.
—
In July 2025, the IoM FSA issued a Guidance Note on
Managing the Financial Risks of Climate Change and Nature
Loss. Gill Marples, IntegraLife International Limited’s (ILInt)
CEO, sits on the executive committee of the IoM Insurance
Association and the board of the IoM Finance Agency.
Both bodies meet regularly with the IoM FSA.
l
The IFAL CEO meets with the FCA on a regular basis (including
through industry associations such as the UK Platform Group
and the Platforms Association).
l
The IFAL CEO has led “teach-ins” about the transfers process
and integrations with adviser technology and APIs.
l
The IntegraLife UK (ILUK) CEO attended the Bank of England
conference for small insurers.
l
Both IFAL and ILUK respond to regulatory information requests
and participate in multi-firm reviews as required.
l
The IHP CEO provided regular updates at the IHP board and IHP
Audit and Risk Committee (ARC) meetings on important
regulatory topics.
l
The boards and ARCs of IFAL and ILUK are regularly briefed on
regulatory developments and expectations, including areas of
interest to the FCA and PRA. This has included Consumer Duty
(including treatment of vulnerable customers), financial crime,
operational resilience and transfers.
l
All staff, UK executives and non-executive directors completed
Consumer Duty training in June 2025. Non-executive directors
participated in, and contributed to, a session on the development
of the Group’s climate change strategy.
l
The subsidiary boards escalate regulatory issues to the
IHP board.
l
Led by the CEO, IFAL is working more proactively in its
relationship with the regulator.
l
The ILInt board and ARC are regularly briefed on regulatory
developments, expectations and areas of interest to the IoM
FSA. This has included financial crime, the treatment of
suspended assets and cash transaction accounts and
policyholder protection.
l
We had positive engagement with the FCA about IFAL’s
Consumer Duty board report.
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Stakeholder engagement
continued
Our shareholders
How we engage and consider our stakeholders
Outcomes and highlights
l
External shareholder roadshows hosted by the CEO and CFO
for half-year and full-year results.
l
Ad hoc meetings with shareholders after trading updates
to the market.
l
In-person Annual General Meeting at our London headquarters
with the Chair and all non-executive directors in attendance to
take questions from shareholders.
l
Proactive consultation by the board’s Chair and the Company
Secretary with major shareholders on governance matters.
l
Presented our half-year and full-year results to analysts and
investors in a live-streamed briefing by IHP’s CEO and CFO,
including a live Q&A.
l
Delivered a programme of investor relations video and
face-to-face meetings with potential investors from the US,
the UK, Europe, South Africa, Canada and Australia.
l
The CEO, CFO and Investor Relations Director met with sales
teams at investment banks and broker firms.
l
Regular and ad hoc meetings are held with sell side
equity analysts.
l
The Chair and Company Secretary met with the governance
teams at major institutional investors to share thoughts
on a range of topics including ESG, succession planning
and remuneration.
l
IHP’s CEO, CFO and Investor Relations Director have attended
a range of investor conferences in the UK to meet existing and
potential investors.
l
Feedback gathered from face-to-face meetings with major
shareholders has, in part, contributed to the following outcomes:
—
considered shareholder feedback when designing our new
Remuneration Policy, resulting in all resolutions receiving
above 92% support in the 2024 AGM;
—
increased the clarity of communication on key strategic
topics and evolution of the Group’s business model, to
ensure that areas of shareholder interest have been
effectively addressed; and
—
undertook a refresh of the IHP website with the support
of an external design consultancy, to be launched in 2026.
l
Raised the profile of IHP’s investment case and helped
communicate this to UK and overseas investors, enabling a
broadening of the shareholder base and attracting new holders.
l
Improved investors’ and analysts’ understanding of IHP’s
business model and strategy. In turn, this enhanced the
relevance and accuracy of their research coverage, which
helped communicate Group performance to our shareholders
in a clearer format and displayed data in a more legible way.
l
Increased investor outreach and targeting, including
international roadshows for the CFO and Investor Relations
Director to Dublin (completed) and to the USA (planned for 2026).
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Other information
Our suppliers
How we engage and consider our stakeholders
Outcomes and highlights
l
We do not seek to disadvantage or compromise suppliers with
which we conduct business, in line with one of our core
principles of ethical behaviour.
l
We continue to enhance our due diligence regarding cyber
security and business resilience. The Supplier Management and
Operational Resilience functions work together to ensure all
supplier testing is recorded and stored accurately.
l
We are focusing on our sustainability strategy and are
collaborating with suppliers to obtain key information.
l
We remain focused on the correct onboarding of all new
suppliers, ensuring correct due diligence and contract reviews
are carried out.
l
Information is shared with management and board
committees where appropriate, in order to provide assurance
regarding supplier selection and management of external
and intra-group suppliers.
l
We are fully committed to the prevention of fraud. We maintain
robust processes to identify, assess and mitigate fraud risks
across our suppliers, in line with our ethical standards and
regulatory obligations.
l
A sample of suppliers were asked about what ESG issues they
considered to be material to the Group.
l
We undertake health checks on suppliers, highlighting areas that
need more information or where specific information is missing,
giving the business full transparency of all suppliers.
l
We require annual cyber attestations to be completed by
our significant and material suppliers.
l
We continue to focus on our business continuity plan and
developing clear exit strategies for material outsourcing
suppliers and significant suppliers.
l
We are obtaining data and information from suppliers regarding
carbon emissions, reduction targets and sustainability reporting.
l
We endeavour to pay all suppliers within agreed payment terms.
l
We work with suppliers to ensure no modern slavery or enforced
labour exists in the supply chain. We include specific clauses in
supplier contracts that their employees must be paid National
Minimum Wage.
l
We ensure suppliers provide relevant fraud prevention
information and attest to measures where required.
l
The material ESG issues identified were included in the 2024
materiality assessment. This underpinned the development of
the Group’s Responsible Business Strategy.
Our communities
How we engage and consider our stakeholders
Outcomes and highlights
l
We provide staff with an opportunity to be involved in
Company-led charity initiatives and consider feedback
on charity suggestions.
l
The Designated Non-Executive Director for ESS is supporting the
board and management in developing the Group’s social strategy.
l
We continued our partnership with the 10,000 Black Interns
programme and welcomed six interns to our London office in
summer 2025.
l
We partnered with Kingston University and will be providing its
finance students from underprivileged backgrounds with the
opportunity to complete work experience early next year.
l
We made a £1,000 donation to Mind after our employees
completed a “community” challenge for Mental Health
Awareness Week.
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Section 172 statement
Our
approach
Section 172(1)
The board’s aim is to generate long-term
value for the Company’s shareholders whilst
building strong and enduring relationships
with the Group’s other key stakeholders and
thereby contributing to wider society.
Understanding the views and interests of
such stakeholders helps the board make
responsible and balanced decisions. The key
stakeholders are listed on pages 16 to 19 of
the Strategic Report.
Long-term consequences
of decisions
The strategic objectives or the Group are set
out on pages 12 and 13. Included in these are
the implementation of the strategy and a
forward-looking assessment of the risks
to delivery. Clear, sustainable, long-term
objectives underpin the board’s decisions
on the future direction of the business,
investment and stakeholder value.
Meeting strategic objectives supports the
sustained and increased success of the
business and allows the directors to take
decisions that share the Group’s success
with its key stakeholders.
Interests of our employees
Our people are at the heart of the high-quality
service we deliver to our clients and advisers.
The business’s long-term, sustainable
success therefore rests on our employees’
wellbeing. The Responsible Business section
of this report on pages 22 to 33 gives details
of employee wellbeing and the Group’s
culture. The Group’s approach to remuneration
is intended to provide equitable remuneration
at all levels and deliver value to employees.
Fostering business relationships
The business is focused on delivering
high-quality service to clients and advisers
through investment in our infrastructure and
our people. An integral element of the service
is our emphasis on the management of our
relationship with clients and advisers. Details
of the business model and strategic objectives
may be found on pages 10 to 13.
The importance of ensuring that we can
continue to meet the needs of our clients and
advisers effectively puts a premium of fostering
good relations with our suppliers. We engage
regularly with suppliers throughout the term
of engagement, which helps to embed good
supplier management processes. It is also our
aim to pay suppliers within payment terms
and not seek to disadvantage or compromise
them in any way.
High standards of business conduct
It is both a corporate and an ethical responsibility
to minimise the impact of the conduct of the
Group’s business on the environment and the
community; the board considers this during
its principal decision-making processes.
Pages 34 to 40 contain the Task Force on
Climate-related Financial Disclosures (TCFD)
section, which details the impact of our
operations on the environment. The Responsible
Business section on pages 22 to 33 outlines
the community activities we have undertaken
during the year.
High standards of business conduct
embedded and sustained across time
underpin the Group’s reputation and are
essential for the business’s ability to grow
and thrive. A culture that encourages
employees to conduct themselves with
integrity and to “do the right thing”, in line with
the Group’s values, is actively championed by
the CEO with the support of the board.
Group-wide policies cover employee conduct.
These are covered in detail in the Being a
Responsible Employer section on page 30.
The business is regulated by three separate
regulators, as detailed on page 17. The board
recognises that fostering strong, open and
productive relationships with each of these
is essential for the success of the business.
Acting fairly between shareholders
Information is made available to all shareholders
in a consistent manner. The Chair and CEO
lead the regular engagement with the largest
shareholders and investor relations feedback
is shared with the entire board.
Measuring performance
against strategic objectives
At each board meeting performance against
strategy, objectives, business plans and
budgets is reported on and considered. While
the Audit and Risk Committee gives detailed
attention to the Company’s operations, the
board retains oversight and ensures the
Company fulfils its business objectives.
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Principal decisions and consideration of stakeholder interests
The table below summarises how the board and the wider Group have had regard to the duties under section 172(1) when considering specific
matters during the year.
Principal decision
Stakeholders impacted
Our considerations
Price reductions
for the Transact
investment platform
Clients and advisers
Shareholders
Regulators
In December 2024, the IHP board again considered the impact of price reductions
approved by IFAL, ILUK and ILInt for Transact, which included a wrapper fee
reduction designed to strengthen the strategically important inter-generational
planning proposition. As part of this process, the impacts on Company profitability
and, therefore, shareholder value, were assessed. This decision was in line with the
Group’s strategic objectives of considering price changes where it would lead to
a meaningful return on investment through inflows and client growth. The price
change is expected to attract new flows to Transact as the new model which
ultimately supports the long-term sustainability of the business.
A capital and liquidity risk assessment was undertaken to ensure the Group’s
regulated entities continue to have sufficient capital to cover their respective
solvency and liquidity risk appetites.
Responsible
Business Strategy
Clients and advisers
Employees
Shareholders
Regulators
Communities
Suppliers
When developing the Group’s first Responsible Business Strategy, the sustainability
issues considered material by both the Group and our key stakeholders were
identified. Initiatives to address the issues deemed to be the highest priority were
included in the Responsible Business programme of work, and progress on their
delivery will be tracked and monitored by the board.
Move to a new London
office location
Employees
Shareholders
Communities
In September 2025, the Group moved from its previous offices to a new, more
modern location which provides a positive working space for our people, reflects
changes in our working patterns and helps to support our sustainability agenda
and carbon emission reduction target, with a more energy-efficient office.
Implementation of new
Remuneration Policy
Clients and advisers
Shareholders
Employees
Regulators
Following engagement with our shareholders in 2024, a revised Remuneration
Policy was formulated and approved at the AGM in February 2025. Please see
pages 70 to 84 for the full Directors’ Remuneration Report.
We believe our approach to performance measurement supports appropriate
consideration of risk management, a long-term view of the business based on
sustainable growth and the Company’s strategic objectives, and is designed to
be responsible, inclusive and aligned with stakeholder interests.
Progress on the
digitalisation pathway
Clients and advisers
Employees
Shareholders
Suppliers
Digitalisation continues to be a strategic priority, with Pension Drawdown, Family
linking, and Bond applications being key projects of note this year. Digitalisation
enables clients to self-serve, improving the end-to-end process of them, and it
delivers efficiencies to employees reduced administration.
We believe our approach to digitalisation delivers value to all stakeholders.
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Responsible business
Making financial planning
easier,
responsibly
IHP is committed to conducting business in
a responsible manner, striving to minimise
our environmental footprint and contributing
positively towards long-term sustainable
outcomes for our stakeholders.
Our Group values are centred around doing the right thing, and not
just for our customers and advisers, but also our employees, shareholders,
suppliers and the wider community. Therefore, our Sustainability
Forum has focused its efforts this year on developing a Responsible
Business Strategy that is based on the material sustainability issues
that were identified, assessed and reported in FY24. The material
topics can be seen opposite.
Materiality approach to sustainability
In 2024, following the 2020 GRI Standard requirements, we conducted an
exercise to understand our material issues so we could identify where to
focus our activities to further embrace being a responsible business.
This involved engaging internal and external stakeholders, such as
employees, suppliers and investors, and, from multiple perspectives,
reviewing a broad range of issues, current and future trends, current
known and unknown responsibilities, and impacts on and from
the business.
This created the materiality matrix published in the FY24 Annual
Report and Accounts. The material topics, shown in the matrix to
the right, underpin the development of our Responsible Business
Strategy, developed over FY25.
We will refresh our materiality assessment, at a minimum, every three
years to ensure that it continues to reflect the priority issues for both
the Group and its stakeholders.
Environment related
1
Energy and decarbonisation
2
Managing our environmental
performance
3
Climate change
4
Sustainable supply chain
managemen
t
Society and people related
5
Diversity, equity and inclusion
6
Skills development
7
Talent acquisition and retention
8
Health and safety, wellbeing
9
Staff engagement and culture
Governance related
10
Corporate purpose
11
Business strategy
12
Corporate ethics, values
and behaviours
13
Board leadership
14
Group and ESG governance
15
Responsible communication
and market engagement
16
Stakeholder management
and communities
17
Product governance and
digitalisation
18
Responsible risk management
19
Client responsibility
Importance to IntegraFin
Importance to stakeholders
Medium
Medium
High
High
16
4
17
19
2
3
7
8
6
15
1
9
14
13
12
5
18
11
10
IntegraFin material sustainability issues
“I’m delighted to launch our
first Group-wide Responsible
Business Strategy that reflects
our ambition and vision to
do the right thing by all our
key stakeholders.”
Alexander Scott
Chief Executive Officer
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Why did you develop a Responsible
Business Strategy?
We embrace being a responsible business; this is the right thing to do.
It also supports our corporate strategy by ensuring we’re addressing
the needs of our clients and advisers, supporting the development
of our staff and further enhancing our systems of risk management
and governance for the benefit of all our stakeholders.
Discussing and determining our strategy has and will continue to
enable us to focus our efforts in a directed way within our agreed
governance framework.
How was the strategy developed?
The Sustainability Forum worked with a third-party consultancy
firm which supported us with the process of developing a strategy
but also challenged us in terms of our scope and our ambition.
We went through four stages:
1. Identifying the material and priority environmental, social and
governance (ESG) issues to be addressed, and assessing how
these are currently managed versus how they should be managed.
2. Determining the current and desired levels of maturity and ambition
for our strategy.
3. Developing the strategy framework comprising three levels: our
vision for being a responsible business, objectives to achieve over
the three-year period and initiatives that will help us deliver our
vision and objectives.
4. Drafting detailed plans for each of the initiatives including
milestones for delivery.
Q
A
+
on the development of the Responsible Business
Strategy with Emma Vernon, Chief Risk Officer
and senior lead on sustainability issues.
“We embrace being a
responsible business;
this is the right thing to do.
It also supports our corporate
strategy by ensuring we’re
addressing the needs of
our clients and advisers.”
Emma Vernon
Chief Risk Officer and senior lead on sustainability issues
Our responsible business priorities
Delivering responsible
outcomes for clients
Being a responsible
employer
Being a responsible
operator
Looking to the future
Building responsible
foundations
How are you implementing the strategy?
The initiatives developed in stage four are each owned by different
members of the Sustainability Forum who provide monthly updates
on their progress at Forum meetings. The status of the programme
delivery against milestones is reported quarterly to the IHP ARC/board.
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Delivering responsible outcomes for clients
Who it impacts:
Clients and advisers
Being a responsible employer
Who it impacts:
Employees
Being a responsible operator
Who it impacts:
The environment, employees, suppliers, local and wider community
Responsible business dashboard
Responsible business
continued
Why it is important
“Doing the right thing” by
clients for us means acting
with integrity when delivering
our services and protecting
client interests. This will
ultimately lead to a growing
and satisfied client base with
a strong retention rate.
Material issues and UN SDGs
1
l
Client responsibility
l
Product governance
and digitalisation
FY25 progress
l
Improved the efficiency of
our processes by continuing
to remove paper forms
l
Developed and enhanced
our vulnerable client policies
and procedures
l
Set up a dedicated team for our
small cohort of non-advised clients
Future priorities
l
Collaborating with sustainability
focused clients/advisers
l
System development to better
facilitate inter-generational
planning
l
Enhancing platform sustainability
information and reporting
Why it is important
Our people are, and have
always been, our top priority.
Maintaining an engaged and
motivated workforce is key
to our success.
Material issues and UN SDGs
1
l
Diversity, equity and
inclusion (DEI)
l
Skills development
l
Talent acquisition and retention
l
Health and safety, wellbeing
l
Staff engagement and culture
FY25 progress
l
Delivered a Group-wide
engagement score of 91%
l
Expanded our performance
management training
for managers
l
Relocated to our new London
office, supported by a culture
and communications team and
Office Move Champions
Future priorities
l
Continue to enhance our
responsible business culture
l
Progress our DEI initiatives
l
Continue to deliver wellbeing
and mental health programmes
l
Support our employees’ career
and personal development
l
Next generation
talent programmes
Why it is important
We embrace the positive
impact we can have by
minimising our environmental
footprint and contributing
positively towards
our community.
Material issues and UN SDGs
1
l
Energy and decarbonisation
l
Managing our
environmental performance
l
Climate change
l
Sustainable supply
chain management
FY25 progress
l
Moved to a more energy-
efficient London office
l
Incorporated Scope 3 data
collection into our supplier
management process
l
Incorporated a sustainability
questionnaire into our supplier
due diligence process
Future priorities
l
Drafting a roadmap to net zero
l
Establishing a
Group-wide community and
volunteering programme
l
Good building management
l
A sustainable supply chain
l
Recruiting and supporting
Responsible Business Champions
Read more on page 27
Read more on pages
28 to 30
Read more on pages
31 and 32
1 UN SDGs are the United Nations’ 17 Sustainable Development Goals.
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Looking to the future
Who it impacts:
Shareholders, regulators
Building responsible foundations
Who it impacts:
Clients and advisers, employees, shareholders, regulators
Why it is important
We need to further develop
and build our skills and
knowledge of responsible
business matters to be able
to respond to current, and
expected future, expectations
and information needs from
our stakeholders.
Material issues and UN SDGs
1
l
Board leadership
l
Responsible communication
and market engagement
l
Group and ESG governa
nce
FY25 progress
l
Scoped a board climate
education and awareness
programme
l
Considered the needs of
our shareholders and the
market with respect to
sustainability information
Future priorities
l
Enhancing our climate
change risk scenario analysis
and management
l
Improving our ESG reporting
and market engagement
l
Preparation for signing up to a
Responsible Business Standard
l
Proactive governance
and compliance
Why it is important
Building responsible
foundations for our business
will help support delivery of
the other strategic priorities.
Material issues and UN SDGs
1
l
Corporate purpose
l
Business strategy
l
Corporate ethics, values
and behaviours
l
Responsible communication
and market engagement
l
Responsible risk management
FY25 progress
l
Continued to develop and
enhance our approach to
cyber security
l
Agreed the principles
of transparency in our
sustainability reporting
l
Set up a responsible
business programme with
an appropriate degree of
oversight by the board
Future priorities
l
Enhancing and embedding
responsible risk management
l
Transparency in our stakeholder
communications
l
Continuing our emphasis
on platform security
and functionality
Read more on page 33
Read more on page 33
1 UN SDGs are the United Nations’ 17 Sustainable Development Goals.
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Responsible business
continued
Governance
The board has overseen progress of the sustainability programme and the development of the Responsible Business Strategy over the course
of the year through quarterly updates and recognises that the Group has both a corporate and ethical responsibility to minimise the impact of
the business on the environment and have a positive impact on society.
IHP board
The board provides leadership, setting the Group strategy, and is accountable for the long-term sustainability of the Group. To ensure
oversight, the board has assigned Victoria Cochrane as Designated Non-Executive Director for Environmental and Social
Sustainability (ESS), and Rita Dhut as Designated Non-Executive Director for Employee Engagement.
Chief Executive Officer
The CEO, in conjunction with the
board, defines the strategy, values
and culture of the Group. The CEO
sets the leadership tone and leads
the senior leadership team in
delivering the Group strategy and
achievement of business targets.
This includes responsibility for
ensuring climate change risks are
embedded into the Group’s
sustainable business plans.
Remuneration Committee
(RemCo)
The RemCo supports executive
accountability by linking deliverables
with remuneration. The Committee
sets Group scorecard metrics,
including targets linked to the
delivery of the Responsible Business
Strategy. When determining
remuneration outcomes, the
Committee assesses the extent
to which these objectives have
been achieved.
Audit and Risk Committee
(ARC)
The ARC is responsible for
oversight of risks to the business
including those arising from
climate-related scenarios. The ARC
has responsibility for monitoring the
quality of reporting of the Group’s
greenhouse gas (GHG) emissions
and future decarbonisation targets
within the TCFD disclosure.
IHP Executive Committee (ExCo)
The IHP ExCo applies the business plans to its business
operations in support of the CEO. It is responsible for
business risk identification, including climate-related change
and scenario risk and opportunities assessments. Other
responsibilities include: embedding actions into its
business plans; supporting emissions data gathering;
and delivering against set targets.
Sustainability Forum
The Sustainability Forum, a cross-departmental working
group comprising members of the management team from
across the Group, continues to support the CEO and
Executive Committee team in delivering the wider Group
responsible business plans and initiatives and embedding
a climate-aware Group culture.
Chief Financial Officer
Senior management function holder responsible for identifying and managing financial risks from climate change, as per the requirements
of the PRA’s Supervisory Statement SS3/19.
Chief Risk Officer
Senior leadership figure responsible for delivering the sustainability agenda, as set by the IHP board.
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Our business model puts our clients at the
heart of everything we do.
Our Transact and CURO platforms focus on continuous improvements
to making portfolio administration even more efficient so that
our advisers can concentrate on helping their clients reach their
financial goals.
We value and nurture our relationships with advisers and offer
personal, flexible support to meet their and their clients’ needs
as effectively as possible.
Progress in FY25:
l
We passed on all cash interest earned on client money back
to clients as we always have done and will continue to do.
l
Our digitalisation and integrations enhancements have
created efficiencies for advisers and by removing the need
to rekey information we have minimised the risks of errors.
l
We reinforced Transact’s position as the platform of choice
for families and for intergenerational financial planning by
simplifying and reducing charges for linked family groups.
—
This was our 18th price reduction in 17 years in line
with our corporate strategy to deliver value for money
for our clients.
l
We ran a focus group of our clients to test whether our key
communications are easy to understand and to obtain
feedback on potential improvements.
l
Our new live chat and co-browse functionality allow
real-time digital support.
l
We circulate regular fraud awareness leaflets to clients
which cover recent fraud trends identified by our financial
crime compliance team and provide links to resources for
further reading.
Short-term priorities
l
Reduction of paper-based communications, where
it is appropriate to do so.
l
Working collaboratively with our sustainability-
focused advisers.
l
Supporting inter-generational planning needs through
technical support and platform enhancements.
Delivering responsible
outcomes for clients
How we are embedding the strategy
in our operations
Our sales support team liaises with clients and advisers to consider
how we can support and meet their sustainability expectations.
Our system and service development team considers the needs
of all our clients before introducing new functionality or processes,
such as how these changes will impact vulnerable clients and
non-advised clients.
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Responsible business
continued
How we are embedding the strategy
in our operations
Our HR team conducts annual employee engagement surveys which
enable us to measure the progress we have made, see what we are
doing well and identify further opportunities for improvement.
Our Training team has delivered performance management training
for managers, mental health training and a suite of regulatory training
to ensure our employees are competent to deliver the best service
to our customers.
People engagement
Engagement survey
The ongoing engagement of our employees is of primary importance
as we know that they are at the centre of our success. We held our
fourth annual Group engagement survey this year, which enabled us
to measure the progress we have made, see what we are doing well
and identify further opportunities for improvement.
We are delighted to report our Group-wide engagement score of 91%.
We’ve seen positive increases in the scores of most questions compared
to the 2024 results and we’ve scored higher or equal in all questions
compared to the external benchmark.
The survey comprised ten sections this year: role, training and development
,
leadership, reward and recognition, wellbeing, inclusion, communication,
our customers, our Company and sustainability.
The highest engagement scores were in relation to customer
experience (98%), our values being aligned to the way we do business
(98%), communication (94%), inclusion (92%) and trust and respect in
leadership (90%).
We are proud that 95% of employees say working here makes them
want to do the best job they can. We’re glad to observe strong
employee sentiment that 88% would recommend the Company
as a great place to work.
The results of the survey highlighted that employees would like a
better understanding of what the Group is doing to address climate
change and sustainability issues and this will be a key focus over
the next year.
We will continue to create localised action plans for each subsidiary
company as this has been a successful approach and has best
engaged our employees.
Health and wellbeing
The health and wellbeing of our employees is of primary importance.
This year we have continued to encourage a culture of openness and
the breaking down of stigmas, so employees can be open and honest
about how they are feeling.
We have continued to support our Menopause Forum. This creates
the space for open conversations about what the Company can do
to support those experiencing the menopause or employees who
are supporting someone who is.
We have continued to promote mental fitness within the Group. All
managers at our London office continue to be enrolled on to mental
health awareness training, which is delivered by an external expert
provider. Ensuring all of our employees have the opportunity to attend
a similar training session, with the same expert provider and on the
same topic reinforces to them the importance we place on inward
introspection to remain healthy.
The London office held initiatives to promote Mental Health
Awareness Week and International Women’s Day and raised
awareness of Black History Month and Pride Month.
Progress in FY25
l
We completed our Women in Leadership mentoring
programme at the London office.
l
We continued our partnership with the 10,000 Black Interns
Foundation. Six interns joined the London office this
summer, and each was assigned a mentor who supported
them by providing advice and guidance and also discussed
their long-term career goals.
l
We continued our relationship with Kingston University and
will be providing its finance students from underprivileged
backgrounds with the opportunity to complete work
experience early next year.
l
We launched our Neonatal Care Leave Policy to support
employees whose babies require specialist care after birth.
l
We continued to offer wellness and mental health webinars
throughout the year to employees.
l
Training and employee development:
—
271 hours of live training delivered to employees.
—
91 qualifications were enrolled on.
—
19 regulatory and mandatory training topics delivered.
l
Employee social events are important to us and we
encourage whole-Company events as well as team events.
In 2025 we celebrated 25 years of Transact with a summer
party for our London office and a winter gathering for our
Melbourne office as well as our annual Christmas parties.
Short-term priorities
l
Continue to enhance our responsible business culture.
l
Progress and enhance our diversity, equity and
inclusion initiatives.
l
Continue to deliver wellbeing and mental health
programmes and benefits.
l
Introduce Cycle to Work and Electric Car Schemes and
launch an employee benefits portal.
l
Launch a new learning library to support ongoing learning
and development for employees.
l
Continue to support our communities with partnerships.
l
Build upon our next generation talent programmes.
Being a responsible
employer
Our people have always been, and continue
to be, our top priority.
We’re committed to fostering a supportive, inclusive workplace where
all staff feel valued.
We have employee forums to allow employees to come together and
discuss key topics in order to make positive change in our workplace.
We are a proud Living Wage employer.
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These initiatives are complemented by a suite of non-salary benefits
for employees and their families to utilise. All employees and their
families are able to join our Company-funded medical insurance
schemes from their first day of employment. They also have
access to a digital healthcare service in order to book GP and
physiotherapy appointments.
Additionally, all have direct access to our employee assistance
programme, which is a confidential service offering professional
help and support on a wide range of domestic concerns.
We understand the importance of ongoing support and education
in these areas and will continue to evolve these practices over the
next year.
Internal communications
Our senior managers understand the importance of ongoing, effective
communication with employees as this supports our culture and ensures
employee alignment with our strategy and values. This year we have
further enhanced the communications across the Group, and we were
pleased to see this reflected in our employee engagement scores.
Members of the senior leadership team have provided periodic
in-person Company updates to all employees across the Group on
financial results and the business strategy. Attendees were invited
to ask questions and engage in discussion.
This year the non-executive directors also hosted a meet and greet
session after the AGM at our London office, which all employees
were invited to attend. This was an opportunity to further enhance
the feedback loop between the board and employees and provided
employees with the opportunity to better understand the role of a
non-executive director and their responsibilities.
Our non-executive directors have continued to host regular “Manager
Converse” sessions with members of the senior management team.
This Forum allows the senior managers to provide an update on key
departmental issues, future plans and team environment. These
meetings are invaluable as they provide the non-executive directors
with insight into the culture and operational detail of the business in
a structured format.
Talent management
A key component of our people strategy is the attraction and retention
of talent, and we understand that employee development is a valuable
tool to do so. This year we have continued to deliver our training and
development strategy which has expanded our performance management
training for managers; mental health training for managers and employees;
and a suite of regulatory training to ensure our employees are competent
to deliver the best service to our customers.
We have taken further steps to evolve our talent maps and succession
plans, bolstering our robustness for the future. Talent maps are in
place for all employees and technical competence, conduct and
behaviours are all considered in the assessment of an employee’s
talent profile. Our succession planning processes have also deepened.
We have robust succession plans in place for all senior managers,
with identified successors and development plans. Over the next year
we will continue to roll out these plans across the business and
support all identified successors in their training and development.
We intend to build upon our first Women in Leadership mentoring
programme at the London office, with a new programme launching in the
second quarter of this year. This will reinforce our intention to further
diversify our talent pipeline to drive the business in its future success.
Gender pay gap
We acknowledge that there has been an increase in the median
(midpoint) gender pay gap this year. This is due to the following:
l
A greater proportion of females working on a part-time basis in
the middle quartiles, and their pay being pro-rated accordingly.
l
Fewer senior male employees taking advantage of the opportunity
to work flexible working hours.
l
Senior female employees being on maternity leave as at the
snapshot date, and therefore not being included within our data.
l
The impact of senior females being on maternity leave having
a disproportionate effect when compared to males on paternity leave.
We keep our pay and benefits structure under review to ensure our
salaries are equitable when compared to internal peers and the
external market. We will not exclusively advantage females but will
continue to remove any actual or perceived barriers female employees
could be more likely to face than their male colleagues. The changes
we have made to our Shared Parental Leave Policy last year support
these objectives and we hope that this change will help to close the gap.
Our Gender Pay Gap Report can be found at:
www.integrafin.co.uk/legal-and-regulatory-information/
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Responsible business
continued
Ethical standards
The Group is committed to a high standard of governance, ethical
and moral standing. Our core value of “doing the right thing”
underpins all our operational practices and informs our employees’
conduct. This is formalised in our internal policies which are made
available to all employees on our intranet. We require our employees
to undertake regular, mandatory training to ensure awareness and
understanding of their provisions. Our ethical standards are comprised
primarily of the policy provisions that govern employee conduct,
including the Equal Opportunities Policy, Anti-Harassment and
Bullying Policy, Anti-Bribery and Corruption Policy, Anti-Money
Laundering Policy and Whistleblowing Policy.
Anti-bribery and corruption
The Group has a zero-tolerance approach to financial crime to
protect ourselves, our clients and our stakeholders. Our Anti-Bribery
and Corruption and Anti-Money Laundering Policies set out the
controls and processes in place to prevent financial crime, as well
as the responsibilities of our employees, both generally and in key
departments or roles. Each policy is reviewed and updated annually
by the Money Laundering Reporting Officer. All employees are
also enrolled on mandatory whistleblowing and anti-money
laundering training.
Internal audit conducts audits of our operations, controls and
processes on areas that are considered to be of high risk as part of a
wider risk-based Group Internal Audit plan. This can include financial
crime-related policies and processes. The Group Internal Audit
Charter is available on our website at:
www.integrafin.co.uk/legal-and-regulatory-information/.
Whistleblowing Policy
Recognising that the ability to voice genuine concern without
fear of reprisal is essential, the Group maintains a Whistleblowing
Policy applicable to all employees which is available to view on
our intranet. This reiterates our employees’ responsibilities in
reporting suspicions, outlines the reporting lines for whistleblowing
concerns and establishes that whistleblowers are protected from
retaliation. In line with all policies, we periodically audit our
whistleblowing arrangements.
Human rights and modern slavery
We continue to recognise the important role we have to play in the
support of human rights and we do not tolerate modern slavery of
any kind. The Group continues to underpin this support through
the publication and enforcement of our modern slavery statement
which applies to all Group companies and all suppliers. The statement
can be found at: www.integrafin.co.uk/modern-slavery/.
“We continue to engage
meaningfully with our
employees to strengthen
our culture of listening and
collaborating and to create
a sense of shared purpose.”
Rita Dhut
Designated Non-Executive Director for Employee Engagement
Being a responsible employer
continued
Workforce diversity progress
We are committed to building a diverse workforce and an inclusive
workplace environment. We believe that it will lead to better outcomes
for our stakeholders and will contribute to our ongoing success.
As part of our Women in Finance accreditation, we have set a target
of 45% female representation on our senior management team by
2027. We are pleased to announce that we have made good progress
towards our target and female representation on our senior
management team as at 30 September 2025 stands at 41%.
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Other information
Being a responsible operator for us means
delivering on the key material environmental
and social issues across our different offices
and geographies.
We recognise the impact that climate change could have on the
Company and our stakeholders and our responsibility to take further
action to reduce our emissions alongside our existing Scope 1 and 2
reduction targets.
We want to do more to support our local communities and engage
our workforce to have a positive impact on social causes that support
what we do or are championed by our employees.
We measure, monitor and report on all of our direct and indirect
carbon emissions, including voluntary reporting of all Scope 3
categories relevant to us.
Being a responsible
operator
Case study: London office move
In 2024, the Group decided to move from its current London
offices to new, more modern premises to provide a positive
working space for our people, better reflect changes in our
working patterns and help to support our carbon reduction
targets by moving to a more energy-efficient office.
Environmental impact was an important criterion in the
search for a new office, alongside others such as location,
cost, space requirements, accessibility, facilities and
infrastructure. This is reflected in the selection of premises
at Gresham Street which have a BREEAM rating of excellent
and a Wiredscore rating of platinum.
The refurbishment of the office floor was carried out to a
gold SKA rating representing comprehensive integration of
sustainability features. There is an emphasis on the employee
experience of the space, for example by considering natural
light and air quality and supplying end-of-journey facilities to
promote green and active commutes. We have sought to
minimise the environmental impact of the office by using
energy-efficient lighting and heating, sourcing sustainable
materials and implementing water saving systems.
Short-term priorities
l
Drafting a transition plan and designing a roadmap to meet
net zero targets.
l
Employee education and awareness training of climate and
sustainability issues to support a responsible business culture.
l
Refreshing our climate-related scenario analysis.
l
Performing a gap analysis of current reporting against
ISSB requirements.
l
Considering where we can use our influence to reduce
our indirect Scope 3 emissions.
l
Setting up a Group-wide community and
volunteering programme.
“The launch of the Responsible
Business Strategy will help drive
our existing commitments to reduce
our environmental impact and make
a positive social impact.”
Victoria Cochrane
Designated Group Non-Executive Director for ESS
Progress in FY25
l
To support our Scope 1 and 2 carbon reduction targets we
moved to a smaller, more energy-efficient London office.
l
We partnered with Waste to Wonder Worldwide to donate
office equipment worth £143k to educational charities.
l
We incorporated the collection of sustainability information
into our supplier due diligence process.
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Responsible business
continued
Targets
The table below shows targets that we have committed to and also targets that we are aiming for in the short to medium term, the details
of which are still being considered or developed.
Risk mitigation
Target
Key metric
Timeframe
Status
Mitigate the risk of
harming our reputation
due to not setting
targets to reduce our
emissions as expected
by key stakeholders
We have committed to a carbon reduction target
of 60% of direct operational Scope 1 and
location-based Scope 2 emissions against
a 2022 base year.
Carbon emissions
By 2033
On track – see pages
38 to 40 for details.
We commit to reaching net zero emissions
by 2050. This covers Scope 1, 2 and 3
carbon emissions.
By 2050
We aim to develop a net
zero roadmap over the
medium term.
Ensure resilience
of our suppliers
To ensure the resilience of our suppliers
and alignment with our goals, we want our
suppliers to demonstrate their commitment
to environmental goals by having carbon
emission reduction targets.
Number of suppliers
with carbon reduction
targets in place
Not set
This remains under
consideration and will
be included in our
focus for “Being a
Responsible Operator”.
Methodology of setting targets to reduce operational
Scope 1 and 2 emissions
We compared the energy footprint of our then current London
premises to a potential office space 50% smaller and with best
practice energy efficiency to calculate potential energy savings.
This criterion was subsequently used in the selection process of the
new office. We also considered the impact of continued use of solar
panels at our Australian office and the expected reductions in the UK
and Australian national grids over the next ten years.
How we are embedding the strategy
in our operations
The sustainability team performs an annual review of the
anti-greenwashing rules on the Group’s promotional materials and
records Group carbon emissions and monitors against targets.
The facilities team monitors and manages our buildings’ exposure
to climate-related risk and measures and manages operational
energy use.
The supplier management team consider the resiliency of suppliers
against potential climate-related risks and supports the collection of
carbon emissions data and reductions targets from suppliers.
Energy consumption
We continue to measure, monitor and track our Scope 1, 2 and 3
carbon emissions. Energy consumption and resulting carbon
emissions for our office locations are shown here.
In relation to carbon emissions, the over-four-times-higher carbon
intensity of the national grid in Australia compared to the UK results
in the carbon emissions from the Melbourne site being a far higher
proportion of total emissions than its energy consumption.
As expected, energy consumption increased in FY25 as we had
leases on two London properties for six months. We expect
energy consumption to reduce following our move to a smaller,
more energy-efficient London office in September 2025.
The solar panels installed on the roof of the Melbourne office in
April 2023 have helped the Group avoid 12% of base year Scope 1
and 2 carbon emissions in the current year and 148 tCO
2
e in total
Renewable electricity accounts for 41% of total consumption.
Energy consumption
by location
Carbon emissions
by location
UK and IoM: 1,829,044 kWh
Australia: 254,075 kWh
UK and IoM: 348 tCO
2
e
Australia: 165 tCO
2
e
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We recognise that expectations for being
a responsible business are continuously
changing and that in order to maintain pace
we need to plan for the future and build the
skills and knowledge to respond effectively.
How we are embedding the strategy in
our operations
The Group Risk Management team is embedding climate-related risks
into our risk management framework (RMF) and reflecting the risks
and impacts of climate-related changes within the Group’s regulated
entities’ Internal Capital Adequacy and Risk Assessment (ICARA) and
Own Risk and Solvency Assessment (ORSA) processes.
The IT team considers sustainability matters when delivering and
managing technology changes.
Progress in FY25
l
Scoping an education and awareness programme on climate
and sustainability issues for our board and senior leaders.
l
Considering the information needs of our shareholders
and the market and how we align our reporting with
their expectations.
l
Reviewing our climate change scenario analysis to consider
the potential financial impacts on our business.
Progress in FY25
l
We have drafted and agreed a terms of reference and
governance structure for running the Responsible Business
Strategy to ensure accountability for delivery.
l
We are improving the transparency of our reporting by
aligning our disclosures with industry practices and
external expectations.
l
We have continued to review and enhance our approach to
cyber security to minimise risks to our clients and services.
Short-term priorities
l
Implementation of the education and awareness programme
on climate and sustainability issues for our board and
senior leaders.
l
Enhancing our climate change scenario analysis with
regards to more detailed quantitative output.
l
Identifying a suitable responsible business standard that
aligns with our ambition and will support us to achieve high
standards in changes we implement.
Short-term priorities
l
Further enhancements to our governance arrangements to
drive more efficient decision making.
l
Monitoring, tracking and reporting our progress on the
Responsible Business Strategy.
l
Embed climate risk considerations in our risk
management framework.
l
Maintain delivery of cyber security enhancements via our
dedicated programme.
Looking to the future
Building responsible
foundations
How we are embedding the strategy
in our operations
The Investor Relations team considers the reporting expectations
of our shareholders and seeks to enhance the transparency of
our disclosures.
The Finance team supports the climate-related scenario analysis
process by considering the potential financial impacts of climate-related
risks and the actual effects of climate-related matters on financial statements
.
The Compliance team horizon scans for new and expected incoming
changes to climate and sustainability-related legal and regulatory
requirements and ensures the Group meets its obligations.
The Company Secretarial team ensures that climate and sustainability
issues are on the agenda at board meetings and ensures that good
governance is in place to support efficient decision making.
In order to be a responsible business we need
to have the right foundations in place. This
includes having the right governance in place
for delivery of the Responsible Business Strategy,
a robust and embedded risk management
culture and framework, effective stakeholder
communications and fundamental platform
security and functionality.
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This is the fourth year that we are disclosing under TCFD. The Responsible Business
Strategy that we launched in 2025 includes initiatives that seek to enhance our
processes around climate risks and opportunities and review how we are reporting
our progress, targets and priorities.
Task Force on Climate-related Financial Disclosures (TCFD)
All Group entities, including the regulated entities, have been
considered when identifying and measuring the climate-related
financial impacts, risks and opportunities and their impact, which
have been incorporated on a consolidated basis within this report.
For details on key activities that the Group has worked on this year
please see pages 31 and 32.
Compliance statement
The FCA’s ESG sourcebook, TCFD all-sector guidance and the Financial
Reporting Council (FRC)’s review of TCFD reporting were considered
in producing this report. Additionally, the TCFD’s Supplemental
Guidance for the Financial Sector, in particular the guidance for
insurers and asset owners, was considered. However, we have not
disclosed against these supplemental requirements as the nature
of the insurance contracts written by the insurance companies in the
Group, as well as the investment strategies, are not under the control
of the Group. In addition, for this reason, we have not considered our
risks and opportunities by sector.
FCA Listing Rules
Our TCFD Report follows the October 2021 recommended guidance
with disclosures structured around four themes: governance, strategy,
risk management and metrics and targets. In support of these themes
there are 11 recommendations that provide guidance for developing
effective disclosure.
In accordance with paragraph 8(a) of Listing Rule 9.8.6R, the table
below sets out our compliance with the recommendations and
identifies the areas where improvements to Group activities and
reporting have been made during the year.
UK climate-related financial disclosures (CFD)
We are compliant with the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022.
TCFD compliance status
Disclosure level:
Full
Partial
Omitted
Theme
TCFD recommended disclosure
2025
Page(s)
Progress and rationale for disclosure level
Governance
Disclose the organisation’s
governance around
climate-related risks
and opportunities.
Describe the board’s oversight of climate-related
risks and opportunities.
35
A Climate and Sustainability Update is a rolling
agenda item for quarterly IHP board meetings.
Describe management’s role in assessing and
managing climate-related risks and opportunities.
35
The Group-wide Sustainability Forum
continues to meet monthly to discuss
sustainability matters at an operational level.
Strategy
Describe the actual and
potential impacts of
climate-related risks
and opportunities on the
organisation’s businesses,
strategy and financial
planning where such
information is material.
Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium and longer term.
35 to 37
Climate-related scenario analysis has not
identified any material impact on the Group
within the financial and strategic
planning cycle.
Our Responsible Business Strategy includes
initiatives to further enhance our climate risk
and opportunities process including our
approach to scenario analysis and
quantitative assessment of impacts.
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning.
35 to 37
Describe the resilience of the organisation’s
strategy taking into consideration different
climate-related scenarios, including a 2
º
C
or lower scenario.
35 to 37
Risk management
Disclose how the
organisation identifies,
assesses and manages
climate-related risks.
Describe the organisation’s processes for
identifying and assessing climate-related risks.
38
Climate-related risk is included on the
corporate register.
Climate-related risks are identified and
managed in line with our Risk Management
Framework (RMF) as detailed on pages 46
and 47.
We will further explore the link of
climate-related risks to principal risks
and their impacts and mitigations.
Describe the organisation’s processes for
managing climate-related risks.
38
Describe how the processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management.
38
Metrics and targets
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.
Disclose the metrics and targets used by the
organisation to assess climate-related risks and
opportunities in line with its strategy and risk
management process.
38 to 40
Our auditors performed limited assurance
over the climate metrics marked with a *
reported in the TCFD report for the year
ended September 2025.
Progress against our Scope 1 and 2
reduction targets is reviewed quarterly
by the board.
We will continue to explore metrics and
targets that will support our ambitions.
Disclose Scope 1, 2 and 3 GHG emissions,
and related risks.
31 and 32,
and 40
Describe the targets used by the organisation to
manage climate-related risks and opportunities
and performance against targets.
38 to 40
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Areas of improvement
When we next perform scenario analysis, in FY26, we will explore the quantitative impacts of risks and opportunities, including the impact
of carbon pricing. We will also consider the physical impacts of a very high-temperature scenario, for example above 3°C.
Governance
Board oversight of climate-related risks and opportunities:
Board committee
Responsibilities and matters considered
IHP board
The board is ultimately responsible for risks and opportunities facing the business, including those related to climate
change. Climate-related actions, strategies and progress towards targets are included on board meeting agendas and
are considered as part of the board decisions and strategy, contributing to the long-term sustainability of IntegraFin.
Matters considered in 2025
– progress against carbon emission reduction targets, review and challenge of
Responsible Business Strategy, updates on ESG regulatory and industry news.
Frequency of reporting
– quarterly.
IHP Audit and Risk
Committee (ARC)
The ARC is responsible for oversight of risks to the business including those arising from climate-related scenarios.
The ARC challenges management on progress of actions identified to manage the risks and improve the overall
control environment.
The ARC has responsibility for monitoring the quality of reporting of the Group’s GHG emissions and future
decarbonisation targets within the TCFD disclosure. As requested by the ARC, the Group’s external auditor provided
limited assurance over the climate metrics marked as * reported in the TCFD report for the year ended September 2025.
Matters considered in 2025
– same as those considered by IHP board.
Frequency of reporting
– quarterly.
IHP Remuneration
Committee (RemCo)
The RemCo supports executive accountability by linking deliverables with remuneration. The Committee sets Group
scorecard metrics, including targets linked to the delivery of the Responsible Business Strategy.
Matters considered in 2025
– the extent to which targets set out in the Group scorecard had been met to support
remuneration outcomes.
Frequency of reporting
– annual.
Management’s role in assessing and managing climate-related risks and opportunities
Responsibilities and matters considered
IHP Executive
Committee (ExCo)
The IHP ExCo applies the business plans to its business operations in support of the CEO. It is responsible for:
l
identifying business risks, including climate-related change and scenario risk and opportunities assessments;
l
embedding actions into its business plans, supporting emissions data gathering and delivering against targets;
l
monitoring and management of material risks, including those related to climate change; and
l
reviewing the Group’s risk profile for both current and potential future risks, including climate-related risks,
over the short, medium and long term and overseeing the mitigation of those risks.
Matters considered in 2025
– the process and results of the Sustainability Forum’s work on developing the first
Group-wide Responsible Business Strategy, improvements to our data collection and reporting of carbon emissions,
outcome of the annual anti-greenwashing review, outcome of the annual threshold check for additional sustainability
reporting obligations for Group subsidiaries.
Frequency of reporting
– ad hoc, as and when necessary.
Sustainability Forum
The Sustainability Forum, comprising members of the Group’s management team, is responsible for supporting and
driving the implementation of the broader sustainability agenda. The Climate Update that is presented to the board
quarterly includes discussions and actions from Forum meetings.
Matters considered in 2025
– developing and implementing the Group’s first Responsible Business Strategy.
Frequency of reporting
– quarterly updates of progress are provided to the IHP ARC/board.
Strategy
Our approach to climate-related risks and opportunities is:
l
Identify and prioritise risks and opportunities using materiality assessments and scenario workshops with management.
l
Assess the potential impact of risks and opportunities on our services, supply chains and operations using scenario analysis of three climate
scenarios over three time horizons. Impacts are assessed on a qualitative and we are exploring how we do this on a quantitative basis, using the
business risk impact assessment matrix included in our RMF. This information will also feed into how we prioritise our risks and opportunities.
l
Manage the risks in line with our existing risk management process on page 46.
l
Consider the effects of climate-related matters on the financial statements. This is achieved by setting out the relevant IFRS standards and
considering how climate-related matters relating to these may affect the IHP financial statements. The work performed this year supports our
view that in the business planning cycle, which aligns with our short-term scenario analysis time horizon, the financial impact is not material.
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Strategy
continued
Scenario analysis
Management conducted its first climate scenario analysis in 2023.
This was based on long-term scenarios and the inputs and outcomes
are not expected to change significantly year on year. Therefore,
unless there is a material change to the business, we plan to update
our scenario analysis every three years, in line with the
recommendations of the UK government’s CFD requirements.
The risks and impacts associated with climate change for our Group
will be determined by the global governmental, social and technological
approach to emission reductions and projected temperature increase limits.
From a modelling perspective it should be noted that scenarios are
not predictions and reflect a series of assumptions to assess a range
of possible outcomes. Consequently, climate-related scenarios are
currently limited by factors such as simplifications in terms of data
inputs and event outcomes which are likely to influence the range of
potential future impacts. Given the limited level of certainty, we use
scenario analysis as a useful input to assess potential risks and
opportunities at this point.
This review examines three climate scenarios, drawing on the
Intergovernmental Panel on Climate Change (IPCC) representative
concentration pathway (RCP) models and the Financial Stability
Board (FSB) and Network for Greening the Financial System (NGFS)
scenarios. Each scenario represents the modelled increases in global
average temperatures from pre-industrialised levels and the predicted
mitigation approach that would deliver them.
The rationale for the scenarios used was to represent three of the four
quadrants in the NGFS, a network of 114 central banks and financial
supervisors, as shown in the diagram below. These provide a range of
possible outcomes including an orderly, fast transition scenario where
transition risks will be greater and a hot house world scenario where
the physical risks will be more impactful.
NGFS scenarios framework
High
Disorderly
Too little, too late
Transition risks
Orderly
Hot house world
Low
Low
Physical risks
High
Notes to the framework:
A scenario over 3°C has not been included due to the projected global
economic wipe-out over 50% of global GDP above 2.6°C, and economic
annihilation for 4–5°C rise: Winter & Kiehl (2023) Long-term macroeconomic
effects of shifting temperature anomaly distributions Oxford Economics.
NDCs – Nationally Determined Contributions (all current pledged policies even
if not yet implemented and not aligned to global target of 1.5°C).
Summary of climate risks in scenarios
The key facets of each scenario are summarised below.
Climate scenarios considered
Net Zero by 2050
Delayed Transition
Nationally Determined
Contributions (NDCs)
Assumed global temperature rise
Aligned to RCP 2.6
At least 50% chance
does not exceed 1.5ºC
Aligned to RCP 4.5
67% chance to limit
to 2°C
Integrated with RCP 6.0
Likely to limit to 2.6°C
Key assumptions
Global ambitious
climate policies.
Innovation and fast
technological changes.
Medium to high use of
carbon dioxide removal.
After 2030:
l
Global annual
emissions decrease.
l
Fossil fuel use
starts declining.
l
Strong climate
policies and climate
taxes implemented.
Current pledged policies
are not met.
Technology change
is slow.
Policy change is slow
to be implemented.
Physical impacts
Acute
Low
Moderate
High
Chronic
Moderate
Moderate
High
Transition impacts
Market and tech
High
High
High
Reputation
Moderate
Moderate
Moderate
Policy and legal
High
High
Moderate
Society
Moderate
Moderate
High
Assessing risks and opportunities
We assessed the climate risks using the Group’s business risk impact
assessment matrix. This assesses the level of impact and likelihood
against five categories: operational disruption, financial impact,
reputational and media interest, regulation and duty of care to clients.
We also considered the geography of our offices and how this could
affect impacts from both physical and transition risks.
The climate-related risk on the Group’s corporate risk register is
reviewed every three months to incorporate ongoing refinement and
to ensure the register reflects the risks in the operating environment.
In 2024 we conducted an assessment to consider the materiality and
prioritisation of climate-related risks and opportunities. This assessment
will be updated periodically to where priorities have, or ought to have, shifted.
As part of our Responsible Business Programme of work, we will draft
a transition plan using the Transition Plan Taskforce (TPT) framework.
Time horizons: short, medium and long
Time horizon
Years
Reason
Short term*
<3
This aligns with the Group’s business planning period.
Medium term
3–12
This is a reasonable timeframe to consider
environmental risks and opportunities.
Long term
12+
This is beyond the Company’s strategic and business
planning period but it ties into the Company’s
commitment to be net zero by 2050.
*
The short-term time horizon has been updated to align with our business
planning period.
Task Force on Climate-related Financial Disclosures (TCFD)
continued
Divergent
Net Zero (1.5°C)
Net Zero 2050
(1.5°C)
NDCs
Delayed transition
Below 2°C
Current policies
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Scenario-based risks, materiality and available responses
In our original scenario analysis work, we assessed the impacts of climate-related scenarios on a qualitative basis using our Group RMF business
risk impact assessment matrix. This year we have made some progress with assessing impacts on a quantitative basis. We do not believe that
there are potential material financial impacts in the short term but we have further work to do to consider potential impacts for the medium and
long-term scenarios.
The Group’s preferred scenario is an orderly transition to net zero by 2050 as this has the least significant impact on key stakeholders, as shown
in the table below. Our climate-related scenario analysis confirmed that the Group was resilient under all scenarios and that the regulated
entities remained within solvency and liquidity appetites. We do not believe that our corporate strategy will be affected by climate-related risks
and opportunities within our business planning period.
The most significant scenario-based risks are set out in the table below.
Low
Medium
High
Potential impact on operations,
strategy and financial planning
Scenario
Potential materiality
of risk by timeframe
Available responses and resilience
Climate-related risk
Map to
principal risk
Short
term
Medium
term
Long
term
Physical risks – Acute
The risk of extreme weather
events in the UK, IoM and
Australia impacting our
operations and safety and
wellbeing of our employees,
damaging our premises,
data centres and
surrounding infrastructure.
Resilience
Service
standard
failure
Risk
Increased costs due to
damages to premises.
Disruption to operations due to
impact on supplier operations
and employees’ ability to travel
to office.
Net Zero
by 2050
Inclusion of sustainability considerations
in supplier risk assessments, developing
contingency plans for all cloud and
data services.
Ongoing investment in IT services will
support further flexibility to location of
working and efficiencies across the
hybrid working model.
Delayed
Transition
NDCs
Physical risks – Chronic
The risk of longer-term
changes in climate patterns
in the UK, IoM and Australia,
such as higher temperatures
impacting our operations
and employees.
Resilience
Service
standard
failure
Risk
Increased costs of additional
cooling requirements in offices
and data centres.
Disruption to our, and our
suppliers’, operations due to
impact on employee productivity.
Net Zero
by 2050
Inclusion of sustainability considerations
in supplier risk assessments, developing
contingency plans for all cloud and
data services.
Ongoing investment in IT services will
support further flexibility to location of
working and efficiencies across the hybrid
working model.
Delayed
Transition
NDCs
Transition risk – Policy
legal and regulatory
The risk that there is a need
to comply with increasing
legal, regulatory, and
disclosure obligations in
the countries we operate in.
Regulatory
Risk
Increased operating costs
associated with complying
with new rules such as
carbon taxes and increased
disclosure requirements.
Potential for some product
offerings to be restricted or
sanctioned by regulators for
non-compliance.
Opportunity
Decreased operating costs
from reducing our energy
use and delivering operational
efficiencies across
our business.
Net Zero
by 2050
Ongoing regular horizon scanning of
changing compliance requirements and
reviewing regulatory publications on an
ongoing basis.
Targets have been set to reduce our carbon
emissions which will lessen the impact of a
carbon tax.
Identifying short-, medium- and longer-term
opportunities to develop and incorporate
sustainable practices within our operations.
Delayed
Transition
NDCs
Transition risk – Market
The risk that climate change
or the transition to a lower-
carbon economy negatively
impacts the global economy,
and therefore the value of
assets on our platform and
in our range of managed
investment solutions.
Market
Risk
Reduced net inflows as clients
react to market volatility.
Decreased revenues from
lower FUD.
Opportunity
Increased market share by
meeting clients’ expectations
of climate-related investments
and platform functionality.
Net Zero
by 2050
Holding a diverse portfolio on the platform
to mitigate regional and sector market shocks.
Developing Transact and T4A products to
ensure resources are used to create value
for stakeholders over the long term.
Delayed
Transition
NDCs
Transition risk –
Reputational
Poor public perception of
the Group as a result of
inadequate or misleading
disclosure regarding the
Group’s climate strategies.
Competition
People
Risk
Decreased revenues following
loss of clients due to not
meeting stakeholder
expectations in terms of
ESG product offerings and
corporate performance.
Opportunity
Increased market share from
meeting clients’ expectations
of targets, transparency and
corporate behaviours.
Net Zero
by 2050
Developing a sustainability strategy in 2025
that aligns with best industry practice.
We have set realistic carbon emission reduction
targets and regularly monitor progress.
Regular engagement with our financial
adviser base is planned to understand
the expectations of clients in relation to
climate- related investments.
Delayed
Transition
NDCs
37
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Other information
Risk management
Risk management is a core part of our corporate culture.
Climate-related risks are managed as part of our Group RMF which
defines the Group’s systems of governance, risk appetite and risk
management processes. See pages 46 and 47 for more information
on our risk management processes.
Understanding and managing the risks
Climate-related risks are identified using scenario analysis and
horizon scanning for existing and emerging regulatory requirements.
We use various tools and processes to manage climate-related risks:
l
Climate-related scenario analysis, as described on pages 36 and 37
which looks at climate-related matters arising in the medium and
long term.
l
The ORSA and ICARA processes for the regulated entities of the
Group, which consider impacts in the business planning period
using projection scenarios and stress testing.
l
Quarterly risk and control assessments to review internal controls
and available management actions for mitigation.
A key part of our Responsible Business Strategy is considering how
we can embed the identification, managing and monitoring of
climate-related risks and opportunities, including the impacts on our
principal risks, over different time horizons into all areas of the business.
Once risks are identified, our risk appetite framework defines the
maximum level of residual risk the board is willing to take in pursuit
of its strategic objectives and in the normal course of business.
Exceeding risk appetite limits potentially presents a financial or
operational threat to the business which could cause harm to its
customers or the firm. Whilst the Group has not set any specific
climate-related appetites, it recognises that existing appetites for
operational and financial thresholds may be impacted by climate
change matters and therefore considers root cause, of which
climate may be one factor, for any appetite breaches.
Metrics and targets
The Group adopted the reporting requirements of the Streamlined
Energy and Carbon Reporting (SECR) policy, as implemented by the
UK government in 2019. We have been collating Scope 1 and 2 GHG
emission data for several financial years and expanded the scope
of our Scope 3 emissions reporting in 2023.
Carbon emissions calculation methodology
and assumptions
We calculate our emissions in line with the GHG Protocol standards
and use the operational control approach to determine our organisation’s
boundary. Our emissions relate to entities and assets which the Group
owns or controls, i.e. leased premises and right-of-use assets.
The GHG emissions sources that constituted our operational boundary
for the financial year were from our offices based in London and
Norwich in the UK; Douglas, Isle of Man; and Melbourne, Australia.
Scope 1
covers emissions from sources that an organisation owns
or controls directly. For the Group, this comprises emissions from
the use of boilers in all our offices and fugitive emissions (refrigerants
top-ups and leaks).
Scope 2
covers emissions that an organisation makes indirectly,
for example when energy is purchased. For the Group, this comprises
purchased electricity and emissions from use of data centres. In line
with Scope 2 Guidance from the GHG Protocol, we have reported
emissions using the location-based method, using average emissions
factors for the country in which the reported operations take place,
and the market-based method, which uses the actual emissions
factors of the energy when certified green electricity has been procured.
Scope 3
comprises emissions which are a consequence of an
organisation’s business activities but that it does not directly control.
Data availability for Scope 3 emissions is not as accessible as for
Scope 1 and 2 and therefore the data quality for Scope 3 emissions is
not as high as that for Scope 1 and 2. We will continue to review and
refine our methods for data collection across all Scopes to ensure
greater accuracy and an improvement in reporting year on year.
Task Force on Climate-related Financial Disclosures (TCFD)
continued
Strategic report
38
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Financial statements
Other information
Scope and category
Carbon emissions calculation methodology
Significant judgements or assumptions
Scope 1 and Scope 2 categories
Scope 1
Scope 2 –
location based
We use primary data from periodic utility bills or secondary data
from landlords or facility management companies for space
occupied by our offices and from use of data centres.
Emissions are calculated using Department of Environment,
Food & Rural Affairs (DEFRA) 2025 conversion factors and
Australian National Greenhouse Accounts Factors.
Fugitive emissions recorded under Scope 1 are taken from
regular service reports from each site.
In periods where we were unable to obtain actual data we
utilised an extrapolation method to cover 365 days with
consideration given to seasonal variation.
Where sites are shared with other businesses, it is assumed that
energy usage is proportionate with office space leased.
Energy usage at the IOM data centre was calculated using an
estimated kWh power draw per rack-space rented, this is
assumed to have stayed constant over the last three years.
Scope 2 –
market based
Renewable energy use is based on REGO energy certificates.
Where these are unavailable, commitment certificates
for renewable energy use are used.
Scope 3 categories
1.
Purchased goods
and services (PGS)
2.
Capital goods (CG)
For PGS, the supplier-based method is used where good quality
data is publicly available. Group spend, supplier’s emissions and
supplier’s revenue are used to calculate carbon emissions. The
methodology was updated in 2025 to include accruals in Group
spend per supplier. Comparative figures, that do not include
accruals, have not been restated.
For PGS, where quality data on supplier emissions is incomplete
or not available, and for all CG calculations, the spend-based
method is used.
Emissions are calculated using Department of Environment,
Food & Rural Affairs (DEFRA) 2022 SIC code conversion factors.
For PGS data has been reported for the top 31 suppliers of the
Group (covering over 80% of spend with suppliers). Intra-company,
taxes paid, regulatory fees and costs associated with office sites
that would be included in Scope 1 and 2, were not included in the
80% coverage.
For both PGS and CG, a best estimate basis was used to allocate
suppliers to DEFRA SIC codes factors used for the spend-based
method. Tax on PGS and CG was dealt with in the same way as
the financial accounting approach of each entity.
3.
Transmission and
distribution losses
for electricity
See Scope 1 and Scope 2 – location-based methodology above.
DEFRA 2025 conversion factors are applied to total purchased
electricity use.
See Scope 1 and Scope 2 – location-based significant
judgements and assumptions above.
5.
Waste generated
in operations
Solid waste:
Waste weight data and disposal routes for all sites
are obtained from landlords or facility management companies.
Water use and wastewater:
Water meter readings are obtained
from landlords or facilities management companies.
Emissions are calculated using the DEFRA 2025 conversion factors.
Where primary data is not available, it is assumed that each
Group location has similar levels of waste and water per
employee per annum. Subsequently, an estimate of waste
and water is derived based on sites where data is available.
It is assumed that 90% of water supply is wastewater for
all locations.
6.
Business travel
A download of expense reimbursements claimed by employees
in the year and travel-related invoices are used for calculating
business travel emissions. The distance-based method is used
to calculate emissions for international flights and personal cars
used for business travel. For all other forms of transport and
hotel stays, the spend-based method is used.
Emissions are calculated using DEFRA 2025 conversion factors.
Where the distance-based method is used, emissions are
calculated based on travel within the financial year.
Where the spend based method is used, the emissions are
calculated using expenses reimbursed and travel-related
invoices booked in the year instead of the travel for the year.
This is due to lack of data availability for date of travel for
all reimbursements.
Where the reimbursement receipts had multiple transport
modes, the emission factor assigned was based on the
transport mode with the highest spend.
Any non travel related items like parking charges, travel
insurance were excluded from total business travel spend.
7.
Employee
commuting and
homeworking
An annual survey is sent to employees based in the UK and IoM
offices to gather data on days worked in the office, distance and
mode of transport used for commuting and fuel type and car
size in case of car travel. Information on leave and working
patterns was provided from HR systems for these offices.
An annual survey for the Australia office provided data on days
worked in the office.
Emissions are calculated using the DEFRA 2025 conversion factors.
Homeworking and Employee Commuting emissions for UK and
IOM offices are calculated for the number of full-time equivalent
(FTE) employees that answered the survey, which is extrapolated
to cover FTE employees as at 30 September 2025.
Employee commuting emissions for the Australia office is
incorporated through extrapolation of UK survey. Homeworking
emissions for Australia office are calculated for the number of
FTE employees that answered the survey, which is extrapolated
to cover FTE employees as at 30 September 2025.
Five weeks of annual leave and eight days of public holiday are
assumed for all employees.
Limited assurance over metrics
Our Auditors, EY LLP, were engaged to perform limited assurance over the climate metrics marked with a * within the TCFD report for year
ended 30 September 2025. This engagement was performed in accordance with the International Standard on Assurance Engagements (ISAE)
3000 Revised, Assurance Engagements Other than Audits or Reviews of Historical Financial Information, as promulgated by the International
Auditing and Assurance Standards Board (IAASB).
39
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Financial statements
Other information
Greenhouse gas (GHG) emissions data
FY22 is the base year against which our reduction targets have been set. Therefore, emissions data for 2022 has been included below, as well
as current and prior data.
Our operational greenhouse gas emissions (tCO
2
e)
UK and IoM emissions
Australia emissions
Total emissions
2025
2024
2022
2025
2024
2022
2025
2024
2022
Scope 1
170*
89
146
11*
11
20
181*
100
166
Scope 2 (location based)
178*
173
166
154*
153
217
332*
326
383
Scope 2 (market based)
27*
7
—
154*
153
—
181*
160
—
Total Scope 1 and 2 (location based)
348*
262
312
165*
164
237
513*
426
549
Scope 3
Purchased goods and services
1,607*
1,333
979
22*
37
—
1,629*
1,370
979
Capital goods
1,162*
330
106
116*
61
9
1,278*
391
115
Transmission and distribution losses for electricity
19*
15
15
16*
16
18
35*
31
33
Waste generated in operations
4*
3
3
1*
1
—
5*
4
3
Business travel
261*
307
52
19*
157
15
280*
464
67
Employee commuting and homeworking
379*
347
451
46*
58
73
425*
405
524
Total Scope 3
3,432*
2,335
1,606
220*
330
115
3,652*
2,665
1,721
Total Scope 1, 2 and 3
3,780*
2,597
1,918
385*
494
352
4,165*
3,091
2,270
Emissions intensity – tCO
2
e per FTE employee at year end
6.4*
4.6
3.8
4.3*
5.4
4.5
6.1*
4.7
3.9
Emissions intensity – tCO
2
e per £1 million revenue
—
—
—
—
—
—
26.6*
21.3
17.3
Carbon emissions are rounded to the nearest whole number. Intensity metrics are rounded to the nearest one decimal place.
Scope 3 categories were reviewed for relevance and those not included in the above list were deemed not relevant to the Group.
We started reporting market-based Scope 2 emissions in FY24.
Our Auditors, EY LLP, were engaged to perform limited assurance over the climate metrics marked with a *.
A significant driver for the increase in emissions in FY25 was the office move and reporting for two London offices for six months of the year.
Targets can be seen on page 32
Offsetting emissions
We currently do not purchase any carbon credits for offsetting and therefore they are not currently included in any of our metrics or targets.
Task Force on Climate-related Financial Disclosures (TCFD)
continued
Strategic report
40
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Corporate governance
Financial statements
Other information
Financial review
Platform growth driving
strong financial
performance
The Group’s platform
business delivered another
year of strong performance,
continuing to attract and
retain advised client assets.
Funds under direction (FUD)
grew by 16% to £74.2 billion
(FY24: £64.1 billion), driven
by impressive growth in net
inflows and favourable
market conditions.
Net inflows growth of 76% to £4.4 billion
continued to demonstrate the strength
of the platform proposition as the Group
continued to gain market share. As a
result of the overall FUD growth, Group
revenue also continued to increase
strongly, up 8% to £156.8 million
(FY24: £144.9 million).
The Group also continued to grow its
market penetration with platform clients
increasing by 5% to 246,191 (FY24: 234,998)*.
Total administrative expenses rose 18%
to £100.2 million (FY24: £85.0 million),
with underlying expenses rising by 9%
to £91.0 million (FY24: £83.3 million).
After taking into account the impact of
non-underlying expenses, the increase
was primarily driven by continued investment
in staffing to support software development,
IT infrastructure projects, market-leading
client service and operational capacity
as the Group expands.
During the year the Group recorded
an impairment in its T4A subsidiary of
£7.5 million and moved to a new London
office resulting in six months of overlapping
occupancy costs with the previous office
of £1.1 million. This contributed to a rise in
non-underlying administrative expenses of
£7.5 million to £9.2 million (FY24: £1.7 million).
The Group’s strong liquidity profile and the
continuing focus on corporate interest
optimisation offset the reduction in UK
interest rates during the year, resulting in
underlying net interest income increasing
by 1% to £10.6 million (FY24: £10.5 million).
Statutory profit before tax (PBT) increased
by £0.2 million to £69.1 million (FY24:
£68.9 million). Underlying PBT rose by 7%
to £75.4 million (FY24: £70.6 million)*.
The effective tax rate increased to 26%
(FY24: 24%) due to the T4A impairment
of £7.5 million not being tax deductible.
This resulted in profit after tax declining
by 2% to £51.3 million (FY24: £52.1 million).
EPS was 15.5 pence (FY24: 15.7 pence).
After removing all non-underlying items,
underlying EPS was 17.4 pence*
(FY24: 16.2 pence).
*
Alternative performance measures (APMs) are
indicated with an asterisk. APMs are financial
measures which are not defined by IFRS.
They are used in order to provide better insight
into the performance of the Group. Further
details are provided in the glossary, on pages
139 to 141.
“Acceleration of net inflows onto the
Group’s investment platform has
driven record revenue.”
Euan Marshall
Chief Financial Officer
41
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Corporate governance
Financial statements
Other information
Operational performance
Platform
FY25
£bn
FY24
£bn
Change
%
Opening FUD
64.1
55.0
+17%
Inflows
10.1
8.1
+25%
Outflows
(5.7)
(5.6)
+2%
Net flows
4.4
2.5
+76%
Market movements
5.7
6.6
-14%
Closing FUD
74.2
64.1
+16%
Average daily FUD for the period
67.9
59.6
+14%
FY25
No.
FY24
No.
Change
%
Platform clients
246,191
234,998
+5%
FUD closed the year up 16% at £74.2 billion (FY24: £64.1 billion).
During FY25, client investment sentiment continued to improve, resulting in growing client deposits. This, combined with an improvement in
transfers in from competitor platforms, resulted in gross inflows of £10.1 billion (FY24: £8.1 billion); this was a record for the Group, in what
continues to be an extremely competitive marketplace.
Outflows increased at a slower pace, to £5.7 billion (FY24: £5.6 billion), but reduced as a percentage of opening FUD to 9% (FY24: 10%). Factors
driving outflows included clients withdrawing savings, including increasing pension drawdowns as the nominal cost of living has increased,
supporting one-off withdrawals to support purchase and paying off debt for themselves and dependents, although the growth of the latter
has slowed during the year as UK interest rates have declined.
Platform net flows of £4.4 billion (FY24: £2.5 billion) were 7% of opening FUD (FY24: 5%).
Back-office technology
At the end of FY25 the number of CURO licence users was 3,395 (FY24: 3,098).
Group financial performance
FY25
Group
£m
FY25
Platform*
£m
FY24
Group
£m
FY24
Platform*
£m
Change
%
Group
Change
%
Platform
Revenue
156.8
151.8
144.9
140.0
+8%
+8%
Cost of sales
(3.4)
(2.5)
(3.0)
(2.1)
+13%
+19%
Gross profit
153.4
149.3
141.9
137.9
+8%
+8%
Underlying administrative expenses
(91.0)
(85.7)
(83.3)
(77.4)
+9%
+11%
Credit loss allowance on financial assets
—
—
0.1
0.1
-100%
-100%
Non-underlying administrative expenses
(9.2)
—
(1.7)
0.5
+441%
-100%
Operating profit
53.2
63.6
57.0
61.1
-7%
+4%
Underlying net interest income
10.6
9.4
10.5
9.6
+1%
-2%
Non-underlying interest expense
(0.5)
—
—
—
—
—
Underlying net gain attributable to policyholder returns
2.4
2.4
1.4
1.4
+71%
+71%
Non-underlying net gain attributable to policyholder returns
3.4
3.4
—
—
—
—
PBT
69.1
78.8
68.9
72.1
—
+9%
Underlying PBT
75.4
75.4
70.6
71.6
+7%
+5%
Tax on ordinary activities
(17.9)
(18.5)
(16.8)
(15.7)
+7%
+18%
Non-underlying tax on ordinary activities
0.1
0.8
—
—
—
—
Profit after tax
51.3
61.1
52.1
56.4
-2%
+8%
Underlying PAT
57.5
56.9
53.8
55.9
+7%
+2%
PBT margin
44%
52%
48%
52%
-7%
+1%
EPS – basic
15.5p
—
15.8p
—
-2%
—
EPS – diluted
15.5p
—
15.7p
—
-1%
—
Underlying EPS – basic
17.4p
—
16.3p
—
+7%
—
Underlying EPS – diluted
17.4p
—
16.2p
—
+7%
—
*
The “Platform” columns represent the activities conducted on Transact and exclude the activities of T4A, the Group’s adviser back-office technology provider.
The T4A activities are included in the Group column. Platform is equivalent to the investment administration services and insurance and life assurance business
segments in note 6.
Financial review
continued
Strategic report
42
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Corporate governance
Financial statements
Other information
Revenue
There are two streams of Group revenue: investment platform
revenue and back-office technology revenue.
FY25
£m
FY24
£m
Change
%
Platform revenue
Recurring annual charges
138.1
126.1
+10%
Recurring wrapper charges
12.5
12.8
-2%
Other income
1.2
1.1
+9%
Total platform revenue
151.8
140.0
+8%
Back-office technology revenue
5.0
4.9
+2%
Total revenue
156.8
144.9
+8%
Platform revenue
FY25 investment platform revenue increased by £11.8 million to
£151.8 million (FY24: £140.0 million). Investment platform revenue
comprises three elements, 99% (FY24: 99%) of which is from a
recurring source.
Annual charge income (an annual, ad valorem tiered fee on FUD)
and wrapper charge income (quarterly fixed wrapper fees for certain
available tax wrapper types) are recurring. Other income is composed
of buy commission and dealing charges. Buy commission was
phased out during the course of FY24.
Average daily FUD for the year increased by 14% in FY25 to £67.9 billion
as a result of positive performance of the assets in client portfolios
and net inflows. Annual charge income increased 10% to £138.1 million
(FY24: £126.1 million). The lower increase in annual charge income in
comparison to average FUD resulted from a reduction in the blended
rate annual charge payable by clients. This naturally occurs as the
average portfolio value on the platform increases which causes a greater
proportion of individual client FUD to move into lower fee brackets.
Recurring wrapper administration fee income decreased by 2%
to £12.5 million (FY24: £12.8 million), with the impact of the introduction
of a single wrapper fee per pension type within family-linked pensions
more than offsetting the increase in wrapper numbers.
Other income increased by 9% to £1.2 million (FY24: £1.1 million).
Back-office technology revenue
FY25 CURO licence revenue was £5.0 million (FY24: £4.9 million),
an increase of 2%. This was driven by an increase in recurring revenue
from additional CURO user licences.
Administrative expenses
Administrative expenses increased by £15.2 million (18%) to
£100.2 million, with underlying administrative expenses rising
by £7.7 million (9%) to £91.0 million.
FY25
£m
FY24
£m
Change
%
Employee costs
65.0
58.5
+11%
Occupancy
2.5
3.1
-19%
Regulatory and professional fees
7.1
10.6
-33%
Other costs
13.5
8.9
+52%
Depreciation and amortisation
2.9
2.2
+32%
Underlying administrative expenses
91.0
83.3
+9%
Non-underlying expenses
9.2
1.7
+441%
Administrative expenses
100.2
85.0
+18%
FY25
No.
FY24
No.
Change
%
Average headcount
678
666
+2%
Period-end headcount
698
666
+5%
Employee costs
Employee costs increased by 11% due to a combination of increased
headcount, which grew by 2% from an average of 666 in FY24 to an
average of 678 in FY25, the impact of investment in broadening the
senior management level, and providing pay rises to the wider
workforce in order to offer competitive salaries to our employees.
Occupancy costs/depreciation and amortisation
Occupancy costs decreased by £0.6 million, and depreciation and
amortisation increased by £0.7 million. The decrease in occupancy
costs was due to FY24 including six months of rental expense for the
London head office rather than IFRS 16 right of use depreciation, as
there was a six month period with no lease commitment. The lease
was renewed in April 2024 up to September 2025, meaning that FY25
included a full year of depreciation of the right-of-use asset, compared
to six months in FY24.
Regulatory and professional fees
Regulatory and professional fees decreased by £3.5 million in FY25,
with regulatory fees remaining consistent at £3.2 million, but professional
fees decreasing by £3.5 million due to the FY25 classification of
£3.7 million of licence and insurance costs as other costs, as they
more closely align with the other cost categorisation.
Other costs
Other costs increased by £4.6 million in FY25 mainly due to the
£3.7 million change in classification noted in the regulatory and
professional fees section above. Aside from this there was an increase
in irrecoverable VAT of £0.4 million, caused by higher software
expenses and other fees, as well as some other smaller changes
across a number of areas.
Non-underlying expenses
Non-underlying expenses for the year totalled £9.2 million
(FY24: £1.7 million), comprising a £7.5 million (FY24: £nil) impairment
of goodwill and other intangible assets relating to T4A, £1.1 million
(FY24: £0.1 million) relating to the overlapping occupancy costs during
the move to the new London office, and £0.6 million (FY24: £2.1
million) representing the final deferred consideration payable for the
acquisition of T4A.
Interest income
Interest income increased by 2% to £10.9 million (FY24: £10.7 million),
primarily driven by continued optimisation of corporate cash management.
Income from cash and cash equivalents rose to £9.6 million (FY24:
£9.1 million), while interest income from gilts was £0.8 million
(FY24: £1.0 million). The Group also earned £0.5 million (FY24: £0.6 million)
from a combination of interest on the Vertus loan facility and interest
received from HMRC.
Net gain attributable to policyholder returns
Underlying
– Tax relief due to shareholders was £2.4 million
(FY24: £1.4 million) in FY25 and relates to life insurance company
tax requirements and thus is subject to valuations at year end,
which are inherently dependent on market valuations at that date.
Non-underlying
– There was a release of £3.4 million from
policyholder reserves, in relation to cumulative amounts historically
recognised which are no longer expected to be paid.
43
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Tax
The Group has operations in three tax jurisdictions: the UK, Australia
and the Isle of Man. This results in profits being subject to tax at three
different rates. However, 95% of the Group’s profit is earned in the UK.
Shareholder tax on ordinary activities for the year increased by
£1.1 million, or 7%, to £17.9 million (FY24: £16.8 million) despite
statutory profit only increasing by £0.2 million.
The increase was due to the non-underlying costs relating to the T4A
goodwill impairment not being tax allowable. The resulting effective
rate of tax over the period was 26% (FY24: 24%).
Our tax strategy can be found at: www.integrafin.co.uk/legal-and-
regulatory-information/.
Dividends
During the year to 30 September 2025, IHP paid a second interim
dividend of £23.8 million to shareholders in respect of FY24 and a
first interim dividend of £10.9 million in respect of FY25.
In respect of the second interim dividend for FY25, the board has
declared a dividend of 8.0 pence per Ordinary Share (FY24: 7.2 pence).
FY25 total dividends paid and declared of £37.4 million compare with
full-year interim dividends of £34.4 million in respect of FY24.
Consolidated Statement of Financial Position
September
2025
£m
September
2024
£m
Change
%
Non-current assets
40.6
32.6
+25%
Current assets
290.7
270.0
+8%
Current liabilities
(43.2)
(47.5)
-9%
Non-current liabilities
(63.2)
(46.8)
+35%
224.9
208.3
+8%
Policyholder assets and liabilities
Cash held for the benefit
of policyholders
1,895.0
1,622.8
+17%
Investments held for the benefit
of policyholders
31,849.9
27,237.8
+17%
Liabilities for linked investment
contracts
(33,744.9)
(28,860.6)
+17%
—
—
—
Net assets
224.9
208.3
+8%
Share capital
3.3
3.3
—
Share-based payment reserve
4.7
4.1
+15%
Employee Benefit Trust (EBT) reserve
(3.6)
(3.3)
+9%
Other reserves
5.4
5.6
-4%
Profit or loss account
215.1
198.6
+8%
Total equity
224.9
208.3
+8%
Net assets increased by £16.6 million (8%) in the year to £224.9 million,
and the material movements on the Consolidated Statement of
Financial Position were as follows:
Non-current assets
Non-current assets increased by 25%, or £8.0 million, during the year
to £40.6 million. This was the net effect of the recognition of a new
right-of-use asset and other property, plant and equipment for the
new London office (£14.2 million), and the £7.5 million impairment
of goodwill and other intangible assets relating to T4A.
Current assets
Current assets increased by 8%, or £20.7 million, during the year to
£290.7 million. This was a result of the strong cash flows generated
from operating activities, which is manifested in a £24.4 million increase
in investments in gilts (£2.5 million of which sits in non-current investments),
with cash and cash equivalents remaining constant year on year, as
the Group has sought to diversify its liquidity holdings and optimise
returns on corporate assets.
Current liabilities
Current liabilities decreased by 9%, or £4.3 million, during the year to
£43.2 million. This was largely due to a fall in the current provision
relating to ILUK policyholder reserves, as a result of reductions in
the estimated amounts required to be held to cover these
potential liabilities.
Non-current liabilities
Non-current liabilities increased by 35%, or £16.4 million, during the year
to £63.2 million. This was a result of a new lease liability recognised in
relation to the new London office (£11.7 million), and a £20.0 million
increase in the deferred tax liability due to ILUK policyholder deferred
income, offset by a £15.3 million decrease in non-current provisions, in
relation to an increase in UK policyholder gains.
Policyholder assets and liabilities
ILUK and ILInt write only unit-linked insurance policies. They match
the assets and liabilities of their linked policies such that, in their own
individual statements of financial position, these items always net off
exactly. These line items are required to be shown under IFRS in the
Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position and the Consolidated Statement of
Cash Flows but have zero net effect.
Cash and investments held for the benefit of ILUK and ILInt policyholders
have risen to £33.7 billion (FY24: £28.9 billion). This increase of 17% is
entirely consistent with the rise in total FUD on the investment platform.
Capital resources and capital management
In order to enable the investment platform within the Group to offer
a wide range of tax wrappers, there are three regulated entities within
the Group: a UK investment firm (IFAL), a UK life insurance company
(ILUK) and an Isle of Man life insurance company (ILInt).
Each regulated entity maintains capital in excess of an internal risk
appetite, which is set above the minimum level of regulatory capital
required, ensuring sufficient capital remains available to fund ongoing
trading and future growth. Cash, cash equivalents and investments
in short-dated gilts are held to cover regulatory capital requirements
and tax liabilities.
The regulatory capital requirements and resources in ILUK and ILInt
are calculated by reference to economic capital-based regimes, which
are UK Solvency II for ILUK and the Isle of Man Risk-Based Capital
Regime for ILInt.
IFAL is subject to Investment Firms Prudential Regime (IFPR) regulatory
capital and liquidity rules. These prudential rules require the calculation
of capital requirements reflecting “K factor” requirements that cover
potential harms arising from business activities. The K factors are
calculated using formulae for assets and cash under administration
and client orders handled.
IFAL’s Public Disclosure document contains further
details and can be found on our website at:
www.integrafin.co.uk/legal-and-regulatory-information/.
Financial review
continued
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Other information
Regulatory capital as at 30 September 2025
Regulatory capital
requirements
£m
Regulatory capital
resources
£m
Regulatory
cover
%
IFAL
70.5
90.1
128
ILUK
244.8
326.4
133
ILInt
32.5
54.6
168
Regulatory capital as at 30 September 2024
Regulatory capital
requirements
£m
Regulatory capital
resources
£m
Regulatory
cover
%
IFAL
60.4
74.8
124
ILUK
229.5
313.1
136
ILInt
26.4
49.0
186
Liquidity
The Group holds liquid assets in the form of cash and cash
equivalents and investments in short-dated gilts. More information
can be found in notes 3, 4, 19 and 21 to the financial statements.
The main uses of liquid assets include:
l
holdings for regulatory and operational purposes, including risk
appetite; and
l
coverage of policyholder returns in the life insurance businesses.
The liquidity buffer, which allows the Group to operate without
triggering internal risk appetites, and having sufficient capacity to
manage potential future changes to regulatory capital requirements,
has increased by £1.6 million during the financial year.
FY25
£m
FY24
£m
Total Group consolidated cash and cash
equivalents and UK gilts*
263.8
242.1
Less: Group cash and cash equivalents and UK
gilts held for regulatory and operational purposes
(133.7)
(118.3)
Less: foreseeable dividend
(26.5)
(23.9)
Less: coverage of policyholder returns in the life
insurance companies
(69.9)
(67.8)
Liquidity buffer
33.7
32.1
*
Differs from the balances per the Consolidated Statement of Financial
Position due to the exclusion of cash held by ILInt for bonds awaiting
approval of £7.0 million (September 2024: £6.5 million). These balances
can be found in note 24 to the financial statements.
Euan Marshall
Chief Financial Officer
16 December 2025
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“In 2025, we continued to reinforce
our risk management processes
and culture, to enable the Group to
stay resilient and agile in the face
of evolving market challenges.”
Emma Vernon
Chief Risk Officer
Risk management
Navigating
uncertainty
Risk management framework
Risk appetite
Our risk appetite is the degree of risk that
we are prepared to accept in pursuit of our
strategic financial objectives. The board is
responsible for approving the risk appetite
statements, defined both on a quantitative
and qualitative basis.
Risk identification
Risks are captured both through external
sources and from top-down principal risk
identification at Group level. Regular
discussions with senior management
and risk owners across the Group also
provide a bottom-up approach.
Risk assessment and management
We use a robust impact and likelihood
scoring approach designed to ensure the
capture of potential harms arising from
business activities and measure these
against both appetites and target scores.
This bottom-up scoring approach takes
place via a risk and control self-assessment
(RCSA) process completed on a no less
than quarterly basis. We use controls and
management actions to manage risks and
bring them within appetite or to target scores.
Policy governance framework
The IHP Group’s Risk Management Policy
provides a high-level direction of the systems
of internal controls, and policies and
procedures are two of the elements that
underpin the internal control process.
Policies are implemented and communicated
by managers and written procedures support
the policies. The framework provides
principles and guidance to ensure that
ownership, control and consistency is
maintained over all policies.
Effective risk management assists the
business and board with our everyday and
strategic decision making and our business
planning processes. It encompasses all risks
that may prevent us from fulfilling our
strategic objectives, as set out on pages 12
and 13, delivery of which requires continually
enhancing our risk management framework
(RMF) which also supports positive outcomes
for all our stakeholders (defined on page 16).
During the year we have continued to focus on
strengthening our risk and control reflexes
and enhancing our risk culture and the RMF.
We have completed a suite of focused risk
management training across the Group, have
further enhanced risk governance and risk
reporting and have selected a new risk
management workflow tool which we will
launch and embed over the coming year
together with further associated enhancements
to other elements of the RMF including risk
taxonomy and assessment.
The inherent risk environment faced by the
Group continues to evolve, and this year the
landscape has been shaped by many factors
including the headwinds of economic, political
and geopolitical upheaval and uncertainty.
Risk culture
A culture of risk awareness and risk
ownership and accountability is facilitated
through a strengthening training programme
to support better communication, challenge
and informed decision making. This is
supported in large part by senior management
and the certification regime and conduct rules
which apply to the majority of employees in
the Group. The board sets the tone from the
top which cascades through the subsidiary
boards and the members of the relevant
executive committees, into their business
areas and functions.
Risk taxonomy
The IHP Group risk taxonomy is being enhanced
by the inclusion of additional tiers. This will
create greater granularity while continuing
to ensure that a common and stable set of
risk categories is used throughout the business
linking in with three control objectives:
operations, reporting and compliance.
Risk reporting
Reporting forms an integral part of the RMF
and changes to risk landscape, new risks,
changes to scoring and breaches of limits
or appetite thresholds are escalated through
the relevant governance channels including
the Executive Committees (ExCos), ARCs
and boards. There is also a clear process
for the escalation of risk events.
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Other information
Governance and the three lines model:
Forums/working groups
First line
Business operations
Second line
Group Risk Management
and Compliance
Third line
Group Internal Audit
Subsidiary Executive Committees
Subsidiary ARCs
Subsidiary boards
IHP ARC
IHP Executive Committee
IHP board
Risk appetite
Risk culture
Risk governance
Three lines model
Risk taxonomy
Risk reporting
Risk assessment and management
Risk capital frameworks
Risk identification
Policy governance framework
Risk capital frameworks
The Company’s regulated subsidiaries fall
under various risk capital regimes. The regimes
are guided by similar underlying risk principles,
albeit the results and reporting requirements
are regime specific.
The regulated subsidiaries are capitalised
at the required regulatory minimum, plus
a buffer defined as part of their capital
management, risk appetite and dividend
policies to reduce potential material harms.
Oversight is provided by management,
regulated subsidiary ARCs and boards to
ensure exposures are adequately identified
and acted upon in a timely manner. We ensure,
through our risk capital frameworks, that our
regulated entities hold adequate capital to
meet obligations. Additionally, the balance
sheets and SCRs are regularly monitored
and, in line with regulatory requirements,
reported to the applicable regulators as required.
For information on our compliance with the
relevant regulatory capital requirements, please
see pages 44 and 45 in the Financial Review.
The IHP ARC supports the board and is responsible for reviewing and challenging the manner
in which the Group implements and monitors the adequacy of the RMF. The role and activities
of the IHP ARC are set out on pages 62 to 66.
The Group’s regulated entity boards are similarly supported by Audit and Risk Committees
(ARCs). The IHP ARC receives updates at each meeting from the respective Chair of the
regulated entity ARCs on key areas of escalation.
The Group’s RMF is implemented through a “three lines” model, to enable delineation of
responsibility for risk management activities. The “first line” business is responsible and
accountable for managing risks on a day-to-day basis within appetite and in line with risk
policies. This is then combined with oversight, support and challenge from the “second line”
Group Risk Management and Compliance functions, and independent assurance, provided
by the “third line” Group Internal Audit function. Group Internal Audit provides a bi-annual
Group assurance map to the IHP ARC and subsidiary ARCs which identifies from which line
assurance is provided for top risks and the extent of that assurance, which also informs
future Group Internal Audit and others’ annual programmes of work.
Group risk management framework
The RMF drives a consistent approach to identifying, measuring and controlling risks, forming a continuous and disciplined part of the
evaluation of business opportunities, uncertainties and threats in managing good stakeholder outcomes.
More information on the component parts can be found in the next four pages.
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Principal risks and uncertainties
Risk
Impact
Mitigation
Competition
The risk that the
Group fails to remain
competitive against its
current peer group and
new market entrants.
l
Weaker than forecast net
inflows, impacting profitability
and/or the medium/long-term
sustainability of the platform
The Group continues to provide exceptionally high levels of service
and can be responsive to client and financial adviser feedback and
demands through an efficient operational base.
The Group monitors the landscape of its platform competitors,
as well as the trends impacting the financial adviser market.
(This includes key technologies that are used by adviser firms,
a market in which T4A competes). The Group’s platform service
and developments remain award winning. We make monthly
releases to our proprietary platform technology, incorporating
improvements and new functionality. Across the core platform and
T4A, we continue to develop our integration capabilities and digital
strategy, expanding the ability for advisers to process directly onto
the platform or via their own systems. This is essential to remaining
relevant and competitive, improving functionality and service efficiency
and allowing the Group to increase the value for money of our service
by reducing client charges, subject to profit and capital parameters
where appropriate. The Group continues to review its strategy and
growth potential. In this regard, it primarily considers organic
opportunities that will enhance or complement its service
offerings to the adviser market.
Strategic pillars
Change over year
Risk appetite
The Group’s business model
exposes it to competitive
markets. This risk is
accepted and the Group’s
risk appetite is aligned
with qualitative and
quantitative measures
Market
The risk of adverse
changes in bond,
equity and property
market values,
currency exchange
rates, credit spreads
and interest rates.
l
Depressed equity and bond
values have an impact on
the revenue streams of the
platform business due to a
large proportion of revenue
being dependent on FUD
The risk is mitigated through the platform offering a wide variety of
assets which ensures platform revenue is not wholly correlated with
one market. This also enables clients to switch assets in times of
uncertainty. In particular, clients are able to switch into cash assets,
which remain on the platform supported by our top quartile interest
rates. In addition, wrapper fees are not impacted by market volatility
as they are based on a fixed quarterly charge.
The Group invests its corporate assets in cash and high-quality,
highly liquid, short-dated investments to mitigate exposure to bond
asset value fluctuations.
Strategic pillars
Change over year
Risk appetite
The Group’s revenue model
exposes it to secondary
market risk and this is
accepted, with partial
mitigation through limited
fixed fee revenue. It has limited
appetite to market risk relating
to market risk exposure
through corporate assets
Strategic pillars
Change over year
Leading functionality
Increasing
Leading service
Reducing
Value for money
Stable
See Strategy on pages 12 and 13
The board has undertaken a review of
the principal risks and uncertainties to the
Group that could undermine the successful
achievement of its strategic objectives and
threaten its business model or future
performance and considered non-financial
risks that could present operational disruption.
The table below presents the Group’s principal risks and
uncertainties together with the related appetite, potential impacts,
mitigations and the risk trend for 2025.
Strategic report
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Other information
Risk
Impact
Mitigation
Capital
The risk that the
regulated entities
within the Group do
not maintain sufficient
capital resources to
meet their regulatory
requirements,
including covering
unexpected losses.
l
Inability to cover
unexpected losses
l
Increase in regulatory capital
requirements by the regulator
The Group’s regulated entities are subject to various regulatory
regimes including the IFPR and UK Solvency II. As a result, ICARA and
ORSAs are conducted. These assessments identify potential harms
and sufficient resources and capital is held to cover the greater of the
internally assessed potential losses or regulatory guidance (capital
requirements). In addition, the risk appetites are set in excess to the
assessed capital requirement and monitored against these appetites.
Strategic pillars
Change over year
Risk appetite
The Group aims to maintain
capital resources which are
sufficient in amount and
quality to exceed regulatory
requirements across its
regulated entities
Liquidity
The risk that the
Group does not have
sufficient available
liquid financial
resources to enable it
to meet its obligations
as they fall due, or to
meet its regulatory
requirements, or
where the Group can
secure such resources
only at excessive cost.
l
Inability to meet obligations
as they fall due
The Group has controls in place which monitor and maintain available
gilts, cash and cash equivalent balances of differing maturities across
its regulated and unregulated entities within defined appetite
parameters. The appetite includes the ability to withstand liquidity
stresses and ensure it can meet liabilities as they fall due.
Strategic pillars
Change over year
Risk appetite
The Group aims to maintain
liquid financial resources
which are sufficient in
amount and quality to
exceed regulatory
requirements across its
regulated entities and to
ensure that all payments
are met as they fall due
Service standard failure
The risk that client
service levels reduce
resulting in reduced
ability to attract and
retain business.
l
Deterioration in adviser
and client retention rates
l
Weaker than forecast net
inflows, impacting profitability
and/or the medium/long-term
sustainability of the platform
l
Heightened regulatory scrutiny
The Group manages the risk by providing its client service teams
with extensive initial and ongoing training, supported by experienced
subject matter experts and managers. Monitoring service metrics
allows the Group to identify areas where there is deviation from
expected service levels or where processing backlogs have arisen
and deliver targeted remediation plans to ensure client outcomes
and service standards are maintained.
The Group also conducts satisfaction surveys to ensure service levels
are still perceived as excellent by our clients and their advisers.
Strategic pillars
Change over year
Risk appetite
The Group has limited
appetite to compromise
service levels below
market-leading standard
People
The risk that the Group
fails to attract, retain,
motivate and develop
its talent, hindering its
ability to meet its
strategic goals.
l
Employees leave due to a lack
of engagement, motivation or
effective management
l
Increased difficulty in
recruiting individuals with the
required talent into the Group
l
Lack of training and
development results in
deterioration in client
service standards and/or
limits career progression
opportunities for employees
The Group aims to minimise the level of retention risk through the
promotion of a culture of inclusion and empowerment, underpinned
by: robust HR policies and procedures, focused on effective people
management; annual engagement surveys; performance-based
variable remuneration; succession planning; and talent mapping.
The Group aims to minimise the level of recruitment risk through
having fair and inclusive recruitment practices in place, completing an
annual remuneration review to ensure that remuneration is consistent
with the market and providing opportunities for career progression.
The Group aims to minimise the level of training and development risk
through the implementation of ongoing competency-based training
programmes, supporting employees in obtaining external qualifications
and having a robust regulatory training programme in place.
Strategic pillars
Change over year
Risk appetite
The Group seeks to
minimise this risk in
order to achieve its
strategic objectives
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Risk
Impact
Mitigation
Resilience
The risk that the
Group fails to absorb,
anticipate, adapt to
or recover from
shocks or stresses
to its operations and
business processes.
l
Harm to clients, market and the
Group if there is an inability to
recover from a shock or stress,
particularly impacting important
business services
l
Financial penalties and/or
regulatory censure
l
Reputational damage
Process: A variety of control approaches are in place to mitigate
process failure risk including process ownership, proactive
continuous risk management to identify and manage critical
processes, scenario-based resilience plans and testing. Critical
processes are designed to be fault tolerant, allowing elements to
be replaced or changed without impacting the overall service.
Internal technology: The use of several industry standard approaches
to achieve this including resilience by design, proactive monitoring,
incident/change/problem management processes, scenario planning
and testing and continuous improvement.
Supplier/third party: Third-party providers are selected through
a robust RFP process that carries out diligence checks and establishes
reporting/operational practices across all appropriate risk areas.
Onboarded third-party providers are managed on a continuous basis
within a vendor management framework.
Strategic pillars
Change over year
Risk appetite
The Group aims to maximise
resilience with respect to
identified critical operational
and business services
Information security
Risk of unauthorised
access, use, disclosure,
disruption, modification,
or destruction of
information assets.
l
Client and/or employee harm
leading to regulatory censure
and/or fines including from
the Information Commissioner
Office (ICO)
l
Harm to clients and the Group
if there is an inability to
recover operations
l
Reputational damage
Information security risk is mitigated via a defence in depth approach,
incorporating technical controls, processes and educating our people,
all of which is overseen by dedicated cyber security and data protection
personnel. Key controls related to monitoring, segregation of duties,
encryption and assurance testing are employed to reduce the probability
of the risk in the context of an evolving threat landscape. A key
element of our approach is the use of continuous surveillance to
monitor systems and detect potential threats in real time. This is
complemented by harnessing threat intelligence, which is designed
to proactively identify relevant external cyber criminal activity. All of
these measures are employed to reduce the likelihood and impact
of security incidents.
Strategic pillars
Change over year
Risk appetite
The Group accepts exposure
to elements of risk as a result
of providing access to its
platform and services over
a public network
Regulatory
The risk that the Group
fails to comply with
regulatory requirements.
l
Poor client outcomes
l
Regulatory fines and/or censure
l
Reputational damage
The Group has an established Compliance function that analyses
regulation and advises on and monitors how our financial services
regulatory standards are met.
The financial services regulated entities in the Group ensure
regulatory standards are met through a framework of policies,
procedures, governance, training, horizon scanning, monitoring
and engagement with our regulators.
Cross-departmental projects are established to deliver significant
regulatory changes, with Group Internal Audit undertaking reviews
during the project phases and/or post-implementation thematic reviews.
Strategic pillars
Change over year
Risk appetite
The Group aims to comply
with regulatory requirements
across the jurisdictions in
which it operates at all times
Financial crime
The risk of failure to
protect the Group
and its clients from
financial crime,
including internal and
external fraud, money
laundering, terrorist
financing, sanctions
violations and
market abuse.
l
Loss of client assets resulting
in client harm
l
Loss of corporate assets as
a result of inadequate
financial controls
l
Regulatory censure and/or
penalties as a result of
facilitating financial crime
l
Reputational damage
The Group has a dedicated financial crime compliance team and a
framework of policies, processes and controls in place to reduce the
likelihood of the Group being used to further financial crime.
Key controls include client and supplier due diligence, bank account
verification, segregation of duties, mandatory staff training and
monitoring of activity on the platform.
Strategic pillars
Change over year
Risk appetite
The Group aims to minimise
its exposure through continuous
improvement to control and
monitoring processes
Principal risks and uncertainties
continued
Strategic pillars
Leading functionality
Leading service
Value for money
Change over the year
Increasing
Reducing
Stable
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Other information
Emerging risks and changes to the risk landscape
Through formal quarterly risk and control review meetings with risk owners and other business
stakeholders, attending industry events and reviewing external sources, emerging risks and
changes to the risk landscape are identified.
By their nature, these emerging risks and landscape changes have uncertainty of likelihood and impact on the business, and previously identified
risks. These are reported and assessed, both at the executive level and at ARCs and, where appropriate, boards. As the landscape evolves,
emerging risks may cease to be relevant, be superseded or migrate to the risk register.
Emerging risks and landscape changes discussed during 2025 have included:
Title and time horizon
Detail
Relevant
strategic pillar
UK government
tax changes
Time horizon: near (next
24 months)
We closely monitor the government’s messaging and policy announcements.
The change in government in July 2024 created additional uncertainty around policy, regulatory and legislative
agendas. The government’s commitment not to increase rates of income tax, national insurance contributions
(NICs) or VAT considerably restricts its scope for raising tax revenues.
In the 2024 UK Budget, capital gains tax rates increased from 10% to 18% for basic rate taxpayers, and from 20%
to 24% for higher rate taxpayers, with effect from 30 October 2024. A range of measures was also announced to
increase receipts from inheritance tax (IHT). The most significant is the proposal to include “unused pension”
pots within the value of a deceased’s estate for IHT purposes. Draft legislation was published in July 2025,
alongside clarification of the mechanics for collection and payment. From 6 April 2027, this measure will increase
IHT liabilities for estates containing inheritable pension wealth and will reduce the inheritance received by beneficiaries.
It remains unclear to what extent the government has factored in the behavioural changes this policy is likely to
drive. We expect to see an increase in clients gifting assets and using trusts to mitigate the impact of these
proposals, which may, in turn, prompt the government to introduce further measures (e.g. capping lifetime gifts)
to counteract such behaviours.
In the period since the 2024 UK Budget, there was growing speculation that the government may consider
increasing income tax rates and/or introducing wealth taxes as part of a broader strategy to restore fiscal
balance and sustain public service funding. In the 2025 UK Budget, there was a reduction in the Cash ISA limit
from £20k to £12k, which will take effect from April 2027 and salary-sacrifice pension contributions above £2k
will also become chargeable for NICs from 2029. This may dampen future inflows into pension wrappers in the
medium term but is unlikely to change client behaviour in the short term. There were no changes to income tax
rates and no change to the pensions commencement lump sum amount.
The combination of policy changes announced in 2024 and 2025 could have a negative impact on client investment
appetite and/or increase the likelihood of outflows in the medium term, impacting net inflows to the platform.
Escalating
geopolitical tensions
Time horizon: ongoing
New and escalating ongoing conflicts around the world have the possibility to impact markets, resource security,
supply chains, the macroeconomic environment and consumer behaviour and confidence as well as increasing
the risk of civil unrest and cyber attacks, particularly state sponsored or politically motivated cyber attacks.
Artificial intelligence
Time horizon: ongoing
AI is a constantly evolving opportunity and risk for the Group. Key areas of activity have included business
proposition and competitive advantage, day-to-day operations, workforce education, cyber security, workforce
impact, data protection and IP risk as well as many ethical and social implications. In order to harness the
benefits of AI whilst effectively managing the associated risks it presents to the Group and society:
l
our people must be AI informed; AI awareness training is a core part of AI adoption alongside active
monitoring of AI societal, ethical or industry impacts;
l
adoption happens within a governance framework;
l
the use of AI is continuously monitored; and
l
data governance is a critical practice that supports positive AI outcomes.
Blockchain,
tokenisation, and
digital asset adoption
Time horizon: ongoing
The prevalence of blockchain, tokenisation and digital asset adoption in the financial services industry is gaining
momentum, and beginning to gain traction within the UK following the experience seen in other jurisdictions.
Tokenisation could have a potential impact on the way that the Group executes client trades and holds client
assets in custody. The adoption of digital assets is already impacting the types of assets demanded by clients
and advisers. The latter has gained more prominence recently in the UK, when the FCA permitted firms to allow
retail clients access to crypto exchange traded notes from 8 October 2025.
Strategic pillars
Leading functionality
Leading service
Value for money
The directors have carried out a robust assessment of the principal and emerging risks facing the Group, including those that would threaten its
business model, future performance, solvency or liquidity. Details of the results and conclusions of this assessment can be found in the Going
Concern and Viability Statement section on pages 52 and 53.
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Going concern and viability statement
The Strategic Report sets out the Group’s business model, its strategic objectives and the
associated risks, and the annual Financial Review on pages 41 to 45.
Going concern is assessed over the 12-month
period from when the Annual Report is
approved, and requires the board to conclude
that the Group has adequate resources to
continue its operations and meet its liabilities
as they fall due over the next 12 months.
As detailed in the going concern disclosure in
the financial statements, on page 103, this is
supported by:
l
the current financial position of the Group;
l
detailed cash flow and working capital
projections based on the Group’s business
plan; and
l
stress testing, including consideration of
regulatory liquidity and capital requirements,
taking account of principal risks and possible
adverse changes in both the economic and
geopolitical climate.
The board has concluded that the Group has
adequate resources to continue its operations,
including operating in surplus of the regulatory
capital and liquidity requirements imposed by
regulators, for a period of at least 12 months
from the date this Annual Report is approved.
For this reason, they have adopted the going
concern basis for the preparation of the
financial statements.
Viability statement
In accordance with provision 31 of the Code,
the board has assessed the viability of the
Group. The directors confirm that they have
a reasonable expectation that the Group will
continue to meet its liabilities as they fall due
over the period of the assessment.
The directors’ assessment has been made
with consideration and reference to the
Group’s current position and three-year
business plan; the Group’s risk appetite; the
Group’s financial projections; the Group’s
principal risks and uncertainties; and stress
testing relating to uncertainty caused by the
economic climate globally and in the UK as
well as geopolitical uncertainty.
The key factors affecting the Group’s viability
and prospects are its growth in the market in
which it operates, market position and
recurring revenue.
Market growth
As discussed in the Market Overview section
of the Strategic Report, the adviser platform
market, upon which the Group derives the
majority of its revenue, continues to benefit
from secular growth tailwinds; sector analyst
publication Fundscape forecasts a five-year
CAGR of 12% in the retail advised platform
market in the realistic scenario from its latest
forecasts from November 2025.
Market position
Market position can be assessed as follows:
independent research consistently rates
Transact as the top platform in the market
(page 3); the number of clients on the
platform increased by 5%; and our Net
Promoter Score remained the highest score
for an adviser platform.
The above measures all demonstrate
adviser and client satisfaction with the
service provided.
Recurring revenue
The absolute level of revenue is dependent
on market values, but key to the recurrence
is the retention of FUD. The T4A business
also has a level of recurring business through
repeat and long-term contracts to provide the
CURO service. Maintaining the recurring
revenue base across these activities is
achieved through retaining clients and
advisers through our service delivery. 99%
of platform revenue is of a recurring nature
(page 43).
Our approach is to focus on organic growth
of FUD through positive net flows to the
platform. We aim to generate growth of
revenue and to control costs, to ensure that
the Group’s profit margin is resilient over the
medium term.
Assessment period
and measures
It is the board’s view that a three-year time
horizon is an appropriate period over which
to assess its viability and prospects, and to
execute its business plan. This assessment
period is consistent with the Group’s current
business plan projections and the ICARA
process and ORSAs of the Group’s regulated
entities. Consideration is also given to
projections beyond this period, though this
does not form part of the formal assessment.
The strategy and business plan is approved
annually by the board and updated as
appropriate. It considers the Group’s ongoing
ability to attract and retain clients and advisers,
net inflows, market growth, profitability, cash
flows, capital requirements, dividend payments,
and other key variables such as liquidity and
the solvency requirements of the
regulated entities.
The business plan is also considered under
stress and scenario tests, to ensure the
business has sufficient flexibility to withstand
such impacts by adjusting its plans within the
normal course of business and also identify
appropriate management actions, if
necessary, during periods of stress.
The stress and scenario tests applied are
severe, yet plausible, at both an individual and
combined level. We recognise the importance
that climate change may have on our business
and our approach for the current financial year
towards climate-related scenarios is set out in
our TCFD disclosures on pages 34 to 40.
The key scenarios considered by the board
are as follows:
Cyber extortion
A threat actor gains network access, leading
to data being stolen and the execution of
ransomware. This leads to reputational
damage, client compensation and fines.
Reactivation of dormant legacy code
An infrastructure upgrade inadvertently
reactivates dormant legacy code, resulting in
undetected transaction processing errors
and reconciliation failures. This leads to
regulatory censure, client compensation,
and undermines client confidence resulting
in significant fund outflows.
Mass sector consolidation
and vertical integration
A wave of investment into the sector drives
mass consolidation and vertical integration in
the financial advice market, leaving the majority
of the sector concentrated in a small amount
of large firms operating adviser-as-platform
models. This triggers significant transfers
onto in-house platforms, compresses margins,
alongside fees and the market dropping.
UK extreme and
prolonged heatwave
Extreme heat in the UK results in the disruption
in services of a material outsourced supplier
and reduction in ability of employees to
effectively service clients. The impact
on service and communication leads to
reputational damage, client compensation
and fines.
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Failure to adopt promoted best practice of the regulator
Failure to implement promoted best practices leads to non-compliance
with thematic guidance. This results in remediation activities, client
compensation and reputational damage.
Combined scenario
This scenario considers the impact of a combination of the
“undetected bug after system development” and “failure to adopt
promoted best practice of the regulator” scenarios.
Assumptions underlying the stress scenarios
To illustrate the severity of the scenarios modelled, the following
table sets out some of the key changes in parameters made in the
scenarios. The most severe scenarios modelled assumed a number
of these changes occurred within the same scenario during the
business planning period.
Risk factor
Stress applied to base case assumption
Mass lapse
A 30% drop in the number of clients over
three months.
Increase in outflows
A 95% increase in outflow rates for up to
12 months.
Decrease in inflows
A 30% decrease in inflow rates for 12 months.
One-off spikes in
operating costs
Up to £15.0 million one-off spike in operating
costs depending on the underlying
stress scenario.
Expense increase
An expense increase of 10% per year over the
business planning period.
The results of the above stress and scenario tests led to the following
conclusions. The assessment was made considering the Group’s
three-year business planning period:
l
no liquidity issues are expected to arise in the Group; and
l
each of the Group’s regulated entities has sufficient available
capital to cover their regulatory solvency requirements.
Non-financial and sustainability information statement
The Strategic Report includes non-financial information required in accordance with section
414CB of the Companies Act 2006. The most directly relevant non-financial information is signposted
below; however, the Strategic Report does touch on these topics briefly in other sections:
S.414CB requirement
Relevant Strategic Report section
Environmental matters
Responsible Business – Being a responsible operator, pages 31 and 32
TCFD, pages 34 to 40
Employees
Responsible Business – Being a responsible employer, pages 28 to 30, Nomination Committee
Report, pages 67 to 69
Social and community
Responsible Business – Delivering responsible outcomes for clients, page 27, Being a responsible
employer, pages 28 to 30
Human rights
Responsible Business – Being a responsible employer, page 30
Anti-bribery and corruption
Responsible Business – Being a responsible employer, page 30
Business model
Strategy and Business Model, pages 10 to 13
Principal risks and how they are managed
Risk Management, pages 46 and 47
Non-financial key performance indicators
Strategy and Business Model, pages 10 to 13, Key Performance Indicators, pages 14 and 15
Approval of the Strategic Report
A statutory requirement of the Annual Report is that the directors produce a Strategic Report.
Section 172 of the Companies Act states that the purpose of the report is to inform members of the Company and help them assess how the
directors have performed their duty. To fulfil this, directors must act in a way they consider, in good faith, would be most likely to “promote the
success of the Company for the benefit of its members as a whole”.
The Strategic Report should provide shareholders with a comprehensive and balanced overview of the Group’s business model, strategy,
development, performance, position and future prospects. The Strategic Report should be clear, concise and unambiguous, and should
demonstrate how the Company has considered the interest of employees, and the impact of the Company’s operations on the community
and environment.
The directors believe that the Strategic Report on pages 1 to 53 meets all relevant statutory objectives and requirements.
By order of the board,
Helen Wakeford
Company Secretary
16 December 2025
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Chair’s introduction
On behalf of the board,
I am pleased to present
the report setting out the
Group’s corporate governance
arrangements, which reflect
the standards required by the
2018 UK Corporate Governance
Code (the ‘Code’).
The Group’s purpose is to make financial
planning easier through the provision of
efficient financial adviser software, personal
service and value for money. Proportionate
and effective governance facilitates the
Group in the overall delivery of that purpose
whilst providing assurance and accountability
to all our stakeholders that their interests
are paramount.
We continue to abide by the overriding
principles of the Code, which are designed to:
l
promote long-term sustainable success
of the Company, business effectiveness,
efficiency, responsibility and accountability.
Further details relating to this are set out in
the long-term consequences of decisions
section in the Companies Act Section 172
Statement, on page 20;
l
provide suitable opportunity for employee
engagement in the business. Further details
relating to this are set out in the Companies
Act Section 172 Statement, on page 20;
l
assist the effective review and monitoring
of the Group’s activities;
l
help identify and mitigate significant risks
to the Group, as set out in our Risk Report
on pages 46 to 51; and
l
provide the necessary disclosures to
stakeholders to make a meaningful
analysis of the Group’s business
activities and its financial position.
Statement of compliance
The Code sets out the principles and
provisions relating to good governance of
UK listed companies and can be found on
the FRC’s website at www.frc.org.uk.
The Company has, throughout the year
ended 30 September 2025, applied the
principles, and complied with the provisions,
of the Code, except in relation to the following:
Provision 36:
The Company’s remuneration
structure has adopted a vesting period for
deferred bonus shares of three years with a
one-year performance assessment period
before award and a further one-year holding
period resulting in a five-year period before
the awards can be realised. This aligns with
the objectives of the Code’s recommended
five-year vesting period. Minimum shareholding
and post-employment shareholding requirements
are in place for executive directors as
recommended by the Code. The Company
believes that the executive directors are
sufficiently invested in the Company’s
long-term success and that further
restrictions are not currently required.
Richard Cranfield
Chair
16 December 2025
Effective
governance
“IHP continues to build upon our
foundations of good governance,
which supports our strategic
objectives, manages risks and
promotes the Group’s culture.”
Richard Cranfield
Chair
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Governance dashboard
Principles of the Code
1. Board leadership and Company purpose
Page
Chair’s introduction
54
Our board
56 and 57
Purpose, values and strategy
12 and 13
Culture
28 to 30
Board stakeholder engagement and decision making
16 to 19, 59
Key performance indicators and strategic performance
14 and 15
Risk assessment
46 to 51
Risk management
46 and 47
Rewarding our workforce
28 to 30, 70 to 84
2. Division of responsibilities
Our board and governance structure
58
Independence and time commitments
58
Committee reports
62 to 84
Board and Committee meeting attendance
60
3. Composition, succession and evaluation
Page
Our board
56 and 57
Our board and governance structure
58
Board and Committee meeting attendance
60
Nomination Committee Report
67 to 69
4. Audit, risk and internal control
Board Audit and Risk Committee Report
62 to 66
Statement of Directors’ Responsibilities
88
Risk management
46 and 47
Principal risks and emerging risks
48 to 51
Going concern
52 and 53
Viability Statement
52
5. Remuneration
Directors’ Remuneration Report
70 to 84
Board composition as at 30 September 2025
Gender
Ethnicity
Board composition
Tenure
Female – 44%
Male – 56%
White – 89%
Mixed/multiple
ethnic groups – 11%
Executive directors – 33%
Independent non-executive
directors (including the
Chair) – 67%
0-3 years – 11%
3-6 years – 45%
6-9 years – 22%
9 years+ – 22%
Board skills matrix disclosure (number of directors)
Executive/senior management
committee experience
Actuarial
Asset/fund management
Audit
Legal/compliance/governance
Technology
Insurance
Customer outcomes
Financial management
Treasury
People leadership
Risk management
Regulation
Operations
Outsourcing/third-party management
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Board of directors
An
experienced
board
Board leadership and
Company purpose
Our purpose, values and strategy are set
out on pages 12 and 13 and describe the
Company’s focus. The board’s focus is to
ensure that the Group delivers long-term
sustainable value for all stakeholders.
To deliver this the board oversees the
maintenance of a sound system of internal
controls and continually reviews the overall
effectiveness of the Group’s risk
management systems.
The board also oversees the Group’s
culture to ensure it is aligned with the
Company’s purpose, values and strategy.
Board changes during the year
Irene McDermott Brown, Independent
Non-Executive Director
Appointed to the board: 1 January 2025
5
6
1
2
3
7
8
4
9
1 – Richard Cranfield
Non-Executive Chair
Appointed to the board:
26 June 2019
Skills and expertise:
Richard is a qualified solicitor and has an MA in
Economics and Law from Cambridge University.
His previous experience includes working for Allen
& Overy (A&O) LLP (and its predecessor firm)
between 1978 and 2022, being a Partner from
1985 to 2021.
External appointments:
Henderson High Income Trust Plc – Non-Executive
Director, from 2020
The Not Forgotten Association – Director,
from December 2024
N
R
2 – Alexander Scott
Chief Executive Officer (CEO)
Appointed to the board:
11 February 2014
Skills and expertise:
From November 2010 Alexander was
Chief Financial Officer and Head of Risk,
becoming a Director in July 2011. Alexander
became Chief Executive Officer in March 2020.
Alexander has a BSc in Actuarial Science from City
University and is a Fellow of the Institute of Actuaries.
External appointments:
None
N
3 – Euan Marshall
Chief Financial Officer (CFO)
Appointed to the board:
3 January 2024
Skills and expertise:
Euan is a qualified accountant and has over 20 years
of financial services experience. Previously Euan
held the role of CFO at CMC Markets plc. He joined
CMC Markets in 2011 and has held roles including
Head of Finance, prior to becoming CFO in 2019.
His experience prior to CMC Markets includes
work at Barclays, HSBC, and Deloitte.
Euan holds a BSc in Economics and Econometrics
from the University of Nottingham and is a
CIMA member.
External appointments:
None
Key
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
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4 – Michael Howard
Executive Director
Appointed to the board:
11 February 2014
Skills and expertise:
Michael co-founded the Group in 1999 and was
Executive Chair of the Group from 2001 until
stepping down in October 2017 and becoming
an Executive Director. He founded ObjectMastery in
Australia in April 1992, which developed the
software which underpinned the creation and
development of the Transact platform.
Michael holds a BA in Economics from York University
and is a qualified chartered accountant.
External appointments:
None
5 – Caroline Banszky
Independent Non-Executive
Director
Appointed to the board:
22 August 2018
Skills and expertise:
Caroline is a qualified chartered accountant,
having originally trained at what is now KPMG.
Her previous experience includes being Chief
Executive of The Law Debenture Corporation plc
between 2002 and 2016, Chief Operating Officer
of SBV Holdings PLC (now Novae Group plc)
between 1997 and 2022, Finance Director of
N M Rothschild & Sons Limited between 1995
and 1997, Non-Executive Director and Chair of
A&CC for 3i Group plc between 2014 and 2023
and member of Investment Committee of
The Open University between 2016 and 2024.
External appointments:
Gore Street Energy Storage Fund plc –
Chair of Audit Committee, from 2018
A
6 – Victoria Cochrane
Senior Independent
Non‑Executive Director and
Designated Non-Executive
Director for ESS
Appointed to the board:
28 September 2018
Skills and expertise:
Victoria is a qualified solicitor, with over 20 years’
experience as General Counsel and latterly as
Global Head of Risk. Victoria’s previous roles
include being Non-Executive Director of Perpetual
Income and Growth Investment Trust plc between
2015 and 2020; Non-Executive Director of Gloucester
Insurance Ltd between 2008 and 2013; Global
Executive Board Member of EY between 2008 and
2013; Executive Board Member of EY (NEMIA and
UK) between 2006 and 2009; and Senior Adviser
at Bowater Industries Ltd between 2014 and 2015.
External appointments:
DTEK Group – Advisory Council Member,
from March 2024
Confederation of British Industries – Non-Executive
Director, from 2023
Ninety One plc – Chair of the Audit and Risk
Committee, from 2019
Euroclear Bank SA/NV – Non-Executive Director,
from 2016
A
N
R
7 – Irene McDermott
Brown
Independent Non-Executive
Director
Appointed to the board:
1 January 2025
Skills and expertise:
Irene has an MSc in Industrial Relations and
Personnel Management from the London School
of Economics. Irene is currently Senior Independent
Director and Chair of the Remuneration Committee
at Lancashire Holdings Limited, a position held
since 2021. Her previous experience includes
Chief HR Officer at M&G; HR Director, UK & Europe
at Prudential; various roles at Barclays including
Group Human Resources Director from 2013 to
2016; and HR Director, Functions and HR
Transformation at BP from 2005 to 2011.
External appointments:
Lancashire Holdings Limited – Senior Independent
Director and Chair of the Remuneration Committee
from 2021
N
R
8 – Rita Dhut
Independent Non-Executive
Director and Designated
Non-Executive Director
for Employee Engagement
Appointed to the board:
22 September 2021
Skills and expertise:
Rita has a BSc in Business Studies from City
University. Her previous experience includes
various positions at Aviva Investors between 2001
and 2012, including Head of European Equities and
Head of Pan European Equity Value Investing; and
various positions at M&G between 1994 and 2000,
including Director of European Equities.
External appointments:
JP Morgan European Investment Trust Plc –
Non-Executive Director, from 2019 and Chair
from 2022
Ashoka India Equity Investment Trust Plc –
Non-Executive Director, from 2018
UK Research and Innovation – Non-Executive
Director from 2024
A
N
R
9 – Robert Lister
Independent Non-Executive
Director
Appointed to the board:
26 June 2019
Skills and expertise:
Robert has a BA in Classics from Oxford University.
His previous experience includes Non-Executive
Director of Credit Suisse Asset Management (UK)
Limited, between 2012 and 2022; Director of
Aberdeen Smaller Companies Income Trust PLC,
between 2012 and 2022; Non-Executive Director of
Investec Wealth and Investment Limited between
2010 and 2020 and Director of Rensburg Sheppards
PLC, between 2008 and 2010, as well as working
for Dresdner Kleinwort Wasserstein between 1998
and 2008 and Barclays de Zoete Wedd between
1983 and 1998.
External appointments:
Reliance Bank Limited – Director from March 2025
A
N
R
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The role of the board and its responsibilities
The role of the board
The board recognises the importance of a
clear division of responsibilities between
executive and non-executive roles and, in
particular, a clear delineation of the Chair’s
responsibility to run the board and the CEO’s
responsibility for running the Group’s business.
The roles of Chair, CEO and Senior Independent
Director (SID) are clearly defined and have
been reviewed and approved by the board.
The allocation and division of responsibilities
is available on our website here: www.
integrafin.co.uk/corporate-governance/.
Matters reserved for the board
The board is the main decision-making and
review body for the Company. It determines
the strategic direction of the Company and is
responsible for the overall management of
the Company and the business operations
for its subsidiaries.
The board’s remit is documented in its terms
of reference, which include details of matters
reserved for the board and matters delegated
by the board to its committees and the
management team. The terms of reference
are reviewed and updated annually. Matters
that are reserved for the board include
strategy and management, structure and
capital, financial reporting and controls,
internal controls, material contracts,
communication, board membership and
appointments, remuneration and corporate
governance matters.
Independence and
time commitment
All the non-executive directors are
considered to be independent, and the Chair
was considered to be independent on being
appointed to the role. There are a number
of ways in which the independence of
non-executive directors is safeguarded:
l
meetings between the Chair and
non-executive directors without
management present occur regularly;
l
the SID meets at least annually with each
non-executive director to obtain feedback
on the Chair’s performance;
l
non-executive directors’ tenure on the
board is reviewed annually by the
Nomination Committee as part of
board succession planning;
l
any external commitments must be
disclosed to the board as and when they
arise for consideration and approval before
accepting; and
l
when making new director appointments,
the board takes into account other
demands on the director’s time.
The board has reviewed the other commitments
of the non-executive directors and concluded
it is satisfied that each remains able to
commit sufficient time to their role as a
director of IHP.
Conflicts of interest
The Company’s Articles of Association
permit the board to consider and authorise
situations where a director has an actual, or
potential, conflict of interest in relation to the
Group. The Company maintains a conflicts of
interest register, which is reviewed annually
by the Nomination Committee and the board.
In addition, prior to each board meeting, the
directors are asked to declare any conflicts
they may have with regard to the business
meeting. Directors who declare a conflict of
interest may be authorised by the rest of the
board to participate in decision making in
accordance with section 175 of the
Companies Act 2006.
The board considers and, if appropriate,
authorises any conflicts or potential conflicts
of interests of directors and imposes any
limitations, qualifications or restrictions
as required or as recommended by the
Nomination Committee.
Subsidiary governance
The Group’s regulated principal operating
subsidiaries carry out their business of
providing investment and life insurance
activities. Each of the boards of IFAL, ILUK
and ILInt is comprised of a mix of executive
and non-executive directors in line with UK
(IFAL and ILUK) and Isle of Man (ILInt)
regulatory requirements. In each case the
membership of the board has a mix of skills
and experience relevant to the board,
resulting in membership composed of both
members with cross directorships within the
Group, and members who are independent
of any other Group appointment. We believe
that this delivers optimal governance to
each entity.
The board and committee governance
framework of the main regulated operating
subsidiaries is outlined below.
Each operating subsidiary Audit and Risk
Committee (ARC) is responsible for overseeing
the internal controls and risk management
systems for their respective subsidiary and
reporting assurances up to the IHP ARC
annually that these systems remain effective.
More details of how the board fulfilled its
s.172(1) duties in relation to this decision
is noted in the “Principal Decisions” section
on page 21. Further information on how the
Nomination Committee has been involved
in subsidiary board composition and
succession planning under the new
structure is outlined on page 68.
IFAL
Board
ILUK
Board
ILInt
Board
IAD
Board
ISL
Board
T4A
Board
IFAL
Audit and
Risk Committee
ILUK
Audit and
Risk Committee
ILInt
Audit and
Risk Committee
IHP
Nomination
Committee
IHP
ExCo
IHP
Remuneration
Committee
IHP
Audit and Risk
Committee
IHP
Board
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Key board activities during the year
Business performance
and strategy
l
Consideration of current and future
business initiatives.
l
Approval of the Group strategy including
review of business plans and pricing
strategy and monitoring performance
against strategy.
l
Reviewing Transact, T4A and wider
industry market performance updates.
l
Reviewing quarterly investor relations
updates including analyses of Company
share price performance.
l
Receiving updates on and discussing
IT infrastructure and systems and
IT strategy.
l
Analysis of recent developments
in platform markets.
Link to strategy
Link to stakeholders
1
2
3
4
5
6
Risk management controls
l
Receiving assurance from the boards of
the relevant UK subsidiaries that they had
implemented the measures required to
meet the regulator’s expectations of firms’
oversight of the implementation of firms’
compliance with the Consumer Duty by
31 July 2024.
l
Receiving updates from the IFAL
board that it has approved the ICARA.
l
Reviewing quarterly risk reports.
l
Approving Group’s RMF, Risk Management
Policy and risk appetite framework.
l
Receiving training.
l
Oversight of enhancements to risk
and control environment.
Link to strategy
Link to stakeholders
1
3
4
6
Finance and reporting
l
Reviewing quarterly and half-year results.
l
Monitoring performance and capital
position against budget.
l
Approving Annual Report
and financial statements.
l
Reviewing and approval of dividend
payments in accordance with the Group’s
dividend policy.
l
Reviewing and approval of the Group
tax strategy.
l
Reviewing and monitoring business
plans and projections, including ongoing
review of business performance and
comparison to market consensus
on business performance.
Link to strategy
Link to stakeholders
2
3
4
Sustainability and
stakeholder engagement
l
Quarterly updates on environmental matters.
l
Reviewing board Diversity Policy.
l
Receiving HR updates including monitoring
culture and employee survey feedback.
l
Reviewing shareholder feedback from
engagement sessions with Chair,
Remuneration Committee Chair and
Company Secretary.
Link to strategy
Link to stakeholders
1
2
3
4
5
6
Governance
l
Reviewing board evaluation results and
progress of prior year’s evaluation actions.
l
Annual review of policies including
whistleblowing, anti-bribery and corruption
policy and modern slavery statement.
l
Receiving board committee updates.
l
Approval of AGM documentation.
Link to strategy
Link to stakeholders
2
3
4
Our stakeholders
1
Our clients and advisers
2
Our employees
3
Our regulators
4
Our shareholders
5
Our suppliers
6
Our communities
See Stakeholder engagement
on pages 16 to 19
Strategic pillars
Leading functionality
Leading service
Value for money
See Strategy on pages 12 and 13
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Composition, succession and evaluation
Board composition
During the year the Company had three
executive directors and for the majority of the
year a total of five independent non-executive
directors (excluding the Chair but including
Irene McDermott Brown who joined the board
on 1 January 2025).
The board meets the Code requirement that
at least 50% of the board (excluding the Chair)
is comprised of independent
non-executive directors.
Committees
There are three committees of the board:
Audit and Risk (ARC), Nomination, and
Remuneration. The ARC and the Remuneration
Committee are wholly non-executive committees,
and the members are all independent
non-executive directors. The Chair of the
board is a member of, and chairs, the
Nomination Committee. The other members
of the committee comprise the SID, the CEO
and two other independent non-executive
directors, meaning the committee has a
majority of independent directors.
The membership and terms of reference
of these board committees are reviewed
annually. The terms of reference for each
committee are available on the Company’s
website www.integrafin.co.uk/corporate-
governance/.
Board succession
Irene McDermott Brown was appointed as
independent non-executive director of the
IHP board and Chair of the Remuneration
Committee following Christopher Munro’s
retirement the previous year.
The board will continue to assess the
composition of the board and its ongoing
suitability throughout the year.
Directors’ induction
A tailored induction programme is prepared
for each new director, based on their individual
needs. The programme comprises the
following areas:
l
Information and materials: a comprehensive
library of materials is provided electronically,
including prior board and committee
papers and minutes, information on
Company values and culture, strategy
materials, regulatory information, and
statutory and governance documentation
and policies.
l
Scheduled meetings: individual meetings
are arranged with key stakeholders and
employees to explore in more detail significant
aspects of the business and to assist with
relationship building between the director
and management.
Directors’ development
and training
Each board member is responsible for
identifying training appropriate to their needs,
and the non-executive directors maintain
individual annual training logs. The Chair and
Company Secretary ensure continuing training
and development for all directors based on
both general and individual requirements.
The board carries out periodic “deep dives”
into specific areas of the business in order
to broaden the directors’ understanding of the
Group’s business and the opportunities and
challenges it faces. During the financial
year, training and deep dive sessions were
facilitated for the directors, covering various
areas including the following topics:
l
Cyber security and cyber insurance.
l
Transact wrappers.
l
Platform technology.
l
Vulnerable customers under Consumer Duty.
l
Role of the non-executive directors and
conflicts of interest provided by A&O LLP.
l
Crisis preparedness provided by FGS.
In addition, open Question & Answer sessions
between the directors and management are
held periodically to facilitate engagement with
senior executives.
Board and committee meetings and attendance
Board meetings
Audit and Risk Committee
Nomination Committee
Remuneration Committee
Eligible
¹
Attended
Eligible
Attended
Eligible
Attended
Eligible
Attended
Caroline Banszky
6
6
7
7
—
—
—
—
Victoria Cochrane
2,5
6
6
7
7
8
7
4
4
Richard Cranfield
7
7
—
—
8
8
9
9
Rita Dhut
3,5
6
5
7
7
1
1
9
8
Michael Howard
5
7
6
—
—
—
—
—
—
Robert Lister
6
6
7
7
8
8
9
9
Euan Marshall
7
7
—
—
—
—
—
—
Irene McDermott
Brown
4
5
5
—
—
7
7
7
7
Alexander Scott
7
7
—
—
8
8
—
—
1
The Non-executive Directors were not eligible to attend the board meeting where their fees were considered.
2
Victoria Cochrane was a member of the Remuneration Committee until 27 February 2025.
3
Rita Dhut was a member of the Nomination Committee from 14 August 2024 to 1 January 2025 whilst the search for a new non-executive director was ongoing.
4
Irene McDermott Brown joined the board and became a member of the Nomination Committee and Remuneration Committee from 1 January 2025.
5
Any absences were due to the short notice of the meeting; where they were unable to attend, non-executive directors were provided with the materials for the
meeting and given an opportunity to provide comments beforehand.
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Election and re‑election of directors
The Company’s Articles of Association require existing directors to retire from office at each AGM and be eligible for re-election.
Board effectiveness review
In line with best practice and the requirements of the Code, the board and its committees undertake an external evaluation every three years.
With the assistance of Independent Audit Ltd, the Company undertook an external evaluation in FY23 and the next external evaluation will be
conducted in 2026.
FY24 board evaluation – progress update
Independent Audit Ltd presented its report to the Chair and subsequently to the board in September 2023.
The areas identified for the board to focus on in FY23 and beyond, together with progress, are summarised below:
Area of assessment
Agreed action
Progress
Improved
communication to
and from subsidiary
boards, as well as
within the IHP board
IHP board members, subsidiary Chairs and committee
Chairs commit to prioritising improvements to the
subsidiary reporting up to the board. There will also
be a renewed focus on improving communications
outside of formal board meetings.
Whilst some progress has been made, it is acknowledged
that there is room for further improvement and this will
be incorporated into the 2025 board evaluation actions.
Improved timeliness
of board papers
Too many board papers are arriving after the cut off for
submission, thereby reducing directors’ abilities properly
to review them. Writers and reviewers therefore commit
to more regimented scheduling when drafting and
submitting papers.
Whilst some progress has been made, it is acknowledged
that there is room for further improvement and this will
be incorporated into the 2025 board evaluation actions.
Improved conciseness
of papers to the board
Papers are to be shortened and will all include executive
summaries. The size of board packs will be reduced to
encourage the distillation of key information.
Whilst some progress has been made, it is acknowledged
that there is room for further improvement and this will
be incorporated into the 2025 board evaluation actions.
FY25 board evaluation
In 2025 the Company undertook an internal evaluation of the performance of the board and individual directors. The evaluation process
is outlined below:
Scope and planning
Obtaining feedback
Analysing and reporting
The Chair and Company Secretary met
to determine the proposed scope and
approach of the questionnaires to be
circulated for completion.
Tailored questionnaires were agreed and
completed by all directors and other
non-board attendees to gain diverse
feedback on the board’s effectiveness.
The results of the questionnaires were
analysed with key themes summarised
and a final report presented to the board
in September 2025 with actions agreed.
The areas identified for the board to focus on in FY26 and beyond are summarised below:
l
Group and entity strategy session.
l
A board cultural change programme led by the Chair, with a key focus on communication, inclusion and establishing clarity of accountability.
Chair evaluation
The SID led the performance evaluation of the Chair by meeting separately with each of the executive and non-executive directors, and the Head
of Legal & Company Secretary. The Senior Independent Non-Executive Director then met with the Chair to discuss the directors’ feedback and
agree actions for 2026 and beyond.
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Audit and Risk Committee report
Statement from the Chair of the committee
I am pleased to present report of the Audit and Risk
Committee’s (ARC, the ‘committee’) for the year ended
30 September 2025. The report provides insight into our
work undertaken this year and I would thank members
for their contribution throughout the year.
During the year, the ARC has continued
to oversee preparations for the introduction
of the FRC Corporate Governance Code
2024, including two iterations of the
Group’s new attestation programme,
and considered the implications of the
new “failure to prevent fraud” offence.
The committee continues to scrutinise
management reporting on: internal
controls, including the enhancement
of material controls for top risks and
important business services; financial
and non-financial reporting; the
independence and effectiveness of the
External and Internal Audit functions;
and risk management. It also provides
oversight at the Group level of the
embedding of Consumer Duty. The
committee received updates on the
selection of replacement risk management
software and finance system software,
as well as the expected enhancements
to the material controls, risk management
framework and business risk impact
assessment matrix.
During FY25, the committee continued
its oversight of the delivery of the Group’s
agreed objectives as the strategy continued
to be developed and delivered and has
overseen the development of the IHP
Group Responsible Business Strategy.
In addition, the committee continued to
review the Company’s control environment
,
including IT and general controls, with
a focus on the enhancement of the
Group’s IT security.
I will be available to answer any
questions at the AGM. Further details
will be set out in the Notice of AGM.
Further information on the activities of
the committee is provided below.
In FY26, the committee will oversee
the replacement of financial and risk
management software, support the
implement of maturity enhancements
to the Risk Management Framework
and oversee preparations for compliance
with Provision 29 of the Corporate
Governance Code.
Caroline Banszky
Chair, Audit and Risk Committee
16 December 2025
Membership and attendance
The committee meets at least four
times each year and may meet at other
times, as requested by the Chair. The
ARC met seven times during this
financial year. Attendance at the
committee is outlined on page 60.
All committee members are independent
non-executive directors, consistent with
the Corporate Governance Code, with
the committee Chair being a qualified
accountant. The board also considers
the Chair to have recent and relevant
financial experience. The board is satisfied
that the committee as a whole has an
effective balance of skills and experience
to perform its responsibilities. Details of
each member’s skills, education and
experience are outlined in the Directors’
biographies on pages 56 and 57.
The committee membership is kept
under review by the Chair of the
committee, in collaboration with
the Nomination Committee.
All committee members are provided
with initial and ongoing training to support
them in carrying out their duties effectively.
During the year, training was made
available to the committee on:
l
Operational resilience.
l
Cyber incident response training
(provided by external consultants, Kroll).
l
Cyber insurance.
l
Asset onboarding and servicing.
l
Vulnerable customers training.
l
Crisis preparedness.
l
Transact wrappers.
l
Platform technology.
l
Bid defence manual planning refresh.
l
Services provided by ISL to the Group.
Regular attendees at committee
meetings include the board Chair, the
IHP non-executive directors who are
not members of the committee, the IHP
CEO, the IFAL CEO, the Group CFO,
the Group Chief Risk Officer, the Group
Counsel, the Chief Internal Auditor, the
Head of Legal/Company Secretary and
the Group’s external auditor.
Other members of management are
invited to attend meetings as required.
Members*
Caroline Banszky
(Chair)
22 August 2018
Victoria Cochrane
28 September 2018
Robert Lister
4 September 2019
Rita Dhut
16 March 2023
*
As at 30 September 2025, dates shown are those
of appointment to the board.
Key highlights during the year
l
Review of the activities of the subsidiaries’
Audit and Risk Committees (ARCs).
l
Assessment and challenge of the
appropriateness of the judgements and
estimates applied by management in the
preparation of the Annual Report.
l
Oversight of the cyber security programme
and independent security assurance testing
activities conducted on behalf of the Group.
l
Oversight of ISL key activities provided
to the regulated entities.
Key priorities for the year ahead
l
Oversight of the replacement of financial
and risk management software.
l
Implementation of maturity enhancements
to the Risk Management Framework including
risk assessment methodology and risk
taxonomy, supported by the new risk and
control tool to be launched and embedded.
l
Continued subsidiary focus including
oversight at a Group level for the
embedding of Consumer Duty.
l
Oversight regarding preparation and readiness
for compliance with Provision 29 of the
Corporate Governance Code 2024 from
October 2026.
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The committee Chair meets privately with
the Group CFO, Chief Internal Auditor, Group
Chief Risk Officer, Chief Technology Officer,
Head of Information Security, Head of
Compliance, the MLRO and the external audit
partner at EY to discuss issued reports,
relevant financial and risk reporting
and regulatory developments.
Role of the committee
The primary role of the committee is to
ensure the integrity of the financial and
non-financial reporting and auditing
processes and monitor the effectiveness
of the Group’s internal control, governance
and risk management systems. This ensures
there are continuing appropriate levels of
external and internal audit and risk assessment
to cover all material risks (including fraud)
and controls, including financial, operational
and compliance processes and procedures
and non-financial reporting, including, in
particular, assurance over the Company’s
compliance with TCFD reporting.
The committee is also responsible for
oversight of the Group’s relationship with
the external auditor. This includes making
recommendations to the board in relation to
the (re)appointment of the external auditor,
approving its scope of work, fees and terms
of engagement, as well as regularly reviewing
its independence, objectivity and effectiveness.
The detailed responsibilities of the
committee are set out in its terms of
reference, which can be found at
www.integrafin.co.uk/corporate-governance.
Details of the work of the committee in
discharging its responsibilities during the
financial year are outlined further below.
Key committee activities through the year
Area of consideration
Committee review and conclusion
Financial reporting
l
During the financial year, the committee:
—
reviewed and challenged the financial reporting undertaken by the Group, with input and support from the
Group’s external auditor;
—
reviewed and considered the Financial Reporting Council (FRC)’s feedback and observations relating to IHP’s
FY24 annual report and accounts. This was based on a review of IHP’s annual report and accounts by staff
of the FRC who have an understanding of the relevant legal and accounting framework but not a detailed
knowledge of the business or understanding of the underlying transactions entered into. The intention of the
review was to consider compliance with reporting requirements and not to provide assurance that the annual
report and accounts was correct in all material respects. The ARC oversaw the review of the feedback and the
IHP response, and the FRC observations have been published on their website;
—
reviewed and considered the disclosures in the Annual Report and financial statements, recommended to
the board the published Annual Report and financial statements and Interim Report and concluded that the
reports were fair, balanced and comprehensible;
—
considered the consistency of accounting policies, the financial reporting process and the disclosure of key
accounting and financial risks. Further information on the key financial and non-financial risks can be found on
pages 48 to 50;
—
reviewed the external auditor’s report; and
—
oversaw a project to replace the current finance system.
Accounting judgements
and estimates
l
The committee assessed and challenged the appropriateness of the judgements and estimates applied by
management in the preparation of the interim financial statements and the Annual Report. The outcomes are
provided later in this report.
Group-wide controls
l
The committee reviewed the progress made on strengthening the risk and control framework, enhancing the risk
and control culture and the approach and quality of our risk and control self-assessments.
Whistleblowing
Champions assurance
l
The committee reviewed the Whistleblowing Policy and confirmed that it is appropriate for the Group structure
and organisation.
l
The Chair of ILUK Audit and Risk Committee is a key contact in the Whistleblowing Policy and fulfils the role of
“Whistleblowing Champion” under the Senior Managers’ Certification Regime, whilst the Chair of the Audit and
Risk Committee has oversight of whistleblowing for the Group.
Risk management
l
The committee received an update on the results of, and remediation plans associated with, externally mediated
cyber-attack simulations and penetration testing completed across the Group’s IT environments, including T4A,
carried out in July and August 2025.
l
The committee received updates on the development and implementation of a new risk and control register tool,
designed to assist with the maturation of risk and control assessment processes.
TCFD reporting
l
The Company has published climate-related reporting in its Annual Report and financial statements based on the
TCFD’s recommendations. Details of this disclosure can be found on pages 34 to 40.
l
The committee reviewed and challenged the climate reporting, particularly in respect of emissions and progress
against targets, and, as at the end of the financial year, has requested that limited assurance be performed over
the climate metrics reported in the TCFD report for the year ended September 2025.
Tax matters
l
The committee reviewed and approved the Group tax strategy and considered updates at meetings.
Committee
performance review
l
The committee undertook an internal effectiveness evaluation.
Fraud
l
The committee reviewed the fraud risk assessment which evaluates fraud risk to the Group and assesses
adequacy of controls designed to prevent and detected fraud risks. This also considered the failure to prevent
fraud offence which came into force on the 1 September 2025. The committee also considered the annual
financial crime risk assessments, which cover the Group
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Audit and Risk Committee report
continued
Going concern and viability
The directors are required to make a
statement in the Annual Report on IHP’s
long-term viability. The committee provided
the board with advice on the form and
content of that statement. In advance of
the year end, the committee reviewed the
Group’s proposed stress test and reverse
stress test scenarios and the assumptions
underlying them, which are used to support
the Viability Statement.
At the year end, management provided a
report to the committee setting out its view
of IHP’s long-term viability and the proposed
Viability Statement, based on the Group’s
three-year business plan. This report included,
at both an individual Company and consolidated
Group level, forecast outcomes of the business
plan under the stress scenarios agreed with
the committee, detailing capital and liquidity
performance against an assessment of risk
appetite. The report was produced on financial
data to 30 September 2025 and included
consideration of various scenarios as set
out on pages 52 and 53, both individually
and combined.
The committee discussed whether the choice
of a three-year period remained appropriate.
It concluded that this remained the right
viability period owing to the nature of the
business. Taking account of the assessment
of the Group’s stress testing results, the
committee agreed to recommend the
Viability Statement and three-year viability
period to the board for approval.
The committee concluded that the Group has
sufficient financial resources and liquidity
and is well placed to manage business risks
in the current economic environment, having
considered the potential impacts of various
risks, and can continue operations for the
foreseeable future. The committee has
therefore concluded that the going
concern basis is appropriate.
See Going Concern and Viability
Statement on pages 52 and 53
Fair, balanced and
understandable assessment
The committee also undertakes a wider
review of the content of the Annual Report
and financial statements to advise the board
as to whether, taken as a whole, it is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s performance, business
model and strategy. This supports the board in
providing the confirmations set out on page
88, the Statement of Directors’ Responsibilities.
In considering the wider content of the Annual
Report and financial statements, the committee
pays particular attention to ensuring the
narrative sections provide context for, and
are consistent with, the financial statements,
and that an appropriate balance is struck
between the articulation of successes,
opportunities, challenges and risks.
Risk management
and compliance
The committee oversees risk and control
matters at a Group level, with matters that
are specific to the regulated entities
overseen by the three regulated subsidiaries’
ARCs. Consistency is achieved through
the application, across all entities, of the
Group Risk Management Policy and framework.
Each subsidiary ARC has terms of reference
outlining its responsibilities and the committee
receives updates at each meeting on key
areas for escalation from each committee
Chair including Consumer Duty, service
issues, risk events, regulatory requests
and non-standard assets.
During the financial year, the ARC:
l
oversaw the risk appetite statements and
RMF and reviewed their effectiveness in
relation to IHP and how Group companies
have implemented the framework;
l
oversaw the enhancement of material
controls for top risks and important
business services;
l
received updates on the completion of
regulatory activities by authorised
Group companies including the
completion of the ICARA and ORSA;
l
reviewed and recommended policies for
approval to the IHP board including the
Whistleblowing Policy and the External
Auditor Policy;
l
provided risk oversight support to ISL
and T4A;
l
reviewed the regular quarterly risk
reports presented by Group Risk
Management to ensure the business
continues to operate effectively with the
appropriate risk profile under the hybrid
working model;
l
reviewed and challenged the Risk
Reports presented by Group Risk
Management, and considered the
progress of management action taken
in order to address management points
raised on IHP-specific risks;
l
received quarterly updates on
environmental matters;
l
considered the climate-related risks and
opportunities facing the Group and how
the regulated entities have assessed
the impact;
l
reviewed and assessed the Group’s
principal risks, uncertainties and
emerging risks and updated them
as appropriate;
l
sought assurance from the Chairs of
the IFAL, ILUK and ILInt ARCs that
management points raised have been
addressed through appropriate
management actions;
l
assisted the board in maintaining an
appropriate culture within the Group,
which emphasises and demonstrates
the benefits of the risk-based
management of the Group; and
l
considered the points escalated from the
Group Company boards or committees
which affect IHP, or the Group as a whole.
l
Reviewed the annual Anti-Money
Laundering risk assessment and Money
Laundering Reporting Officer (MLRO)
report for IFAL and ILUK.
l
Noted the annual Compliance plan and
received regular updates on progress
throughout the year
l
Received regular updates on the
regulatory environment applicable
to IFAL and ILUK and updates on
regulatory engagement in relation
to IFAL and ILUK
More details on the Group’s risk
management processes are outlined
on pages 46 and 47
Accounting judgements and significant issues
Area of consideration
Committee duties discharged and conclusion or action taken
Impairment of goodwill
and intangible assets
and impairment
of investment
in subsidiaries
l
The committee considered goodwill impairment reviews relating to the acquisition of two of the Group
subsidiaries, including material management assumptions included in the forecasts used for the value in use
calculation and entity specific assumptions.
l
The committee agreed with management conclusions and the subsequent impairment required to the T4A
goodwill and intangibles and the IHP investment in subsidiary at 31 March 2025 and also that no further
impairment was required as at 30 September 2025
Provisions
l
The committee considered judgements and estimates made in respect of provisions, including significant
judgements made in respect of which elements of the ILUK policyholder reserves balance.
l
The committee concluded that the provisions recorded were an accurate reflection of the Group’s position.
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The committee concluded that, taken as a whole, the Interim and
Annual Reports were fair, balanced and understandable and provided
the information necessary for shareholders, and other stakeholders,
to assess the Group’s position and performance, business model
and strategy.
Internal controls
The committee provides assurance to the board on the effectiveness
of the Group’s risk management and internal control framework. A key
aspect of this is the review of all material controls, including reporting,
financial, operational and compliance controls, that identify, assess,
manage and monitor top risks, which are an important aspect of
ensuring the integrity of the Group’s financial statements as a whole
and facilitate the achievement of strategic objectives.
The Group’s internal controls comprise elements that together provide
an effective and efficient framework, enabling the Group to prepare
for, and if necessary, respond to, a variety of operational, financial
and commercial risks.
During the financial year, the committee:
l
received reports from management on the effectiveness of
internal controls, including over critical IT and information
security risks and financial crime risks, encompassing the
detection and prevention of fraud, bribery and corruption,
money laundering and market abuse;
l
reviewed year-end and half-year control attestations
received from senior management;
l
received quarterly reports from the Group Risk
Management function on the RMF which monitors top risks
against risk appetite and target risk scores;
l
received regular updates on work to identify material controls
for important business services and key applications and systems;
l
received reports on the identification of material controls
relating to non-financial business services; received regular
reports from the Group Internal Audit function on the
sufficiency and effectiveness of the internal controls in
those areas of the business included in the Group Internal
Audit Plan for the period. Actions identified through internal
audits are regularly monitored and challenged throughout
the process until the required action has been achieved;
l
reviewed the Chief Internal Auditor’s annual assessment
of the Group’s risk management, governance and internal
control framework that included thematic internal control
observations and risk and control culture enhancements; and
l
received third-party quality assurance of the Internal Audit
function’s gap analysis against the new Global Internal
Audit Standards, which came into effect on 9 January 2025.
The committee also received updates from management on the
completion of the programme for readying the business for compliance
with the 2024 UK Corporate Governance Code, parts of which applied
to the Company from 1 October 2025. This included setting out a
revised framework of prudent and effective controls to provide a
stronger basis for reporting on and evidencing their effectiveness.
Internal audit
The Group Internal Audit function is focused on the delivery of internal
audit services to the Group.
To do this, the Group Internal Audit function performs independent,
objective assurance and advisory services designed to add value and
enhance risk management, governance and internal controls. The
committee monitors the scope, activity and resource of the Group
Internal Audit function formally on a quarterly basis and regularly meets
with the Chief Internal Auditor without executive management present.
During the financial year, the committee:
l
approved the Group Internal Audit Charter setting out the
Group Internal Audit function’s purpose, mandate, authority,
scope and responsibility;
l
approved the Group internal audit strategy and vision for
2025–2028;
l
approved the 12-month Group Internal Audit Plan and resource,
including proposed changes to the plan each quarter to
ensure alignment with the Group’s key risks. In setting the
plan, the Group Internal Audit function considered the
business strategy, regulatory priorities and its independent
view of current, emerging and systematic risks;
l
received and reviewed Group Internal Audit reports at
committee meetings including detailed review of any
recommendations made to management, management’s
action plans, and views over risk and control culture and
consumer outcomes;
l
monitored the status of open management action plans
including receiving updates from the Chairs of the IFAL,
ILUK and ILInt ARCs on the management actions in
response to the findings and recommendations of
internal audit reports pertaining to those entities;
l
reviewed Group Internal Audit reporting escalated by
either the IFAL, ILUK, or ILInt ARCs, or activities within other
companies in the Group, which represent a significant risk
to the Group as a whole; and
l
noted the conclusion of the annual Internal Audit function’s
assessment that there were no significant deficiencies that
would need to be disclosed in the Annual Report.
There were several internal audit engagements completed during
FY25, in line with the approved Group Internal Audit Plan. The results
of these internal audit engagements were reported and discussed and
follow up actions were reviewed or requested where necessary.
The internal audit engagements included, but were not limited to the
application and embeddedness of SMCR, cyber security vulnerability
management, supplier management and intra-group arrangements,
client payments and data governance.
The Group Internal Audit function also completed its annual
assessment of the material controls relating to the Group’s top risks
and important business services that included an evaluation of the
Group’s annual fraud risk assessment, as highlighted in the internal
controls section above.
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Audit and Risk Committee report
continued
Effectiveness and independence of
Group Internal Audit function
During the financial year, the committee
performed its annual assessment on the
independence and effectiveness of the
Group Internal Audit function and concluded
that the function is working effectively and
independently in line with relevant professional
standards and that the team was appropriately
qualified and staffed. A private session also
took place between each of the four ARCs
(see structure on page 58) and the Chief
Internal Auditor. The subsidiary and IHP ARC
sessions took place in September 2025.
External auditor
Tenure
The last tender for the external auditor was
conducted in 2021, when EY was appointed
as the Group’s external auditor. EY’s
reappointment was ratified by shareholders
at the 2025 AGM. Mike Gaylor has been the
lead audit partner for four years. In order
to plan for orderly succession, Mike Gaylor
will rotate out of the lead audit partner
role during FY26 and the lead audit partner
for ILUK, a Group subsidiary and public
interest entity whose audit partner is also
subject to a maximum period in role of five
years, will rotate the following financial year.
Scope of the external audit plan
and fee proposal
During the financial year, the committee:
l
reviewed EY’s overall work plan;
l
advised EY, through regular
communication, of any specific
matters which the committee was
considering from previous audits
and current operations;
l
approved EY’s remuneration and
terms of engagement, taking into
consideration feedback from the
three operating subsidiaries’ ARCs;
l
assessed EY’s independence
and objectivity;
l
approved revisions to the External
Auditor Policy in relation to the
provision of non-audit services
and hiring of ex-employees;
l
considered reporting on non-audit
services and audit-related non-audit
services provided by EY; and
l
assessed the effectiveness
of the external audit.
External auditor independence
and non‑audit services
In order to safeguard the independence
and objectivity of the external auditor, the
ARC is responsible for the development,
implementation and monitoring of the
Group’s policy on the provision of non-audit
services and oversight of the hiring of
personnel from the external auditor, should
this occur. The committee must pre-approve
any non-audit services in line with the
requirements of the FRC’s Revised Ethical
Standard 2019. The committee received
regular reports detailing fees paid and proposed
for any non-audit work by the external auditor.
During the year ended 30 September 2025,
EY provided non-audit services; however,
all services provided fell under categories
explicitly permitted under the Revised Ethical
Standard 2019. The fees are disclosed in
note 8 to the financial statements and stated
as other assurance services.
Effectiveness of
external audit process
The ARC is responsible for assessing the
qualifications, expertise and resources of
the external auditor and for reviewing the
effectiveness of the external audit process.
As part of this process, the views from
executive management, including leadership
at ISL, IAD and T4A, ARC members and the
Chairs of the three subsidiary ARCs are
sought on the following:
l
the efficiency of the year-end process;
l
the quality of the audit partner and team;
l
the planning and execution of the audit;
l
the quality of audit reporting and delivery;
l
the extent and nature of challenge
demonstrated by EY in its work and
interaction with management; and
l
EY’s independence and objectivity.
The Chair met with Andy Bates, UK Financial
Services Head of Audit, to discuss the
external audit process. It was confirmed that
all internal reviews had been completed,
paperwork provided and audit queries
answered and there was nothing to draw to
the Chair’s attention.
The responses indicated that, overall, EY was
performing in line with expectations and had
demonstrated challenge and professional
scepticism in performing its role. The ARC
concluded that the external audit process
was effective and the committee remains
satisfied that EY continues to display the
necessary attributes of independence and
objectivity. Accordingly, the committee has
recommended to the board a proposal for
the reappointment of EY as external auditor
at the next AGM.
Committee self-evaluation
The following provides an update on
progress against areas agreed as priority
areas of focus for the committee in 2024
Area of focus
Progress
Continued focus
on effective
agenda, paper
quality and
meeting
management
The ARC has focused
during the year on
improving agenda quality
and redesigning key
papers and has
welcomed the use of
a newly designed
paper template.
Review of
risk appetite
framework and
ongoing reviews
The ARC had
recommended to the
board an updated risk
management framework
with a reduced, but more
focused, number of
risk appetites.
Disaster
recovery,
including
following a
cyber incident,
with training to
be delivered
During the year the
committee had received
cyber incident response
training and crisis
preparedness training.
The following areas were agreed as priority
areas of focus for the committee in 2025:
l
Oversight of the replacement of financial
and risk management software
l
Continued subsidiary focus including
oversight at a Group level for the
embedding of Consumer Duty
l
Oversight of the implementation of the
updated Corporate Governance Code 2024
audit and risk requirement
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Other information
Nomination Committee report
Statement from the Chair
I am pleased to present the Nomination Committee’s
report for 2025. During the year, Rita Dhut stepped down
from her position on the committee, and we welcomed
Irene McDermott Brown as a new member. I would like to
extend my thanks to all members for their work throughout
the year.
The committee meets at least once
each year and may meet at other times as
requested by the Chair. The committee met
eight times during the financial year, due to
the committee’s wider remit of oversight of
subsidiary board succession planning and
increased senior management succession
planning. Committee members’ attendance
is outlined on page 60.
During the year, the committee supported
the appointment of a new independent
non-executive director of the IHP board
and Remuneration Committee Chair and the
appointment of a new IFAL non-executive
director and presided over the search for an
IFAL board Chair, as well as various senior
management function appointments within
the Group.
Richard Cranfield
Chair, Nomination Committee
16 December 2025
Role and composition
of the committee
The primary purpose of the committee is
to develop, maintain and lead the process
for board and committee appointments
and reappointments, including making
recommendations to the relevant board.
The committee will also ensure that plans
are in place for orderly succession to both
the board and senior management positions
for the Group and oversee the development
of a diverse pipeline of talent.
The committee regularly reviews the size and
composition of the boards to ensure that the
necessary skills, knowledge and experience
are available and to ensure that boards are
balanced and that high standards of corporate
governance are met on an ongoing basis.
The role and responsibilities of the
committee are set out in its terms of
reference which can be found at
www.integrafin.co.uk/corporate-governance.
The majority of members of the committee
are independent non-executive directors.
The Chair of the board chairs the committee;
however, he is not permitted to chair it when
the committee is dealing with nominating his
successor as Chair.
The CEO is a member of the committee.
We believe that the CEO contributes valuable
insight into the composition of the management
team, interaction of the board with management
and cultural fit of candidates to the board
and senior management team and that his
membership of the committee does not
affect the independent decision making by
the committee. The CEO recuses himself
from any discussion or recommendation
about himself.
Members*
Richard Cranfield
(Chair)
1 August 2019
Victoria Cochrane
28 September 2018
Robert Lister
16 March 2023
Irene McDermott Brown
1 January 2025
Alexander Scott
2 March 2020
*
As at 30 September 2025, dates shown
are those of appointment to the board.
Key highlights during the year
l
Supporting the appointment of a
new independent non-executive
director of the IHP board and RemCo
Chair and IFAL non-executive director
.
l
Overseeing the search for a new
IFAL board Chair.
Key priorities for the year ahead
l
Succession planning for the
rotation of the Senior Independent
Director and Chair of the Audit
and Risk Committee roles in 2027.
l
Succession planning for the
planned retirement of a
subsidiary board Chair.
l
Succession planning for the
retirement and rotation of three
key senior management roles
in FY26.
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Nomination Committee report
continued
Directors’ induction
The induction programme comprises the following areas:
Information and materials
Materials are provided electronically
including prior board and committee
papers and minutes, regulatory
information and statutory and
governance documentation.
Scheduled meetings
Individual introductory meetings are
arranged with executives and senior
management to understand key areas
of the business and assist with
relationship building.
eLearning
A full library of eLearning modules is
made available to all new directors
covering a range of regulatory and
operational matters.
Election and re-election
of directors
The Company’s Articles of
Association require all directors to
retire from office at each AGM and
be eligible for re-election.
All directors who were in appointment on
30 September 2025 will be standing for
re-election at the AGM.
Independence and
time commitment
All the non-executive directors are considered
to be independent and the Chair was considered
to be independent upon appointment to the
role. There are a number of ways in which the
independence of the non-executive directors
is safeguarded and in which time commitments
are considered:
l
the SID meets at least annually with each
non-executive director to discuss and seek
feedback on the Chair’s performance;
l
the Chair conducts performance reviews
for the CEO, non-executive directors and
subsidiary board Chairs;
l
non-executive director tenure is reviewed
annually by the committee as part of board
succession planning;
l
any external commitments must be
disclosed to the board and approval of
the Chair must be given to ensure time
commitment to the Company is not
impaired; and
l
when making new appointments,
the board considers other demands
on directors’ time.
The committee has considered the commitments
of all non-executive directors and recommended
to the board that each non-executive director
remains able to commit sufficient time to
dedicate to their role as a director.
Conflicts of interest
The Company’s Articles of Association
permit the board to consider and authorise
situations where a director has an actual,
or a potential, conflict of interest in relation
to the Group. The Company maintains a
conflicts of interest register.
In addition, at the start of each board
meeting, the directors are asked to declare
any conflicts that they may have with regard
to the business of the meeting. Directors who
declare a conflict may be authorised by the
rest of the board to participate in decision
making in accordance with section 175 of
the Companies Act 2006.
When considering and, if appropriate,
authorising any conflict or potential conflict,
the board may impose limitations, qualifications
or restrictions it requires as recommended
by the committee.
Succession planning
IHP board succession planning
During the year, the committee reviewed the
size, composition, diversity and skill set of
the board and its committees. In the summer
months of 2024, a search was undertaken
for a new non-executive director to join the
IHP board as non-executive member and
Chair of the Remuneration Committee following
the retirement of Christopher Munro. Irene
McDermott Brown was appointed to the
board on 1 January 2025 and took over as
Chair of the Remuneration Committee on
10 March 2025.
The committee also considered the skills
and tenure of the non-executive directors.
We continue to keep in mind the profile
of our board members and formulate
our succession planning accordingly.
Subsidiary board and committee
succession planning
During the financial year, the committee
assisted the regulated operating subsidiaries.
We supported the process of recruiting a
new non-executive member and Chair of
the IFAL board.
Senior management
succession planning
Senior management succession planning
continues to be a key focus of shareholders
and the committee, which has included
work on succession planning for the planned
retirement of a key senior management role
during the year. The committee is satisfied
that the management succession plan is
strengthened but maintains oversight of
developments to ensure a resilient pipeline
of talent that will support the future success
of the business.
The board used search firms Hedley May,
Odgers Berndtson, Korn Ferry and Egon
Zehnder in the executive and non-executive
recruitment during the year. Hedley May
was established by a former partner of A&O
Shearman, and as such there is an indirect
connection to Richard Cranfield, board Chair
and former A&O Shearman Partner. No directors
have connections with the remaining
firms engaged.
Diversity, equity and inclusion
Inclusivity throughout the business is important
to us and we continue to focus on this by
developing our diverse talent pipeline. The
board supports the Hampton-Alexander
Review on gender diversity and the Parker
Review on ethnic diversity. I am pleased to
say that we have 44% representation of
women on our board (FY24: 33%) and 25%
female representation in roles which we
define internally as our senior management
equivalent (FY24: 50%). In addition, one
member on our board is ethnically diverse
(FY24: one) and our SID is female.
We recognise that developing diverse talent
at the executive, senior management and
direct report levels is important and this
will be considered in the Group’s ongoing
leadership succession plans.
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Other information
Board Diversity Policy
The board has a Diversity Policy which is reviewed and assessed annually.
New appointments to any Group or subsidiary board are made on merit, taking into account the different skills, industry experience, independence,
knowledge and background required to achieve a balanced and effective board. When identifying suitable candidates for appointment to any
Group board, we consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the board.
Board and executive management diversity policies
The Group has an Equal Opportunities Policy which applies to all employees. We are proud to have a culture of developing our workforce to
provide opportunities for promotion within the organisation, alongside recruiting external talent to enhance diversity of thought and experience.
Internal opportunities not only include traditional vertical promotions, but in many cases opportunities to move to different departments within
the Group and learn new skills or undertake professional development. This approach ensures that we develop a pool of talented individuals
who may have the potential for succession into senior roles. We support employees by providing relevant training, assistance and resources
to help them succeed in their new roles. In the last year, 59 employees accepted internal job opportunities (FY24: 42). In contrast, 100 job
opportunities were filled by employees hired externally (FY24: 75).
Reporting on gender or sex as at 30 September 2025
Number of
board members
Percentage
of the board
Number of
senior positions
on the board
Percentage of
senior positions
Number
of executive
management
Percentage
of executive
management
Men
5
56%
3
75%
4
67%
Women
4
44%
1
25%
2
33%
Prefer not to say
—
—
—
–
—
—
As at 30 September, the board is comprised of 44% women. Appointments to Group or subsidiary boards are made on merit with due regard
for the benefits of diversity on the board.
Anonymous surveys are undertaken for executive directors and below asking for the provision of information based on a series of questions
including ethnicity and gender. Non-executive directors have approved disclosures relating to information covering the board in the annual
reporting process.
Reporting on ethnicity as at 30 September 2025
Number of
board members
Percentage
of the board
Number of
senior positions
on the board
Number
of executive
management
Percentage
of executive
management
White British or other white (including minority-white groups)
7
78%
4
5
83%
Mixed/multiple ethnic groups
—
—
—
—
—
Asian/Asian British
1
11%
—
1
17%
Black/African/Caribbean/Black British
—
—
—
—
—
Other ethnic group, including Arab
—
—
—
—
—
Not specified/prefer not to say
1
11%
—
—
—
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Other information
1. Statement from the Chair
Remuneration overview
Dear shareholder,
As Chair of the Remuneration Committee I am pleased to
present the Directors’ Remuneration Report for the year
ended 30 September 2025.
I was appointed to the board in January
and assumed the role of Chair in March
2025. I would like to thank Rita Dhut for her
work as interim Chair prior to my appointment
and for her continued work for the
committee since I assumed the role.
The report is set out in three sections:
l
this letter which summarises our
remuneration ethos, and the key decisions
made by the committee during the year;
l
a summary of our current Remuneration
Policy “at a glance” along with the outcomes
for our executive directors which can be
found on pages 72 to 74; and
l
our annual Directors’ Remuneration
Report, which can be found on pages 74
to 84, and sets out how the Remuneration
Policy has been implemented throughout
the year.
Business environment
and context
2025 has seen the Group deliver strong
performance, with record platform funds
under management at 74.2 billion as at
30 September and continuing delivery against
our automation and integration strategy.
For the financial year 2025, the Company
achieved financial results ahead of plan
with underlying PBT of £75.4 million (a 7%
increase on prior year). Financial performance
is set out in more detail on pages 41 to 45 of
this report. The FUD at 30 September was
at a record level and ahead of plan at period
end. The platform recorded strong gross
flows in a weaker market. Service standards
have been maintained and the platform has
performed well in adviser and client surveys,
winning the “Best Platform for Advisers” at
the Professional Adviser Awards and “Best
Service for Paraplanners (new business)”
at the Annual Paraplanner Awards. Progress
has been made with the development of
CURO PP; however, more development is
being undertaken to widen the user market.
New Remuneration Policy
Last year we undertook the first significant
Remuneration Policy review since IPO in
2018 and we were delighted to receive high
levels of shareholder support. The Policy
received over 92% approval of those
shareholders who voted at the 2025 AGM.
As part of the new Policy we introduced the
new Combined Incentive Plan (CIP). Full
details of the CIP were set out in last years’
Directors’ Remuneration Report and the key
features include:
l
whilst primarily based on annual
performance, a significant quantity is
deferred into shares including a performanc
e
underpin and further holding period for
executive directors increasing long-term
focus and shareholder alignment; and
l
for the measurement of annual performance,
the introduction of hard financial and
non-financial targets applying to a significant
proportion of the awards and down-weighting
the judgement-based elements.
Details of our Directors’ Remuneration Policy
is set out in last year’s Directors’
Remuneration Report and can be found in
the Investor Relations section of our website.
CIP outcomes
Following the AGM the committee made
the first CIP awards to Alexander Scott and
Euan Marshall and at the end of the year,
the committee considered the performance
of each executive director and the Group
against the scorecard:
l
Underlying PBT (50%).
l
Risk (10%).
l
Stakeholders (10%) – adviser measure
and staff engagement.
l
Governance, regulatory
and sustainability (10%).
l
Strategic/personal (20%).
Full details of the performance against
the scorecard are set out on page 77.
Directors’ remuneration report
Annual statement by the Chair of the Remuneration Committee (unaudited)
Members*
Irene McDermott Brown
(Chair)
1 January 2025
Richard Cranfield
26 June 2019
Rita Dhut
22 March 2023
Robert Lister
26 June 2019
*
As at 30 September 2025.
Key highlights during the year
l
Approval of the new Directors’
Remuneration Policy.
l
Implementation of the new policy
and scorecard.
l
Review and determination of
FY25 award outcomes under the
new scorecard
Key priorities for the year ahead
l
Ensuring the continuing
appropriateness of the Group’s
remuneration structure and
alignment with Group performance
and the board’s business strategy
and objectives.
l
Ensuring that the remuneration
out-turns reflect and reward
effective risk management and
are aligned with the interests
of stakeholders.
l
Ensuring that the remuneration
structure across the wider Group
is appropriate to retain and reward
employees, and remains competitive
and appropriate
l
Monitoring governance
regulations and shareholder
expectations with regard to
remuneration practices and
demonstrating compliance or
explaining the rationale for any
different approach taken.
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Other information
Following determination of performance by
the committee and based on a combination
of the Group scorecard and personal
performance, Alexander Scott was awarded
64.14% of maximum and Euan Marshall was
awarded 65.14% of maximum. Michael
Howard did not receive a bonus.
In accordance with the policy, a portion of
the bonus will be paid in cash, and a portion
will be deferred into shares, part of which is
subject to an underpin and further holding
period. Full details of the awards are set out
on pages 74 to 82 of this report.
The committee considered that these bonus
awards were a fair reflection of the Company’s
overall and the individuals’ personal performance.
Executive director salaries
The Company and the committee reviewed
workforce salaries in June. The average
award to all employees who were eligible for
an increase was 3.5%. Salary increases for
executive directors were also considered,
carefully taking into account the competitive
positioning of their packages as against the
market, as well as the context of the new
Remuneration Policy. As a result, awards
were made of 3.5% for Alexander and Euan,
effective from 1 June, which was equal to
the average for all employees.
Pensions
Whilst the pension policy for executive director
s
is equivalent to that of the workforce, Alexander
and Euan have elected not to take advantage
of the salary sacrifice arrangement and to
limit their contributions to the 9% provided
under the contractual enrolment scheme.
As a result, at 9%, the actual employer pension
contributions made in respect of executive
directors are below the 12.3% of basic salary
contribution available to all employees.
Executive directors are not permitted to
sacrifice any element of their bonus into their
pension. Our current pension arrangements
therefore align with the Corporate Governance
Code as regards the alignment of executive
pensions with the wider workforce.
CIP
We are not proposing any substantive
changes to the operation of the CIP in
FY26. The Group Scorecard has been
reviewed with a minor adjustment to the
employee measure.
Chair fees
The committee undertook a review of the fee
for the Chair of the board in light of the time
commitment and work required by the Chair
in the delivery of his duties. The committee
considered carefully the market context and
appropriate peers in the financial services
sector and awarded a 3% increase to
£226,600 with effect from 1 October 2025.
Alignment with shareholders
We are keen to ensure a demonstrable
link between reward and value creation. It
remains one of our key principles to deliver
an attractive proposition to our customers,
shareholders and employees and hence to
implement a reward framework that shares
success responsibly and appropriately
between these stakeholders. We remain
committed to an open and ongoing dialogue
with our shareholders regarding executive
remuneration and we welcome feedback.
I hope that you find this year’s report
informative and look forward to receiving
your continued support at the
forthcoming AGM.
Signed on behalf of the IHP
Remuneration Committee,
Irene McDermott Brown
Chair, Remuneration Committee
16 December 2025
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This report has been prepared in accordance with the provisions of the Companies Act 2006 and the Large and Medium-Sized Companies and
Groups Regulations 2013, as amended. It also meets the requirements of the UK Listing Authority’s Listing Rules and the Disclosure and
Transparency Rules.
UK Corporate Governance Code – Provision 40
When developing the Directors’ Remuneration Policy and considering its implementation, the committee was mindful of the UK Corporate
Governance Code and considers that the executive remuneration framework appropriately addresses the following considerations:
Area of focus
Our approach
Clarity
l
Our remuneration framework for executives supports the strategic objectives of the Company, and is
communicated to stakeholders, including shareholders and employees, in a clear and transparent way.
Simplicity
l
We operate a remuneration framework for our executives and our wider workforce that is simple in nature and well
understood by participants.
l
Our new CIP aligns out-turns for our most senior managers with those experienced by our shareholders.
Risk
l
We believe our approach to performance measurement supports appropriate consideration of risk management
and a long-term view of the business based on sustainable growth. Total remuneration is structured in a way which
does not encourage short-term risk taking in order to deliver financial outcomes for executives.
Predictability
l
Possible future values of remuneration which executive directors could receive were outlined in the Remuneration
Policy. Taking into account our approach to incentives, total remuneration is considered to be appropriate in terms
of predictability in comparison with other listed companies.
Proportionality
l
Our executive director remuneration is measured and proportionate and remains modest in comparison with peer
group FTSE 250 firms.
Alignment to culture
l
Our remuneration structure is designed to be responsible, inclusive, aligned with stakeholder interests, and to
ensure we reward on merit. We consider that our approach reflects our culture.
2. Directors’ remuneration “at a glance”
Element
Operation
Out-turns FY25 and implementation in FY26
Base salary
l
Increases will take into account a number
of factors including the scale of the role
and the individual’s experience and wider
workforce increases.
The salary increase awarded during FY25 and effective 1 June
was 3.5% for Alexander and Euan which was equal to the
workforce increase.
Salary with effect from 1 June 2025:
l
Alexander Scott, CEO: £564,100; and
l
Euan Marshall, CFO: £414,600.
Benefits
l
Executive directors are eligible to receive
the same benefits on the same terms as
the wider workforce.
l
Benefits for Alexander and Euan comprise private healthcare,
death in service.
l
Alexander, Euan and Michael Howard benefited from the
discounted Transact platform charges.
Pension
l
The pension policy is equivalent to that
of the wider workforce.
l
The executive directors’ current pension
arrangements are the same or lower than
those available to the workforce. Unlike the
wider workforce executive directors are not able
to sacrifice any element of variable remuneration
into their pension.
l
Alexander received a £49,623 pension contribution (9%).
l
Euan received a £36,784 pension contribution (9%).
l
The minimum employer contribution available to the wider
workforce during FY25 was 9%.
Directors’ remuneration report
continued
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Other information
Element
Operation
Out-turns FY25 and implementation in FY26
FY25 CIP comprising:
i)
an annual cash
bonus element;
ii)
a bonus deferred
into shares for
three years; and
iii)
a bonus deferred
into shares with
a three‑year
underpin and
subsequent
one year
holding period.
l
Total maximum opportunity is 200% of salary.
l
The CIP is based primarily on annual performance
with deferral and holding periods applying.
l
Following annual assessment of performance,
deferral will operate on a tiered basis:
1. For the first 30% of the overall individual maximum:
—
70% cash
—
30% deferred into shares for three years
2. For the next 70% of the overall individual maximum:
—
10% cash
—
10% deferred into shares for three years
—
80% deferred into shares for three years with
a performance underpin and holding period
l
For shares subject to a holding period, the holding
period shall normally end following the fifth year
after the start of the performance period.
l
For deferred shares subject to a performance
underpin, the underpin will be assessed after the
three-year vesting period.
l
Awards will be subject to malus and clawback
as detailed in the Policy.
For FY25, maximums were:
l
200% of salary for the CEO
l
180% of salary for the CFO
There will be no change for FY26.
For FY25, performance measures were:
l
Underlying PBT (50%)
l
Risk (10%)
l
Adviser measure (5%)
l
Staff engagement score (5%)
l
Governance, regulatory and sustainability (10%)
l
Strategic/personal (20%)
Performance against the FY25 scorecard resulted in out-turns
of 64.14% of maximum for the CEO and 65.14% of maximum for
the CFO.
For awards made in FY25, the performance underpin includes
a quantitative profit-based underpin, progress against
sustainability targets and regulatory performance.
See the summary on pages 74 to 77 for more details.
For FY26, performance measures are:
l
Underlying PBT (50%)
l
Risk (10%)
l
Adviser measure (5%)
l
Employee culture (5%)
l
Governance, regulatory and sustainability (10%)
l
Strategic/personal (20%)
All-employee Share
Incentive Plan
l
The plan is operated in line with HMRC guidance.
Executive directors are eligible to participate in the all-employee
Share Incentive Plan (SIP) on the same terms as all employees.
Shareholding
guidelines
l
Executives are expected to build up and hold 100% of salary in shares over four years, for in-employment
shareholding guidelines.
l
Post-employment, these guidelines will apply in full (i.e. 100% of salary) for the first year post-departure and taper
down to half (i.e. 50% of salary) for the second year post-departure. This policy does not apply to shares purchased
with an executive’s own funds and applies only to awards made after the approval of the 2021 Directors’
Remuneration Policy.
Non-executive
director fees
l
Fees are paid monthly.
During the year a review of the Chair fee and non-executive
director fees was undertaken; see page 84 for more details.
Fees with effect from 1 October 2025:
l
Board Chair: £226,600
l
Base fee for non-executive director: £68,000
l
Additional fee for chairing ARC: £43,300
l
Additional fee for chairing Remuneration Committee: £27,900
l
Additional fee for ARC member: £15,500
l
Additional fee for Nomination Committee member: £5,200
l
Additional fee for Remuneration Committee member: £7,500
l
Additional fee for designated non-executive director: £6,200
l
Additional fee for Senior Independent Non-Executive Director:
£10,800
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Corporate governance
Financial statements
Other information
2. Directors’ remuneration “at a glance”
continued
FY25 remuneration outcomes for our executive directors
Alexander Scott, CEO
Total remuneration
£1,311,477
Euan Marshall, CFO
£918,802
Total Fixed
Cash bonus CIP
Deferred bonus CIP
Deferred Bonus CIP with Underpin
Other
Directors’ remuneration report
continued
£202,739
£1,121
£90,241
£176,773
£447,928
£8,386
£297,736
£135,317
£266,117
£603,921
3. Annual Remuneration Report
This report details the remuneration arrangements in place for people who were directors of the Company during the financial year.
Wider workforce – IAD and T4A
Note that throughout this report, there are various references and/or comparatives to the wider workforce or the wider UK workforce. The structure
of reward for T4A employees continues to be gradually integrated into the IntegraFin business model. Whilst basic pay rise awards have been
benchmarked and aligned, variable remuneration continues to differ reflecting the different incentives applicable to the T4A business. Therefore
references to wider workforce currently excludes T4A employees save where expressly included. In some instances it also excludes our
Australian employees in IAD as Australian employment arrangements differ from those in the UK.
Governance
Committee membership during the year
The members of the committee during the year are shown below:
Date of appointment
Rita Dhut (Chair from 16 July 2024 to 26 March 2025)
22 March 2023
Richard Cranfield
17 December 2019
Robert Lister
1 September 2021
Irene McDermott Brown (Chair from 26 March 2025)
1 January 2025
Role of the committee
The purpose of the committee is to review, set and agree aspects of the overall Remuneration Policy and strategy for the Group and the total
compensation package for certain officers and employees within the Group. It does so with a view to aligning remuneration with the successful
achievement of the Group’s long-term objectives while taking into account the Code, relevant regulatory requirements, market rates and value
for money.
By delegation from IFAL and ILUK, the committee monitors the content and application of the Company’s Remuneration Policy to individuals
whose roles bring them into scope of the FCA and PRA remuneration codes and the Code. To the extent that the committee does not approve
their individual remuneration, the committee considers whether the total reward for each of those employees remains compliant with the
provisions of the relevant code.
In all its activities, the committee gives due consideration to laws and regulations, the provisions of the Code, the requirements of the UK Listing
Authority’s Listing, Prospectus and Disclosure Guidance and Transparency Rules and other applicable rules, as appropriate, and to
shareholder feedback.
Composition of the committee
Irene McDermott Brown was appointed as a member of the board on 1 January 2025 and became Chair of the committee on 26 March 2025,
taking over as Chair from Rita Dhut who had held the role on an interim basis following the retirement of Christopher Munro in July 2024.
Victoria Cochrane stepped down from the committee upon Irene’s appointment. The committee is comprised of three independent
non-executive directors and the Chair of the board and therefore the composition continues to comply with the requirements of the Code.
The committee ensures that members take individual responsibility for identifying training appropriate to their needs and for keeping
appropriate records of such training. Each committee member provides copies of their training record to the Company Secretary annually and
undertakes all regulatory training requested by the Group.
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Financial statements
Other information
Committee meetings and attendance
The committee meets at least twice annually and more frequently when required. The committee has met nine times during this financial year.
Attendance by each member of the committee as at 30 September 2025 is set out in the board and committee attendance table on page 60.
The Head of Legal and Company Secretary, and the HR Director attend all meetings and other individuals such as the CEO, the CFO, CRO
and external advisers may be invited to attend for all or part of any meeting. No director or employee participates in decisions determining
their own remuneration.
The committee’s work throughout the year
The committee has performed its duties with a view to aligning remuneration with the successful achievement of the Group’s long-term
objectives while taking into account the Code, relevant regulatory requirements, market rates and value for money.
The committee has undertaken the following this financial year:
Area of focus
Work conducted
Governance
l
Monitoring governance and regulatory developments
l
Reviewing the committee terms of reference to ensure their continuing appropriateness.
l
Considering the FCA and PRA remuneration requirements in respect of employees who hold Senior
Management Functions within the business or who have been identified as Remuneration Code staff.
Remuneration Policy
l
Implementing the new Directors’ Remuneration Policy.
l
Reviewing the operation of the new CIP and the processes required for its effective implementation across
the Group
l
Considering interim performance updates for the Group scorecard
l
Reviewing the Group scorecard for FY26 to ensure it aligns to the interests of stakeholders.
Awards
l
Approving the proposed remuneration for the executive directors and senior managers.
l
Overseeing consideration of risk matters across the Group, and liaison with the Chief Risk Officer
and subsidiary boards, to ensure risk is appropriately taken into account in outcomes
l
Reviewing and determining the outcomes for the FY25 CIP awards for executive directors under
the new scorecard to ensure outcomes are reflective of Group and individual performance.
l
Approving the making of FY26 forward looking CIP awards to executive directors.
l
Reviewing and approving the making of FY25 CIP award for senior managers.
Wider Workforce
l
Approving the grant of the Free Share award.
l
Considering the appropriateness of remuneration for Code staff and the staff pay award.
l
Ensuring remuneration across the wider workforce is appropriate to retain and reward employees.
l
Reviewing the appropriateness of the proposed annual staff pay award.
Statement of voting at the AGM
The Company remains committed to ongoing shareholder dialogue and takes a close interest in voting outcomes. The following table sets out
voting outcomes in respect of the 2024 Policy and the DRR at the 2025 AGM:
Year
Resolution
Votes for/
discretionary
% of vote
Votes against
% of vote
Votes withheld
2025
Approve the Directors’ Remuneration Report
225,900,869
93.24
16,375,546
6.76
68,675
2025
Approve the Directors’ Remuneration Policy
194,450,290
92.71
15,282,993
7.29
32,611,807
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Financial statements
Other information
3. Annual Remuneration Report
continued
How the Policy was applied in FY25
Summary of total remuneration – executive directors (audited)
Annual Bonus / CIP
5
Gross basic
salary
Benefits
1
Pension
Total fixed
remuneration
Cash
bonus
Deferred
shares
Deferred shares
with underpin
LTIP
Other
2
Total variable
remuneration
Total
Director
Year
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Alexander Scott
2025
551
3
50
604
266
135
298
—
8
707
1,311
2024
489
1
36
526
129
142
—
—
8
279
4
805
Euan Marshall
2025
409
2
37
448
177
90
203
—
1
471
919
2024
323
4
1
29
353
100
107
—
—
347
3
554
908
Michael Howard
2025
—
—
—
—
—
—
—
—
—
—
—
2024
—
—
—
—
—
—
—
—
—
—
—
1
Benefits for the executive directors during the year comprised private health care and death in service benefits.
2
Other remuneration relates to Share Incentive Plan awards, the employee discount on platform charges, social budget and staff entertainment, and, for FY24
in respect of Euan Marshall, buyout awards in respect of forfeited remuneration.
3
Comprising buyouts in respect of variable pay forfeited (see page 90 of the FY24 ARA).
4 Figures have been rounded.
5
CIP only applicable to FY25
Michael Howard receives nil remuneration from the Company, but his employer, ObjectMastery Pty Ltd, receives a fee of AUD80k for his
executive appointment to IAD Pty Ltd, a company within the Group.
Base salary (audited)
As part of the policy review, and following consultation with shareholders, salaries for executive directors were adjusted with effect from
1 October for the CEO and 1 November for the CFO. For FY26, the effective date for executive directors salary increases have reverted to 1 June,
aligning with the wider workforce.
Director
Salary effective
with effect
from 1 October¹/
1 November ²
2024
£’000
Salary effective
with effect
from 1 June
2025
£’000
Alexander Scott
545
564
Euan Marshall
400
415
1
Alexander Scott received a salary adjustment on 1 October 2024.
2
Euan Marshall received a salary adjustment on 1 November 2024.
Incentive outcomes for FY25
For the financial year ended 30 September 2025, the maximum CIP awards granted to Alexander Scott equated to 200% of base salary,
and 180% of base salary for Euan Marshall. These awards were subject to performance conditions assessed over the financial year ended
30 September 2025, the vesting outcomes under these awards are detailed further below.
Executive director
On-target opportunity
Maximum opportunity
Performance period¹
Alexander Scott
100% of salary
200% of salary
Financial year ended
30 September 2025
Euan Marshall
90% of salary
180% of salary
1
A portion of the deferred awards may be subject to a performance underpin.
Directors’ remuneration report
continued
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Corporate governance
Financial statements
Other information
The CIP awards are made up of an annual cash award and deferred equity award. Both the annual and deferred awards are assessed against a
balanced scorecard of financial and non-financial measures which accounts for 80% of the CIP award, with the balance being determined by
strategic/personal performance measures.
Weighting
Threshold
Target
Exceeds
Maximum
Achievement
Outcome Group Scorecard
Profit before tax¹
50%
£64.3m
£70.6m
£77.7m
£81.2m
£75.4m
35.14%
Risk
10%
Assessment against objectives with 50% of maximum for on-target
performance (see below)
60%
6.00%
Adviser measure²
5%
11.0%
11.5%
11.8%
12.0%
11.6%
3.00%
Staff engagement
score³
5%
80%
85%
88%
90%
91%
5.00%
Governance,
regulatory and
sustainability
10%
Assessment against objectives with 50% of maximum for on-target
performance (see below)
50%
5.00%
Total (Group
scorecard)
80%
54.14%
1 Adjusted for non-recurring items
2
Gross market share of FUD.
3
Mean score across our annual engagement survey.
Risk measures performance assessment
The committee considered performance against a range of risk objectives focused on:
l
Driving the first line culture of adopting a risk focused approach
l
Delivery of risk management training across the organisation
l
Organisational and operational actions aligned to enhancing the quality of risk register content
Assessed achievement (out of 10%): 6%
Governance, regulatory and sustainability assessment
The committee considered performance against the governance, regulatory and sustainability objectives focused on:
l
Regulatory engagement, the Consumer Duty Report and the FCA’s Anti-Money Laundering Review
l
Progress in the reduction in Scope 1 and Scope 2 by 60% by 2033 against a 2022 base year
l
Launch of the IHP Group Responsible Business Strategy to all employees, and feedback from the employee engagement survey in relation
to sustainability strategy
Assessed achievement (out of 10%): 5%
Strategic/personal
Details of the committee’s assessment against the strategic and personal goals for executive directors for the year ended 30 September 2025
is shown below:
Alexander Scott
Objectives set were focused on the following areas:
l
Delivery of strategy,
l
Communication and corporate culture
l
Progress in T4A business including product market fit with wider adviser community and Transact platform
l
Implementation of group-wide performance management processes
Assessed achievement (out of 20%): 10%
Euan Marshall
Objectives set were focused on the following areas:
l
Effective finance system implementation
l
Communication and corporate culture
l
Embedding Group-wide risk and controls management
l
Corporate interest optimisation
Assessed achievement (out of 20%): 11%
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Other information
3. Annual Remuneration Report
continued
Detail of performance assessment
continued
Overall CIP outcomes
Following the annual assessment of performance, deferral operates on a tiered basis as described on page 73
.
The table below sets out the final
outcome and payment profile.
Vesting (% of maximum)
Cash
Deferred
Deferred subject to performance
underpin and holding period
Alexander Scott
64.14%
£266,117
£135,317
£297,736
Euan Marshall
65.14%
£176,773
£90,241
£202,739
Performance underpin
The performance underpin is focused on three performance objectives:
l
Achievement of underlying PBT of at least £75.4m in the financial year ending 30 September 2028;
l
Reasonable progress against our sustainability strategy; and
l
No significant risk or regulatory issues in respect of the deferral period
Performance against the underpins will be considered by the committee following the three-year deferral period. In the event that the underpin
is not considered to be met the committee would determine the extent to which a reduction was appropriate, which could range from no
reduction to a 100% reduction. The committee would consider all relevant factors in making its determination.
SIP
Executive directors can participate in the SIP. The board may make an award to participants of Free Shares up to the value of 3% of salary
or £3,600 (whichever is lower) and may permit participants to subscribe for Partnership Shares up to the value of 1.5% of salary or £1,800
(whichever is lower). For every Partnership Share purchased, two Matching Shares are awarded. The £3,600 and £1,800 limits are set by
applicable legislation and will be revised automatically in the event of any changes to the legislation.
During FY25, the maximum SIP award was granted to qualifying employees (including Alexander Scott and Euan Marshall). The Partnership
and Matching Share awards were made on an evergreen basis and therefore all qualifying employees will be able to continue to participate in
the plan unless it is revoked by the committee. Based on the Group’s performance in FY25 the board has not revoked that award. The board
has considered the Group’s performance in FY25 and, with the approval of the Remuneration Committee, has approved the making of a further
maximum SIP Free Share award to qualifying employees (including Alexander Scott and Euan Marshall) when the Company is not in a closed
period. This will be following the announcement of the Group’s FY25 financial results.
Pension contributions
In the FY25 performance year, the employer’s pension contribution for Alexander Scott was £49,623 and £39,784 for Euan Marshall. At 9%
of basic salary, for both Alexander Scott and Euan Marshall, the contributions were no more than the minimum level contributed in respect
of the wider workforce.
The minimum employer contribution available to all employees in FY25 was 9%. For employees other than executive directors the Group
has made contributions to personal pension arrangements for those employees who have sacrificed salary. Whilst this benefit is available
to executive directors, none of the current executive directors has sacrificed salary.
Shareholding guidelines
In employment
In the 2021 Directors’ Remuneration Policy, the Company adopted in-employment shareholding guidelines pursuant to which a serving
executive director must build up and maintain a holding of IntegraFin shares with a value (as determined by the committee) at least equal to
100% of salary over a period of four years. Unvested share options awarded under deferred bonus arrangements and shares subject to other
share awards which are no longer subject to any performance condition (including any exercisable but unexercised awards) count towards
the requirement, on a net of assumed tax basis where relevant.
Individual shareholdings for each of Alexander Scott, Euan Marshall and Michael Howard are set out on page 82. Alexander Scott and
Michael Howard meet the minimum requirements under the policy. As a recent joiner to the Company, Euan Marshall currently holds shares
below the minimum. In line with the Company’s policy, the expectation is that he will build up to his guideline over a period of four years.
Directors’ remuneration report
continued
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Financial statements
Other information
3. Annual Remuneration Report
continued
Post-employment
The Company has adopted post-employment shareholding guidelines pursuant to which an executive director must retain for 12 months
following cessation of employment such of their “relevant shares” as have a value (as determined by the committee) equal to the in-employment
guidelines most recently applicable to them, and for a further 12 months such of their “relevant shares” as have a value (as determined by the
committee) equal to 50% of the in-employment guidelines most recently applicable to them. Shares which the executive director has purchased
or which they acquire pursuant to share plan awards granted before this Policy came into effect are not “relevant shares” for these purposes.
Jonathan Gunby retains shares in the Company in accordance with his post-employment shareholding requirement. He is required to notify
the Company Secretary of any dealing. As at 30 September 2025 at 234,451 shares, his holding in the deferred bonus scheme exceeded the
post-employment shareholding requirements.
The committee retains discretion to vary the shareholding guidelines to take account of compassionate circumstances.
Percentage change in remuneration of directors compared to the average employee
The table below shows the percentage movement in the salary, benefits and annual bonus for the directors compared to that for the average
Group employee over the past five years.
The SIP scheme is provided to all UK and Isle of Man employees, including executive directors, but excluding T4A and is not included below.
FY25
FY24
FY23
FY22
FY21
Director
Salary/
fees
%
Benefits
Bonus
%
Salary/
fees
%
Benefits
Bonus
%
Salary/
fees
%
Benefits
Bonus
%
Salary/
fees
%
Benefits
Bonus
%
Salary/
fees
%
Benefits
Bonus
%
Executive
directors
Alexander Scott
12.77 128.81 157.87
4.70
23.92
(8.80)
4.00
31.25
11.71
7.00
26.60
(10.10)
2.50
19.50
(0.70)
Michael Howard
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Euan Marshall³
26.42 246.79 126.89
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Non-executive
directors
4
Caroline Banszky
13.68
—
—
18.75
—
—
—
—
—
33.30
—
—
—
—
—
Victoria
Cochrane
17.39
—
—
21.20
—
—
—
—
—
29.20
—
—
—
—
—
Richard Cranfield
22.22
—
—
28.57
—
—
—
—
—
40.00
—
—
—
—
—
Rita Dhut
29.76
—
—
23.04
—
—
—
—
—
—
—
—
—
—
—
Robert Lister
43.00
—
—
29.22
—
—
—
—
—
28.30
—
—
—
—
—
Irene McDermott
Brown¹
N/A
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Average
employee
(excl. T4A)
3.50
3.60
6.00
4.50
27.92
3.20
7.30
31.25
(37.46)
2
7.30
26.60
16.75
3.20
19.50
17.98
Notes to the table:
1
Irene McDermott Brown was appointed to the board on 1 January 2025.
2
The reduction in the average employee bonus award is reflective of the restructure of employee reward to increase basic and reduce the variable proportion to a
targets met out-turn of 10% (2022: 20%).
3
Euan Marshall was appointed to the board on 3 January 2024.
4
Details of non-executive director fee changes can be found on page 84.
Michael Howard receives nil remuneration from the Group but his employer, ObjectMastery Pty Ltd, receives a fee of AUD80k for his executive
appointment to IAD Pty Ltd, a company within the Group. This fee remained consistent until FY25.
The percentage change calculation is based on total remuneration for the year and is not adjusted for part-year service
The table does not include salary and benefits movement for IAD employees employed in Australia as their employment benefit package differs
from the UK staff package in recognition of different compensation and benefit rules in Australia. It has therefore been deemed inappropriate to
include their remuneration in this comparison. Similarly, the “average employee” calculation in the table excludes T4A due to slight differences in
the remuneration structure.
The table only includes directors as of 30 September 2025.
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Other information
3. Annual Remuneration Report
continued
CEO pay ratio table
The following table sets out the ratio of the CEO’s pay to each of the Group’s median, lower quartile and upper quartile pay for UK employees for
the last seven years.
Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
FY25
Salary
Option A
13.1
10.1
7:1
Total remuneration
27.1
20.1
14.1
FY24
Salary
Option A
12:1
10:1
7:1
Total remuneration
17:1
13:1
9:1
FY23
Salary
Option A
11:1
8:1
7:1
Total remuneration
17:1
13:1
9:1
FY22
Salary
Option A
14:1
10:1
6:1
Total remuneration
16:1
12:1
8:1
FY21
Salary
Option A
14:1
11:1
7:1
Total remuneration
16:1
13:1
9:1
FY20
Salary
Option A
17:1
13:1
9:1
Total remuneration
18:1
15:1
10:1
FY19
Salary
Option A
n/a
n/a
n/a
Total remuneration
18:1
15:1
10:1
The salary and total remuneration ratios for 2025 above are based on the following figures:
FY25
CEO
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
Salary
£551,367
£42,012
£55,067
£74,767
Total remuneration
£1,311,477
£49,468
£66,878
£94,527
The CEO pay ratios were calculated using “Option A” set out in the Companies (Miscellaneous Reporting) Regulations 2018. Under this method,
the full pay and benefits of each UK employee were used to identify those employees that represented the Group’s median, lower quartile and
upper quartile pay for UK employees. The full pay and benefits of these employees were then used to calculate the ratios as at 30 September 2025.
The Group elected to use Option A as its method of calculation as it felt that using the full pay and benefits of all employees was the most
accurate method of identifying those employees that represented the Group’s mean median, lower quartile and upper quartile pay for UK
employees. To determine the full-time equivalent pay and benefits of non-standard workers, part-time workers’ remuneration was grossed
up to the equivalent full-time pay.
The salary ratio for the 25th category has increased whilst the median and 75th percentile have remained the same in FY25.The reason for the
change to the ratio reflects the change to the basic salary for the CEO from the start of the performance year and the in year salary adjustment.
The bonus ratio has increased across all comparators reflecting the impact of the new Combined Incentive plan.
Workforce engagement
The committee has sight of the workforce views through consideration of the out-turns from the workforce engagement survey and the
learnings from engagement with the workforce at organised events.
When determining the Remuneration Policy and arrangements for executive directors, the committee also considers:
l
remuneration elsewhere in the Group to ensure that remuneration structures are suitably aligned;
l
changes in remuneration (salary, benefits and bonus) of the wider workforce compared with that of directors; and
l
any material changes to benefit or pension provisions to the wider workforce.
Directors’ remuneration report
continued
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Financial statements
Other information
Relative importance of spend on pay (audited)
The following table sets out the percentage change in profit, dividends paid and overall spend on pay in the year ending 30 September 2025,
compared to the year ending 30 September 2024.
FY24
FY25
Percentage
change
IFRS profit after tax
52.1
51.3
-2%
Dividends
33.7
34.7
3%
Employee remuneration costs
48.4
53.0
10%
Payments to past directors (audited)
Except as described in last year’s Directors’ Remuneration Report in relation to Jonathan Gunby’s share awards, there were no payments to past
directors in the year in respect of qualifying services.
Payments for loss of office (audited)
No director received payment for loss of office during the year.
Share Awards made during the year (audited)
Type of interest awarded
Basis on which award made
1, 2
Date of award
Face value
awarded
3
Percentage
receivable for
minimum
performance
7
Number of
shares awarded
End of
deferral period
Alexander Scott
Deferred
bonus
Conditional
share award
33% salary
24.12.2024
£142,027
100%
40,637
24.12.2027
SIP
Free Shares
3% (Free and Matching
Shares) of salary subject to
maximum of £3,600 each
per annum and 1.5% (for
Partnership Shares) subject
to a maximum of £1,800
per annum
13.01.2025
£3,598
100%
1,126
N/A
4
Partnership
Shares
22.01.2025
£1,800
527
Matching
Shares
22.01.2025
£3,600
1,054
Dividend
Shares
03.02.2025
07.07.2025
301
177
CIP
Conditional
Share Award
200% of salary.
29.09.2025
£1,019,000
15%
327,494
30.09.2028
Euan Marshall
Deferred
bonus
Conditional
share award
36% salary
6
24.12.2024
£145,189
100%
41,722
24.12.2027
SIP
Partnership
Shares
3% (for Matching Shares) of
salary subject to maximum
of £3,600 each per annum
and 1.5% (for Partnership
Shares) subject to a
maximum of £1,800 per
annum, pro-rated for
qualifying service
18.07.2025
£450
5
100%
128
N/A
4
Matching
Shares
18.07.2025
£900 5
256
CIP
Conditional
Share Award
180% of salary
29.09.2025
£712,100
15%
216,657
30.09.2028
1
Deferred share awards form part of the annual incentive, for which awards were determined based on performance to 30 September 2025.
2
SIP Free Share awards were determined based on Group performance to 30 September 2025. SIP Partnership and Matching awards are loyalty awards.
The awards are evergreen and are purchased monthly and will continue unless revoked by the Remuneration Committee. The award date shown is the first
purchase date following publication of the Company’s Annual Report and financial statements but the amount reflects the award for the full financial year.
3
The face value of the deferred bonus share award was calculated using average share price from 17 December 2024 to 19 December 2024 which was £3.495.
The face value of the CIP conditional share award was calculated using the average share price from 14 March to 18 March 2025 which was £3.3283. The face
value of the Free Shares was calculated using the share price paid by the SIP administrator on the date of purchase which was £3.195. The face value of the
Partnership and Matching Share award was calculated using the total number of Partnership and Matching Shares bought on behalf of the relevant individuals
during the financial year and an average share price for matching share purchases.
4
The SIP is operated in line with HMRC guidance.
5
Euan Marshall qualified to participate in the SIP upon completion of one year’s service and joined the scheme at the first entry point thereafter being 1 July 2025.
His Partnership and Matching Share awards therefore reflect a pro-rating of one quarter of the performance year. As such he did not receive any Free or Dividend shares.
6 Euan Marshall received an additional buy-out award in December 2024 as set out on page 90 of the FY24 ARA.
7
The percentage receivable for minimum performance for the CIP is 15% being the weighted average of the minimum threshold across the whole of the scorecard.
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Financial statements
Other information
3. Annual Remuneration Report
continued
Shareholding requirements and directors’ share interests (audited)
No share awards other than the all staff SIP and the deferred element of the Combined Incentive Plan award were awarded to Alexander Scott,
Euan Marshall or Michael Howard during the financial year.
The Company requires executive directors to build up a holding of one year’s salary equivalent in shares and/or share options within four years
of appointment. In assessing whether an individual director meets this requirement, the Company will include shares held in the director’s own
name, those held in any pension or investment over which the director directs the investment profile, and those unvested shares which are not
subject to performance conditions, held in an employee share plan.
Director/
Connected person
1p Ordinary
Shares
Total 2018
SIP shares
1
Deferred Shares
(no performance
underpin)
Deferred
Shares
(performance
underpin)
Vested but
unexercised
Options
exercised
Shares held
at 30.09.2025
Total
Percentage of
basic pay/fee
held in shares
Shares held
at 30.09.2024
Total
Percentage of
basic pay/fee
held in shares
Alexander Scott
1,148,260
18,024
237,851
327,494
97,710
—
1,404,135
792%
1,360,313
1,014%
Michael Howard
2
32,000,000
—
—
—
—
—
32,000,000
278,909%
32,000,000
282,392%
Euan Marshall
4
19,500
384
79,717
216,657
—
—
99,601
52%
37,995
35%
Caroline Banszky
7,500
—
—
—
—
—
7,500
—
7,500
—
Victoria Cochrane
3,750
—
—
—
—
—
3,750
—
3,750
—
Richard Cranfield
3
20,000
—
—
—
—
—
20,000
—
20,000
—
Rita Dhut
15,000
—
—
—
—
—
15,000
—
15,000
—
Robert Lister
6,015
—
—
—
—
—
6,015
—
6,015
—
Irene McDermott
Brown
—
—
—
—
—
—
—
—
—
—
1
Includes dividend reinvestment shares relating to SIP shares.
2
Michael Howard’s shareholding is shown as a percentage of the fee paid to ObjectMastery for his services to the IHP board.
3
Includes Richard Cranfield’s spouse shareholdings.
4 Includes Euan Marshall’s spouse shareholdings.
The value of each director’s shareholding has been calculated by reference to the average of the share price over the final three months of the
financial year (£3.4549).
The value of unvested and unexercised share options is shown net of assumed income tax and employee’s National Insurance.
The rate for Michael Howard has been calculated by reference to the exchange rate on 30 September of the relevant financial year.
No directors have any other vested or unvested share options as at the end of the FY25.
Aside from regular purchases monthly of Partnership Shares and allocation of corresponding Matching Shares under the Share Incentive Plan,
there were no changes to the executive directors or non-executive directors’ interests in IntegraFin shares during the period from 1 October 2025
to 17 December 2025.
Directors’ remuneration report
continued
Strategic report
82
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Corporate governance
Financial statements
Other information
Shareholder return performance graph and CEO pay over the same period
This graph shows the Company’s total shareholder return performance from Admission to 30 September 2025.
The Company has chosen to show total shareholder return against the FTSE 250 total return over the same period, as IntegraFin is a member of
the index and the board considers this to be the most appropriate comparator.
Total shareholder return performance vs FTSE 250 since 2 March 2018
The following table shows the history of the CEO’s remuneration since admission:
CEO Remuneration
CEO single figure
of remuneration
Annual bonus
payout (as a %
of maximum
opportunity)
LTIP vesting
out-turn (as a %
of maximum
opportunity)
FY25
£1,311k
64.14%
N/A
FY24
£805k
55%
N/A
FY23
£782k
62%
N/A
FY22
£695k
52%
N/A
FY21
£704k
62%
N/A
FY20
£639k
72%
N/A
FY19
£751k
82%
N/A
FY18
£769k
83%
N/A
Note to the table:
The figures for FY18 and FY19 relate to the previous CEO, Ian Taylor. The figures for FY20 to date relate to the current CEO, Alexander Scott.
250
200
150
100
50
0
IHP vs FTSE 250 total return
Feb 18
May 18
Aug 18
Nov 18
Feb 19
May 19
Aug 19
Nov 19
Feb 20
May 20
Aug 20
Nov 20
Feb 21
May 21
Aug 21
Nov 21
Feb 22
May 22
Aug 22
Nov 22
Feb 23
May 23
Aug 23
Nov 23
Feb 24
May 24
Aug 24
Nov 24
Feb 25
May 25
Aug 25
IHP
FTSE 250 TR
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Corporate governance
Financial statements
Other information
3. Annual Remuneration Report
continued
Fees for the Chair and non-executive directors (audited)
Non-executive directors
Year
IHP fees
£’000
IHP benefits
£’000
Subsidiary fees
£’000
Subsidiary benefits
£’000
Total remuneration
£’000
Richard Cranfield
2025
220
—
—
—
220
2024
180
—
—
—
180
Rita Dhut
2025
109
—
—
—
109
2024
86
—
—
—
86
Irene McDermott Brown¹
2025
71
—
—
—
71
2024
—
—
—
—
0
Victoria Cochrane
2025
108
—
—
—
108
2024
94
—
—
—
94
Robert Lister
2025
94
—
49
—
143
2024
82
—
18
—
100
Caroline Banszky
2025
108
—
—
—
108
2024
95
—
—
—
95
1
Irene McDermott Brown joined the board on 1 January 2025.
Chair and non-executive director fees were reviewed in September 2025 and adjusted with effect from 1 October 2025.
For the Chair of the board the review reflected consideration of the market context and appropriate peers in the financial services sector.
The committee approved an increase to £226,600 with effect from 1 October 2025.
The fees for non-executive directors were also reviewed. The review took into account the market context and appropriate peers in the financial
services sector.
Element of remuneration by director
FY25
£
FY26
£
Chair
220,000
226,600
Base fee
66,000
68,000
Senior Independent Non-Executive Director
10,500
10,800
Audit and Risk Committee Chair
42,000
43,300
Audit and Risk Committee member
15,000
15,500
Nomination Committee Chair
N/A
N/A
Nomination Committee member
5,000
5,200
Remuneration Committee Chair
27,000
27,900
Remuneration Committee member
7,500
7,700
Designated non-executive director
6,000
6,200
Additional fees may also apply where non-executive directors sit on subsidiary boards.
Advisers
Deloitte LLP (Deloitte) is retained as adviser to the Remuneration Committee. Deloitte is a founding member of the Remuneration Consultants
Group and voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK.
For FY25 total fees for advice to the Remuneration Committee were £126k, with fees on a time and materials basis. During the year Deloitte
also provided IFAL and ILUK with consulting services on regulatory matters.
Deloitte was appointed by the committee, and the committee is satisfied the advice provided by Deloitte is objective and independent.
Management may attend meetings as required, including but not limited to the CEO, HR Director, Head of Legal and Chief Risk Officer.
Directors’ remuneration report
continued
Strategic report
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Corporate governance
Financial statements
Other information
Directors’ report
Principal risks and uncertainties
The review of the business and principal risks and uncertainties are
disclosed in the Strategic Report on pages 48 to 50.
Internal control and risk management systems
A description of the Group’s internal control and risk management
systems in relation to the financial reporting process is set out on
pages 46 and 47 of the Strategic Report.
Directors
The executive directors who served during the financial year were
Alexander Scott, Michael Howard and Euan Marshall.
The non-executive directors who served during the financial year were
Richard Cranfield, Caroline Banszky, Victoria Cochrane, Rita Dhut,
Robert Lister, and Irene McDermott Brown (appointed on 1 January 2025).
All of the current directors are standing for re-election at the
upcoming AGM.
The appointment and replacement of directors is governed by the
Company’s Articles of Association, the UK Corporate Governance
Code, the Companies Act 2006 and related legislation. The directors
may exercise all the powers of the Company.
The directors present their report and
financial statements for the year ending
30 September 2025.
The content of the “Management Report” required by the FCA
Disclosure and Transparency Rule DTR4.1 is in the Strategic
Report and the Governance section of the Annual Report and
financial statements, which also contains details of likely
future developments identified by the board. This information
is shown in the Strategic Report rather than in the Directors’
Report under section 414C (11) of the Companies Act.
The Corporate Governance Report on pages 54 to 88 forms
part of the Directors’ Report.
Information disclosed in accordance with the requirements of
the applicable sections of the FCA Listing Rule LR9.8 (Annual
Financial Report) can be found here:
Details of long-term incentive
schemes
Directors’ Remuneration
Report
Directors’ interests in the
Company’s shares
Directors’ Remuneration
Report
Major shareholders’ interests
Directors’ Report
Non-executive directors’ terms of
appointment
Directors’ Report
Directors’ transactions in the
Company’s shares
Directors’ Report
Details of non-financial reporting
Corporate Social
Responsibility Report
Service contracts and letters of appointment
All executive directors have written service contracts in place with an
employing company in the Group. These will be available for
inspection at the AGM and, upon request, at the registered office of
the Company. Although the executive directors’ service contracts do
not have fixed end dates, they may be terminated with six months’
notice from either side. In the event that notice is given to terminate
the executive director’s contract, the Company may make a payment
in lieu of notice or place the individual on garden leave. Entitlement to
any variable remuneration arrangements will be determined in
accordance with the relevant plan rules and the Directors’
Remuneration Policy. Executive directors’ service contracts do not
make any other provision for termination payments.
Non-executive directors do not have service contracts, but are bound
by letters of appointment which are available for inspection on
request at the Company’s registered office.
Non-executive directors are appointed for a three-year term, subject
to confirmation by shareholders at the following Annual General Meeting
and annual re-election at each subsequent Annual General Meeting.
Details of non-executive directors’ terms
of appointment
Details of the non-executive directors’ terms of appointment
are set out below:
Non-executive
director
Date of first
appointment
Date of latest
renewal term
Date for further
renewal term
Caroline
Banszky
22 August
2018
22 August
2024
22 August
2027
Victoria
Cochrane
28 September
2018
28 September
2024
28 September
2027
Richard
Cranfield
26 June 2019
25 June 2025
—
Robert Lister
26 June 2019
26 June 2025
—
Rita Dhut
22 September
2021
22 September
2024
22 September
2027
Irene McDermott
Brown
1 January
2025
1 January
2028
1 January
2031
Directors’ interests
Details of the Directors’ interests in the Company’s Ordinary Shares
can be found on page 82 of the Remuneration Report. During the
financial year, rights for share options were granted to Alexander Scott,
and Euan Marshall under the Company’s Combined Incentive Scheme.
Throughout FY25, no director had any material interest in a contract to
which the Company or any of its subsidiary undertakings was a party
(other than their own service contract) that requires disclosure under
the requirements of the Companies Act 2006.
Directors’ indemnities
The Company has made qualifying third-party indemnity provisions for
the benefit of its directors. These provisions were for the purposes of
section 234 of the Companies Act 2006 and were in force throughout
the financial year and remain so at the date of this report. In addition,
the Company maintains directors’ and officers’ liability insurance, which
gives appropriate cover for legal action brought against its directors.
Status of Company
The Company is registered as a public limited Company under the
Companies Act 2006.
85
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Financial statements
Other information
Stakeholders
The Group considers its principal
stakeholders to be clients and advisers,
employees, regulators, shareholders,
suppliers and communities. Details of
the Group’s stakeholder engagement
are outlined on pages 16 to 19.
Diversity and inclusion
The Company recognises the benefits of
companies having diverse boards and sees
diversity at board level as important in
maintaining good corporate and board
effectiveness. The Group has an established
board Diversity Policy dealing with appointments
to the board.
The objective of the Group’s board Diversity
Policy is to ensure that new appointments
to any board within the Group are made
on merit, taking into account the different
skills, industry experience, independence,
knowledge and background required to
achieve a balanced and effective board.
The Policy also states that the Company
will only use executive search firms that
have signed up to the Voluntary Code for
Executive Search Firms.
When determining the composition of the
board, consideration is given to the diversity
of board members and, when possible,
appointments are made with a view to
achieving a balance of skills with diversity.
More information on the Group’s approach
to diversity and inclusion is outlined in the
Being a Responsible Employer section
on pages 28 to 30.
Share capital
Structure of the Company’s capital
As at 30 September 2025, the Company’s
issued and fully paid-up share capital was
331,322,014 Ordinary Shares of £0.01 each.
The Company does not hold any treasury
shares. The Ordinary Shares have attached
to them equal voting, dividend and capital
distribution rights.
Voting rights
At any General Meeting, on a show of hands,
any member present in person has one vote
and every proxy present, who has been duly
appointed by a member entitled to vote on a
resolution, has one vote. On a poll vote, every
person present in person or by proxy has one
vote for every share held. All shares carry
equal voting rights and there are no restrictions
on voting rights.
Two EBTs operate in connection with the
Group’s deferred bonus Share Option Plan
and Combined Incentive Plan. The Trustees
of the EBTs may exercise all rights attaching
to the shares in accordance with their
fiduciary duties other than as specifically
restricted in the relevant plan governing
documents. The Trustees of the EBTs have
informed the Company that their normal
policy is to abstain from voting in respect of
the Company’s shares held in trust. The
Trustees of the Company’s two Share
Incentive Plans (SIPs) will vote as directed by
SIP participants in respect of the allocated
shares but the Trustees will not otherwise
vote in respect of the unallocated shares held
in the SIP Trusts.
Restrictions on share transfers
There are restrictions on share transfers, all
of which are set out in the Company’s Articles.
The board may decline to register:
l
a transfer of uncertificated shares in the
circumstances set out in the Uncertificated
Securities Regulations 2001;
l
a transfer of certificated shares that are
not fully paid;
l
a transfer to more than four joint holders; a
transfer of certificated shares which is not
in respect of only one class of share;
l
a transfer which is not accompanied by the
certificate for the shares to which it relates;
l
a transfer which is not duly stamped and
deposited at the Transfer Office (or such
other place in England and Wales as the
directors may from time to time decide); or
l
a transfer where in accordance with
section 794 of the Companies Act 2006 a
notice (under section 793 of that Act) has
been served by the Company on a shareholder
who has then failed to give the information
required within the specified time.
Purchase of own shares
At the 2025 AGM, shareholders authorised
the Company to buy back up to 10% of its
own Ordinary Shares by market purchase at
any time prior to the conclusion of the AGM
to be held in 2026.
Whilst such authority would only be used if
the board was satisfied that to do so would
be in the interests of shareholders, the board
considers it desirable to have the general
authority in order to maintain compliance
with the regulatory capital requirements or
targets applicable to the Group.
The Company did not purchase any of its own
shares during the financial year. However, the
EBTs purchase the Company’s shares from
time to time as authorised under the Trust
Deeds in respect of awards granted under
the Company’s employee share schemes.
Substantial shareholders
As at 17 December 2025, the Company had been notified of the following interests in 3% or more of the Company’s issued Ordinary
Share capital disclosed to the Company under Disclosure Guidance and Transparency Rule 5. The information provided below was
correct as at the date of notification. It should be noted that these holdings are likely to have changed since being notified to the
Company. However, notification of any change is not required until the next applicable threshold is crossed.
Shareholder
Nature of holding
Number of
Ordinary Shares at
30 September 2025
% of voting rights at
30 September 2025
Number of
Ordinary Shares at
16 December 2025
% of voting rights at
16 December 2025
Michael Howard
Direct
25,911,753
7.82%
25,911,753
7.82%
Indirect
6,088,247
1.84%
6,088,247
1.84%
BlackRock Inc.
Indirect
26,055,731
7.85%
24,013,419
7.24%
Securities lending
75,534
0.02%
17,000
0.00%
Contracts for difference
2,621,172
0.79%
2,025,312
0.61%
Liontrust Investment Partners LLP
Direct
16,746,726
5.05%
16,523,678
4.98%
Evenlode Investment Management Ltd
Direct
16,621,551
5.02%
16,621,551
5.02%
Montanaro Asset Management Ltd
Direct
10,023,483
3.03%
10,023,483
3.03%
The percentage provided was correct at the date of notification.
The interests of the directors, and any persons closely associated, in the issued share capital of the Company are shown on page 83.
Directors’ report
continued
Strategic report
86
IntegraFin
Annual Report 2025
Corporate governance
Financial statements
Other information
Directors’ interests
Except for the shareholding details set out
in the Directors’ Remuneration Report, there
has been no change to the interests of any
of the directors or their persons closely
associated during the financial year.
Dividends
In FY25, the Company paid two interim
dividends. Both dividends were paid by
reference to the Company’s issued and
allotted share capital on the record date.
An interim dividend of 7.2 pence per share –
£23.9 million – was paid on 31 January 2025.
An interim dividend of 3.3 pence per share –
£10.9 million – was paid on 4 July 2025.
An interim dividend of 8.0 pence per share –
£26.5 million – has been declared by the
board and will be paid in January 2026.
The Trustees of the EBTs have each waived
dividends on shares declared in the Company
shares held by those trusts and the Trustees of
the SIP have waived dividends on unallocated
shares in the Company shares held by it.
Employee information
and engagement
The Company has no employees (FY24: nil),
but the Group had 698 employees at year
end (FY24: 666). The Group continues to
promote a culture whereby employees are
encouraged to develop and to contribute
to the overall aims of the business.
The Company has considered the requirements
of s.172 of the Companies Act on pages 20
and 21, to ensure that the interests of
employees are considered by the board in
discussions and decision making, and the
associated provisions of the 2018 Corporate
Governance Code regarding the method of
engagement with the workforce.
Details of how the Company has engaged
with its employees are outlined on page 59 of
the Governance Report and in the Responsible
Business section on pages 28 and 29.
Significant agreements
and change of control
All the Company’s share plans contain
provisions relating to a change of control.
In the event of a change of control, outstanding
awards and options may be lapsed and
replaced with equivalent awards over
shares in the new Company, subject to the
Remuneration Committee’s discretion.
Engagement with suppliers
The Group monitors its relationships with key
suppliers and relationship meetings are held
with suppliers of critical business services.
The Group monitors its payment performance
with suppliers and further details are set out
in the Stakeholder Engagement section on
page 19.
Articles of Association
The Articles of Association may be amended
by special resolution of the shareholders.
Emissions
For commentary on emissions, please
see the Responsible Business section
on pages 31 and 32.
Political donations
The Group does not make political donations.
Employment of disabled people
The Company’s policy regarding employment,
training, career development and promotion
of disabled employees, and employees who
become disabled whilst in employment, is to
make reasonable adjustments as required.
Post-year-end events
Events after the reporting date are detailed
in note 34. There are no reportable events
(FY24: none).
Disclosure of information
to external auditor
Each of the persons who is a director at the
date of approval of this report confirms that:
l
so far as the director is aware, there is no
relevant audit information of which the
Company’s auditor is unaware; and
l
the director has taken all the steps that
they ought to have taken as a director in
order to make themselves aware of any
relevant audit information and to establish
that the Company’s auditor is aware of
that information.
This confirmation is given in accordance
with the provisions of section 418 of the
Companies Act 2006.
Auditor
Resolutions to reappoint EY as external
auditor of the Company and to authorise the
Audit and Risk Committee to determine its
remuneration will be proposed at the AGM
to be held on 26 February 2026.
2025 AGM
The AGM will be held in person at the office
of our solicitors, Eversheds Sutherland,
at 1 Wood St, London EC2V 7WS on
26 February 2026. Details of the resolutions to
be proposed at the AGM are set out in the
separate circular which has been sent to all
shareholders and is available on the
Company’s website at www.integrafin.co.uk/
shareholder-information/.
By order of the board,
Alexander Scott
Chief Executive Officer
16 December 2025
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Corporate governance
Financial statements
Other information
Statement of directors’ responsibilities
The directors are responsible for preparing the Annual Report and the financial statements
in accordance with applicable United Kingdom law and regulations.
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the directors
have elected to prepare the Group and parent
Company financial statements in accordance
with UK-adopted international accounting
standards (IFRSs). Under Company law the
directors must not approve the financial
statements unless they are satisfied that
they give a true and fair view of the state
of affairs of the Group and the Company
and of the profit or loss of the Group and
the Company for that period.
In preparing these financial statements
the directors are required to:
l
select suitable accounting policies in
accordance with IAS 8 Accounting Policies,
Changes in Accounting Estimates and
Errors and then apply them consistently;
l
make judgements and accounting estimates
that are reasonable and prudent;
l
present information, including accounting
policies, in a manner that provides relevant,
reliable, comparable and understandable
information;
l
provide additional disclosures when
compliance with the specific requirements
in IFRSs is insufficient to enable users
to understand the impact of particular
transactions, other events and conditions
on the Group and Company financial
position and financial performance;
l
in respect of the Group financial
statements, state whether UK-adopted
international accounting standards have
been followed, subject to any material
departures disclosed and explained in
the financial statements;
l
in respect of the parent Company financial
statements, state whether UK-adopted
international accounting standards, have
been followed, subject to any material
departures disclosed and explained in
the financial statements; and
l
prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company and/or the
Group will continue in business.
The Company is responsible for keeping
adequate accounting records that are sufficient
to show and explain the Company’s and
Group’s transactions and disclose with
reasonable accuracy, at any time, the
financial position of the Company and the
Group and enable the directors to ensure that
the Company and the Group financial statements
comply with the Companies Act 2006.
They are also responsible for safeguarding
the assets of the Group and parent Company
and hence for taking reasonable steps for
the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the
directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate
Governance Statement that comply with that
law and those regulations. The directors are
responsible for the maintenance and integrity
of the corporate and financial information
included on the Company’s website.
Directors’ responsibilities
pursuant to DTR4
The directors confirm, to the best
of their knowledge:
l
that the consolidated financial statements,
prepared in accordance with UK-adopted
international accounting standards give a
true and fair view of the assets, liabilities,
financial position and profit of the parent
Company and undertakings included in
the consolidation taken as a whole;
l
that the Annual Report, including the
Strategic Report, includes a fair review of
the development and performance of the
business and the position of the Company
and undertakings included in the consolidation
taken as a whole, together with a description
of the principal risks and uncertainties that
they face; and
l
that they consider the Annual Report,
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Company’s position, performance,
business model and strategy.
By order of the board,
Helen Wakeford
Company Secretary
16 December 2025
Strategic report
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Annual Report 2025
Corporate governance
Financial statements
Other information
Opinion
In our opinion:
l
IntegraFin Holdings plc’s group financial statements and parent company financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the parent company’s affairs as at 30 September 2025 and of the Group’s profit for the year then ended;
l
the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
l
the parent company financial statements have been properly prepared in accordance with UK adopted international accounting standards as
applied in accordance with section 408 of the Companies Act 2006; and
l
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of IntegraFin Holdings plc (the ‘parent company’) and its subsidiaries (the ‘Group’) for the year ended
30 September 2025 which comprise:
Group
Parent Company
Consolidated Statement of Comprehensive Income for the year ended
30 September 2025
Company Statement of Financial Position as at 30 September 2025
Consolidated Statement of Financial Position as at 30 September 2025
Company Statement of Cash Flows for the year ended 30 September 2025
Consolidated Statement of Cash Flows for the year ended
30 September 2025
Company Statement of Changes in Equity for the year ended
30 September 2025
Consolidated Statement of Changes in Equity for the year ended
30 September 2025
Related notes 1 to 34 to the financial statements, including material
accounting policy information
Related notes 1 to 34 to the financial statements, including material
accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting
standards and as regards the parent company financial statements, as applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and we remain
independent of the Group and the parent company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and parent company’s ability to continue to adopt
the going concern basis of accounting included:
l
obtaining an understanding of the directors’ going concern assessment process and obtaining the directors’ going concern assessment
covering the period of 12 months from the date of authorisation of the financial statements;
l
assessing and challenging the assumptions used in management’s forecast and determining that is appropriate to enable the directors to
make an assessment on the going concern;
l
testing the clerical accuracy of the model;
l
evaluating the capital and liquidity position and requirements of the Group;
l
assessing the appropriateness of the stress and reverse stress test scenarios that consider the key risks identified by management. We evaluated
management’s analysis by testing the clerical accuracy and challenging the conclusions reached in the stress and reverse stress test scenarios;
l
performing enquiries of management and those charged with governance to identify risks or events that may impact the Group’s ability
to continue as a going concern. We also reviewed the management paper presented to the board, minutes of meetings of the board and
regulatory correspondence; and
l
assessing the appropriateness of the going concern disclosures by comparing the consistency with the directors’ assessment and for
compliance with the relevant reporting requirements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and parent company’s ability to continue as a going concern for a period of 12 months
from when the financial statements are authorised for issue.
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Other information
Independent auditor’s report
To the members of IntegraFin Holdings plc
Independent auditor’s report
continued
To the members of IntegraFin Holdings plc
Conclusions relating to going concern
continued
In relation to the Group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to continue
as a going concern.
Overview of our audit approach
Audit scope
l
We performed an audit of the complete financial information of seven components and audit procedures on
specific balances for a further one component.
l
The components where we performed full or specific audit procedures accounted for 100% of Profit before tax,
100% of Revenue and 98% of Total assets.
Key audit matters
l
Recognition of revenue.
l
Impairment of goodwill and intangibles at Group and investments in subsidiaries at parent company level.
Materiality
l
Overall Group materiality of £3.5 million which represents 5% of profit on ordinary activities before taxation
attributable to shareholders.
An overview of the scope of the parent company and Group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each
company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into account
size, risk profile, the organisation of the Group and effectiveness of Group-wide controls, changes in the business environment, the potential
impact of climate change and other factors such as recent Internal audit results when assessing the level of work to be performed at each company.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of
significant accounts in the financial statements, of the sixteen reporting components of the Group, we selected eight components covering
entities within the United Kingdom, the Isle of Man and Australia, which represent the principal business units within the Group.
Of the eight components selected, we performed an audit of the complete financial information of seven components (“full scope components”)
which were selected based on their size or risk characteristics. For the remaining one component (“specific scope component”), we performed
audit procedures on specific accounts within that component that we considered had the potential for the greatest impact on the significant
accounts in the financial statements either because of the size of these accounts or their risk profile.
The reporting components where we performed audit procedures accounted for 100% (FY24: 100%) of the Group’s Profit before tax,
100% (FY24: 100%) of the Group’s Revenue and 98% (FY24: 98%) of the Group’s Total assets. For the current year, the full scope components
contributed 99% (FY24: 99%) of the Group’s Profit before tax, 100% (FY24: 100%) of the Group’s Revenue and 98% (FY24: 98%) of the Group’s
Total assets. The specific scope component contributed 1% (FY24: 1%) of the Group’s Profit before tax, 0% (FY24: 0%) of the Group’s Revenue
and 2% (FY24: 2%) of the Group’s Total assets. The audit scope of these components may not have included testing of all significant accounts
of the component but will have contributed to the coverage of significant accounts tested for the Group.
Of the remaining eight components that together represent 0% of the Group’s Profit before tax, none are individually greater than 0% of the
Group’s Profit before tax. For these components, we did not perform any other procedures.
The charts below illustrate the coverage obtained from the work performed by our audit teams.
Profit before tax
Revenue
Total assets
Full scope components (99%)
Specific scope components (1%)
Full scope components (100%)
Specific scope components (0%)
Full scope components (98%)
Specific scope components
(not in audit scope) (2%)
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An overview of the scope of the parent company and Group audits
continued
Involvement with component teams
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that the most significant future
impacts from climate change on its operations will be from physical risks (acute and chronic) in the long term and transitional risks (policy, legal,
market, reputation and regulatory) in the medium term. These are explained on pages 34 to 40 in the required Task Force on Climate-Related
Financial Disclosures and on pages 48 to 50 in the principal risks and uncertainties. The Group has also explained its climate commitments
on pages 34 to 40. All of these disclosures form part of the “Other information”, rather than the audited financial statements. Our procedures
on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on
“Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any consequential
material impact on its financial statements.
The Group has explained in its articulation of how climate change has been reflected in the financial statements Basis of preparation note how
it has reflected the impact of climate change in its financial statements. There are no significant judgements or estimates relating to climate
change in the notes to the financial statements as the impact of climate risk is not material.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management’s assessment
of the impact of climate risk, physical and transition, its climate commitments resulting in a conclusion that there was no material impact from
climate change on the recognition and measurement of the assets and liabilities in these financial statements as at 30 September 2025 and the
adequacy of the Group’s disclosures in the financial statements which explain the rationale. As part of this evaluation, we performed our own
risk assessment, supported by our climate change internal specialists, to determine the risks of material misstatement in the financial
statements from climate change which needed to be considered in our audit.
We also challenged the directors’ considerations of climate change risks in their assessment of going concern and viability and associated
disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a
key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
our opinion thereon, and we do not provide a separate opinion on these matters.
Risk
Our response to the risk
Key observations
communicated to the
Audit and Risk Committee
Recognition of revenue
(£156.8 million, 2024: £144.9 million)
Refer to the Accounting policies (pages 104 and 105)
and note 5 of the Consolidated Financial Statements
(pages 116 and 117).
Revenue is material to the Group and is a key focus of
stakeholders. As disclosed in Note 5 of the financial
statements, the Group categorises revenue into four
sub-categories:
l
Annual charge (£138.1 million, 2024: £126.1 million)
is charged for the administration of products on
the Transact platform.
l
Wrapper charge (£12.5 million, 2024: £12.8 million)
is charged for each of the tax wrappers held by clients.
l
Adviser back-office technology (comprising licence
income and consultancy income) (£5.0 million, 2024:
£4.9 million) is the rental charge for use of access to
T4A’s CRM software and the charge for consultancy
services provided by T4A.
l
Other income (£1.2 million, 2024: £1.1 million) is
charges levied on the acquisition of assets which
comprise buy commissions and dealing charges.
For all material revenue streams, we have:
l
confirmed and updated our understanding of the
procedures and controls in place throughout the revenue
process at the Group through walkthrough procedures; and
l
performed enquiries of management and performed
journal entry testing in order to address the risk of
management override.
We tested the design and operating effectiveness of the
General IT controls for the applications relevant to recognition
of revenue from annual charges and wrapper charges.
Based on the
procedures performed,
we have no matters
to report in respect of
revenue recognition.
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Other information
Independent auditor’s report
continued
To the members of IntegraFin Holdings plc
Risk
Our response to the risk
Key observations
communicated to the
Audit and Risk Committee
Recognition of revenue
(£156.8 million, 2024: £144.9 million)
continued
Annual charge, wrapper charge income and other
income account for 96.8% of total fee income. These
revenues are automatically calculated by the Integrated
Administration System (IAS) IT platform. There is a risk,
therefore, that revenue may be misstated due to failure
or manipulation of the calculation methodology within IAS.
The principal data inputs into the automated fee calculations
include the quantity and pricing of underlying positions
and commission percentages. There is therefore a risk
that revenue may be materially misstated due to errors
in the underlying data inputs into IAS.
There is also the risk that stakeholder expectations place
pressure on management to manipulate the recognition
of revenue. This may result in an overstatement of
revenue to meet targets and expectations.
In relation to Licence and Consultancy Income, which
accounts for 3.2% of total fee income, there is a risk that
revenue is not recognised in line with the terms of the
underlying contracts and agreements.
The risk has not changed in the current year.
Our testing of annual charge and wrapper charge income
was split into two elements:
1.
Testing to address the risk of failure or manipulation within
the calculation. We have:
l
recalculated all material revenue sub-categories (annual
charge and wrapper charge) using the criteria and logic
per the underlying agreements with investors;
l
performed a variance analysis between the EY recalculated
revenue balance per each sub-category and the amounts
per the general ledger, investigating any material differences;
l
performed completeness checks between the IAS
reports and general ledger; and
l
on a sample basis, reperformed calculations that are
automatically performed in IAS and form part of the
inputs into the revenue calculations. For example, the
daily average value of the portfolio which forms part
of the annual charge calculation.
2.
Testing to address the risk of data inputs being incorrect.
On a sample basis, we have:
l
agreed inputs to the underlying agreements
for onboarding clients onto the platform;
l
agreed the fee terms used in the revenue calculation
to the published Transact Commission and
Charges Schedule;
l
for annual charges, recalculated the average portfolio
value used within the fee calculations based on the daily
pricing per IAS;
l
for annual charges, agreed the quantity of positions per
portfolio back to the custodian statements per IAS;
l
agreed fees paid back to bank statements; and
l
as part of cut off testing, performed analytical reviews
over pre year end and post year end journals to ensure
these relate to the correct period by agreeing to IAS reports.
For licence income, consultancy income and other income,
on a sample basis we have:
l
agreed the fee terms used in the calculation to agreements;
l
agreed the fees to underlying agreements and invoices
and vouched balances to the bank statements; and
l
as part of cut off testing, performed analytical reviews
over pre year end and post year end journals to ensure
these relate to the correct period by agreeing to general
ledger reports.
An overview of the scope of the Parent Company and Group audits
continued
Key audit matters
continued
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Other information
Risk
Our response to the risk
Key observations
communicated to the
Audit and Risk Committee
Impairment of goodwill and intangibles at Group and
investments in subsidiaries at parent company level
In the consolidated statement of financial position,
Goodwill and Other Intangibles is £13.2 million
(FY24: £20.9 million) and in the parent company
Statement of Financial Position, investment in
subsidiaries is £42.4 million (FY24: £46.2 million)
Refer to the Audit and Risk Committee Report (page 64);
Accounting policies (page 107); note 12 of the
Consolidated Financial Statements (pages 123 to 125)
and note 15 of the Consolidated Financial Statements
(pages 127 and 128).
As of 30 September 2025, goodwill for IAD PTY is
£13 million (FY24: £12.9 million) and T4A is £nil (FY24:
£5.3 million) which has been fully impaired during the
year; acquired intangible assets consists of £0.2 million
(FY24: £1.6 million) of contractual customer relationships,
£nil (FY24: £0.9 million) of software and £0.1 million
(FY24: £0.2 million) of brand.
Investments in subsidiaries at parent company level
is £42.4 million (FY24: £46.2 million). During the year,
there was an impairment of £6.3 million relating to the
investment in subsidiaries for T4A in the parent company
financial statements.
There is a risk that management makes inappropriate or
inaccurate judgements or estimates when performing
the goodwill and intangibles impairment assessment
and investment in subsidiaries impairment assessment,
in the parent company financial statements.
The risk has increased in the current year due to changes
to the business plans for T4A and the resultant impact
on the short-term forecasts.
We have:
l
confirmed and updated our understanding of the
procedures and controls in place to assess the value in
use and therefore need for impairment in cash generating
units (CGUs) or subsidiaries;
l
challenged management over the appropriateness of the
CGUs identified for which a goodwill impairment assessment
is performed, by reviewing supporting evidence to demonstrate
the separately identifiable assets and cash inflows for
each CGU and by considering the level at which
management monitors financial information;
l
reviewed the future cash flow forecasts against budget
and back testing the accuracy of prior cash flow forecasting;
l
performed sensitivity analysis by flexing the key assumptions
to establish the values that would result in an impairment; and
l
assessed the adequacy of management’s accounting
policies and disclosures in respect of IAS 38 Intangible
Assets (IAS 38) and IAS 36 Impairment of Assets (IAS 36).
Based on the
procedures performed,
we have no matters
to report in respect
of goodwill and other
intangible assets at
Group and investments
in subsidiaries at
parent company level.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in
forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £3.5 million (FY24: £3.4 million), which is 5% (FY24: 5%) of profit on ordinary activities before
taxation attributable to shareholders. We believe that profit on ordinary activities before taxation attributable to shareholders provides us
with the most relevant performance measure to the stakeholders of the Group.
We determined materiality for the parent company to be £0.63 million (FY24: £0.73 million), which is 1% (FY24: 1%) of net assets.
During the course of our audit, we reassessed initial materiality based on 30 September 2025 financial statement amounts and adjusted our
audit procedures accordingly.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that
performance materiality was 75% (FY24: 75%) of our planning materiality, namely £2.6 million (FY24: £2.5 million) for the Group and £0.7 million
(FY24: £0.5 million) for the parent company. We have set performance materiality at this percentage due to this being a recurring audit.
An overview of the scope of the Parent Company and Group audits
continued
Key audit matters
continued
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Independent auditor’s report
continued
To the members of IntegraFin Holdings plc
Our application of materiality
continued
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit and Risk Committee that we would
report to them all uncorrected audit differences in excess of
£0.2 million (FY24: £0.2 million) for the Group and £0.03 million
(FY24: £0.04 million) for the Parent Company, which is set at 5% of
planning materiality, as well as differences below that threshold that,
in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
Annual Report including Strategic Report, Governance Report and
Other information sections set out on pages 1 to 88 and 137 to 141,
other than the financial statements and our auditor’s report thereon.
The directors are responsible for the other information contained
within the Annual Report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of
the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed
by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
l
the information given in the Strategic Report and the Directors’
Report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
l
the Strategic Report and the Directors’ Report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Group and the
parent company and their environment obtained in the course of the
audit, we have not identified material misstatements in the Strategic
Report or the Directors’ Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
l
adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
l
the parent company financial statements and the part of the
Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
l
certain disclosures of directors’ remuneration specified by law
are not made; or
l
we have not received all the information and explanations
we require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance
Statement relating to the Group and Company’s compliance with
the provisions of the UK Corporate Governance Code specified
for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
l
the directors’ statement with regard to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on pages 52 and 53;
l
the directors’ explanation as to their assessment of the Company’s
prospects, the period this assessment covers and why the period
is appropriate set out on pages 52 and 53;
l
the directors’ statement on whether they have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities set out on pages 52 and 53;
l
the directors’ statement on fair, balanced and understandable
set out on page 88;
l
the board’s confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 48 to 51;
l
the section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems
set out on pages 64 and 65; and
l
the section describing the work of the Audit Committee set out
on pages 62 to 66.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set
out on page 88, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the Group and parent company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the parent company
or to cease operations, or have no realistic alternative but to do so.
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Other information
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these financial statements.
Explanation as to the extent to which the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities, including
fraud, is detailed below.
However, the primary responsibility for the prevention and detection
of fraud rests with both those charged with governance of the
Company and management.
l
We obtained an understanding of the legal and regulatory frameworks
that are applicable to the Group and determined that the most
significant are those that relate to the reporting framework (UK
adopted international accounting standards, the Companies Act
2006 and the UK Corporate Governance Code) and relevant tax
compliance regulations. In addition, we concluded that there are
certain significant laws and regulations which may have an effect
on the determination of the amounts and disclosures in the
financial statements, being the Listing Rules and relevant
Prudential Regulation Authority (PRA) and Financial Conduct
Authority (FCA) rules and regulations.
l
We understood how IntegraFin Holdings plc is complying with
those frameworks by making enquiries of management, internal
audit, those responsible for legal and compliance matters and those
charged with governance. We also reviewed correspondences between
the parent company and UK regulatory bodies; reviewed minutes
of the board, and the Audit and Risk Committee; and gained
understanding of the Group’s approach to governance framework.
l
We assessed the susceptibility of the Group’s financial statements
to material misstatement, including how fraud might occur, by
meeting with management to understand where it considered
there was susceptibility to fraud. We have considered performance
targets and their potential influence on efforts made by management
to manage or influence the perceptions of analysts. We considered
the controls that the Group has established to address risks identified,
or that otherwise prevent, deter and detect fraud, including in a
remote-working environment, and how senior management
monitors these controls. We also considered areas of significant
judgements, complex transactions and economic or external
pressures and the impact these have on the control environment.
Where the risk was considered to be higher, we performed audit
procedures to address each identified fraud risk.
l
Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations.
Our procedures involved journal entry testing, with a focus on
journals with high risk characteristics; enquiries of senior management
and the Group’s legal adviser, including those at full and specific
scope; and focused testing, as referred to in the key audit matters
section above. We also enquired about the policies that have been
established to prevent non-compliance with laws and regulations
by officers and employees and the parent company’s methods of
enforcing and monitoring compliance with such policies. We
inspected significant correspondence with the PRA and FCA.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters we are required to address
l
Following the recommendation from the Audit and Risk Committee,
we were appointed by the Company on 10 March 2025 to audit the
financial statements for the year ending 30 September 2025 and
subsequent financial periods.
The period of total uninterrupted engagement including previous
renewals and reappointments is four years, covering the years
ending 30 September 2022 to 30 September 2025.
l
The audit opinion is consistent with the additional report to the
Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body,
for our audit work, for this report or for the opinions we have formed.
Mike Gaylor (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
16 December 2025
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Other information
Consolidated statement of comprehensive income
For the year ended 30 September 2025
Note
2025
£m
2024
£m
Revenue
5
Cost of sales
(3.4 )
(3.0 )
Gross profit
Expenses
Administrative expenses
8
(100.2 )
(85.0 )
Expected credit losses on financial assets
22
Operating profit
Interest income using the effective interest method
9
Other interest and similar income
9
Interest expense
25
(0.8 )
(0.2 )
Net policyholder returns
Net gain attributable to policyholder returns
Change in investment contract liabilities
(2,753.2 )
(3,051.7 )
Fee and commission expenses
(264.4 )
(232.7 )
Policyholder investment returns
10
Net gain attributable to policyholder returns
Profit on ordinary activities before taxation attributable to policyholders and shareholders
Policyholder tax charge
(35.7 )
(38.8 )
Profit on ordinary activities before taxation attributable to shareholders
Total tax attributable to shareholder and policyholder returns
11
(53.5 )
(55.6 )
Less: tax attributable to policyholder returns
11
Shareholder tax on profit on ordinary activities
(17.8 )
(16.8 )
Profit for the financial year
Other comprehensive loss
Exchange losses arising on translation of foreign operations
(0.2 )
Total other comprehensive losses for the financial year
(0.2 )
Total comprehensive income for the financial year
EPS
Ordinary shares – basic
7
Ordinary shares – diluted
7
All activities of the Group are classed as continuing.
Notes 1 to 35 form part of these financial statements.
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Other information
Consolidated statement of financial position
As at 30 September 2025
2025
2024
Note
£m
£m
Non-current assets
Investments
21
Loans receivable
16
Intangible assets
12
Property, plant and equipment
13
Right-of-use assets
14
Deferred tax asset
26
Current assets
Investments
21
Prepayments and accrued income
22
Trade and other receivables
23
Current tax asset
Cash and cash equivalents
19
Current liabilities
Trade and other payables
24
Provisions
27
Lease liabilities
25
Non-current liabilities
Provisions
27
Lease liabilities
25
Deferred tax liabilities
26
Policyholder assets and liabilities
Cash held for the benefit of policyholders
20
Investments held for the benefit of policyholders
17
Liabilities for linked investment contracts
18
(33,744.9 )
(28,860.6 )
Net assets
Equity
Called up equity share capital
Share-based payment reserve
29
EBT reserve
30
(3.6 )
(3.3 )
Foreign exchange reserve
31
(0.3 )
(0.1 )
Non-distributable reserves
31
Retained earnings
Total equity
These financial statements were approved by the board of directors on 16 December 2025 and are signed on its behalf by:
Euan Marshall
Director
Company registration number: 08860879
Notes 1 to 35 form part of these financial statements.
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2025
2024
Note
£m
£m
Non-current assets
Investment in subsidiaries
15
42.4
46.2
Loans receivable
16
5.9
6.5
48.3
52.7
Current assets
Prepayments and accrued income
22
0.1
—
Trade and other receivables
23
0.2
0.1
Cash and cash equivalents
21.4
27.8
21.7
27.9
Current liabilities
Trade and other payables
24
1.8
3.0
Loans payable
16
1.0
1.0
2.8
4.0
Non-current liabilities
Loans payable
16
4.0
5.0
4.0
5.0
Net assets
63.2
71.6
Equity
Called up equity share capital
3.3
3.3
Share-based payment reserve
29
3.9
3.4
EBT reserve
30
(3.3)
(3.0)
Profit or loss account
Brought forward retained earnings
67.9
54.6
Profit for the year
26.2
47.0
Dividends paid in the year
(34.8)
(33.7)
Profit or loss account
59.3
67.9
Total equity
63.2
71.6
The Company has taken advantage of the exemption in section 408(3) of the Companies Act 2006 and has therefore not presented its own
income statement in these financial statements.
These financial statements were approved by the board of directors on 16 December 2025 and are signed on its behalf by:
Euan Marshall
Director
Company registration number: 08860879
Notes 1 to 35 form part of these financial statements.
Company statement of financial position
As at 30 September 2025
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Consolidated statement of cash flows
For the year ended 30 September 2025
2025
2024
£m
£m
Cash flows from operating activities
Profit on ordinary activities before taxation attributable to policyholders and shareholders
Adjustments for non-cash movements:
Amortisation and depreciation
Loss on disposal of PPE
Share-based payment charge
Interest charged on lease
Other interest
Decrease in provisions
(21.8 )
(8.5 )
Impairment of goodwill and intangible assets
Adjustments for cash effecting investing and financing activities:
Interest on cash and loans
(10.9 )
(10.7 )
Adjustments for statement of financial position movements:
Increase in trade and other receivables, and prepayments and accrued income
(0.5 )
(0.9 )
Increase in trade and other payables
Adjustments for policyholder balances:
Increase in investments held for the benefit of policyholders
(4,612.1 )
(4,216.1 )
Increase in liabilities for linked investment contracts
Decrease in policyholder tax recoverable
(18.8 )
(11.0 )
Cash generated from operations
Income tax paid
(12.9 )
(9.7 )
Interest paid on lease liabilities
(0.1 )
(0.2 )
Other interest paid
(0.2 )
Net cash flows generated from operating activities
Investing activities
Acquisition of property, plant and equipment
(4.6 )
(0.9 )
Purchase of investments
(26.9 )
(2.5 )
Redemption of investments
Decrease/(increase) in loans
(0.2 )
Interest on cash and loans held
Net cash (used in)/generated from investing activities
(18.0 )
Financing activities
Purchase of own shares in EBT
(1.0 )
(0.8 )
Purchase of shares for share scheme awards
(1.8 )
(1.5 )
Equity dividends paid
(34.7 )
(33.7 )
Payment of principal portion of lease liabilities
(2.4 )
(0.8 )
Net cash used in financing activities
(39.9 )
(36.8 )
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange losses on cash and cash equivalents
(0.2 )
Cash and cash equivalents at end of year
Cash and cash equivalents consist of:
Cash and cash equivalents
Cash held for the benefit of policyholders
Cash and cash equivalents
Notes 1 to 35 form part of these financial statements.
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Company statement of cash flows
For the year ended 30 September 2025
2025
2024
£m
£m
Cash flows from operating activities
Loss before interest and dividends attributable to shareholders
(13.7)
(14.1)
Adjustments for non-cash movements:
Impairment of subsidiary
6.3
6.3
Adjustment for statement of financial position movements:
Decrease in trade and other receivables, and prepayments and accrued income
(0.2)
—
(Decrease)/increase in trade and other payables
(1.2)
0.5
Net cash flows used in operating activities
(8.8)
(7.3)
Investing activities
Dividends received
39.1
60.5
Acquisition of subsidiary shares
—
(15.0)
Interest on cash and loans
1.2
1.2
Decrease/(increase) in loans
0.6
(0.2)
Net cash generated from investing activities
40.9
46.5
Financing activities
Purchase of own shares in EBT
(0.9)
(0.6)
Purchase of shares for share scheme awards
(1.4)
(1.4)
Repayment of loans
(1.0)
(1.0)
Interest expense on loans
(0.4)
(0.7)
Equity dividends paid
(34.8)
(33.7)
Net cash used in financing activities
(38.5)
(37.4)
Net (decrease)/increase in cash and cash equivalents
(6.4)
1.8
Cash and cash equivalents at beginning of year
27.8
26.0
Cash and cash equivalents at end of year
21.4
27.8
Notes 1 to 35 form part of these financial statements.
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Other information
Called up
equity share
capital
Non-
distributable
insurance
and foreign
exchange
reserves
Share-based
payment
reserve
EBT
reserve
Retained
earnings
Total equity
£m
£m
£m
£m
£m
£m
Balance at 1 October 2023
(2.6 )
Comprehensive income for the year:
Profit for the year
Total comprehensive income for the year
Share-based payment expense
Settlement of share-based payment
(1.6 )
(1.6 )
Purchase of own shares in EBT
(0.8 )
(0.8 )
Exercised share options
Distributions to owners — dividends paid
(33.7 )
(33.7 )
Balance at 30 September 2024
(3.3 )
Balance at 1 October 2024
(3.3 )
Comprehensive income for the year:
Profit for the year
Movement in currency translation
(0.2 )
(0.2 )
Total comprehensive income for the year
(0.2 )
Share-based payment expense
Settlement of share-based payment
(2.1 )
(2.1 )
Purchase of own shares in EBT
(0.9 )
(0.9 )
Exercised share options
Other movements
(0.1 )
(0.1 )
Distributions to owners — dividends paid
(34.7 )
(34.7 )
Balance at 30 September 2025
(3.6 )
Notes 1 to 35 form part of these financial statements.
Consolidated statement of changes in equity
For the year ended 30 September 2025
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Company statement of changes in equity
For the year ended 30 September 2025
Called up
equity share
capital
Share-based
payment
reserve
EBT
reserve
Retained
earnings
Total equity
£m
£m
£m
£m
£m
Balance at 1 October 2023
3.3
2.7
(2.4)
54.6
58.2
Comprehensive income for the year:
Profit for the year
—
—
—
47.0
47.0
Total comprehensive income for the year
—
—
—
47.0
47.0
Share-based payment expense
—
2.1
—
—
2.1
Settlement of share-based payments
—
(1.4)
—
—
(1.4)
Purchase of own shares in EBT
—
—
(0.6)
—
(0.6)
Distributions to owners — dividends paid
—
—
—
(33.7)
(33.7)
Balance at 30 September 2024
3.3
3.4
(3.0)
67.9
71.6
Balance at 1 October 2024
3.3
3.4
(3.0)
67.9
71.6
Comprehensive income for the year:
Profit for the year
—
—
—
26.2
26.2
Total comprehensive income for the year
—
—
—
26.2
26.2
Share-based payment expense
—
2.4
—
—
2.4
Settlement of share-based payments
—
(1.9)
—
—
(1.9)
Purchase of own shares in EBT
—
—
(0.3)
—
(0.3)
Distributions to owners — dividends paid
—
—
—
(34.8)
(34.8)
Balance at 30 September 2025
3.3
3.9
(3.3)
59.3
63.2
Notes 1 to 35 form part of these financial statements.
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Annual Report 2025
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Notes to the financial statements
For the year ended 30 September 2025
accounting policies
incorporated and domiciled in the United Kingdom
subsidiaries (collectively the Group), offers a range of services which
are designed to help financial advisers and their clients to manage
The registered office address, and principal place of business,
changed from 29 Clement’s Lane, London EC4N 7AE to 4th Floor,
a) Basis of preparation
been prepared and approved by the directors in accordance with
basis, except for the revaluation of certain financial instruments,
which are stated at their fair value have been prepared in pound
sterling, which is the presentational and functional currency of the
Climate risks have been considered where appropriate in the
preparation of these financial statements, with particular consideration
given to the impact of climate risk on the fair value calculations and
impairment assessments. This has concluded that the impact of
climate risk on the financial statements is not material.
The financial statements have been prepared on a going concern
basis, following an assessment by the board.
Going concern is assessed over the 12-month period from when the
Annual Report is approved, and the board has concluded that the
Group has adequate resources, liquidity and capital to continue in
operational existence for at least this period. This is supported by:
l
The current financial position of the Group:
—
The Group maintains a conservative balance sheet and
manages and monitors solvency and liquidity on an ongoing
basis, ensuring that it always has sufficient financial resources
for the foreseeable future.
—
As at 30 September 2025 , the Group had £243.9 million of
shareholder cash on the Consolidated Statement of Financial
Position, demonstrating that liquidity remains strong.
l
Detailed cash flow and working capital projections.
l
Stress testing of liquidity, profitability and regulatory capital, taking
account of principal risks and possible adverse changes in both
the economic and geopolitical climate. These scenarios provide
assurance that the Group has sufficient capital and liquidity
to operate under stressed conditions.
When making this assessment, the board has taken into consideration
both the Group’s current performance and the future outlook, including
the political and geopolitical instability, and a tough macro-environment
with ongoing higher interest rates and cost of living pressures. The
environment has been challenging during the year, but our financial
and operational performance has been robust, and the Group’s
fundamentals remain strong.
As detailed in the Going Concern and Viability Statement (pages 52
and 53), stress and scenario testing has been carried out in order to
understand the potential financial impacts of severe, yet plausible,
scenarios on the Group. This assessment incorporated a number
of stress tests covering a broad range of scenarios, including a
cyber-attack, system and process failures, depressed markets,
and climate-related impacts.
Having conducted detailed cash flow and working capital projections
and stress tested liquidity, profitability and regulatory capital, taking
account of the economic challenges mentioned above, the board is
satisfied that the Group is well placed to manage its business risks.
The board is also satisfied that it will be able to operate within the
regulatory capital limits imposed by the FCA, PRA, and Isle of Man
Financial Services Authority (IoM FSA).
The board has concluded that the Group has adequate resources
to continue its operations, including operating in surplus of the
regulatory capital and liquidity requirements imposed by regulators,
for a period of at least 12 months from the date this Annual Report is
approved. For this reason, they have adopted the going concern basis
The financial statements incorporate the financial statements of the
Company and its subsidiaries. Where the Company has control over
an investee, it is classified as a subsidiary. The Company controls an
investee if all three of the following elements are present: power over
the investee, exposure to variable returns from the investee, and the
ability of the investor to use its power to affect those variable returns.
Control is presumed to exist where the Group owns the majority of the
voting rights of an entity. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these
elements of control.
Subsidiaries are fully consolidated from the date on which control is
obtained by the Company and are deconsolidated from the date that
control ceases. Acquisitions are accounted for under the acquisition
method. Intercompany transactions, balances, income and expenses,
and profits and losses are eliminated on consolidation.
The financial statements of all of the wholly owned subsidiary companies
are incorporated into the financial statements. Two of these subsidiaries,
IntegraLife International Limited (ILInt) and IntegraLife UK Limited (ILUK),
issue contracts with the legal form of insurance contracts, but which
do not transfer significant insurance risk from the policyholder to the
Company, and which are therefore accounted for as investment contracts
.
In accordance with IFRS 9, the contracts concerned are therefore
reflected in the Consolidated Statement of Financial Position as
investments held for the benefit of policyholders, and a corresponding
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Notes to the financial statements
continued
For the year ended 30 September 2025
1. Basis of preparation and material
accounting policies
continued
a) Basis of preparation
continued
Interpretations and standards which became effective during the year.
The following amendments and interpretations became effective
during the year. Their adoption has not had any significant impact
on the Group.
Amendments | Classification of | The amendments to IAS 1 | 1 January |
to IAS 1 | Liabilities as | clarify how to classify | 2024 |
Current or | liabilities as current or | ||
Non-Current | non-current when | ||
Liabilities | covenants are involved. | ||
with Covenants | They require consideration | ||
regarding compliance and | |||
enhanced disclosure | |||
requirements for covenants. | |||
Amendments | Lease Liability | The amendments to IFRS | 1 January |
to IFRS 16 | in a Sale and | 16 clarify how a seller- | 2024 |
Leaseback | lessee should measure | ||
lease liabilities arising from | |||
a sale and leaseback | |||
transaction. They require | |||
the lease liability to reflect | |||
payments for the | |||
right-of-use asset without | |||
inflating the gain or loss on | |||
the sale. | |||
Amendments | Disclosures: | The amendments introduce | 1 January |
to IAS 7 and | Supplier Finance | new disclosure requirements | 2024 |
IFRS 7 | Arrangements | for supplier finance | |
arrangements to improve | |||
transparency about their | |||
impact on an entity’s | |||
liabilities and cash flows. | |||
Qualitative and quantitative | |||
information is required, | |||
including terms and | |||
amounts outstanding. |
Interpretations and standards in issue but not yet effective.
The following new standards and amendments are in issue but not
yet effective. The Group has not early adopted any standard,
interpretation or amendment that has been issued but is not yet
effective and does not expect these to have a material impact on the
financial statements of the Group based on the assessment performed.
While the introduction of IFRS 18 will give rise to presentational
changes, there are no changes to the underlying numbers and
accounting principles. The Group has performed an initial assessment
and will continue to monitor developments ahead of implementation.
Amendments to | Lack of | The amendments to IAS | 1 January |
IAS 21 | Exchangeability | 21 clarify how to determine | 2025 |
an exchange rate when | |||
a currency cannot be | |||
exchanged into another | |||
due to restrictions. Entities | |||
must estimate a spot rate | |||
that reflects an orderly | |||
transaction under prevailing | |||
conditions and disclose | |||
related judgements | |||
and impacts. | |||
IFRS 18 | Presentation and | IFRS 18 replaces most | 1 January |
Disclosures in | of IAS 1 and introduces a | 2027 | |
Financial | new income statement | ||
Statements | structure with mandatory | ||
subtotals and categories | |||
(Operating, Investing, | |||
Financing). It also requires | |||
disclosure and reconciliation | |||
of management-defined | |||
performance measures | |||
and enhances aggregation/ | |||
disaggregation principles | |||
for clearer presentation. | |||
IFRS 19 | Subsidiaries | IFRS 19 introduces an | 1 January |
without Public | optional reduced-disclosure | 2027 | |
Accountability: | framework for subsidiaries | ||
Disclosures | without public accountability | ||
that apply full IFRS | |||
recognition and | |||
measurement, aiming to | |||
cut reporting costs while | |||
maintaining useful | |||
information for users. | |||
IFRS 9 and IFRS | Amendments to | The amendments refine | 1 January |
7 | the Classification | IFRS 9 and IFRS 7 by | 2026 |
and Measurement | clarifying how to classify | ||
of Financial | financial assets with | ||
Instruments | ESG-linked or contingent | ||
features, updating | |||
derecognition rules for | |||
electronic settlements, | |||
and introducing new | |||
disclosure requirements | |||
to improve consistency | |||
and transparency. |
Revenue represents the fair value of services supplied by the Group.
All fee income is recognised as revenue on an accruals basis and in
line with the provision of the services.
Fee and commission income is recognised at an amount that reflects
the consideration to which the Group expects to be entitled in
exchange for providing the services.
The performance obligations, as well as the timing of their satisfaction,
are identified, and determined, at the inception of the contract.
When the Group provides a service to its customers, consideration is
generally due immediately upon satisfaction of a service provided at a
point in time or at the end of the contract period for a service provided
over time. The Group has generally concluded that it is the principal in
its revenue arrangements because it typically controls the services
before transferring them to the customer.
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Annual Report 2025
105
1. Basis of preparation and material
accounting policies
continued
b) Material accounting policies
continued
Revenue from contracts with customers
continued
The Group has discharged all of its obligations in relation to contracts
with customers, and the amounts received or receivable from customers
equal the amount of revenue recognised on the contracts. All amounts
due from customers are therefore recognised as receivables within
accrued income, and the Group has no contract assets or liabilities.
Recurring annual charges
The recurring annual charges are for the administration of products
on the Transact platform, and is levied monthly in arrears on the
average value of assets and cash held on the platform. The value of
assets and cash held on the platform is driven by market movements,
inflows, outflows and other factors.
Recurring wrapper charges
Recurring wrapper charges are applied on the tax wrappers held by
clients and are levied quarterly in arrears based on fixed fees for each
wrapper type.
Recurring annual charges and wrapper charges relate to services
provided on an ongoing basis, and revenue is therefore recognised on
an ongoing basis to reflect the nature of the performance obligations
being discharged. As the benefit to the customer of the services is
transferred evenly over the service period, these fees are recognised
as revenue evenly over the period, based on time elapsed.
Accrued income on both the recurring annual charges and wrapper
charges is recognised as prepayments and accrued income on the
Consolidated Statement of Financial Position, as the Group’s right
Adviser back-office technology – Licence income
Licence income is the rental charge for use of access to T4A’s CRM
software. The rental charge is billed monthly in advance, based on the
number of users. Revenue is recognised in line with the provision of
the service.
Adviser back-office technology – Consultancy income
Consultancy income relates to consultancy services provided by T4A
on an as-needs basis. Revenue is recognised when performance
obligations are met (in line with IFRS 15). Accrued consultancy
income is recognised as a financial asset on the statement of
financial position. The Group’s right to consideration is conditional
on provision of the consultancy service.
Other income
This comprises buy commission and dealing charges. These are
charges levied on the acquisition of assets, due upon completion of
the transaction. Revenue is recorded on the date of completion of the
transaction, as this is the date the services are provided to the customer.
As the benefit to the customer of the services is transferred at a point
in time, these fees are recognised at the point they are provided.
Interest income
Interest income arises from shareholder cash and cash equivalents,
cash and cash equivalents held for the benefit of policyholders,
loans, and coupon payments on UK government gilts held as
shareholder investments.
Interest income on shareholder assets is recognised within interest
income in the Consolidated Statement of Comprehensive Income,
and interest income on policyholder assets is recognised within
policyholder returns.
All interest income is recognised using the effective interest method,
in accordance with IFRS 9, and reflects the accrual of contractual
interest over the relevant period. For financial assets measured at fair
value, however, distributions received are recognised as other interest
and similar income in the Statement of Comprehensive Income when
the right to receive payment is established.
Cost of sales relates to costs directly attributable to the supply of
services provided to the Group and are recognised in the Consolidated
Administrative expenses
Administration expenses relate to overhead costs and are recognised
in the Consolidated Statement of Comprehensive Income on an
accruals basis.
Fee and commission expenses are paid by ILUK and ILInt policyholders
to their financial advisers. Expenses comprise the annual charge
which is levied monthly in arrears on the average value of assets and
cash held on the platform in the month and upfront fees charged on
Investment in subsidiaries are stated at cost less any provision
for impairment.
Other investments comprise UK government gilts held as shareholder
investments. Gilts were acquired in both the current and previous
financial years, which were assessed upon purchase and deemed to
meet the criteria to classify as amortised cost under IFRS 9 Financial
Instruments, namely:
l
they are held within a business model whose objective is to hold
assets in order to collect contractual cash flows; and
l
the contractual terms of the financial assets give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Investment contracts – investments held for the benefit
of policyholders
Investment contracts held for the benefit of policy holders are
comprised of unit-linked contracts. Investments held for the benefit of
policyholders are stated at fair value and reported on a separate line
in the Consolidated Statement of Financial Position; see accounting
policy on financial instruments for fair value determination. Investment
contracts result in financial liabilities whose fair value is dependent on
the fair value of underlying financial assets. They are designated at
inception as financial liabilities at “fair value through profit or loss” in
order to reduce an accounting mismatch with the underlying financial
assets. Gains and losses arising from changes in fair value are presented
in the Consolidated Statement of Comprehensive Income within
“policyholder investment returns”.
The net gain attributable to policyholder returns arise due to releases
of tax charges reserved for policyholders to shareholder profit. These
are made throughout the year to recognise any corporate benefit on
policyholder charges, and include two elements:
1.
The Annual Management Charges (AMCs) – under HMRC rules,
ILUK’s corporate I-E tax is calculated net of management expenses
relating to insurance products. Policyholders, on the other hand,
are charged tax on their income and gains before expenses are
deducted. This gives rise to a difference between the amount
recorded as policyholder tax and the amount paid to HMRC as the
tax payable is based on the I-E calculation. This is a permanent
difference arising as a result of the different methodologies and it
is industry practice to recognise this as shareholder profit. ILUK
uses the AMC method of calculating tax relief on policyholder
expenses to determine the release to profit. This release to profit
is taxed as corporate income at the corporate tax rate.
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Notes to the financial statements
continued
For the year ended 30 September 2025
1. Basis of preparation and material
accounting policies
continued
b) Material accounting policies
continued
Investment contracts – investments held for the benefit
of policyholders
continued
2.
Surplus reserves – there is also an annual release of any cash
held in reserves which cannot be refunded back to policyholders,
due to the policyholder moving provider or surrendering their
policy. The surplus released to profit is taxed as corporate income
at the corporate tax rate.
Investment inflows received from policyholders are invested in
funds selected by the policyholders. The resulting liabilities for linked
investment contracts are accounted for under the “fair value through
profit or loss” option, in line with the corresponding assets as permitted
by IFRS 9.
As all investments held for the benefit of policyholders are matched
entirely by corresponding linked liabilities; any gain or loss on assets
recognised through the Consolidated Statement of Comprehensive
Income are offset entirely by the gains and losses on linked liabilities,
which are recognised within the “change in investment contract liabilities”
line. The overall net impact of “change in investment contract liabilities”,
“fee and commission expenses” and “policyholder investment returns”
on profit is therefore £nil.
Policyholder provisions released to shareholder profit are recognised
in the Consolidated Statement of Comprehensive Income within net
gain attributable to policyholders.
Investment contracts are measured at fair value using quoted mid
prices that are available at the reporting date and are traded in active
markets. Where this is not available, valuation techniques are used
to establish the fair value at inception and each reporting date.
The Company’s main valuation techniques incorporate all factors that
market participants would consider and are based on observable
market data. The financial liability is measured both initially and
subsequently at fair value. The fair value of a unit-linked financial
liability is determined using the fair value of the financial assets
Equity dividends paid are recognised in the accounting period
Intangible non-current assets, excluding goodwill, are stated at cost
less accumulated amortisation and comprise intellectual property
software rights. The software rights were amortised over seven years
on a straight line basis, as it was estimated that the software would
be rewritten every seven years, and therefore have a finite useful life.
The software rights are now fully amortised, but due to ongoing
Property, plant and equipment are stated at cost less accumulated
depreciation and accumulated impairment losses. Cost includes
expenditures that are directly attributable to the acquisition of the
asset. Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will
flow to the Group and the cost can be measured reliably. Repairs and
maintenance costs are charged to the Consolidated Statement of
Comprehensive Income during the period in which they are incurred.
as follows:
Asset class | All UK and Isle of Man entities | Australian entity |
Leasehold | Straight line over the | Straight line over |
improvements | life of the lease | 40 years |
Fixtures and fittings | Straight line over | Straight line over |
10 years | 10 years | |
Equipment | Straight line over 3 | Straight line over |
to 10 years | 3 years | |
Motor vehicles | N/A | 25% reducing balance |
Residual values, methods of depreciation and useful lives of
Goodwill represents the excess of the cost of an acquisition over
the fair value of the Group’s share of the identifiable net assets of the
acquired entity at the date of acquisition. Goodwill is recognised as an
asset at cost at the date when control is achieved and is subsequently
measured at cost less any accumulated impairment losses.
Goodwill is allocated to one or more CGUs expected to benefit from
the synergies of the combination, where the CGU represents the
smallest identifiable group of assets that generates cash inflows
that are largely independent of the cash inflows from other assets
or group of assets. Goodwill is reviewed for impairment at least once
annually, and also whenever circumstances or events indicate there
may be uncertainty over this value. The impairment assessment
compares the carrying value of goodwill to the recoverable amount,
which is the higher of value in use and the fair value less costs of
disposal. Any impairment loss is recognised immediately in the
Consolidated Statement of Comprehensive Income and is not
Investments in subsidiaries are recognised by the Company at cost.
The Company assesses at each reporting date, whether there is
an indication that an investment in subsidiaries may be impaired.
The impairment assessment compares the carrying value of the
investment to the recoverable amount, which is the higher of value
in use and the fair value less costs of disposal. Any impairment
loss is recognised immediately in the Consolidated Statement of
Comprehensive Income. When the circumstances that caused the
impairment loss are favourably resolved, the impairment loss is
Intangible assets acquired as part of a business combination
Intangible assets acquired as part of a business combination are
recognised where they are separately identifiable and can be
measured reliably.
Acquired intangible assets consist of contractual customer relationships,
software and brand. These items are capitalised at their fair value, which
are based on either the “relief from royalty” valuation methodology or
the “multi-period excess earnings method”, as appropriate for each
asset. Subsequent to initial recognition, acquired intangible assets are
measured at cost less accumulated amortisation and any recognised
impairment losses.
Amortisation is recognised in the Consolidated Statement of
Comprehensive Income within administration expenses on a straight line
basis over the estimated useful lives of the assets, which are as follows:
Asset class | Useful life |
Customer relationships | 15 years |
Software | 7 years |
Brand | 10 years |
The method of amortisation and useful lives of the assets are
reviewed annually and adjusted if appropriate.
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Annual Report 2025
107
1. Basis of preparation and material
accounting policies
continued
b) Material accounting policies
continued
Property, plant and equipment, right-of-use assets and intangible assets
are tested for impairment when events or changes in circumstances
indicate that the carrying amount may not be recoverable. The
recoverable amount is the higher of an asset’s fair value less costs
of disposal and value in use (being the present value of the expected
future cash flows of the relevant asset).
The Group evaluates impairment losses for potential reversals when
The Group makes defined contributions to the personal pension
schemes of its employees. These are chargeable to Consolidated
Statement of Comprehensive Income in the period in which they
Transactions in foreign currencies are translated into the functional
currency at the exchange rate in effect at the date of the transaction.
Foreign currency monetary assets and liabilities are translated to
sterling at the year-end closing rate. Foreign exchange differences
are presented net in the Consolidated Statement of Comprehensive
Income as foreign exchange gains or losses, and are recorded under
“other costs” within administrative expenses.
The assets and liabilities of foreign operations are translated to
sterling using the year-end closing exchange rate. The revenues and
expenses of foreign operations are retranslated to sterling at rates
approximating the foreign exchange rates ruling at the relevant
month of the transactions. Foreign exchange differences arising on
Current income tax
The taxation charge is based on the taxable result for the year. The
taxable result for the year is determined in accordance with enacted
legislation and taxation authority practice for calculating the amount
of corporation tax payable.
Policyholder tax comprises corporation tax payable at the policyholder
rate on the policyholder share of the taxable result for the year, together
with deferred tax at the policyholder rate on temporary differences
relating to policyholder items.
Current income tax assets and liabilities are measured at the amount
expected to be recovered from or paid to the taxation authorities. The
tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted at the reporting date in countries
where the Group operates and generates taxable income. Management
periodically evaluates positions taken in the tax returns with respect to
situations in which applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.
Deferred tax assets and liabilities are recognised where the carrying
amount of an asset or liability in the Consolidated Statement of
Financial Position differs from its tax base.
The amount of the asset or liability is determined using tax rates that
have been enacted or substantively enacted by the reporting date and
are expected to apply when the deferred tax assets/liabilities are
recovered/settled.
With regard to capital gains tax on policyholders’ future tax obligations,
management has determined that reserves should be held to cover
this, based on a reserve charge rate of 20%. The deferred capital gains
upon which the reserve charges are calculated are reflected in the
closing deferred tax balance.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable
that sufficient tax profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets
are reassessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profits will
allow the deferred tax asset to be recovered.
In assessing the recoverability of deferred tax assets, the Group relies
on the same forecast assumptions used elsewhere in the financial
statements and in other management reports, which, among other
things, reflect the potential impact of climate-related developments
on the business, such as increased cost of production as a result of
measures to reduce carbon emissions.
The Group offsets deferred tax assets and deferred tax liabilities if
and only if it has a legal enforceable right to set off current tax assets
and current tax liabilities and the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxation authority
on either the same taxable entity or different taxable entities which
intend to either settle current tax liabilities and assets on a net basis,
or to realise the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax liabilities or
Policyholder tax
HMRC requires ILUK to charge basic rate income tax on its life
insurance policies (FA 2012, s.102). ILUK collects this tax quarterly,
by charging 20% tax (FY24: 20%) on gains from assets held in the
policies, based on the policyholder’s acquisition costs and market
value at each quarter end. Additional charges are applied on any
increases in the previously charged gain. The charge is adjusted by
the fourth financial year quarter so that the total charge for the year
is based on the gain at the end of the financial year. When assets are
sold at a loss or reduce in market value by the financial year end, a
refund of the charges may be applied. Policyholder tax is recorded
as a tax expense/(tax credit) in the Consolidated Statement of
Comprehensive Income, with a corresponding asset/(liability)
recognised on the Consolidated Statement of Financial Position
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision maker. The
chief operating decision maker is responsible for allocating resources
and assessing performance of the operating segments and has been
Client assets and client monies
IFAL client assets and client monies are not recognised in the Parent
and Consolidated Statements of Financial Position as they are owned
by the clients of IFAL.
Funds held for bonds pending approval
Funds held for bonds pending approval are short-term, non-interest-
bearing, and measured at amortised cost, which is not materially
different from cost and approximates fair value. These funds are
maintained in a designated client account while awaiting approval
prior to issuance.
Right-of-use assets
The Group recognises right-of-use assets on the date the leased
asset is made available for use by the Group. These assets relate
to rental leases for the office of the Group, which have varying terms
clauses and renewal rights. Right-of-use assets are measured at
cost, less any accumulated depreciation and impairment losses,
and adjusted for any re-measurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before the
commencement date.
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Corporate governance
Financial statements
Other information
Notes to the financial statements
continued
For the year ended 30 September 2025
1. Basis of preparation and material
accounting policies
continued
b) Material accounting policies
continued
Lease assets and lease liabilities
continued
Right-of-use assets
continued
Depreciation is applied in accordance with IAS 16 Property, Plant and
Equipment. Right-of-use assets are depreciated over the lease term.
See notes 13 and 14.
Lease liabilities
The Group measures lease liabilities in line with IFRS 16 on the
Consolidated Statement of Financial Position as the present value of
all future lease payments, discounted using an incremental borrowing
rate at the date of commencement. After the commencement date,
the amount of lease liabilities is increased to reflect the addition of
interest and reduced for the lease payments made. The Group’s
incremental borrowing rate is the rate at which a similar borrowing
could be obtained from an independent creditor under comparable
Cash and cash equivalents comprise cash balances from instant
access and notice accounts, call deposits, and other short-term
deposits with an original maturity of three months or less. The
carrying amount of these assets approximates to their fair value.
Money Market Funds (MMFs) are classified as cash and cash
equivalents and measured at fair value through profit or loss. These
MMFs are held primarily to provide liquidity and generate short-term
returns on cash holdings, while maintaining a low risk of changes in
value, rather than holding them to collect contractual cash flows.
Consequently, these financial assets are recognised initially at fair
value, and any subsequent changes in their fair value are recognised
directly in the Statement of Comprehensive Income.
Cash and cash equivalents held for the benefit of the policyholders
are held to cover the liabilities for unit-linked investment contracts.
becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the rights to receive cash
flows from the assets have expired or have been transferred and the
Group has transferred substantially all risks and rewards of ownership.
Financial liabilities are derecognised when the obligation specified in
At initial recognition, the Group classifies its financial instruments
in the following categories, based on the business model in which
the assets are managed and their cash flow characteristics:
This category includes financial assets and liabilities acquired principally
for the purpose of selling or repurchasing in the short term,
comprising of listed shares and securities.
Financial instruments in this category are recognised on the trade
date, and subsequently measured at fair value. Purchases and sales
of securities are recognised on the trade date. Transaction costs are
expensed in the Consolidated Statement of Comprehensive Income.
Gains and losses arising from changes in fair value are presented in
the Consolidated Statement of Comprehensive Income within in the
period in which they arise; for policyholder assets this is within
“policyholder investment returns”. Financial assets and liabilities at
fair value through profit or loss are classified as current except for
the portion expected to be realised or paid beyond 12 months of
the Consolidated Statement of Financial Position date, which are
These assets comprised of accrued income, trade and other
receivables, investments in gilts and cash and cash equivalents
excluding money market funds. These are included in current assets due
to their short-term nature, except for the loan which is included in
non-current assets.
Financial assets are measured at amortised cost when they are held
within the business model whose objective is to hold assets to collect
contractual cash flows and their contractual cash flows represent
solely payments of principal and interest.
The carrying value of assets held at amortised cost are adjusted
Financial liabilities at amortised cost comprise trade and other
payables and loans payable. These are initially recognised at fair value.
Subsequent measurement is at amortised cost using the effective
interest method. Trade and other payables are classified as current
liabilities due to their short-term nature. The loan is split between
ECLs are required to be measured through a loss allowance at
an amount equal to:
l
the 12-month ECLs (ECLs from possible default events within
12 months after the reporting date); or
l
full lifetime ECLs (ECLs from all possible default events over the life
of the financial instrument).
A loss allowance for full lifetime ECLs is required for a financial
instrument if the credit risk of that financial instrument has increased
significantly since initial recognition, as well as to contract assets or
trade receivables, where the simplified approach is applied to assets
that do not contain a significant financing component.
For all other financial instruments, ECLs are measured at an amount
equal to the 12-month ECLs.
Impairment losses on financial assets carried at amortised cost are
Provisions are recognised when the Group has a present obligation
(legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be
made of the amount of the obligation.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is
recognised as a finance cost.
The ILUK policyholder reserves, which are part of the provisions
balance, arises from tax reserve charges collected from life insurance
policyholders, which are held to cover possible future tax liabilities. If
no tax liability arises the charges are refunded to policyholders, where
possible. As these liabilities are of uncertain timing or amounts, they
are recognised as provisions on the Consolidated Statement of
Financial Position.
whereas balances due to policyholders are considered under IAS 37
Equity-settled share-based payment awards granted to employees
are measured at fair value at the date of grant. The awards are
recognised as an expense, with a corresponding increase in equity,
spread over the vesting period of the awards, which accords with
the period for which related services are provided.
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IntegraFin
Annual Report 2025
109
1. Basis of preparation and material
accounting policies
continued
b) Material accounting policies
continued
Share-based payments
continued
The total amount expensed is determined by reference to the fair
value of the awards as follows:
(i) SIP shares
The fair value is the market price on the grant date. There are no vesting
conditions, as the employees receive the shares immediately upon grant.
(ii) Deferred bonus Share Option Plan
The fair value of share options is determined by applying a valuation
technique, usually an option pricing model, such as Black Scholes.
This takes into account factors such as the exercise price, the share
price, volatility, interest rates and dividends.
At each reporting date, the estimate of the number of share options
expected to vest based on the non-market vesting conditions is assessed.
Any change to original estimates is recognised in the Consolidated
Statement of Comprehensive Income, with a corresponding adjustment
to the share-based payment reserve in the Consolidated Statement
of Financial Position.
iii) Combined Incentive Plan (CIP)
The Group operates a CIP under which conditional awards are granted
to selected employees. Awards are structured in tiers and may be
settled in cash or equity, subject to performance conditions and
deferral or holding periods.
Cash awards are accounted for in accordance with IAS 19 Employee
Benefits whereas the share awards are accounted for in accordance
with IFRS 2 Share-based Payment. The fair value of the equity awards
is determined at the grant date and recognised as an expense over
the vesting period, with a corresponding increase in equity.
Performance conditions are non-market based and are considered in
estimating the number of awards expected to vest.
Where awards are settled in cash, a liability is recognised and
remeasured at each reporting date until settlement. Equity-settled
and judgements
The preparation of the Group’s consolidated financial statements
requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and
liabilities, and the accompanying disclosures, and the disclosure of
contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment
to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Group’s accounting policies, management
has made the following judgements, which have the most significant
effect on the amounts recognised in the consolidated financial statements:
ILUK tax provision (Group)
The assessment to recognise the tax provision comes from an
evaluation of the likelihood of a constructive or legal obligation and
whether that obligation can be estimated reliably. The provision
required has been calculated based on an estimation of tax payable
to HMRC and refunds payable back to policyholders. While the
estimates are not considered to be significant, as they are based
on reliable data, the decision to treat the full balance of the reserves
as a provision on the statement of financial position is considered
a significant judgement.
Estimates
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, and which have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are
described below. The Group based its estimates on parameters
available when the consolidated financial statements were prepared.
Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances
arising that are beyond the control of the Group. Such changes are
reflected in the assumptions when they occur.
Goodwill (Group) and investments in subsidiaries (IHP Company)
Impairment exists when the carrying value of an asset or cash
generating unit exceeds its recoverable amount, which is the higher
of its fair value less costs of disposal and its value in use. The value
in use calculation is based on a discounted cash flow (DCF) model.
The cash flows are derived from the budget for the next five years,
and extrapolated beyond that based on the long-term growth rate.
The recoverable amount is sensitive to the discount rate and
long-term growth rate used in the DCF model as well as the expected
future cash inflows and outflows. The key assumptions used to
determine the recoverable amount for the different CGUs, including
a sensitivity analysis, are disclosed and further explained in notes 12
(i) Principal financial instruments
The principal financial instruments, from which financial instrument
risk arises, are as follows:
l
Trade and other receivables.
l
Accrued income.
l
Investments – gilts.
l
Investments – listed shares and securities.
l
Trade and other payables.
l
Funds held for bonds pending approval.
l
Loans receivable.
l
Policyholder balances of investments and cash.
l
Liabilities for linked investments contracts.
l
Cash and cash equivalents – instant access and notice accounts.
l
Cash and cash equivalents – money market funds.
amortised cost
Financial assets and liabilities have been classified into categories
that determine their basis of measurement. For items measured at
fair value, their changes in fair value are recognised in the
Consolidated Statement of Comprehensive Income.
The following tables show the carrying values of assets and liabilities
for each of these categories for the Group:
110
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Financial statements
Other information
Notes to the financial statements
continued
For the year ended 30 September 2025
3. Financial instruments
continued
(ii) Financial instruments measured at fair value and amortised cost
continued
Financial assets:
Fair value through profit or loss | Amortised cost | |||
2025 | 2024 | 2025 | 2024 | |
£m | £m | £m | £m | |
Cash and cash equivalents – instant access and notice accounts | — | — | 196.5 | 244.1 |
Cash and cash equivalents – money market funds | 47.4 | — | — | — |
Cash held for the benefit of policyholders | — | — | 1,895.0 | 1,622.8 |
Investments – listed shares and securities | 0.1 | 0.1 | — | — |
Investments – gilts - current | — | — | 24.4 | 2.5 |
Investments – gilts - non-current | — | — | 2.5 | — |
Loans receivable | — | — | 5.9 | 6.5 |
Accrued income | — | — | 15.0 | 14.2 |
Trade and other receivables | — | — | 2.0 | 2.9 |
Investments held for the policyholders | 31,849.9 | 27,237.8 | — | — |
Total financial assets | 31,897.4 | 27,237.9 | 2,141.3 | 1,893.0 |
2025 | 2024 | |
Assets which are not financial instruments | £m | £m |
Prepayments | 5.2 | 4.6 |
Current tax asset | 0.1 | 1.6 |
5.3 | 6.2 |
Financial liabilities:
Fair value through profit or loss | Amortised cost | |||
2025 | 2024 | 2025 | 2024 | |
£m | £m | £m | £m | |
Trade payables | — | — | 1.4 | 1.1 |
Lease liabilities | — | — | 13.0 | 2.9 |
Other payables | — | — | 1.3 | 0.8 |
Funds held for bonds pending approval | — | — | 7.0 | 6.5 |
Liabilities for linked investments contracts | 31,849.9 | 27,237.8 | 1,895.0 | 1,622.8 |
Total financial liabilities | 31,849.9 | 27,237.8 | 1,917.7 | 1,634.1 |
2025 | 2024 | |
Liabilities which are not financial instruments | £m | £m |
Accruals and deferred income | 11.0 | 8.8 |
PAYE and other taxation | 2.9 | 2.1 |
Other payables – due to HMRC | 1.9 | 0.9 |
Deferred consideration | — | 1.5 |
15.8 | 13.3 |
The following tables show the carrying values of assets and liabilities for each of these categories for the Company:
Financial assets:
Fair value through profit or loss | Amortised cost | |||
2025 | 2024 | 2025 | 2024 | |
£m | £m | £m | £m | |
Cash and cash equivalents – instant access and notice accounts | — | — | 16.4 | 27.8 |
Cash and cash equivalents – money market funds | 5.0 | — | — | — |
Trade and other receivables | — | — | 0.3 | 0.1 |
Loans receivable | — | — | 5.9 | 6.5 |
Total financial assets | 5.0 | — | 22.6 | 34.4 |
2025 | 2024 | |
Assets which are not financial instruments | £m | £m |
Prepayments | 0.1 | — |
0.1 | — |
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Other information
IntegraFin
Annual Report 2025
111
3. Financial instruments
(ii) Financial instruments measured at fair value and amortised cost
continued
Financial liabilities:
Fair value through profit or loss | Amortised cost | |||
2025 | 2024 | 2025 | 2024 | |
£m | £m | £m | £m | |
Trade payables | — | — | 0.2 | — |
Other payables | — | — | 0.7 | 0.6 |
Loans payable | — | — | 5.0 | 6.0 |
Due to Group undertakings | — | — | 0.2 | 0.2 |
Total financial liabilities | — | — | 6.1 | 6.8 |
Liabilities which are not financial instruments
2025 | 2024 | |
£m | £m | |
Accruals and deferred income | 0.6 | 0.7 |
PAYE and other taxation | 0.1 | — |
Deferred consideration | — | 1.5 |
0.7 | 2.2 |
(iii) Financial instruments not measured at fair value
Financial instruments not measured at fair value include cash and cash equivalents (excluding money market funds), cash held for policyholders,
accrued income, investments held in gilts, loans, trade and other receivables and trade and other payables. Due to their short-term nature and/or
ECLs recognised, the carrying value of these financial instruments approximates their fair value.
The table below classifies financial instruments that are recognised on the Consolidated Statement of Financial Position at fair value
in a hierarchy that is based on significance of the inputs used in making the measurements.
The levels of hierarchy are disclosed below:
l
Level 1: quoted prices (unadjusted) in active markets for identical instruments;
l
Level 2: instruments which are not actively traded but provide regular observable prices; and
l
Level 3: inputs that are based on Level 1 or Level 2 data, but for which the last known price is over a year old (unobservable inputs).
The following table shows the Group’s financial instruments measured at fair value and split into the three levels:
Level 1 | Level 2 | Level 3 | Total | |
2025 | £m | £m | £m | £m |
Assets | ||||
Term deposits | 158.7 | — | — | 158.7 |
Investments and securities | 1,090.8 | 207.2 | 0.4 | 1,298.4 |
Bonds and other fixed-income securities | 26.4 | 0.1 | — | 26.5 |
Holdings in collective investment schemes | 30,322.0 | 43.0 | 1.3 | 30,366.3 |
Investments held for the benefit of policyholders | 31,597.9 | 250.3 | 1.7 | 31,849.9 |
Cash and cash equivalents – money market funds | 47.4 | — | — | 47.4 |
Investments – listed shares and securities | 0.1 | — | — | 0.1 |
Total | 31,645.4 | 250.3 | 1.7 | 31,897.4 |
Liabilities | ||||
Liabilities for linked investments contracts | 31,597.9 | 250.3 | 1.7 | 31,849.9 |
Total | 31,597.9 | 250.3 | 1.7 | 31,849.9 |
Level 1 | Level 2 | Level 3 | Total | |
2024 | £m | £m | £m | £m |
Assets | ||||
Term deposits | 221.3 | — | — | 221.3 |
Investments and securities | 944.3 | 137.5 | 0.4 | 1,082.2 |
Bonds and other fixed-income securities | 26.1 | 0.3 | — | 26.4 |
Holdings in collective investment schemes | 25,802.0 | 104.6 | 1.3 | 25,907.9 |
Investments held for the benefit of policyholders | 26,993.7 | 242.4 | 1.7 | 27,237.8 |
Investments – listed shares and securities | 0.1 | — | — | 0.1 |
Total | 26,993.8 | 242.4 | 1.7 | 27,237.9 |
Liabilities | ||||
Liabilities for linked investments contracts | 26,993.7 | 242.4 | 1.7 | 27,237.8 |
Total | 26,993.7 | 242.4 | 1.7 | 27,237.8 |
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Other information
Notes to the financial statements
continued
For the year ended 30 September 2025
3. Financial instruments
continued
(iv) Financial instruments measured at fair value – fair value hierarchy (FVH)
continued
Level 1 valuation methodology
Financial instruments included in Level 1 are measured at fair value using quoted mid prices that are available at the reporting date and are traded
in active markets. These are mainly open-ended investment companies (OEICs), unit trusts, investment trusts and exchange traded funds.
The price is sourced from our third-party provider, which sources this directly from the stock exchange or obtains the price directly from the
fund manager.
Level 2 valuation methodology
Financial instruments included in Level 2 are measured at fair value using observable mid prices traded in markets that have been assessed
as not active but which provide regular observable prices. These are mainly structured products and OEICs.
The price is sourced from the structured product provider or from our third-party provider, which obtains the price directly from the fund manager.
Level 3 valuation methodology
Financial instruments included in Level 3 are measured at fair value using the last known price and for which the price is over a year old.
These are mainly OEICs and unit trusts. These instruments have unobservable inputs as the current observable market information is no
longer available. Where these instruments arise management will value them based on the last known observable market price or other
relevant information, including consideration of the length of time elapsed since the last observable market price. These factors may result
in the last known price being adjusted by management, where it is considered prudent to do so.
The prices are sourced as noted in Level 1 and Level 2 above.
For the purposes of identifying Level 3 instruments, unobservable inputs means that current observable market information is no longer
available. Where these instruments arise management will value them based on the last known observable market price or other relevant
information. No other valuation techniques are applied.
Level 3 sensitivity to changes in unobservable measurements
For financial instruments assessed as Level 3, based on its review of the prices used, the Group believes that any change to the unobservable
inputs used to measure fair value would not result in a significantly higher or lower fair value measurement at year end, and therefore would
not have a material impact on its reported results.
Review of prices
As part of its pricing process, the Group regularly reviews whether each instrument can be valued using a quoted price and if it trades
on an active market, based on available market data and the specific circumstances of each market and instrument.
The Group regularly assesses instruments to ensure they are categorised correctly, and FVH levels adjusted accordingly. The Group monitors
situations that may impact liquidity such as suspensions and liquidations while also actively collecting observable market prices from relevant
exchanges and asset managers. Should an instrument price become observable following the resumption of trading the FVH level will be
updated to reflect this.
Transfers between levels
The Group’s policy is to assess each financial instrument it holds at the current financial year end, based on the last known price and market
information, and assign it to a level.
The Group recognises transfers between levels of the FVH at the end of the reporting period in which the changes have occurred.
Changes occur due to the availability (or lack thereof) of quoted prices and whether a market is now active or not.
Transfers between levels between 1 October 2024 and 30 September 2025 are presented in the table below at their valuation at 30 September 2025:
2025 | 2024 | ||
Transfers from | Transfers to | £m | £m |
Level 1 | Level 2 | 58.9 | 2.8 |
Level 2 | Level 1 | 60.6 | 58.3 |
Level 3 | Level 1 | — | 0.2 |
Level 3 | Level 2 | 0.2 | 0.4 |
Level 2 | Level 3 | 0.4 | 0.3 |
Level 1 | Level 3 | — | — |
The reconciliation between opening and closing balances of Level 3 assets and liabilities are presented in the table below:
2025 | 2024 | |
£m | £m | |
Opening balance as at 1 October 2024/2025 | 1.7 | 2.2 |
Unrealised (losses)/gains in the year ended 30 September 2025 | (0.1) | 0.1 |
Transfers in to Level 3 at 30 September 2025 valuation | 0.4 | 0.3 |
Transfers out of Level 3 at 30 September 2025 valuation | (0.2) | (0.9) |
Purchases, sales, issues and settlement | (0.1) | — |
Closing balance as at 30 September 2024/2025 | 1.7 | 1.7 |
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3. Financial instruments
continued
The regulated companies in the Group are subject to capital requirements imposed by the relevant regulators as detailed below:
Legal entity | Regulatory regime |
IFAL | Investment Firms Prudential Regime (IFPR) |
ILUK | UK Solvency II |
ILInt | Isle of Man risk-based capital regime |
Group capital requirements for 2025 are driven by the regulated entities, whose capital resources and requirements detailed below:
IFAL 30 September | ILUK 30 September | ILInt 30 September | ||||
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
£m | £m | £m | £m | £m | £m | |
Capital resource | 90.1 | 74.8 | 326.4 | 313.1 | 54.6 | 49.0 |
Capital requirement | 70.5 | 60.4 | 244.8 | 229.5 | 32.5 | 26.4 |
Coverage ratio | 128% | 124% | 133% | 136% | 168% | 186% |
The Group’s policy for managing capital is to ensure each regulated entity maintains capital well above the minimum regulatory requirement
plus any additional capital requirement imposed by the regulator as a result of its supervisory review and evaluation processes. Further
This note supplements the details provided in the Risk Management section of this report on pages 46 and 47.
Risk assessment
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 management function.
Risk assessment is the determination of quantitative values and/or qualitative judgements of risk related to a concrete situation and a
recognised threat. Quantitative risk assessment requires calculations of two components of risk, the magnitude of the potential impact, and the
likelihood that the risk materialises. Qualitative aspects of risk, despite being more difficult to express quantitatively, are also taken into account
in order to fully evaluate the impact of the risk on the organisation.
Market risk is the risk of loss arising either directly or indirectly from fluctuations in the level and in the volatility of market prices of assets,
liabilities and other financial instruments.
(a) Price risk
Market price risk from reduced income
The Company’s dividend income from its regulated subsidiaries, IFAL, ILUK and ILInt, is exposed to market risk. The Group’s main source of
income is derived from annual charges, which are linked to the value of the clients’ portfolios, which are in turn determined by the market prices
of the underlying assets. The Group’s revenue is therefore affected by the value of assets on the platform, and consequently it has exposure to
equity market levels and economic conditions.
The Group mitigates the second order market price risk by applying fixed charges per tax wrapper in addition to income derived from the charges
based on clients’ linked portfolio values. These are recorded in note 5 as recurring wrapper charges and recurring annual charges respectively.
This approach of fixed and variable charging offers an element of diversification to its income stream. The risk of stock market volatility, and the
impact on revenue, is also mitigated through a wide asset offering which ensures the Group is not wholly correlated with one market, and which
enables clients to switch assets, including into cash on the platform, in times of uncertainty.
Sensitivity testing has been performed to assess the impact of market movements on the Group’s profit after tax and equity for the year.
The sensitivity is applied as an instantaneous shock at the start of the year and shows the impact of a 10% change in values across all assets
held on the platform.
Impact on profit and equity for the year | ||
2025 | 2024 | |
£m | £m | |
10% increase in asset values | 7.2 | 8.7 |
10% decrease in asset values | (7.2) | (8.7) |
Market risk from direct asset holdings
The Group and the Company have limited exposure to primary market risk as capital is invested in high-quality, highly liquid, short-dated investments.
Market risk from unit-linked assets
The Group and the Company have limited exposure to primary market risk from the value of unit-linked assets as fluctuations are borne
by the policyholders.
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Notes to the financial statements
continued
For the year ended 30 September 2025
4. Risk and risk management
continued
Risk assessment
continued
(1) Market risk
continued
(b) Interest rate risk
The Group receives interest on its cash and cash equivalents
of £243.9 million (FY24: 244.1 million), on its loans of £5.9 million
(FY24: £6.5 million) and on financial investments of £27.0 million
(FY24: £2.6 million). The Group mitigates interest rate risk by
diversifying its investments into UK government gilts, which have
a fixed rate of interest.
Sensitivity testing has been performed to assess the impact of a 1%
change in interest rates. This would be expected to increase/decrease
interest received on cash and cash equivalents by £2.4 million
(FY24: £1.7 million) and on loans by £0.1 million (FY24: £0.1 million),
which would increase/decrease profit after tax and equity by
£1.9 million (FY24: £1.4 million).
The Group is not directly exposed to significant currency risk; however,
it is exposed to currency risk which arises on the platform software
maintenance and support fees charged by IAD Pty, which are charged
in Australian dollars. The total amount of software maintenance and
support fees in FY25 amounted to £8.7 million (FY24: £8.3 million).
Sensitivity testing has been performed to assess the impact of a 10%
change in the GBP to AUD exchange rate. This would be expected to
cause an increase/decrease of £0.9 million (FY24: £0.8 million) on
the software maintenance and support fees.
The table below shows a breakdown of the material foreign currency
exposures for the unit-linked policies within the Group:
2025 | 2025 | 2024 | 2024 | |
Currency | £m | % | £m | % |
GBP | 33,516.3 | 99.3 | 28,678.4 | 99.4 |
USD | 189.2 | 0.6 | 147.0 | 0.5 |
EUR | 21.2 | 0.1 | 21.9 | 0.1 |
Others | 18.2 | — | 13.3 | — |
Total | 33,744.9 | 100.0 | 28,860.6 | 100.0 |
99.3% of investments and cash held for the benefit of policyholders
are denominated in GBP, its base currency. Remaining currency
holdings greater than 0.1% of the total are shown separately in the
table. However, it is recognised that the majority of investments held
for the benefit of policyholders are in collective investment schemes
and some of their underlying assets are denominated in currencies
other than GBP, which increases the FUD currency risk exposure.
A significant rise or fall in sterling exchange rates would not have
a significant first order impact on the Group’s results since any
adverse or favourable movement in policyholder assets is entirely
Credit risk is the risk that the Group or Company is exposed to a loss if
another party fails to meet its financial obligations. For the Company,
the exposure to counterparty default risk arises primarily from loans
directly held by the Company and cash and cash equivalents, while
for the Group this risk also arises from accrued income, investments,
loans receivables and trade and other receivables.
Assets held at amortised cost
(a) Accrued income
This comprises fees owed by clients. These are held at amortised
cost, less ECLs.
Under IFRS 9, a forward-looking approach is required to assess ECLs,
so that losses are recognised before the occurrence of any credit
event. The Group estimates that pending fees three months or more
past due are unlikely to be collected and are written off. Based on
management’s experience, pending fees one or two months past due
are generally expected to be collected, but consideration is also given
to potential losses on these fees. Historical loss rates have been used
to estimate expected future losses, while consideration is also given
to underlying economic conditions, in order to ensure that expected
losses are recognised on a forward-looking basis. In FY25 the ECLs
in relation to this were immaterial.
Details of the ECLs recognised in relation to accrued income can be
seen in note 22.
(b) Loans
Loans subject to the 12-month ECL are £5.9 million (FY24: £6.5 million).
While there remains a level of economic uncertainty in the current
climate, leading to potentially higher credit risk, there is not considered
to be a significant increase in credit risk, as all of the loans are currently
performing to schedule, and there are no significant concerns regarding
the borrowers. There is therefore no need to move from the 12-month
ECL model to the lifetime ECL model. Expected losses are recognised
on a forward-looking basis, which has led to no ECLs being recognised.
In addition to the above, the Company has committed a further
£5.3 million (FY24: £5.0 million) in undrawn loans.
Details of the ECLs recognised in relation to loans can be seen
in note 16. No ECLs have been recognised on the undrawn loan
commitments, as any ECLs would not be considered to be material.
(c) Cash and cash equivalents
The Group has a low risk appetite for credit risk, which is mainly
limited to exposures to credit institutions for its bank deposits.
A range of major regulated UK high street banks is used. A rigorous
annual due diligence exercise is undertaken to assess the financial
strength of these banks, with those used having a minimum credit
quality step of 3, which is a minimum Fitch rating of BBB-, Moody’s
Baa3 and S&P BBB-.
The Group’s investments in MMFs are considered to have very
low exposure to credit risk, as they invest exclusively in short-term,
high-quality instruments, such as government securities, treasury
bills and highly rated commercial paper. The MMFs used by the
Group are managed by reputable institutions and are subject to strict
investment guidelines that prioritise capital preservation and liquidity.
As such, the credit risk associated with these investments is minimal.
In order to actively manage the credit and concentration risks, the
board approved risk appetite limits for the regulated entities of the
amount of corporate and client cash that can be deposited with any
one bank, which is represented by a set percentage of the respective
bank’s total customer deposits. Monthly monitoring of these positions,
along with movements in credit ratings, is undertaken, with reports
presented to the directors for review.
Collectively, these measures ensure that the Group diligently manages
the exposures and provides the mitigation scope to be able to manage
credit and concentration exposures on behalf of itself and its customers.
Counterparty default risk exposure to loans
The Company has loans of £5.9 million (FY24: £6.5 million).
There are no other loans held by the Group.
Counterparty default risk exposure to Group companies
As well as inconvenience and operational issues arising from the
failure of the other Group companies, there is also a risk of a loss
of assets. The Company is due £64k (FY24: £109k) from other
Group companies.
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115
4. Risk and risk management
continued
Risk assessment
continued
(2) Credit (counterparty default) risk
continued
Counterparty default risk exposure to other receivables
The Company has no other receivables arising, due to the nature
of its business, and the structure of the Group.
Across the Group, there is exposure to counterparty default risk
arising primarily from:
l
investments held directly by the Group;
l
exposure to clients; and
l
exposure to other receivables.
The other exposures to counterparty default risk include a credit
default event which affects assets held on behalf of clients and
occurs at one or more of the following entities:
l
a bank where cash is held on behalf of clients;
l
a custodian where the assets are held on behalf of clients; and
l
Transact Nominees Limited, which is a Group entity and the legal
owner of the assets held on behalf of clients.
There is no first order impact on the Group from one of the events
in the preceding paragraph. This is because any credit default event
in respect of these holdings will be borne by clients, both in terms of
loss of value and loss of liquidity. Terms and conditions have been
reviewed by external lawyers to ensure that these have been drafted
appropriately. However, there is a second order impact whereby future
revenues for the Group are reduced in the event of a credit default
which affects the value of FUD.
There are robust controls in place to mitigate credit risk; for example,
holding corporate and client cash across a range of banks in order
to minimise the risk of a single point of counterparty default failure.
Additionally, maximum counterparty limits and minimum credit
quality steps are set for banks.
Cash and cash equivalents and investments are classed as stage 1
on the ECL model (meaning that they are not credit impaired on initial
recognition and have not experienced a significant increase in credit
risk since initial recognition) with no material ECL provision held.
This is also the case for the investments in gilts, reflecting the very
low credit risk associated with gilts, which are backed by the UK government.
Assets and funds held on behalf of clients
There is no significant risk exposure to any one UK clearing bank.
Counterparty default risk exposure to clients
The Group is due £15.0 million (FY24: £14.2 million) from fee income
owed by clients.
Impact of credit risk on fair value
Due to the limited direct exposure that the Group and the Company
have to credit risk, credit risk does not have a material impact on the
fair value movement of financial instruments for the year under
review. The fair value movements on these instruments are
Liquidity risk is the risk that funds are not accessible such that the
Company, although solvent, does not have sufficient liquid financial
resources to meet obligations as they fall due, or can secure such
resources only at excessive cost.
As a holding company, the Company’s main liquidity risk is related to
payment of shareholder dividends and operating expenses it may
incur. Additionally, as noted in the loans section above, the Company
has made short-term commitments, in the form of a capped facility
arrangement to Vertus Capital SPV1 Limited (‘Vertus’) (as one of Vertus’
sources of funding), to assist Vertus in developing its business, which
is to provide tailored niche debt facilities to adviser firms to fund
acquisitions, management buyouts and other similar transactions.
Across the Group, the following key drivers of liquidity risk have been
identified as:
l
failure of one or more of the banks that holds funds for the Group;
l
bank system failure which prevents access to Group funds;
l
clients holding insufficient cash to settle fees when they become
due; and
l
expenses rising faster than anticipated or from one-off “shocks”
such as fines or client compensation.
The Group’s liquidity risk arises from a lack of readily realisable cash
to meet debts as they become due. This takes a number of forms –
clients’ liabilities coming due or other liabilities (e.g. expenses)
coming due.
The first of these, clients’ liabilities, is primarily covered through
the terms and conditions with clients taking their own liquidity risk,
if their assets cannot be immediately surrendered for cash.
Payment of other liabilities depends on the Group having sufficient
liquidity at all times to meet obligations as they fall due. This requires
access to liquid funds, i.e. working banks and custodians of cash
equivalents, and it also requires that the Group’s main source of
liquidity, charges on its clients’ assets, can be converted into cash.
The payment of loan obligations is covered by the upward dividends
from subsidiary entities which were assessed against the financial
plans and capital projections of the regulated entities to ensure the
level of affordability of the future dividends.
The Group has set out two key liquidity requirements: first, to ensure
that clients maintain a percentage of liquidity in their portfolios at all
times in order to have sufficient funds to pay charges relating to their
wrappers; and second, to maintain access to corporate cash and cash
equivalents through a spread of liquidity holdings in bank accounts,
MMFs and gifts to reduce the exposure to any one counterparty.
There are robust controls in place to mitigate liquidity risk; for example,
through regular monitoring of expenditure, closely managing expenses
in line with the business plan, and, in the case of the Vertus facility,
capping the value of loans. Additionally, the Group holds corporate
liquidity and client cash across a range of banks and other counterparties
in order to mitigate the liquidity impact of a counterparty default failure.
Maturity schedule
The following tables show an analysis of the financial assets
and financial liabilities by remaining expected maturities as at
30 September 2025 and 30 September 2024. All financial liabilities
are undiscounted.
In addition to the financial assets and financial liabilities shown
in the tables below, the Company committed a further £5.3 million
(FY24: £5.0 million) in undrawn loans. These are available to be
drawn down immediately.
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Notes to the financial statements
continued
For the year ended 30 September 2025
4. Risk and risk management
continued
Risk assessment
continued
(3) Liquidity risk
continued
Financial assets:
Up to 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
2025 | £m | £m | £m | £m | £m |
Investments held for the policyholders | 31,726.1 | 111.2 | 10.5 | 2.1 | 31,849.9 |
Investments | 15.4 | 9.1 | 2.5 | — | 27.0 |
Accrued income | 15.0 | — | — | — | 15.0 |
Trade and other receivables | 2.0 | — | — | — | 2.0 |
Loans | — | — | 5.9 | — | 5.9 |
Cash and cash equivalents | 243.9 | — | — | — | 243.9 |
Cash held for the benefit of policyholders | 1,895.0 | — | — | — | 1,895.0 |
Total | 33,897.4 | 120.3 | 18.9 | 2.1 | 34,038.7 |
Up to 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
2024 | £m | £m | £m | £m | £m |
Investments held for the policyholders | 27,237.8 | — | — | — | 27,237.8 |
Investments | — | — | 2.6 | — | 2.6 |
Accrued income | 14.2 | — | — | — | 14.2 |
Trade and other receivables | 2.9 | — | — | — | 2.9 |
Loans | — | — | 6.5 | — | 6.5 |
Cash and cash equivalents | 244.1 | — | — | — | 244.1 |
Cash held for the benefit of policyholders | 1,622.8 | — | — | — | 1,622.8 |
Total | 29,121.8 | — | 9.1 | — | 29,130.9 |
Financial liabilities:
Up to 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
2025 | £m | £m | £m | £m | £m |
Liabilities for linked investment contracts | 33,621.1 | 111.2 | 10.5 | 2.1 | 33,744.9 |
Trade and other payables | 9.7 | — | — | — | 9.7 |
Lease liabilities | 0.1 | 0.8 | 23.3 | — | 24.2 |
Total | 33,630.9 | 112.0 | 33.8 | 2.1 | 33,778.8 |
Up to 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
2024 | £m | £m | £m | £m | £m |
Liabilities for linked investment contracts | 28,860.6 | — | — | — | 28,860.6 |
Trade and other payables | 8.5 | — | — | — | 8.5 |
Lease liabilities | 1.2 | 1.4 | 0.5 | — | 3.1 |
Total | 28,870.3 | 1.4 | 0.5 | — | 28,872.2 |
(4) Outflow risk
Outflows occur when funds are withdrawn from the platform for any reason. Outflows typically occur where clients’ circumstances and
requirements change. However, these outflows can also be triggered by operational failure, changes to the competitive and industry landscape
or external events such as regulatory or economic changes.
Outflow risk is mitigated by focusing on providing exceptionally high levels of service. Outflow rates are closely monitored and unexpected
The Group has the following categories of revenue:
l
Recurring annual charges
– based on a fixed percentage applied to the value of the client’s portfolio each month.
l
Recurring wrapper charges
– based on a fixed quarterly charge per wrapper.
l
Other income
– dealing charges are charged based on a fixed fee for each type of transaction. Buy commissions were discontinued
on 1 March 2024.
l
Adviser back-office technology
– licence income based on a fixed monthly charge per number of users. Consultancy income is charged
based on the services provided.
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117
5. Disaggregation of revenue
continued
For the financial year ended 30 September | ||
2025 | 2024 | |
£m | £m | |
Recurring annual charges | 138.1 | 126.1 |
Recurring wrapper charges | 12.5 | 12.8 |
Other income | 1.2 | 1.1 |
Adviser back-office technology | 5.0 | 4.9 |
Total revenue | 156.8 | 144.9 |
The revenue and PBT are attributable to activities carried out in the UK and the Isle of Man.
The Group has three classes of business, which have been organised primarily based on the products they offer, as detailed below:
l
Investment administration services
– this relates to services performed by IFAL, which is the provider of the Transact wrap service. It is the
provider of the general investment account (GIA), a self-invested personal pension (SIPP) operator, an ISA manager and the custodian for all
assets held on the platform (except for those held by third-party custodians).
l
Insurance and life assurance business
– this relates to ILUK and ILInt, insurance companies which provide the Transact Personal Pension,
Executive Pension, Section 32 Buyout Bond, and the Transact Onshore and Offshore Bonds on the Transact platform.
l
Adviser back-office technology
– this relates to T4A, provider of financial planning technology to adviser and wealth management firms via
the CURO adviser support system.
The summation of the investment administration services and insurance and life assurance business constitutes the “Platform”.
Other Group entities relate to the rest of the Group, and provide services to support the Group’s core operating segments.
Analysis by class of business is given below.
Consolidated Statement of Comprehensive Income – segmental information for the year ended 30 September 2025:
Insurance | ||||||
Investment | and life | Adviser | Other | |||
administration | assurance | back-office | Group | Consolidation | ||
services | business | technology | entities | adjustments | Total | |
£m | £m | £m | £m | £m | £m | |
Revenue | ||||||
Recurring annual charges | 73.4 | 64.7 | — | — | — | 138.1 |
Recurring wrapper charges | 3.0 | 9.5 | — | — | — | 12.5 |
Adviser back-office technology | — | — | 5.0 | — | — | 5.0 |
Other income | 0.9 | 0.3 | — | 94.5 | (94.5) | 1.2 |
Total revenue | 77.3 | 74.5 | 5.0 | 94.5 | (94.5) | 156.8 |
Cost of sales | (1.5) | (1.1) | (0.8) | — | — | (3.4) |
Gross profit/(loss) | 75.8 | 73.4 | 4.2 | 94.5 | (94.5) | 153.4 |
Administrative expenses | (49.5) | (36.2) | (4.6) | (103.0) | 93.1 | (100.2) |
Operating profit/(loss) | 26.3 | 37.2 | (0.4) | (8.5) | (1.4) | 53.2 |
Interest income using the effective | ||||||
interest method | 3.5 | 5.4 | — | 1.8 | (0.5) | 10.2 |
Other interest and similar income | 0.3 | 0.4 | — | — | — | 0.7 |
Interest expense | — | (0.1) | (0.1) | (1.1) | 0.5 | (0.8) |
Net policyholder returns | ||||||
Net gain attributable to policyholder returns | — | 41.5 | — | — | — | 41.5 |
Change in investment contract liabilities | — | (2,753.2) | — | — | — | (2,753.2) |
Fee and commission expenses | — | (264.4) | — | — | — | (264.4) |
Policyholder investment returns | — | 3,017.6 | — | — | — | 3,017.6 |
Net policyholder returns | — | 41.5 | — | — | — | 41.5 |
Profit/(loss) on ordinary activities before | ||||||
taxation attributable to policyholders | ||||||
and shareholders | 30.1 | 84.4 | (0.5) | (7.8) | (1.4) | 104.8 |
Policyholder tax charge | — | (35.8) | — | 0.1 | — | (35.7) |
Profit/(loss) on ordinary activities before | ||||||
taxation attributable to shareholders | 30.1 | 48.6 | (0.5) | (7.7) | (1.4) | 69.1 |
Total tax (charge)/benefit attributable | ||||||
to shareholder and policyholder returns | (7.2) | (46.3) | 0.1 | (0.7) | 0.6 | (53.5) |
Less: tax attributable to policyholder returns | — | 35.8 | — | (0.1) | — | 35.7 |
Shareholder tax (charge)/benefit on profit | ||||||
on ordinary activities | (7.2) | (10.5) | 0.1 | (0.8) | 0.6 | (17.8) |
Profit/(loss) for the period | 22.9 | 38.1 | (0.4) | (8.5) | (0.8) | 51.3 |
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Notes to the financial statements
continued
For the year ended 30 September 2025
6. Segmental reporting
continued
Consolidated Statement of Comprehensive Income – segmental information for the year ended
30 September 2024:
Insurance | ||||||
Investment | and life | Adviser | Other | |||
administration | assurance | back-office | Group | Consolidation | ||
services | business | technology | entities | adjustments | Total | |
£m | £m | £m | £m | £m | £m | |
Revenue | ||||||
Recurring annual charges | 67.8 | 58.3 | — | — | — | 126.1 |
Recurring wrapper charges | 3.1 | 9.7 | — | — | — | 12.8 |
Adviser back-office technology | — | — | 4.9 | — | — | 4.9 |
Other income | 0.8 | 0.3 | — | 84.5 | (84.5) | 1.1 |
Total revenue | 71.7 | 68.3 | 4.9 | 84.5 | (84.5) | 144.9 |
Cost of sales | (1.3) | (0.9) | (0.8) | — | — | (3.0) |
Gross profit/(loss) | 70.4 | 67.4 | 4.1 | 84.5 | (84.5) | 141.9 |
Administrative expenses | (44.0) | (32.8) | (5.1) | (87.1) | 84.0 | (85.0) |
Expected credit losses on financial assets | 0.1 | — | — | (4.9) | 4.9 | 0.1 |
Operating profit/(loss) | 26.5 | 34.6 | (1.0) | (7.5) | (4.4) | 57.0 |
Interest expense | — | — | — | (0.8) | 0.6 | (0.2) |
Interest income | 2.8 | 6.7 | — | 1.8 | (0.6) | 10.7 |
Net policyholder returns | ||||||
Net gain attributable to policyholder returns | — | 40.2 | — | — | — | 40.2 |
Change in investment contract liabilities | — | (3,051.7) | — | — | — | (3,051.7) |
Fee and commission expenses | — | (232.7) | — | — | — | (232.7) |
Policyholder investment returns | — | 3,284.4 | — | — | — | 3,284.4 |
Net policyholder returns | — | 40.2 | — | — | — | 40.2 |
Profit/(loss) on ordinary activities before | ||||||
taxation attributable to policyholders | ||||||
and shareholders | 29.3 | 81.5 | (1.0) | (6.5) | 4.4 | 107.7 |
Policyholder tax charge | — | (38.8) | — | — | — | (38.8) |
Profit/(loss) on ordinary activities before | ||||||
taxation attributable to shareholders | 29.3 | 42.7 | (1.0) | (6.5) | 4.4 | 68.9 |
Total tax (charge)/benefit attributable | ||||||
to shareholder and policyholder returns | (6.1) | (48.5) | 0.2 | (1.4) | 0.2 | (55.6) |
Less: tax attributable to policyholder returns | — | 38.8 | — | — | — | 38.8 |
Shareholder tax (charge)/benefit on profit | ||||||
on ordinary activities | (6.1) | (9.7) | 0.2 | (1.4) | 0.2 | (16.8) |
Profit/(loss) for the period | 23.2 | 33.0 | (0.8) | (7.9) | 4.6 | 52.1 |
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119
6. Segmental reporting
continued
Consolidated Statement of Financial Position – segmental information for the year ended 30 September 2025:
Investment | Insurance and | Adviser | ||
administration | life assurance | back-office | ||
services | business | technology | Total | |
£m | £m | £m | £m | |
Assets | ||||
Non-current assets | 14.8 | 24.5 | 1.3 | 40.6 |
Current assets | 124.5 | 164.0 | 2.2 | 290.7 |
Total assets | 139.3 | 188.5 | 3.5 | 331.3 |
Liabilities | ||||
Current liabilities | 13.4 | 28.7 | 1.1 | 43.2 |
Non-current liabilities | 5.6 | 56.0 | 1.6 | 63.2 |
Total liabilities | 19.0 | 84.7 | 2.7 | 106.4 |
Policyholder assets and liabilities | ||||
Cash held for the benefit of policyholder | — | 1,895.0 | — | 1,895.0 |
Investments held for the benefit of policyholders | — | 31,849.9 | — | 31,849.9 |
Liabilities for linked investment contracts | — | (33,744.9) | — | (33,744.9) |
Total policyholder assets and liabilities | — | — | — | — |
Net assets | 120.3 | 103.8 | 0.8 | 224.9 |
Non-current asset additions | 2.3 | 2.2 | — | 4.5 |
Consolidated Statement of Financial Position – segmental information for the year ended 30 September 2024:
Investment | Insurance and | Adviser | ||
administration | life assurance | back-office | ||
services | business | technology | Total | |
£m | £m | £m | £m | |
Assets | ||||
Non-current assets | 11.7 | 19.7 | 1.2 | 32.6 |
Current assets | 108.6 | 159.1 | 2.3 | 270.0 |
Total assets | 120.3 | 178.8 | 3.5 | 302.6 |
Liabilities | ||||
Current liabilities | 10.8 | 35.7 | 1.0 | 47.5* |
Non-current liabilities | 0.3 | 45.7 | 0.8 | 46.8* |
Total liabilities | 11.1 | 81.4 | 1.8 | 94.3 |
Policyholder assets and liabilities | ||||
Cash held for the benefit of policyholder | — | 1,622.8 | — | — |
Investments held for the benefit of policyholders | — | 27,237.8 | — | — |
Liabilities for linked investment contracts | — | (28,860.6) | — | — |
Total policyholder assets and liabilities | — | — | — | — |
Net assets | 109.2 | 97.4 | 1.7 | 208.3 |
Non-current asset additions | 0.5 | 0.5 | — | 1.0 |
*
Prior period comparatives have been adjusted to correct for a casting difference.
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Notes to the financial statements
continued
For the year ended 30 September 2025
6. Segmental reporting
continued
Segmental information: Split by geographical location
2025 | 2024 | |
£m | £m | |
Revenue | ||
United Kingdom | 149.6 | 138.8 |
Isle of Man | 7.2 | 6.1 |
Total | 156.8 | 144.9 |
2025 | 2024 | |
£m | £m | |
Non-current assets | ||
United Kingdom | 31.4 | 24.9 |
Isle of Man | 0.1 | 0.1 |
Total | 31.5 | 25.0 |
2025 | 2024 | |
Profit | ||
Profit for the year and earnings used in basic and diluted EPS | £51.3m | £52.1m |
Weighted average number of shares | ||
Weighted average number of Ordinary Shares | 331.3m | 331.3m |
Weighted average numbers of Ordinary Shares held by EBT | (0.9m) | (0.7m) |
Weighted average number of Ordinary Shares for the purposes of basic EPS | 330.4m | 330.6m |
Adjustment for dilutive share option awards | 0.9m | 0.7m |
Weighted average number of Ordinary Shares for the purposes of diluted EPS | 331.3m | 331.3m |
EPS | ||
Basic | 15.5p | 15.8p |
Diluted | 15.5p | 15.7p |
EPS is calculated based on the share capital of IntegraFin Holdings plc and the earnings of the consolidated Group.
Basic EPS is calculated by dividing profit after tax attributable to ordinary equity shareholders of the Company by the weighted average number
of Ordinary Shares outstanding during the year. The weighted average number of shares excludes shares held within the EBT to satisfy the
Group’s obligations under employee share awards.
Diluted EPS is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of all potentially
2025 | 2024 | |
£m | £m | |
Depreciation | 2.7 | 1.8 |
Amortisation | 0.2 | 0.4 |
Wages and employee benefits expense | 63.8 | 57.8 |
Auditor's remuneration | 1.3 | 1.2 |
Professional fees | 2.6 | 6.2 |
Regulatory fees | 3.2 | 3.2 |
Irrecoverable VAT | 4.9 | 4.5 |
Other costs | 12.3 | 8.2 |
Non-underlying expenses: | ||
– Non-underlying expenses – other costs | 1.3 | 1.7 |
– Non-underlying expenses – office move - overlapping office depreciation | 0.4 | — |
– Non-underlying expenses – impairment of intangible assets and goodwill | 7.5 | — |
Total administrative expenses | 100.2 | 85.0 |
In FY25, £3.7 million of licence and insurance costs were reclassified as other costs (where such expenses were classified as professional fees
in the previous year) as it more closely aligned with the other cost categorisation.
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8. Expenses by nature
continued
Auditor’s remuneration
The following fees are paid to the Group’s auditor:
Group
2025 | 2024 | |
£m | £m | |
Auditor’s remuneration: | ||
Auditing of the financial statements of the Company pursuant to the legislation | 0.2 | 0.2 |
Auditing of the financial statements of subsidiaries | 0.6 | 0.6 |
Other assurance services | 0.5 | 0.4 |
Total auditor’s remuneration | 1.3 | 1.2 |
2025 | 2024 | |
No. | No. | |
IT and change delivery | 195 | 187 |
Client operations | 248 | 246 |
Operations | 89 | 83 |
Sales and marketing | 32 | 38 |
Group services | 114 | 112 |
678 | 666 |
The Company has no employees (FY24: nil).
Wages and employee (including executive directors) benefits expenses during the year, included within administrative expenses, were as follows:
2025 | 2024 | |
£m | £m | |
Wages and salaries | 50.3 | 46.1 |
Social security costs | 6.2 | 5.1 |
Other pension costs | 4.6 | 4.3 |
Share-based payment costs | 2.7 | 2.3 |
63.8 | 57.8 |
Key management personnel are defined as those persons having authority and responsibility for planning, directing, and controlling
the activities of the entity and, as such, only directors are considered to meet this definition.
2025 | 2024 | |
£m | £m | |
Short-term employee benefits | 2.2 | 2.3 |
Post-employment benefits | 0.1 | 0.1 |
Share-based payment | 0.7 | 0.3 |
Social security costs | 0.4 | 0.4 |
3.4 | 3.1 | |
Highest paid director: | ||
Short-term employee benefits | 0.8 | 0.6 |
Share-based payment | 0.4 | — |
Other benefits | — | 0.1 |
1.2 | 0.7 |
2025 | 2024 | |
No. | No. | |
Number of directors for whom pension contributions are paid | 2 | 3 |
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Notes to the financial statements
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For the year ended 30 September 2025
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Interest calculated using effective interest method: | ||||
Interest income on cash and cash equivalents (excluding MMFs) | 9.0 | 0.8 | 9.1 | 0.7 |
Interest income on loans | 0.4 | 0.4 | 0.5 | 0.5 |
Interest income on financial investments | 0.8 | — | 1.0 | — |
Total interest calculated using effective interest method | 10.2 | 1.2 | 10.6 | 1.2 |
Other interest and similar income: | ||||
Interest income on MMFs | 0.6 | — | — | |
Interest income on tax repayments | 0.1 | — | 0.1 | — |
Total other interest and similar income | 0.7 | — | 0.1 | — |
Total interest income | 10.9 | 1.2 | 10.7 | 1.2 |
2025 | 2024 | |
£m | £m | |
Change in fair value of underlying assets | 2,719.4 | 3,005.2 |
Investment income | 298.2 | 279.2 |
Total policyholder investment returns | 3,017.6 | 3,284.4 |
The UK estimated weighted average effective tax rate was 26% for the 12-month period ended 30 September 2025 (30 September 2024: 25%),
representing the tax rate enacted at the reporting date. For the entities within the Group operating outside of the UK, tax is charged at the
relevant rate in each jurisdiction.
The policyholder tax rate is calculated at the basic rate of income tax of 20% (2024: 20%). The draft Finance (No. 2) Bill 2024-26 proposes that
the prevailing policyholder tax rate be aligned with the savings income tax rate which is scheduled to rise to 22% from 6 April 2027. The Bill is
due for its Second Reading on 16 December, and the timing of its Third Reading, at which point the measure would become substantively
enacted for IAS purposes, has not yet been confirmed.
Management will continue to monitor developments and assess the implications of any change as further information becomes available. Any
adjustments to the rates used in calculating current and deferred tax for policyholders will be reflected in future financial statements. For the
purposes of IAS 12 and IAS 37, both current and deferred tax calculations and policyholder reserve charges will continue to apply at 20% until
the Bill is substantively enacted.
a) Analysis of charge in year
The income tax expense comprises:
2025 | 2024 | |
£m | £m | |
Corporation tax | ||
Current year – corporation tax | 17.9 | 17.0 |
Adjustment in respect of prior years | — | 0.2 |
Total corporation tax | 17.9 | 17.2 |
Deferred tax | ||
Current year | (0.1) | (0.4) |
Total shareholder tax charge for the year | 17.8 | 16.8 |
Policyholder taxation | ||
UK policyholder tax at 20% (FY24: 20%) | 14.8 | 15.7 |
Deferred tax at 25% (FY24: 25%) | 20.6 | 22.8 |
Tax deducted on overseas dividends | 0.3 | 0.3 |
Total policyholder taxation | 35.7 | 38.8 |
Total tax attributable to shareholder and policyholder returns | 53.5 | 55.6 |
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Annual Report 2025
123
11. Tax on profit on ordinary activities
continued
Group
continued
b) Factors affecting tax charge for the year
The tax on the Group’s PBT differs from the amount that would arise using the weighted average tax rate applicable to profits of the
consolidated entities as follows:
2025 | 2024 | |
£m | £m | |
Profit on ordinary activities before taxation attributable to shareholders | 69.1 | 68.9 |
Profit on ordinary activities multiplied by the UK rate of corporation tax, 25% (FY24: 25%) | 17.3 | 17.2 |
Effects of: | ||
Non-taxable dividends | (0.4) | (0.1) |
Income not taxable for tax purposes multiplied by the UK rate of corporation tax | 1.5 | 0.2 |
Adjustments in respect of prior years | 0.1 | 0.3 |
Effect of lower tax rate jurisdiction | (0.7) | (0.8) |
17.8 | 16.8 | |
Add policyholder tax | 35.7 | 38.8 |
53.5 | 55.6 |
Company
2025 | 2024 | |
£m | £m | |
Deferred tax charge/(credit) (see note 26) | — | — |
b) Factors affecting tax charge for the year
2025 | 2024 | |
£m | £m | |
Profit on ordinary activities before tax | 26.2 | 48.4 |
Profit on ordinary activities multiplied by the UK rate of corporation tax, 25% (FY24: 25%) | 6.6 | 12.1 |
Effects of: | ||
Non-taxable dividends | (9.8) | (15.1) |
Income not taxable for tax purposes multiplied by the UK rate of corporation tax | 1.7 | 1.7 |
Group loss relief to ISL | 1.5 | 1.3 |
— | — |
Software | Customer | |||||
and IP rights | Goodwill | relationships | Software | Brand | Total | |
£m | £m | £m | £m | £m | £m | |
Cost | ||||||
At 1 October 2024 | 12.5 | 18.3 | 2.1 | 2.0 | 0.3 | 35.2 |
Impairment | — | (5.3) | (1.4) | (0.7) | (0.1) | (7.5) |
At 30 September 2025 | 12.5 | 13.0 | 0.7 | 1.3 | 0.2 | 27.7 |
Amortisation | ||||||
At 1 October 2024 | 12.5 | — | 0.5 | 1.1 | 0.1 | 14.2 |
Charge for the year | — | — | 0.1 | 0.2 | — | 0.3 |
At 30 September 2025 | 12.5 | — | 0.6 | 1.3 | 0.1 | 14.5 |
Net Book Value | ||||||
At 30 September 2024 | — | 18.3 | 1.6 | 0.9 | 0.2 | 20.9 |
At 30 September 2025 | — | 13.0 | 0.1 | — | 0.1 | 13.2 |
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Notes to the financial statements
continued
For the year ended 30 September 2025
12. Intangible assets – Group
continued
Software | Customer | |||||
and IP rights | Goodwill | relationships | Software | Brand | Total | |
£m | £m | £m | £m | £m | £m | |
Cost | ||||||
At 1 October 2023 | 12.5 | 18.3 | 2.1 | 2.0 | 0.3 | 35.2 |
At 30 September 2024 | 12.5 | 18.3 | 2.1 | 2.0 | 0.3 | 35.2 |
Amortisation | ||||||
At 1 October 2023 | 12.5 | — | 0.4 | 0.8 | 0.1 | 13.8 |
Charge for the year | — | — | 0.1 | 0.3 | — | 0.4 |
At 30 September 2024 | 12.5 | — | 0.5 | 1.1 | 0.1 | 14.2 |
Net Book Value | ||||||
At 30 September 2023 | — | 18.3 | 1.7 | 1.2 | 0.2 | 21.4 |
At 30 September 2024 | — | 18.3 | 1.6 | 0.9 | 0.2 | 20.9 |
All intangible assets are externally generated. Amortisation of intangible assets is recognised within administrative expenses in the Consolidated
Statement of Comprehensive Income.
Goodwill impairment assessment
In accordance with IFRS, goodwill is not amortised but is tested for impairment annually, or more frequently if there are indications that it may
be impaired. The impairment assessment compares the carrying value of goodwill to the recoverable amount, which is the higher of value in use
and the fair value less costs of disposal. The recoverable amount is determined based on value in use calculations using cash flow projections
from financial budgets approved by senior management covering a five-year period.
The Group’s goodwill relates to the acquisition of IAD Pty in July 2016 and T4A in January 2021.
12.1 IAD Pty
The carrying amount of the IAD Pty goodwill is allocated to the two cash generating units (CGUs) that relate to the Transact platform, as these
benefit from the IAD Pty acquisition.
IAD Pty
30 September 2025 | 30 September 2024 | |
£m | £m | |
Investment administration services | 7.2 | 7.2 |
Insurance and life assurance business | 5.8 | 5.7 |
Total | 13.0 | 12.9 |
Key assumptions used in the value in use calculations are as follows:
30 September | 30 September | |
IAD Pty | 2025 | 2024 |
Discount rate | 16.4% | 13.0% |
Forecast period | 5 years | 5 years |
Long-term growth rate | 3.0% | 2.0% |
Key assumptions used in the underlying cash flow projections are as follows:
IAD Pty
l
Equity market levels
– this is the key driver of FUD levels and therefore annual charges.
The annual impairment review concluded that no impairment is required.
Sensitivity to changes in assumptions
A sensitivity analysis was performed by applying adverse changes to key assumptions to reflect potential underperformance. The analysis
indicates that any of the following changes would need to occur for future cash flows to result in a material impairment of goodwill:
l
Equity markets
–
Recurring annual charges are directly linked to the value of FUD, so movements in equity markets directly affect valuations.
A decline of approximately 65% would result in an impairment.
l
Discount rate
–
Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time
value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. A discount rate of
approximately 55% would result in an impairment.
l
Long-term growth rate
– After the five-year business plan period, the terminal value of the cash generating units is calculated using
a long-term growth rate. No foreseeable change in the long-term growth rate would result in an impairment.
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12. Intangible assets – Group
continued
Goodwill impairment assessment
continued
12.2 T4A
The carrying amount of goodwill related to T4A has been allocated to the cash generating unit (CGU) associated with the CURO software,
as this represents the primary source of revenue for T4A. Indicators of impairment were identified at 31 March 2025 and as a result, an
impairment of £7.5 million was recognised and disclosed in the half-year results. An assessment was also performed at 30 September 2025
year end and showed no material changes that would result in a potential reversal.
The below table shows the carrying amount of the T4A CGU:
T4A CGU
30 September | 31 March | 30 September | |
2025 | 2025 | 2024 | |
£m | £m | £m | |
T4A net assets | 0.4 | 0.2 | 0.3 |
Intangible assets (customer relationships, software and brand) | 0.2 | 0.2 | 2.7 |
Goodwill | — | — | 5.3 |
Total | 0.6 | 0.4 | 8.3 |
The recoverable amount of the T4A CGU was determined using a value in use approach, based on cash flow projections derived from
management-approved budgets covering the five-year period from 1 April 2025 to 31 March 2030 for the 31 March 2025 assessment, and
1 October 2025 to 30 September 2030 for the 30 September 2025 assessment . Beyond this planning horizon, terminal value was estimated
using the long-term growth rates outlined below. The discount rate applied in the valuation reflects the Group’s weighted average cost of
capital (WACC), adjusted to take into account risks specific to the CGU.
Key assumptions used in the value in use calculations are as follows:
30 September | 31 March | 30 September | |
T4A | 2025 | 2025 | 2024 |
Discount rate | 19.0% | 19.0% | 14.4% |
Forecast period | 5 years | 5 years | 5 years |
Long-term growth rate | 3.0% | 3.0% | 3.0% |
Licence user annual growth rate | 11.7% | 9.3% | 10.1% |
Annual expense growth | 5.5% | 4.1% | 3.5% |
Key assumptions used in the underlying cash flow projections are as follows:
T4A
l
Licence user growth – T4A is continuing to develop its CURO offering and build up its client base to support future profitability, and growth
in CURO users is key to this.
l
Expense growth – as the T4A business grows, so will the cost base, which is being managed to help support the projections of future profitability.
The impairment tests relating to the T4A acquisition indicated that an impairment was required, as the recoverable amount was lower than the
carrying value of the CGU. The result of the 31 March 2025 assessment indicated an impairment of £7.5 million for T4A’s CGU, leading to a full
impairment of the £5.3 million goodwill balance relating to the T4A acquisition, and an additional £2.2 million impairment of the remaining
intangible assets recognised as part of the T4A acquisition, with the residual carrying amount being equal to the recoverable amount.
The £5.3 million goodwill impairment is not able to be reversed under IAS 36. Regarding the intangibles, the result of the 30 September 2025
year end assessment showed no material changes that would result in a potential reversal.
Sensitivity to changes in assumptions
The 31 March 2025 assessment resulted in an impairment of the full goodwill balance and part of the remaining carrying value of the CGU,
with only an immaterial balance remaining of £0.2 million and therefore any further adverse change would not result in a material movement.
The 31 March 2025 assumptions within the current calculations which were sensitive to change are explained below:
l
Discount rate
– Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time
value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. Any rise in the pre-tax
discount rate from the current level of 19.0% would result in a further impairment.
l
Long-term growth rate
–
After the five-year business plan period, the terminal value of the cash generating units is calculated using
a long-term growth rate. Any reduction in the long-term growth rate from the current rate would result in a further impairment.
l
Licence user growth
– T4A is continuing to build its client base, and future profitability is heavily dependent on increasing the number of
licenced users. Any reduction in the projected compound annual growth rate of CURO licence users from the current rate 9.3% would result
in a further impairment.
l
Annual expense growth
– As the T4A business grows, it is likely that the cost base will also do so. T4A is managing its cost base carefully,
to support future profitability. Any rise in the projected expense rates would result in a further impairment.
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Notes to the financial statements
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For the year ended 30 September 2025
Leasehold | Fixtures | Motor | |||
improvements | Equipment | and fittings | vehicles | Total | |
£m | £m | £m | £m | £m | |
Cost | |||||
At 1 October 2024 | 1.9 | 4.1 | 0.4 | 0.1 | 6.5 |
Additions | 2.9 | 0.9 | 0.7 | 0.1 | 4.6 |
Disposals | (1.0) | (2.2) | (0.1) | — | (3.3) |
At 30 September 2025 | 3.8 | 2.8 | 1.0 | 0.2 | 7.8 |
Depreciation | |||||
At 1 October 2024 | 1.5 | 3.2 | 0.3 | — | 5.0 |
Charge in the year | — | 0.5 | — | — | 0.5 |
Disposals | (1.0) | (2.0) | (0.1) | — | (3.1) |
At 30 September 2025 | 0.5 | 1.7 | 0.2 | 0.0 | 2.4 |
Net Book Value | |||||
At 30 September 2024 | 0.4 | 0.9 | 0.1 | 0.1 | 1.5 |
At 30 September 2025 | 3.3 | 1.1 | 0.8 | 0.2 | 5.4 |
Cost | |||||
At 1 October 2023 | 1.8 | 3.4 | 0.5 | 0.1 | 5.8 |
Additions | 0.1 | 0.9 | — | — | 1.0 |
Disposals | — | (0.2) | (0.1) | — | (0.3) |
At 30 September 2024 | 1.9 | 4.1 | 0.4 | 0.1 | 6.5 |
Depreciation | |||||
At 1 October 2023 | 1.5 | 2.9 | 0.3 | — | 4.7 |
Charge in the year | — | 0.5 | — | — | 0.5 |
Disposals | — | (0.2) | — | — | (0.2) |
At 30 September 2024 | 1.5 | 3.2 | 0.3 | — | 5.0 |
Net Book Value | |||||
At 30 September 2023 | 0.3 | 0.5 | 0.2 | 0.1 | 1.1 |
At 30 September 2024 | 0.4 | 0.9 | 0.1 | 0.1 | 1.5 |
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127
£m | |
Cost | |
At 1 October 2024 | 4.4 |
Additions | 12.9 |
Disposals | (2.7) |
At 30 September 2025 | 14.6 |
Depreciation | |
At 1 October 2024 | 1.8 |
Charge in the year | 2.4 |
Disposals | (2.5) |
At 30 September 2025 | 1.7 |
Net Book Value | |
At 30 September 2024 | 2.6 |
At 30 September 2025 | 12.9 |
Cost | |
At 1 October 2023 | 1.7 |
Additions | 2.7 |
At 30 September 2024 | 4.4 |
Depreciation | |
At 1 October 2023 | 0.7 |
Charge in the year | 1.1 |
At 30 September 2024 | 1.8 |
Net Book Value | |
At 30 September 2023 | 1.0 |
At 30 September 2024 | 2.6 |
2025 | 2024 | |
£m | £m | |
Carrying value at 1 October (2024/2023) | 46.2 | 35.3 |
Investment in subsidiary shares – Integrated Financial Arrangements Ltd | — | 15.0 |
Impairment of investment | (6.3) | (6.3) |
Share-based payments | 2.5 | 2.2 |
Carrying value at 30 September | 42.4 | 46.2 |
Impairment of investment
As disclosed in note 1, investments in subsidiaries are recognised by the Company at cost. The Company assesses at each reporting date,
whether there is an indication that an investment in subsidiaries may be impaired.
As noted in note 12, the T4A goodwill was impaired during the half year for the Group. The same assumptions and inputs were used for the
year end impairment assessment of the Company’s investment in T4A, which resulted in a further impairment in the year of £6.3 million
(FY24: £6.3 million).
The result of the year end assessment showed no material changes that would result in a potential reversal.
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Notes to the financial statements
continued
For the year ended 30 September 2025
15. Investment in subsidiaries
continued
Impairment of investment
continued
The Company has investments in the Ordinary Share capital of the following subsidiaries at 30 September 2025:
Incorporation and significant | ||||
Name of Company | Holding | % held | place of business | Business |
Direct holdings | ||||
Integrated Financial Arrangements Ltd | Ordinary Shares | 100% | United Kingdom | Investment administration |
IntegraFin Services Limited | Ordinary Shares | 100% | United Kingdom | Services company |
Software provision and | ||||
Transact IP Limited | Ordinary Shares | 100% | United Kingdom | development |
Integrated Application Development Pty Ltd | Ordinary Shares | 100% | Australia | Software maintenance |
Transact Nominees Limited | Ordinary Shares | 100% | United Kingdom | Non-trading |
IntegraLife UK Limited | Ordinary Shares | 100% | United Kingdom | Life insurance |
IntegraLife International Limited | Ordinary Shares | 100% | Isle of Man | Life assurance |
Transact Trustees Limited | Ordinary Shares | 100% | United Kingdom | Non-trading |
Objective Funds Limited | Ordinary Shares | 100% | United Kingdom | Dormant |
Objective Asset Management Limited | Ordinary Shares | 100% | United Kingdom | Dormant |
Objective Wealth Management Limited | Ordinary Shares | 100% | United Kingdom | Dormant |
Time For Advice Limited | Ordinary Shares | 100% | United Kingdom | Financial planning software |
Indirect holdings | ||||
IntegraFin Limited | Ordinary Shares | 100% | United Kingdom | Non-trading |
ObjectMastery (UK) Limited | Ordinary Shares | 100% | United Kingdom | Dormant |
IntegraFin (Australia) Pty Limited | Ordinary Shares | 100% | Australia | Non-trading |
The Group has 100% voting rights on shares held in each of the subsidiary undertakings.
For all the UK subsidiaries the registered office address changed from 29 Clement’s Lane, London EC4N 7AE to 4th Floor, 2 Gresham Street,
London EC2V 7AD on 5 September 2025. ILInt’s registered office address is at 18–20 North Quay, Douglas, Isle of Man IM1 4LE. IntegraFin
(Australia) Pty’s registered office address is at Level 4, 854 Glenferrie Road, Hawthorn, Victoria, Australia 3122. Integrated Application
Development Pty Ltd.’s registered office address is 19–25 Camberwell Road, Melbourne, Australia.
16. Loans
This note analyses the loans payable by and receivable to the Company. The carrying amounts of loans are as follows:
Loans receivable
2025 | 2024 | |
£m | £m | |
Loans receivable from third parties | 6.0 | 6.6 |
Interest receivable on loans | 0.2 | 0.2 |
Total gross loans | 6.2 | 6.8 |
ECLs allowance | (0.3) | (0.3) |
Total net loans | 5.9 | 6.5 |
Movement in the ECLs for the loan is as follows:
2025 | 2024 | |
£m | £m | |
Opening ECLs | (0.3) | (0.3) |
Decrease during the year | — | — |
Balance at 30 September | (0.3) | (0.3) |
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16. Loans
continued
2025 | 2024 | |
£m | £m | |
Loan payable to subsidiary | 5.0 | 6.0 |
To be settled within 12 months | 1.0 | 1.0 |
To be settled after 12 months | 4.0 | 5.0 |
Total loan payable | 5.0 | 6.0 |
The loan payable was initially recognised at fair value. Subsequent measurement is at amortised cost using the effective interest method.
The interest charge is recognised on the Company Statement of Comprehensive Income.
2025 | 2024 | |
£m | £m | |
ILInt | 3,607.9 | 2,873.0 |
ILUK | 28,242.0 | 24,364.8 |
Total | 31,849.9 | 27,237.8 |
All amounts are current as customers are able to make same-day withdrawal of available funds and transfers to third-party providers are
generally performed within a month.
These assets are held to cover the liabilities for unit-linked investment contracts. All contracts with customers are deemed to be investment
2025 | 2024 | |
Fair value | Fair value | |
Unit-linked liabilities | £m | £m |
ILInt | 3,886.1 | 3,110.7 |
ILUK | 29,858.8 | 25,749.9 |
Total | 33,744.9 | 28,860.6 |
Analysis of change in liabilities for linked investment contracts
2025 | 2024 | |
£m | £m | |
Opening balance | 28,860.6 | 24,440.9 |
Investment inflows | 4,268.6 | 3,490.7 |
Investment outflows | (2,067.2) | (2,057.2) |
Changes in fair value of underlying assets | 2,719.4 | 3,005.2 |
Investment income | 298.2 | 279.2 |
Other fees and charges – Transact | (70.3) | (65.5) |
Other fees and charges – third parties | (264.4) | (232.7) |
Closing balance | 33,744.9 | 28,860.6 |
The benefits offered under the unit-linked investment contracts are based on the risk appetite of policyholders and the return on their selected
collective fund investments, whose underlying investments include equities, debt securities, property and derivatives. This investment mix is
unique to individual policyholders. When the diversified portfolio of all policyholder investments is considered, there is a clear correlation with
the FTSE 100 index and other major world indices, providing a meaningful comparison with the return on the investments.
The maturity value of these financial liabilities is determined by the fair value of the linked assets at maturity date. There will be no difference
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Notes to the financial statements
continued
For the year ended 30 September 2025
2025 | 2024 | |
£m | £m | |
Bank balances – instant access | 79.4 | 198.1 |
Bank balances – notice accounts | 117.1 | 46.0 |
Bank balances – money market funds | 47.4 | — |
Total | 243.9 | 244.1 |
Bank balances held in instant access accounts are current and available for use by the Group. All bank balances held in notice accounts require
less than 95 days’ notice before they are available for use by the Group. £69.9 million (FY24: £67.8 million) of the total balance is corporate cash
held in respect of provisions for policyholder tax that will become payable either to HMRC or returned to policyholders.
20. Cash held for the benefit of policyholders
2025 | 2024 | |
£m | £m | |
Cash and cash equivalents held for the benefit of the policyholders – instant access – ILUK | 1,616.7 | 1,385.0 |
Cash and cash equivalents held for the benefit of the policyholders – instant access – ILInt | 278.3 | 237.8 |
Total | 1,895.0 | 1,622.8 |
Cash and cash equivalents held for the benefit of the policyholders are held to cover the liabilities for unit-linked investment contracts. These
Group | Group | Group | |
Non-current | Current | Current | |
2025 | 2025 | 2024 | |
£m | £m | £m | |
Fair value through profit or loss | |||
Listed shares and securities | — | 0.1 | 0.1 |
Total | — | 0.1 | 0.1 |
Amortised cost | |||
Gilts | 2.5 | 24.4 | 2.5 |
Total | 2.5 | 24.4 | 2.5 |
2.5 | 24.5 | 2.6 |
The gilts shown above are interest bearing and the associated income is referenced in note 9 as “interest income on financial investments”.
Management’s assessment are that these are UK government listed gilts, with a Aa3 credit rating meaning that these are classed as stage 1
(they are not credit impaired on initial recognition and have not experienced a significant increase in credit risk since initial recognition) with
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Accrued income | 15.9 | — | 15.1 | — |
Less: ECLs | (0.9) | — | (0.9) | — |
Accrued income – net | 15.0 | — | 14.2 | — |
Prepayments | 5.2 | 0.1 | 4.6 | — |
Total | 20.2 | 0.1 | 18.8 | — |
Movement in the ECLs (for accrued income and trade and other receivables) is as follows:
2025 | 2024 | |
£m | £m | |
Opening ECLs | (0.9) | (1.0) |
Decrease during the year | — | 0.1 |
Balance at 30 September | (0.9) | (0.9) |
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Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Other receivables | 2.0 | 0.1 | 3.0 | — |
Less: ECLs | — | — | (0.1) | — |
Other receivables net | 2.0 | 0.1 | 2.9 | — |
Amounts owed by Group undertakings | — | 0.1 | — | 0.1 |
Total | 2.0 | 0.2 | 2.9 | 0.1 |
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Trade payables | 1.4 | 0.2 | 1.1 | — |
PAYE and other taxation | 2.9 | 0.1 | 2.1 | — |
Other payables | 3.2 | 0.7 | 1.7 | 0.6 |
Funds held for bonds pending approval | 7.0 | — | 6.5 | — |
Accruals | 11.0 | 0.6 | 8.8 | 0.7 |
Deferred consideration | — | — | 1.5 | 1.5 |
Due to Group undertakings | — | 0.2 | — | 0.2 |
Total | 25.5 | 1.8 | 21.7 | 3.0 |
2025 | 2024 | |
£m | £m | |
Opening balance | 2.9 | 1.1 |
Additions | 12.0 | 2.6 |
Lease payments | (2.5) | (1.0) |
Interest expense | 0.6 | 0.2 |
Balance at 30 September | 13.0 | 2.9 |
Amounts falling due within one year | 0.9 | 2.5 |
Amounts falling due after one year | 12.1 | 0.4 |
The Group has various leases in respect of property as a lessee. Lease terms are negotiated on an individual basis and run for a period of up
to 15 years.
Interest shown in the Consolidated Statement of Comprehensive Income of £0.8 million (2024: £0.2 million) comprises £0.6 million
(2024: £0.2 million) relating to lease interest, as noted above, and £0.2 million (2024: nil) for other non-lease interest, which primarily arise
from HMRC charges for late payments.
Guarantee Provided by Parent Company
The Company has provided a financial guarantee to a subsidiary in respect of obligations under a property lease. Based on management’s
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 20% (FY24: 20%) on policyholder assets
and liabilities and 25% (FY24: 25%) on non-policyholder items.
Policyholder excess | |||||||
management | Policyholder | Other | |||||
Policyholder | expenses and | unrealised losses/ | deductible | ||||
Accelerated | Share-based | unrealised losses/ | deferred acquisition | (unrealised gains) on | temporary | ||
capital allowances | payments | (unrealised gains) | costs | investment trusts | differences | Total | |
Deferred tax asset | £m | £m | £m | £m | £m | £m | £m |
At 1 October 2023 | 0.1 | 0.5 | — | — | — | 0.1 | 0.7 |
Charge to income | — | 0.5 | — | (1.5) | (0.8) | — | (1.8) |
Offset deferred tax liability | (0.1) | — | — | 1.5 | 0.8 | — | 2.2 |
At 30 September 2024 | — | 1.0 | — | — | — | 0.1 | 1.1 |
Charge to income | — | 0.1 | — | (0.3) | — | — | (0.2) |
Offset deferred tax liability | — | (0.5) | — | 0.3 | — | — | (0.2) |
At 30 September 2025 | — | 0.6 | — | — | — | 0.1 | 0.7 |
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Notes to the financial statements
continued
For the year ended 30 September 2025
26. Deferred tax
continued
Policyholder | ||||
Accelerated | tax on unrealised | Other taxable | ||
capital allowances | gains | differences | Total | |
Deferred tax liability | £m | £m | £m | £m |
At 1 October 2023 | — | 6.5 | 0.7 | 7.2 |
Charge to income | 0.1 | 20.6 | (0.1) | 20.6 |
Offset against deferred tax asset | (0.1) | 2.3 | — | 2.2 |
At 30 September 2024 | — | 29.4 | 0.6 | 30.0 |
Charge to income | 0.5 | 20.3 | (0.6) | 20.2 |
Offset against deferred tax asset | (0.5) | 0.3 | — | (0.2) |
At 30 September 2025 | — | 50.0 | — | 50.0 |
2025 | 2024 | |
£m | £m | |
Balance brought forward | 39.7 | 48.2 |
Increase in dilapidation provision | 0.6 | — |
Additional provisions made in the period, including increases to existing ILUK provision | 27.3 | 7.1 |
Reduction in provisions made in the period | — | (7.6) |
Amounts used from the ILUK provision during the period | (44.0) | (7.1) |
Unused amounts reversed from the ILUK provision during the period | (6.1) | (1.5) |
Increase in other provisions | 0.4 | 0.6 |
Balance carried forward | 17.9 | 39.7 |
Amounts falling due within one year | 16.8 | 23.3 |
Amounts falling due after one year | 1.1 | 16.4 |
Dilapidations provisions | 0.8 | 0.2 |
ILUK policyholder reserves | 15.0 | 37.8 |
Other provisions | 2.1 | 1.7 |
Total | 17.9 | 39.7 |
ILUK policyholder reserve comprises claims received from HMRC that are yet to be returned to policyholders, charges taken from unit-linked
funds and claims received from HMRC to meet current and future policyholder tax obligations.
The 2025 ILUK policyholder reserves balance is significantly lower due to the crystallisation of current and deferred tax on policyholder income,
and a reassessment of the provision required for unfranked investment income.
The presentation of the provisions note has been updated in the current year to combine the “Reduction in provisions made in the period”
and “Amounts used from the ILUK provision during the period”. In the prior year, the “Amounts used” included the additional provisions made
At 30 September 2025 and 30 September 2024, the Company’s equity capital comprises 331,322,014 Ordinary Shares of 1 pence each
with an aggregated nominal value of £3,313,220.14. All Ordinary Shares, as at both period ends, have been authorised, issued and fully paid.
All Ordinary Shares issued carry equal voting rights. The holders of the Company’s Ordinary Shares are entitled to receive dividends as declared
Share-based payment reserve
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£m | £m | £m | £m | |
Balance brought forward | 4.1 | 3.4 | 3.4 | 2.7 |
Movement in the year | 0.6 | 0.5 | 0.7 | 0.7 |
Balance carried forward | 4.7 | 3.9 | 4.1 | 3.4 |
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29. Share-based payments
continued
Share schemes
(i) SIP 2005
IFAL implemented a SIP trust scheme for its staff in October 2005. The SIP is an approved scheme under Schedule 2 of the Income Tax
(Earnings & Pensions) Act 2003.
This scheme entitled all the staff who were employed in October 2005 to Class C shares in IFAL, subject to their remaining in employment
with the Company until certain future dates.
The Trustee for this scheme is IntegraFin Limited, a wholly owned non-trading subsidiary of IFAL.
Shares issued under the SIP may not be sold until the earlier of three years after issue or cessation of employment by the Group. If the shares
are held for five years, they may be sold free of income tax or capital gains tax. There are no other vesting conditions.
The cost to the Group in the financial year to 30 September 2025 was £nil (FY24: £nil). There have been no new share options granted.
(ii) SIP 2018
The Company implemented an annual SIP awards scheme in January 2019. This is an approved scheme under Schedule 2 of the Income
Tax (Earnings & Pensions) Act 2003 and entitles all eligible employees to Ordinary Shares in the Company. The shares are held in a UK trust.
The scheme includes the following awards:
Free Shares
The Company may give Free Shares up to a maximum value, calculated at the date of the award of such Free Shares, of £3,600 per employee
in a tax year.
The share awards are made by the Company each year, dependent on 12 months’ continuous service on 30 September. The cost to the Group
in the financial year to 30 September 2025 was £1.0 million (FY24: £0.9 million).
Partnership and Matching Shares
The Company provides employees with the opportunity to enter into an agreement with the Company to enable such employees to use part of their
pre-tax salary to acquire Partnership Shares. If employees acquire Partnership Shares, the board grants relevant Matching Shares at a ratio of 2:1.
The cost to the Group in the financial year to 30 September 2025 was £0.6 million (FY24: £0.5 million).
(iii) Deferred bonus Share Option Plan
The Company implemented an annual deferred bonus Share Option Plan in December 2018. Awards granted under this plan take the form of
options to acquire Ordinary Shares for nil consideration. These are awarded to executive directors, senior managers and other employees of any
Group Company, as determined by the Remuneration Committee.
The exercise of the awards is conditional upon the achievement of a performance condition set at the time of grant and measured over
a three-year performance period.
The cost to the Group in the financial year to 30 September 2025 was £1.0 million (FY24: £0.8 million). This is based on the fair value of the
share options at grant date, rather than on the purchase cost of shares held in the EBT reserve, in line with IFRS 2 Share-based Payment.
(iv) Combined Incentive Plan
On the 29 September 2025, the Group granted Upfront Tiered Awards under its share-based payment plan. These awards are structured
as conditional awards and are settled through a combination of cash and equity.
The awards are subject to a 12-month performance period ending on 30 September 2025. The vesting period of the award is 3 years and 10 months.
l
Underlying PBT.
l
Risk.
l
Adviser
l
Staff engagement score
l
Regulatory relationships
l
Sustainability
l
Strategic/personal
The performance outcome is contingent upon the extent to which each performance condition has been achieved. The board will exercise its
judgement in assessing the level of achievement against these conditions before determining the final outcome.
No awards vested in the year in relation to this scheme.
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Notes to the financial statements
continued
For the year ended 30 September 2025
29. Share-based payments
continued
Share schemes
continued
(iv) Combined Incentive Plan
continued
Details of the movements in the share schemes during the year are as follows:
2025 | 2024 | |||
Weighted average | 2025 | Weighted average | 2024 | |
exercise price | Shares | exercise price | Shares | |
(pence) | (number) | (pence) | (number) | |
SIP 2005 | ||||
Outstanding at start of the year | — | 660,750 | — | 762,705 |
Shares withdrawn from the plan | — | (148,971) | — | (101,955) |
Shares in the plan at end of year | — | 511,779 | — | 660,750 |
Available to withdraw from the plan at end of year | — | 511,779 | — | 660,750 |
The weighted average share price at the date of withdrawal for shares withdrawn from the plan during the year was 329.8 pence (FY24: 281.1 pence).
At 30 September 2025 the exercise price was £nil as they were all nil cost options.
Details of the share awards outstanding are as follows:
2025 | 2024 | |
Shares | Shares | |
(number) | (number) | |
SIP 2018 | ||
Shares in the plan at start of the year | 1,592,573 | 1,205,612 |
Granted | 575,746 | 554,178 |
Shares withdrawn from the plan | (276,549) | (167,217) |
Shares in the plan at end of year | 1,891,770 | 1,592,573 |
Available to withdraw from the plan at end of year | 946,845 | 678,656 |
2025 | 2024 | |||
Weighted average | 2025 | Weighted average | 2024 | |
exercise price | Share options | exercise price | Share options | |
(pence) | (number) | (pence) | (number) | |
Deferred bonus Share Option Plan | ||||
Outstanding at start of the year | — | 1,588,608 | — | 899,664 |
Granted | — | 386,206 | — | 386,145 |
Forfeited | — | — | — | — |
Exercised | — | (133,950) | — | (41,673) |
Outstanding at end of year | — | 1,840,864 | — | 1,244,136 |
Exercisable at end of year | — | 380,253 | — | 337,654 |
The fair value of options granted during the year has been estimated using the Black-Scholes model. The principal assumptions used in the
calculation were as follows:
2024 | |||
2025 | 2024 | Additional grant | |
Deferred bonus Share Option Plan | |||
Share price at date of grant | 353.0p | 299.4p | 293.0p |
Exercise price | £nil | £nil | £nil |
Expected life | 3 years | 3 years | 3 years |
Risk free rate | 4.2% | 3.7% | 3.7% |
Dividend yield | 2.9% | 3.4% | 3.5% |
Weighted average fair value per option | 323.1p | 270.3p | 263.9p |
The additional grant relates to shares provided as part of a one-off compensation arrangement.
2025 | 2024 | |||
Weighted average | 2025 | Weighted average | 2024 | |
exercise price | Shares | exercise price | Shares | |
(pence) | (number) | (pence) | (number) | |
Combined Incentive Plan | ||||
Outstanding at start of the year | — | — | — | — |
Granted | — | 760,477 | — | — |
Forfeited | — | — | — | — |
Exercised | — | — | — | — |
Outstanding at end of year | — | 760,477 | — | — |
Exercisable at end of year | — | — | — | — |
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135
29. Share-based payments
continued
Share schemes
continued
(iv) Combined Incentive Plan
continued
The fair value of options granted during the year has been estimated using the Black-Scholes model. The principal assumptions used in the
calculation were as follows:
2025 | |
Combined Incentive Plan | |
Share price at date of grant | 333.8p |
Exercise price | — |
Expected life | 3 years 3 months |
Risk free rate | 4.0% |
Dividend yield | 3.1% |
Weighted average fair value per option | 303.96p |
Group:
2025 | 2024 | |
£m | £m | |
Balance brought forward | (3.3) | (2.6) |
Purchase of own shares | (0.3) | (0.7) |
Balance carried forward | (3.6) | (3.3) |
Company:
2025 | 2024 | |
£m | £m | |
Balance brought forward | (3.0) | (2.4) |
Purchase of own shares | (0.3) | (0.6) |
Balance carried forward | (3.3) | (3.0) |
The EBT was settled by the Company pursuant to a trust deed entered into between the Company and Intertrust Employee Benefit Trustee
Limited (the ‘Trustee’). The Company has the power to remove the Trustee and appoint a new Trustee. The EBT is a discretionary settlement
and is used to satisfy awards made under the deferred bonus Share Option Plan.
The Trustee purchases existing Ordinary Shares in the market, and the amount held in the EBT reserve represents the purchase cost of IHP
shares held to satisfy options awarded under the deferred bonus Share Option Plan. IHP is considered to be the sponsoring entity of the EBT,
and the assets and liabilities of the EBT are therefore recognised as those of IHP. Shares held in the trust are treated as own shares and shown
2025 | 2024 | |
£m | £m | |
Foreign exchange reserves | (0.3) | (0.1) |
Non-distributable merger reserve | 5.7 | 5.7 |
Foreign exchange reserves are gains/(losses) arising on retranslating the net assets of IAD Pty into sterling.
Non-distributable reserves relate to the non-distributable merger reserve held by one of the Company’s subsidiaries, IFAL, which is classified
Transactions with Group companies
During the year the Company entered into the following transactions with related parties within the Group:
2025 | 2024 | |
£m | £m | |
Service charges | (4.1) | (3.3) |
Interest expense | (0.4) | (0.6) |
Dividends received | 39.1 | 60.5 |
Share subscription | — | (15.0) |
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Notes to the financial statements
continued
For the year ended 30 September 2025
32. Related parties
continued
Transactions with Group companies
continued
At the year end the Company had the following intra-Group payables outstanding:
2025 | 2024 | |
£m | £m | |
ISL | 0.2 | 0.1 |
ILUK | 5.0 | 6.0 |
The amount owed to ISL represents the monthly service charge payable.
The amount owed to ILUK relates to a loan of £10 million issued in FY21, with interest charged at a commercial rate. The Company is paying
the loan off over ten years and made its annual payment of £1 million, plus accrued interest, during the year. The loan balance at year end
was £5 million.
All transactions with fellow Group companies are provided on an arm’s length basis.
Other than as disclosed below regarding the subsidiary audit exemption, the Group has not been given or received any guarantees during 2025
or 2024 regarding related party transactions.
Subsidiary audit exemptions
In accordance with section 479A of the Companies Act 2006, IHP has guaranteed the liabilities of the following subsidiary undertaking for
the financial year ended 30 September 2025:
IntegraFin Limited (IL)
Company registration number: 03756516
As a result, IL is exempt from the requirement to have its accounts audited under the provisions of section 479A.
IHP confirms that it has issued a guarantee under section 479C of the Companies Act 2006 in respect of all outstanding liabilities of this
subsidiary as at the end of the financial year.
Payments to key management personnel, defined as members of the IHP board of directors, are shown in the Remuneration Report. Key
management personnel of the Company received a total of £3.5 million (FY24: £3.6 million) in dividends during the year and benefited from
staff discounts for using the platform of £4k (FY24: £4k). The number of IHP shares held at the end of the year by key management personnel
Schrodinger Pty Ltd, the company which leases office space to IAD Pty in Melbourne, Australia, is considered a related party of the Company,
as Michael Howard has control or joint control of Schrodinger and is a member of the key management personnel (as a director) of the Company.
During the year IAD Pty paid Schrodinger £0.3 million (FY24: £0.3 million) in relation to the lease. The lease has been in place since April 2012
and was last renewed in May 2021.
ObjectMastery Services Pty Ltd (OM) provides the service of executive directors consultancy services to IAD Pty, and IAD Pty provides consultancy
and book-keeping services to OM. OM is considered a related party of the Company, as Michael Howard has control or joint control of it. IAD Pty
paid OM £40k (FY24: £68k) for services received during the year, all of which related to Michael Howard’s services (FY24: £42k). IAD Pty received
£54k (FY24: £45k) from OM for services provided during the year. IAD owed £4k to OM as at 30 September 2025 (30 September 2024: £1k).
Some specific assets in ILUK policyholder linked funds remain under review for potential remediation. As at 30 September 2024, the Group
recognised a provision of £0.5 million and disclosed a £2.4 million contingent liability in relation to this matter. However, following further analysis
and information received after the prior year-end, the provision has been reduced to £0.3 million, and the likelihood of an economic outflow is now
As per the Chair’s Statement on pages 2 and 3, and in line with the timing of dividend payments in previous years, a second interim dividend of
8.0 pence per share was declared on 16 December 2025. This dividend has not been accrued in the Consolidated Statement of Financial Position.
Subsequent to the reporting date, the Company injected additional capital of £1.0 million into T4A, its wholly owned subsidiary. The purpose of
this capital injection is to strengthen T4A’s financial position and support ongoing operational requirements. The transaction will be reflected in
During the year to 30 September 2025 the Company paid interim dividends of £34.8 million (FY24: £33.7 million) to shareholders.
Directors, Company details, advisers
Executive directors
Michael Howard
Alexander Scott
Euan Marshall
Non-executive directors
Richard Cranfield
Rita Dhut
Caroline Banszky
Victoria Cochrane
Robert Lister
Irene McDermott Brown
(appointed 1 January 2025)
Company Secretary
Helen Wakeford
Independent auditor
Ernst and Young LLP, 25 Churchill Place,
Canary Wharf, London E14 5EY
Solicitors
Eversheds Sutherland (International LLP),
One Wood Street, London EC2V 7WS
Corporate advisers
Peel Hunt LLP, 7th Floor 100 Liverpool Street,
London EC2M 2AT
Barclays Bank PLC, 1 Churchill Place,
Canary Wharf, London E14 5HP
Principal bankers
National Westminster Bank Plc,
250 Bishopsgate, London EC2M 4AA
Registrars
Equiniti Group plc, Sutherland House,
Russell Way, Crawley, West Sussex RH10 1UH
Registered office
Changed from 29 Clement’s Lane, London
EC4N 7AE to 4th Floor, 2 Gresham Street,
London EC2V 7AD on 5 September 2025.
Investor relations
Luke Carrivick 0207 608 5463
Website
www.integrafin.co.uk
Company number
8860879
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Annual Report 2025
Strategic report
Corporate governance
Other information
Financial statements
Glossary of terms
AGM
Annual General Meeting
API
Application Programming Interface
APM
Alternative performance measure
ARC
Audit and Risk Committee
CASS
Client Assets Sourcebook
CEO
Chief Executive Officer
CFD
Climate-related financial disclosures
CFO
Chief Financial Officer
CGUs
Cash generating units
CIP
Combined Incentive Plan
CISI
Chartered Institute for Securities & Investment
CRM
Client Relationship Management
CRO
Chief Risk Officer
DE&I
Diversity, equity and inclusion
DRP
Directors’ Remuneration Policy
DTR
Disclosure Guidance and Transparency Rules
sourcebook
EBT
Employee Benefit Trust
ECLs
Expected credit losses
EPS
Earnings per share
ESG
Environmental, social and governance
ESS
Environmental and social sustainability
ExCo
Executive Committee
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
FSB
Financial Stability Board
FSCS
Financial Services Compensation Scheme
FUD
Funds under direction
GHG
Greenhouse gas
GIA
General investment account
GRI Standards
Global Reporting Initiative Standards
Gross inflow
Gross new business onto the platform
HMRC
His Majesty’s Revenue and Customs
IAD
Integrated Application Development Pty Ltd
IASB
International Accounting Standards Board
ICARA
Internal Capital Adequacy and Risk Assessment
ICO
Information Commissioner’s Office
IFA
Independent Financial Adviser
IFAL
Integrated Financial Arrangements Ltd
IFPR
Investment Firms Prudential Regime
IFRS
International Financial Reporting Standards
IHP
IntegraFin Holdings Plc
ILInt
IntegraLife International Limited
ILUK
IntegraLife UK Limited
IoM FSA
Isle of Man Financial Services Authority
IPCC
Intergovernmental Panel on Climate Change
ISA
Individual savings account
ISAs (UK)
International Standards on Auditing (UK)
ISL
IntegraFin Services LTD
KPI
Key performance indicator
LTIP
Long-Term Incentive Plan
MPMs
Management-defined performance measures
Net inflow
Net new business onto the platform
NDCs
Nationally Determined Contributions
NGFS
Network for Greening the Financial System
NomCo
Nomination Committee
OEICs
Open-ended investment companies
OM
ObjectMastery Services Pty Limited
ORSA
Own Risk and Solvency Assessment
Outflow
Business leaving the platform
PBT
Profit before tax
PFS
Personal Finance Society
PRA
Prudential Regulation Authority
RCP
Representative Concentration Pathway
RCSA
Risk and control self-assessment
RemCo
Remuneration Committee
RMF/RMP
Risk management framework/policy
SCR
Solvency capital requirement
SECR
Streamlined Energy and Carbon Reporting
SID
Senior Independent Director
SIP
Share Incentive Plan
SIPP
Self-Invested Personal Pension
T4A
Time4Advice
TCFD
Task Force on Climate-related Financial Disclosures
TNFD
Taskforce on Nature-related Financial Disclosures
The Company
IntegraFin Holdings plc
The Group
IntegraFin Holdings plc and its subsidiaries
UN SDGs
United Nations Sustainable Development Goals
Strategic report
138
IntegraFin
Annual Report 2025
Corporate governance
Other information
Financial statements
Glossary of alternative performance measures (APMs)
Various APMs are referred to in the Annual Report, which are not defined by IFRS. They are used in order to provide better insight into the
performance of the Group. Further details are provided below.
APM
Financial data page reference
Definition and purpose
Operational performance measures
FUD
Data sourced internally
Calculated as the total market value of all cash and assets on the platform, valued
as at the respective year end.
Year end
2025
£bn
2024
£bn
Cash
6.0
5.1
Assets
68.2
59.0
FUD
74.2
64.1
% change on the previous year
16%
17%
Average daily FUD
2025
£bn
2024
£bn
Cash
5.6
4.6
Assets
62.2
55.0
FUD
67.8
59.6
% change on the previous year
14%
11%
The measurement of FUD is the primary driver of the largest component of the
Group’s revenue. FUD is used to derive the annual charge due to the Group.
These values are not reported within the financial statements or the
accompanying notes.
Gross inflows and
net inflows
Data sourced internally
Calculated as gross inflows onto the platform less outflows leaving the platform
by clients during the respective financial year.
Inflows and outflows are measured as the total market value of assets and cash
joining or leaving the platform.
2025
£bn
2024
£bn
Gross inflows
10.1
8.1
Outflows
5.7
5.6
Net inflows
4.4
2.5
% change on the previous year
76%
(7%)
The measurement of net inflows onto the platform shows the net movement of
cash and assets on the platform during the year. This directly contributes to FUD
and therefore revenue.
These values are not reported within the financial statements or the
accompanying notes.
Platform client numbers
Data sourced internally
Calculated as the total number of advisers or clients as at the financial year end.
Clients are calculated as the total number of clients on the platform.
CURO licence users calculated as the total number of chargeable core licence users
active on the CURO platform.
2025
2024
Clients
246,191
234,998
% increase
5%
2%
CURO licence users
3,395
3,098
% increase
10%
13%
This measurement is an indicator of our presence in the market.
These values are not reported within the financial statements or the
accompanying notes.
139
IntegraFin
Annual Report 2025
Strategic report
Corporate governance
Other information
Financial statements
Glossary of alternative performance measures (APMs)
continued
APM
Financial data page reference
Definition and purpose
Operational performance measures
continued
Client retention
Data sourced internally
Calculated as the total number of clients with a non-zero valuation present in the
final month of both financial periods, as a percentage of total clients in the current
financial period.
2025
2024
Client retention
95%
94%
This is a measurement of client loyalty and an indicator of customer satisfaction
with our services provided.
These values are not reported within the financial statements or the
accompanying notes.
Income statement measures
Non-underlying expenses
Consolidated Statement
of Comprehensive Income
Page 96
Calculated as costs which have been incurred outside of the ordinary course of
the business.
Non-underlying expenses
2025
£m
2024
£m
VAT costs
—
(0.1)
VAT interest
—
(0.4)
Deferred consider
0.6
2.1
Office move - overlapping occupancy costs
0.7
0.1
Office move - overlapping office depreciation
0.4
—
Impairment of goodwill and intangibles
7.5
—
Non-underlying expenses
9.2
1.7
Our non-underlying expenses represent costs which do not relate to our recurring
business operations and hence should be separated from operating expenses in the
income statement.
Underlying EPS
Financial Review
Pages 41 to 45
Calculated as profit after tax net of non-underlying expenses, divided by called up
equity share capital.
2025
£m
2024
£m
Profit after tax
51.3
52.1
Non-underlying administrative expenses
9.2
1.7
Non-underlying interest expense
0.5
—
Non-underlying net gain attributable to
policyholder returns
(3.4)
—
Non-underlying tax on ordinary activities
(0.1)
—
Underlying profit after tax
57.5
53.8
Divide by: called up equity share capital
3.3
3.3
Underlying EPS – diluted
17.4p
16.2p
Underlying PBT
Financial Review
Pages 41 to 45
Calculated as PBT net of non-underlying expenses and income.
2025
£m
2024
£m
PBT
69.1
68.9
Non-underlying expenses
9.2
1.7
Non-underlying interest expense
0.5
—
Non-underlying net gain attributable to
policyholder returns
(3.4)
—
Underlying PBT
75.4
70.6
Non-underlying expenses are broken down and explained above.
Non-underlying net gains attributable to policyholder returns relate to the one-off
release from policyholder reserves, in relation to cumulative amounts historically
recognised which are no longer expected to be paid.
Non-underlying interest expense relates to the overlapping IFRS 16 interest charged
on the lease of the new London office during the move.
Strategic report
140
IntegraFin
Annual Report 2025
Corporate governance
Other information
Financial statements
APM
Financial data page reference
Definition and purpose
Income statement measures
continued
Platform revenue margin
Financial Review
Pages 41 to 45
Calculated as platform revenue divided by average daily FUD for the year.
2025
2024
Platform revenue (£m)
151.8
140.0
Divide by: average daily FUD (£bn)
67.9
59.6
Revenue margin (bps)
22.4
23.5
PBT margin
Financial Review
Pages 41 to 45
Calculated as PBT divided by revenue.
2025
£m
2024
£m
PBT
69.1
68.9
Divide by: revenue
156.8
144.9
PBT margin
44%
48%
Cash flow measures
Shareholder returns
Consolidated Statement of
Comprehensive Income
Page 96
Calculated as dividend per share paid to shareholders, which relate to the respective
financial years.
2025
2024
First interim dividend
3.3p
3.2p
Second interim dividend
8.0p
7.2p
Shareholder returns
11.3p
10.4p
% increase on previous financial year
9%
2.0%
There are generally two dividend payments made relating to each financial year.
Shareholder returns is a measurement of the total cash dividend received by each
shareholder for each individual share held by them.
IntegraFin Holdings plc’s commitment to environmental issues is reflected in this Annual Report,
which has been printed on Amadeus Silk and Arena Extra White Smooth, an FSC
®
certified material.
This document was printed by Pureprint Group using its environmental print technology, with 99% of
dry waste diverted from landfill, minimising the impact of printing on the environment. The printer is
a CarbonNeutral
®
company. Both the printer and the paper mill are registered to ISO 14001.
Strategic report
Corporate governance
Other information
Financial statements
IntegraFin Holdings plc
4th Floor, 2 Gresham Street, London EC2V 7AD
Tel: (020) 7608 4900 Fax: (020) 7608 5300
Registered office: as above
Registered in England and Wales under number: 08860879
IntegraFin Holdings plc
Annual Report 2025