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Alfa Financial Software Holdings PLC
Annual Report and Accounts 2025
Broadening our
opportunity
strengthening
ourlead
page 2
page 27
pages 13-17
Alfa ESG:
alfasystems.com/en-eu/
about/sustainability
Strategic report
1 Key highlights
2 Our story
3 About Alfa
4 Business model
5 Investment case
6 CEO review
10 Market overview
12 Alfa Systems 6
13 Strategy in action
18 Key performance indicators
20 Financial review
24 Environmental, Social
andGovernance
28 Streamlined Energy and
Carbon Reporting
29 Non-financial and
Sustainability Information
Statement
30 Climate-related Financial
Disclosures
34 Risk management
37 Principal risks and
uncertainties
45 Engaging with our
stakeholders and Section
172 Statement
52 Viability statement
Corporate governance
55 Chairman’s introduction
56 Code of compliance
57 Board at a glance
58 Board of Directors
60 Company Leadership Team
61 Our governance framework
62 Board leadership and
Company purpose
63 Culture and values
64 The Board in action
66 Division of responsibilities
68 Composition, succession
andperformance
71 Nomination Committee
report
75 Audit and Risk Committee
report
82 Remuneration Committee
report
85 Annual report on
remuneration
99 Directors’ remuneration
policy
103 Directors’ report
107 Statement of Directors’
responsibilities
Financial statements
109 Independent auditor’s
report
116 Consolidated statement of
profit or lossand
comprehensive income
117 Consolidated statement of
financialposition
118 Consolidated statement of
changesinequity
119 Consolidated statement of
cash flows
120 Notes to the consolidated
financialstatements
148 Company statement of
financial position
149 Company statement of
changes in equity
150 Notes to the Company
financialstatements
Additional information
155 Five-year history
156 Shareholder information
Awards
We’re proud to have received several
industry awards in 2025 recognising our
innovation, growth, and impact.
Strategy in action
Our strategy comes to life through the
actions, initiatives, and results that drive
our business forward.
35 year timeline
Discover the story behind our journey
and the milestones that brought us here
as we marked our 35th birthday.
2025 was a year of outstanding financial and
operational performance.
The momentum and excitement generated by 2024’s launch
of Alfa Systems 6, together with eight new customer wins,
carried positively into 2025 and throughout the year.
Operational performance was excellent, with our Delivery
teams successfully supporting new implementations while
maintaining exceptional service for existing customers.
Following the major product launch we moved quickly to
thenext phase of innovation, committing substantial further
investment in key areas such as Originations, Fleet and
Commercial Finance. These enhancements not only expand
our ability to deliver value to current customers and markets,
but also open up opportunities in new ones.
35 years after Alfa was founded, our passion for innovation
and our commitment to our customers’ growth remain as
strong as ever – driven by an experienced, motivated and
truly impressive Alfa team.
Broadening our
opportunity
strengthening
ourlead
2021
£83.2m
£93.3m
£102.0m
£109.9m
£126.7m
2022 2023 2024 2025
2021
£24.7m
£29.6m
£30.1m
£34.3m
£40.1m
2022 2023 2024 2025
Revenue
£126.7m
Operating profit
£40.1m
Subscription revenue growth
+16%
2024: +18%
Total contract value
2
£227.5m
2024: £221.3m
Operating profit margin
31.6%
2024: 31.2%
NRR
3
109%
2024: 103%
EBITDA margin
34.3%
2024: 33.7%
Operating free cash flow conversion
4
97%
2024: 89%
1. At constant currencies. See “Definitions” on page 18 for
furtherinformation.
2. Total Contract Value. See “Definitions” on page 18 for further information.
3. Net Revenue Retention. Over the 12 months to 31 December 2025. See
“Definitions” on page 18 for further information.
4. Operating free cash flow conversion. See “Definitions” on page 18 for
furtherinformation.
+17%
1
+17%
+3%
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
1
Strategic report Additional informationCorporate governance
Financial statements
Key highlights
The early
years
35 years of Alfa
With 35 years’ experience in the auto and equipment finance
industries worldwide, Alfa has grown and developed
considerably as the decades have passed.
The
present
day
Founded as CHP Consulting.
Alfa Systems v3
First live customer
Alfa Systems v4
First Asia-Pacific customer
1990
1995
1992
2003
2004
2009
2010
2011
2016
2017
Alfa Systems v5
First US customer
First pan-European customer
Rebranded to Alfa
First live Alfa Cloud customer
Listed on the London Stock Exchange
2021
2024
Transition to subscription model
100 colleagues in the US
500 colleagues globally
Alfa Systems 6
Alfa now
527
global headcount
32
live customers
37
countries
97%
retention
Single-tenant SaaS deployment
Immediate availability
Alfa Start accelerators as a template
Simplified, rich APIs
Broad market reach
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
2
Strategic report Additional informationCorporate governance
Financial statements
Our story
Becoming
Alfa
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Alfa Systems’ class-leading SaaS platform is at the
heart of the world’s most progressive asset finance
operations across global markets.
A single platform supports finance
operationsglobally.
Alfa’s business model combines powerful software, deep
expertise and proven delivery to support today’s markets
whileenabling future growth. Core functions serve today’s
Serviceable Addressable Market across wholesale, originations,
servicing and collections, while also supporting fleet and US
auto originations. Great people, strong culture and innovation
enable expansion into Target Addressable Markets through
continued investment and partnership.
Powering future-ready
asset finance
Customer type
Customers’ markets
52%
34%
60%
40%
Banks
Captives
Auto Equipment
14% Independents
Our model:
how we create value
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
3
Strategic report Additional informationCorporate governance
Financial statements
About Alfa
From definition to delivery, Alfa Systems
enablescustomers to modernise operations,
accelerate growth and build lasting value
throughasingle, intelligent, global platform.
Customer journey –
Performance through
partnership
Definition and partnership
Delivery work can start under
Letters of Engagement and before
full contracts are signed. This could
be for paid for Project Readiness
Assessments or Definition work.
Small subscription revenues may be
generated from test environments.
Implementation and early
go-lives
As the project gets fully underway
client and Alfa teams increase in
size so delivery revenues increase.
The client may identify some
changes to the software they would
like and so Software Engineering
revenues are generated.
Assuming a Minimum Viable
Product approach small portfolios
may go-live so subscription
revenues tick up.
Expansion and multiple go-lives
Building on the successful pilot, Alfa
supports multi–country roll outs for
the client.
The system scales effortlessly
tohandle increased volumes,
supported by our modular pillars.
Go-live completion and
optimisation
All initial development is complete
before final go-live so software
engineering revenues drop to zero.
Delivery teams continue supporting
post go-live.
Contracts have now reached the
full run rate and so subscription
levels now at ongoing levels.
Ongoing partnership
Delivery revenues continue,
supporting the client with
regularupgrades, new module
implementations, portfolio
migrations, supporting corporate
activity (eg M&A).
Subscription revenues rise with CPI
and also with increased volumes
and incremental module sales
Illustrative customer revenue profile
Software development
Contract signed
Ongoing servicesImplementation, multiple go-livesDefinition
Portfolio increases
Final go live
Customer revenues
Software Engineering
Delivery
Subscription
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
4
Strategic report Additional informationCorporate governance
Financial statements
Business model in action
A strong
investment
Our differentiated model combines
market opportunity, exceptional
technology, delivery excellence and
aculture that attracts and retains
outstanding people.
Our CTO on technology
A deep dive into Alfa’s technology
withCTO Andrew Flegg and CEO
AndrewDenton. alfasystems.com/
news-and-insights/2025_cto_tech
Revenue
£127m
+15%
Operating profit
£40m
+17%
Op. Profit margin
32%
+0%
Dividends paid
£26m
+18%
Employee engagement
83%
+1%
A platform shaped
byexperience
Alfa Systems is the result of decades
offocused development alongside the
world’s leading asset and automotive
finance providers, empowering users
totailor processes to their business.
A proven, living asset
Our IP is not static; it grows in capability
and value with every implementation.
Insights gained from 35+ years of
delivery inform each new release,
creating a virtuous cycle of improvement.
Continuous innovation
We reinvest consistently in the
product–£37.7 million in 2025 alone –
toensure Alfa Systems remains the
benchmark for capability, efficiency
andperformance.
Technically outstanding
Alfa Systems is a cloud-native, secure
SaaS and integrates seamlessly into
customers’ digital ecosystems. The
platform is extensible and modular,
meaning it can evolve without disruption
as new functionality is required.
Returns – delivering value
• Recurring revenues from subscriptions
nowrepresent 34% of total, with continued
strong growth.
• Operating profit margin of 32% and
consistent cash conversion (97%) underline
financial strength.
• Robust balance sheet supports regular
dividends and investment in future growth.
Markets – enduring opportunity
• Operates in a massive diversified global
market with large, established customers
and growing digital demand.
• High barriers to entry: complex, regulated
industries and mission-critical software
withfew credible competitors.
• Growth supported by push and pull
factors– regulatory change, sustainability
pressures, digital transformation, and
customer expectations for cloud-based
flexibility.
• Proven across 37 countries, with both large
and niche players operating successfully on
asingle system.
Product – Our
exceptional IP
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
5
Strategic report Additional informationCorporate governance
Financial statements
Investment case
Delivery
excellence and
growing our
addressable
markets
Business review
Strong strategic progress
Alfa is an enterprise software and delivery
company. Our strategy for creating long-term,
sustainable business value is to:
• Strengthen – grow our differentiation of
market leading people, product and delivery
• Scale – increase our capacity for developing
and delivering Alfa Systems and extend
ourreach
• Sell – enable profitable growth by focusing
on Alfa Cloud, Subscription revenues and
incremental sales in our chosen markets
• Simplify – enable more concurrent
implementations, more efficiently by
simplifying our product, delivery and
processes and utilising Alfa Start
In 2025 we continued to make significant
strategic progress, at the same time as
delivering strong results.
• Subscription growth – our strong sequential
growth in Subscription revenues has
continued
• Product development – continued progress
particularly in the areas of US Auto
Originations, Commercial Finance and Fleet,
increasing the Target and Serviceable
Addressable Markets
• Delivering Alfa Systems 6 (“AS6”) – we have
shown the frictionless upgrade nature of AS6
for our customers, with 20 of them now live
• Incremental sales – we have streamlined
theprocess of module launches thereby
enabling growth in incremental sales
Over the years we have made
deliberate and considered technical
architecture decisions so that we
have a pure cloud-native product
that is robust at volume, yet flexible
enough to continue to benefit from
integrating or interfacing with the
latest technologies, including AI. This
is not only driving improvements
and innovation for our customers
it is allowing us to increase our
addressable markets and expand
ourcompetitive advantage.
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
6
Strategic report Additional informationCorporate governance
Financial statements
CEO review
In 2025 we continued to increase our functional
lead over our competition with further releases
of Alfa Systems 6 and developing new modules
to cover US Auto Originations, Fleet and
Commercial Finance.
We have continued to grow the Company and
have increased our access to talent pools by
establishing a smart hub in Poland, while
maintaining the extremely strong Alfa culture.
Our diversification across end markets and
customers means that our top five customers
now account for a third of our revenues, five
years ago they were nearly two-thirds of
ourbusiness.
Our delivery excellence remains a key
differentiator for us, and this has continued
in2025 with 35 delivery events in the year.
Our customer retention is extremely high.
Since the cloud-native version of Alfa Systems
was launched in 2010, no customer has ever
moved off an implemented modern version
ofAlfa onto a rival system.
AI and Alfa – Focused, Practical and
Value creating
Alfa views AI as an enabler of greater efficiency
and customer value rather than a disruptor
ofits business model. Our approach is
deliberately pragmatic and grounded in real
use cases that enhance productivity, delivery
efficiency and product capability.
We focus our AI strategy on four areas:
1. AI literacy across the organisation, ensuring
our people can responsibly and effectively
leverage new tools.
2. Internal efficiencies, using AI to streamline
processes, reduce manual effort and
improve operational scalability, including in
software development.
3. Delivery acceleration, applying AI to reduce
implementation costs and timelines for
customers.
4. Product enhancements, embedding AI
where it solves specific customer challenges
and improves automation, insight and
decision support.
Alfa’s business model and product architecture
provide a strong foundation for long term AI
resilience and Alfa is well placed to benefit
from advances in AI technology:
• Deep functional domain capability makes
replication of Alfa Systems by generic AI
models impractical.
• Contract volume based pricing, rather than
peruser models, ensure AI driven headcount
reductions at customers will not impact
Alfa’srevenues.
• Advances in the use of generic AI automation
tooling will be predicated on and governed
by our enterprise software:
• Alfa provides a vast, well-structured data
framework that is based on a deep
understanding of the complex enterprise
context in which we operate. Our deeply
embedded, enterprise-wide software
provides encoded institutional knowledge
and system of record. Alfa Systems serves
customers’ line of business in an
extremely complex market.
• Our regulated customer base requires
embedded, deterministic workflow and
ledger transactions with clear audit trails
and predictable interactions within a
complex landscape. This does not favour
ungoverned AI outputs acting alone. In
thiscontext standardisation, compliance,
reliability, reversibility, integration, speed,
authority models, security and specific
industry practice matter much more than
generic automation.
• Enterprise software implementation projects
within highly complex and regulated
environments are necessarily huge business
change exercises. We see AI increasing
implementation efficiency, but not
eliminating the process. At Alfa we have an
unrivalled track record of delivery of these
projects in intricate and interconnected
contexts and where competitors consistently
struggle. This is a key aspect of our
differentiation.
• Alfa’s market-leading technology stack and
architecture, alongside an expansive and
culturally embedded innovation agenda
ensure that Alfa Systems is well positioned
tomaximise the potential of AI technology
asit evolves.
Strong growth driven by fast growing
Subscription revenues
Financial performance was strong with
continued growth in revenue and profit.
Revenue was up 15% to £126.7m
(2024: £109.9m) at actual exchange rates
orup17% at constant currency rates.
Subscription revenues continued to grow
strongly, up 16% year on year, driven by growth
from existing customers along with new
customers. In 2025 we started to see strong
growth in Subscription revenues from
customers won in 2024.
Delivery revenues were up 15% to £63.5m
(2024: £55.0m), with growth in2025
accelerating from 2024 as the implementation
of new projects we won in Q42024 ramped up.
Software Engineering revenue growth overall
was up 13% versus 2024 finishing the year at
£19.6m (2024: £17.4m), but with a very different
phasing than last year. This year revenue was
stronger in H1 than H2, due to stronger demand
for customer-led development, whichwas the
opposite of 2024. Software Engineering revenues
are dependent on the stage of implementation
work and the maturity of the product in the
markets it is being implemented into.
We delivered strong growth in operating profit,
increasing 17% to £40.1m (2024: £34.3m) on the
back of the 15% growth in revenues at a gross
margin of 63.7% (2024: 64.5%). Slower growth
in SG&A resulted in an improved operating
margin of 31.6% (2024: 31.2%). Cash conversion
in the year was 97% (2024: 89%) at the upper
end of our expected range of 90% –100%.
Wefinished the period with cash of £26.4m
(31 Dec 2024: £20.5m) and no borrowings.
Excellent level of TCV supporting
future growth
Our definition of a “win” and consequently the
stage at which projects are included in TCV is
only once full contract packs are signed.
CEO review continued
Sometimes contract packs are signed before
we start work with a new customer, sometimes
they are negotiated as implementation is
underway and in extremis they may only be
signed shortly before go-live. Customer
preference can therefore impact the number of
wins in any one year and therefore impact the
level of TCV.
During 2025 we signed contract packs with one
customer, but we were working with – and being
paid by – five out ofthe ten customers in the
late-stage pipeline. Overall TCV of £227.5m was
up 3% versus last year (2024: £221.3m) with
particularly strong growth in our Subscription
TCV. Demand for chargeable Software
Engineering development can vary depending
on the mix of business weare implementing at
any point in time. InFY26 we expect a greater
proportion ofimplementations to follow a
simpler deployment pattern with less bespoke
requirements, which reduces chargeable
development but typically accelerates time
tofull Subscription run rate.
Our top five customer concentration has
significantly reduced to 33% of our revenues in
2025, compared with 61% in 2019. Our largest
customer represented 9% of our revenues in
2025. The stickiness of our customers on our
modern software is demonstrated by NRR of
109% (2024: 103%) and the fact that since we
went live in 2010 with version 5 of our software
we have only lost two customers after go-live,
one was bought by another Alfa customer and
the other exited asset finance.
Delivery and Software
Engineeringagility
2025 was a busy year for Delivery with 35
go-live events. At the end of 2025 we had 20
customers on Alfa Systems 6. We continue to
focus on simplifying and increasing the speed
of our implementations so that we can deliver
more concurrent implementations and Alfa
Cloud is a key factor in facilitating smooth
go-lives. To service this growing customer base
and to ensure that we have a model that can
scale with this growth we have opened a smart
hub in Poland. While the initial focus for
recruitment here is to support the growth in
Cloud operations, we may also use it to find
additional talent for Software Engineering
andDelivery.
The progress we have made with our
simplification objective now enables us to have
one team support multiple customers. We have
established Central Delivery Teams in the UK and
USA and these have grown in importance as part
of our overall support to clients. For example, in
EMEA we have nearly doubled the number of
people in the team, they now support 13 clients
and delivered eight of the upgrades in the year.
This has halved the average age of client versions,
providing a better service to the clients and at the
same time making it easier for us to maintain.
A key lever in simplifying our implementations
is Alfa Start both as a complete package but
also as an accelerator for more complex
implementations. In 2025 we continued to
invest across UK Equipment, US Auto, US
Equipment and APAC Start. In 2026 we will also
invest into Euro Start with an initial focus on
Germany as we see this as a market of growing
strategic importance for us.
Investment in product
We continue to invest to maintain and increase
our technology leadership in the market. We
invested £37.7m into the further development
of our software in 2025 (2024: £37.1m).
Ourinvestment was focused on US Auto
Originations, Fleet and Commercial Finance.
These will increase both the proportion of our
market that we can access as well as the size of
our total addressable market. We made good
progress and benefited from working closely
with customers in all three areas, which is our
preferred way of making investments, as it
ensures that we create software that is a great
fit for the market as a whole.
Fleet and US Auto Originations functionality
allows us to immediately access an additional
part of our existing Target Addressable Market
in asset finance, increasing the Serviceable
Addressable Market.
The Commercial Finance market is something
we have been developing for a while and
investment in this area will continue into next
year and beyond. Our initial focus is to work
with customers in the asset finance market
who have Commercial Finance offerings and
we have seen keen interest in exploring our
new syndications functionality. In the longer
term, this will open up a brand new
addressable market of stand-alone
Commercial Finance customers, meaningfully
increasing our Target Addressable Market.
We will continue to invest in all three areas in 2026
along with improving our Point of Sale and Portal
capability along with investing in Architecture to
simplify the process for expanding the use of AI by
Alfa Systems customers to truly embed AI as part
of our SaaS solution.
Headcount growth, supported by
strong retention
To deliver the growth in the business we
continued to recruit both graduates and
experienced hires in 2025, with the biggest
increase in the US, where average headcount
was up 20% compared with 2024. Headcount
inthe UK has increased 38% over the last two
years. The success in focusing on maintaining
our culture across the business can be seen
from continued high retention rates of 97%
(2024: 96%). The combination of our
recruitment and high retention has resulted
inheadcount at the end of the year being up
5%at 527 (2024: 502) with average headcount in
the period of 516 (2024: 485) up 6% on last year.
Capital return
We remain a highly cash-generative business,
with cash conversion of 97% in 2025
(2024: 89%). We expect cash conversion
toaverage 90 – 100% over time. We are
committed to investing in our product and
people to ensure that we continue to offer
market leading solutions and excellent delivery
and service to our customers.
Our mechanism for returning capital is the
payment of a regular, ordinary final dividend
and we have a policy to grow this progressively.
We will also consider special dividends when
we have excess capital.
CEO review continued
1
2,4
3
Notwithstanding the return of £26.0m excess
cash to shareholders during the year through
ordinary and special dividends, an increase of
£3.9m on 2024, we ended the year with cash
increasing by £5.9m to £26.4m. As such, the
Board has today proposed an ordinary dividend
of 1.5 pence per share, up 7%, with an ex-
dividend date of 28 May 2026, a record date of
29 May 2026 and a payment date of 26 June
2026. The ordinary dividend would amount to a
total payment of c.£4.4m. In addition, the Board
has decided to declare a special dividend of 3.1
pence per share, up 29% on the special dividend
declared this time last year, with an ex-dividend
date of 30 April 2026, a record date of 1 May
2026 and a payment date of 29 May 2026.
Thespecial dividend would amount to a total
payment of c.£9.2m.
Stable market conditions
We have seen over the last few years that
despite a difficult and at times volatile
macro-economic environment the asset
finance market and demand for software
within ithasremained robust.
With regards to winning future customers,
webenefit by not being dependent on any one
particular market. Alfa Systems is operational in
37 countries; in automotive finance, equipment
finance and wholesale and loan finance; for
OEMs, banks and independents and across all
asset classes. This breadth and diversity has
helped insulate us from any underlying
economic uncertainty in any individual market.
The market itself is relatively robust and our
software once installed with customers is even
more resilient to changes as it is mission critical
for our customers’ businesses – in effect being
heart and lungs software which cannot be
easily replaced.
Strong pipeline
At the end of the year our late-stage pipeline
remains strong with 10 prospects, up from
eight at the start of 2025. We are the preferred
supplier with eight of these and have started
working under letters of engagement with five.
The pipeline includes a good balance across all
regions with four in EMEA (including UK), with
three each in the Americas and AsiaPac. There
is also a good spread across Auto and
Equipment and between OEM and banks.
2025 continued the trend of macro uncertainty
but our pipeline remained strong and we
continue to see good levels of activity in
theearly-stage pipeline, showing that the
buying dynamics of the market remain
largelyunchanged.
We remain confident in both the demand for
our best-in-class software and our ability to
win work in the market.
Sustainability
We remain committed to our sustainability
activities and this was recognised by winning
the Corporate Social Award at the Asset
Finance Connect Summer Awards and our
inclusion in the FTSE4Good Index. We have
provided work experience for a social mobility
charity, social talks and events and fund-raising
activities which were driven by the energy and
enthusiasm of our Alfa Communities.
Customer Journey Case Study: Mercedes-Benz
1
  Mercedes-Benz began its Alfa Systems
journey in North America in 2014,
supporting its truck finance operations
across the United States and Canada,
before adding car finance in 2016.
2
  In 2022, Alfa Systems was
implementedinGermany to
supportnewleasing business,
establishing a modern platform
andscalable blueprint.
3
  Building on the strong partnership,
product performance and delivery
success for North American operations,
Alfa Systems was then implemented for
Mercedes-Benz Mexico in 2023, to
support new car finance business.
4
  Leveraging the proven German blueprint
for new banking business, Alfa Systems
enabled migration and consolidation of
legacy systems onto a single platform.
We also have invested in improving the
accessibility of Alfa Systems, particularly for
those using screen readers. This involved
automated testing but also a lot of manual
testing and judgement to gauge how
understandable the screens are. Great
progress has been made in 2025 but there is
more work to be done to ensure all parts of the
system are at the level we want.
Outlook
We continue to maintain a very healthy sales
pipeline and are encouraged by the activity in
the earlier stages of the pipeline. For 2026 we
expect strong Subscription revenue growth
andgood Delivery revenue growth. Over recent
years we have been very successful in growing
our US business so that it now accounts for 45%
of our revenues, which at current exchange
rates creates a headwind for growth in our
reported results. Overall, despite the impact
ofcurrency headwinds and wider macro
uncertainty, we expect to see good revenue
growth in 2026 and beyond.
Andrew Denton
Chief Executive Officer
11 March 2026
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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CEO review continued
The asset finance market remains resilient across various macroeconomic
environments. In contrast, the asset finance software market is more sensitive
tospecific industry push and pull factors.
What pushes customers to change systems?
Push factors
What pulls customers to choose Alfa Systems?
Pull factors
Software not fit for purpose
with high cost of ownership
Software as a business enabler
and driver of innovation
Regulatory and cyber-
security requirements
Complying with regulatory
changes and maintaining
robust cyber defences is
non-negotiable, forcing
companies off legacy systems.
Expedite digitalisation
Customers expect modern
systems with user-friendly
interfaces and prompt
response times.
Increased ownership cost
Maintaining systems running
on old equipment becomes
increasingly expensive, forcing
companies to seek ways to
minimise their OpEx and
CapEx costs.
Growth in AI and
MLadoption
To maximise the benefits of
new technologies, systems
need to be well-architected
with intuitive design.
Poorly integrated
pointsolutions
Years of building around
legacy systems create
complex architectures, prone
to errors and increasingly
difficult to maintain.
Business agility
and flexibility
Modern businesses require
flexibility and agility to launch
new products and compete
effectively.
Inefficient workflows and
low automation
‘Swivel-chair’ entry across
multiple systems with
inefficient workflow drives up
OpEx costs and is increasingly
difficult to scale.
Exposure to
green technologies
Sustainable technologies drive
the need for new revenue
streams whilst accounting for
their own carbon footprint.
Addressable software market
$3.4bn
1
1. A Deloitte view of the asset finance software industry, 2022.
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Financial statements
Market overview
Existing Alfa markets Addressable Market Expansion Adjacent Market Expansion
Market
Alfa
clients
Alfa
position
 
United States
 Europe   Australia, NZ & RoW  Originations  Commercial Finance
Automotive Automotive
• One of the largest auto
finance markets
• Large auto finance players
with high volumes and scale
• In addition to asset finance
servicing, originations is a
substantial market
• Larger, international players
dominate the market and
require multi-country and
multi-jurisdictional features
• Asset lifecycle and support
for new sustainable business
(e.g. fleet) models needed
• The rest of the world,
excluding Asia, makes up
lessthan 4% of world asset
finance volumes, with
Australia and New Zealand
making up the majority of
this market
• Finance companies willing to
invest in Originations platforms
to make use of new technology to
increase automation and speed
of response
• Alfa currently supports end-to-
end originations at scale globally
in diverse clients in Auto and
Equipment
• Alfa working alongside key
customers in Auto and
Equipment finance to enhance
offering of key, flexible
functionality in targetmarkets
with biggest opportunities
• Multiple trillion USD market
• Expanding into adjacent market
with some of the same players
who invest in asset finance who
could be used as a soft route into
the market
• Modernisation of the commercial
finance market is driven by the
need for automation and
increased efficiency of processes
as private credit players increase
competition
• The variability and complexity
associated with commercial loans
and finance make Alfa Systems
the ideal fit
Equipment Equipment
• Private credit entering this
attractive market and
partnering or acquiring older
equipment finance
• Diversification into more
complex financial product
structures related to
commercial finance
• Some larger, cross-border
finance providers but more,
smaller, local players within
single countries
• Ability to quickly adapt new
pricing models is key
• Support for sustainability
features is important
• 5 of the USA’s top 10 auto
lenders
• 2 of the USA’s top
3equipment lessors
• 3 of the UK’s top 5
equipmentlessors
• 2 of Australia’s top 5 asset
finance lenders
• In live production in
SouthAfrica with
consumerand commercial
finance portfolios
• Strong interest in originations
from existing clients and
prospects, with some clients
already using the product
• Some of Alfa’s largest equipment
finance clients invest in wider
commercial finance products,
allowing us to learn and expand
within this client base
• Alfa is the de facto go-to company in US Auto and UK
Equipment, with very strong presences in other markets
• We use one system across all markets and are unique in having
capability across all markets
• We have different competitors in each market
• Alfa provides exceptional high-volume asset support ensuring
stability, scalability and robust performance
• Multi-country and multi-
jurisdictional capabilities
make Alfa Systems ideal for
international asset finance
players, converting complex
processes into efficient,
configurable workflows
• Alfa has launched originations
product, which covers direct and
indirect lending, from quoting
tofunding
• Alfa has invested in commercial
finance revolving credit facilities
and syndications functionality
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Financial statements
Market overview continued
Expansion of product and into new markets
Founded on six pillars, 2024’s iteration of the Alfa Systems software platform delivers
important changes in performance and function, helping financeproviders tackle the
significant challenges they face, and seize the lucrative opportunities that lie waiting.
Efficiency
Scalability
Total capability
Intelligent
automation
Collaborative
ecosystem
Sustainability
• Fully optimised user experience via
Compose, Alfa’s redesigned UX framework.
• Personalised screen design and improved
navigation for faster decision-making and
reduced processing time.
• Streamlines operational workflows across
originations, servicing and collections.
• Cloud-native, always-on SaaS platform
enabling global, multi-entity operations
on a single system.
• Handles multiple jurisdictions, currencies
and accounting standards simultaneously.
• Built for continuous availability and large
volume processing without performance
degradation.
• End-to-end functionality across the full asset
finance lifecycle – originations, servicing,
collections and accounting.
• Supports all asset types and finance
products (retail, commercial, fleet,
wholesale).
• Embedded accounting engine providing
financial coherence across processes.
• Advanced workflow automation driven by
AIand rules-based decisioning.
• Includes AskThea, an AI assistant supporting
customer service and operational queries.
• Enables faster approvals, data validation and
exception handling.
• Functionality to model new ESG-linked
business structures, such as usage-based
finance and sustainability-linked assets.
• Tools to help customers meet net-zero and
regulatory reporting requirements.
• Flexible data architecture enabling
disclosure and analytics on sustainability
metrics.
• Open, extensible architecture with modern
APIs for seamless integration with third
partytools.
• Supports connectivity to data, analytics
andpayment platforms through Alfa’s
partner network.
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Financial statements
Alfa Systems 6
Our strategy for creating long-term, sustainable business value is:
Everything we do supports our growth and strategy
Strengthen
Grow our differentiation of market-
leading People, Product and
Deliveryby:
• Investing in our smart,
diverseteam;
• Investing in our product; and
• Investing in our delivery
methodology and tooling.
Read more on page 14
Sell
Enable profitable growth by
focusingon:
• Alfa Systems on Alfa Cloud;
• Subscription revenue;
• Incremental sales;
• Commitment to our chosen
targetmarkets.
Read more on page 15
Scale
Increase our capacity for developing
and delivering Alfa Systems, and
extend our reach, by:
• Developing our smart,
diverseteam;
• Leveraging global talent sources to
enhance our competitive position;
• Growing our partner ecosystem;
• Expanding our addressable market;
• Enabling partner led delivery of
AlfaStart.
Read more on page 16
Simplify
Enable more concurrent Alfa Systems
implementations, moreefficiently, by:
• Simplifying our product;
• Simplifying our implementations;
• Simplifying our processes
acrossour organisation;
• Expanding our Alfa Start offering.
Read more on page 17
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Financial statements
Strategy in action
27
30
32
2023
2024
2025
Strengthen
2025 highlights
People
This year we strengthened and expanded our diverse
globalteam supporting the recruitment of 51 new hires. We
introduced Continuous Conversations, transforming our pay
and promotion approach to deliver more meaningful, ongoing
feedback and clearer career development pathways for all. We
achieved the Investors in People re-certification at gold status
and reinforced our culture through a global focus on Innovation,
Inclusion and Collaboration. We also launched senior leadership
development to grow capability across allregions.
Product
During this year we have focused on increasing the resilience of
the Alfa Systems software to encourage clients to upgrade and
gain access to new functionality. By supporting broader product
ranges and processes, this is key to increased client satisfaction.
This also allows Alfa to benefit from economies of scale, as more
customers move to the same version of the software.
Delivery
Building on last year we have further strengthened our Delivery
capabilities by launching our new Alfa Recon tool to support
large portfolio migrations. We have also enhanced our Portfolio
Load solution to facilitate portfolio acquisitions and low-volume
migrations in further markets.
Our Alfa Start capabilities have expanded significantly with
therelease of our EU and Australian Start products, while we
continue to invest significantly in our UK Equipment and US
Auto Start offerings. This has been supported by increased
recruitment and investment in our Delivery workforce.
* This investment is calculated based on the total time spent by people in our Product Engineering team working
onAlfa Systems product either for specific customer developments, which are largely chargeable, or internal
investment and enhancement of the product. It does not include time spent on implementing or maintaining and
supporting systems for customers. It includes salary costs and a full overhead allocation, and includes amounts
shown as R&D expense and costs that have been capitalised.
1. Not including customers on v4 Alfa Systems.
Plans
People
Next year we will launch a comprehensive
listening strategy to deepen cultural alignment,
strengthen two-way trust, and ensure
employee feedback directly informs our
approach to culture, leadership development
and the wider Alfa experience for colleagues.
Product
In 2026 we will be investing in further increased
performance and efficiency of the Alfa Systems
platform. This will allow operational savings for
Alfa and our customers running AlfaSystems.
Delivery
We intend to enhance our configuration
management options to further streamline our
implementations for our customers, as well as
continuing to invest in our award winning
out-of-the-box solutions.
AskThea
Providing access to Alfa’s rich product
documentation, this GenAI tool now has
over 300 monthly active users (MAU).
They use it to understand how to
configure, operate and integrate with
Alfa Systems to achieve their business
outcomes, accelerating delivery.
Grow our differentiation of
market-leading People, Product
andDelivery, by:
• Investing in our smart, diverse team;
• Investing in our product;
• Investing in our delivery methodology
and tooling.
Investment in product*
£38m
2024: £37m
# of live customers, over time
1
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Strategic report Additional informationCorporate governance
Financial statements
Strategy
31%
34%
34%
2023
2024
2025
Sell
2025 highlights
Marketing
2025’s global campaign was spearheaded by The SaaS Chronicles,
a branching-path story about digital transformation in book and
interactive form, and the centrepiece of a successful events
programme. There were new campaigns for fleet finance,
syndication and Alfa Start for European and Australasian
markets, as well as extended media coverage for Alfa Cloud’s
data resilience concept, Data Guardian. Additional campaigns
supported commercial finance, equipment finance and
originations in US auto. All were enhanced by extensive
thought leadership and podcast content.
New modules
Over 2025 we have developed and launched four new modules
tomeet our objective of selling into adjacent markets and
providing quality optional add-ons for current clients.
The Syndication product module was launched in the
autumnand has received interest via a range of markets and
use cases, as increased capital requirements require clients to
offset morerisk.
The Master Agreement product module was launched in
November as part of the initiative to sell into the Commercial
and Fleet markets. This has been built primarily for auto fleets
but has inbuilt flexibility to allow further use cases in
commercial finance and bulk equipment.
Subscription
Ensuring that our customers can upgrade regularly to the
latest version of Alfa Systems and benefit continually from our
ongoing investment in the platform is vital. We strive to make
this process as smooth as possible operationally, and to support
our customers in delivering regular upgrades. As part of this
initiative, we have been developing a new subscription-based
service, providing customers with Alfa expertise to support
their upgrade activities when needed, with costs being spread
on a subscription basis.
Plans
The continued evolution of the Alfa Systems
product, alongside the release of new modules
in 2025, brings further opportunities for
ourcustomers to adopt more of the latest
features through incremental module sales.
Additionally, we will look to capitalise on our
investment in tangential markets, such as
commercial finance and automotive fleet,
delivering a strong go-to-market strategy.
Alfa Compose
We’ve continued to invest in Compose,
adding three newly supported screen
entities and growing the library of
available screen components by over
athird. Finally, we’ve entered a new era
of field-level composability, introducing
functionality to enable our customers
tobuild their own, fully bespoke
librarycards.
Enable profitable growth by focusing on:
• Alfa Systems on Alfa Cloud;
• Subscription revenue;
• Incremental sales;
• Commitment to our chosen
targetmarkets.
Subscription revenue share
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Strategic report Additional informationCorporate governance
Financial statements
Strategy continued
475
502
527
2023
2024
2025
Scale
2025 highlights
Market expansion
In 2025, we made strong progress in developing Minimum
Demoable Products across fleet, commercial finance and
USauto originations, using demos mid-year to gather client
feedback and iterate on development scope. Building on this,
we have subsequently developed Minimum Sellable Products
for these three key initiatives, working closely with clients
ineach case to mitigate risk while expanding into adjacent
marketsto grow our Total Addressable Market in support of
our2030 objectives.
Recruitment
We successfully scaled recruitment to support the launch of our
new Polish Smarthub, hiring our first colleagues in Poland and
expanding our global footprint. Our recruitment efforts aligned
closely with our cultural priorities, helping us grow a diverse
team. We ensure new joiners experience structured modular
onboarding and meaningful feedback from the start.
Leadership development initiatives also improved readiness
across teams, supporting sustainable growth as we continue
toscale internationally.
Partnering
In 2025 we increased our partner utilisation across both EMEA
and North America, and submitted two joint bids with Systems
Integrations (SI) partners. To support the training needs of
smaller or newer SI partners, we initiated partner training
courses for mixed SI groups. In addition, we launched a new SI
partner portal platform providing the latest information on the
Alfa Systems product, our delivery methodology, upcoming
training opportunities and product news.
Plans
Market expansion
In 2026 we will continue to invest in key
initiatives to facilitate sales into the new,
adjacent markets. This will focus on feedback
from clients and prospects to enhance
saleability of the product.
Recruitment
In the coming year, we will build on our global
recruitment foundation by strengthening
talent pipelines, continuously improving
candidate experience and aligning hiring
strategies with our cultural priorities and
long-term growth plans.
Partnering
We intend to launch a tiered SI partner
programme with formal accreditation,
establish a technology partner ecosystem
programme and roll out additional partner
training modules. We also plan to commence
our first Partner-Led Delivery and will actively
evaluate potential new partners to further
strengthen our partner ecosystem and expand
market coverage.
Commercial Finance
In 2025 Alfa launched into the Commercial
Finance market in EMEA and the UK.
Building upon Alfa’s powerful workflow
and servicing platform, we marketed our
syndication functionality and automation
to drive efficiencies. We made our first
incremental sales and are developing a
GoTo Market strategy for further progress
in 2026.
Increase our capacity for developing and
delivering Alfa Systems, and extend our
reach, by:
• Developing our smart, diverse team;
• Leveraging global talent sources to
enhance our competitive position;
• Growing our partner ecosystem;
• Expanding our addressable market;
• Enabling partner-led delivery of
AlfaStart.
Ongoing partner-assisted projects
12
2024: 8
Global headcount
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Financial statements
Strategy continued
16
21
27
2023
2024
2025
Simplify
2025 highlights
Alfa Start for US
Auto Finance
We continue to invest in Alfa Start for US Auto Finance to further
simplify projects and reduce implementation timeframes
through both specific initiatives and continuous improvement.
In 2025 we have applied feedback from project teams currently
implementing Alfa Start, configured and documented new
business processes, and created robust scripts on which
process definition workshops can be run directly. We also
progressed the planned initiative to create an integration
library, complementing out-of-the-box industry integrations,
byidentifying and documenting an initial tranche.
Alfa Start for US
Equipment
Finance
2025 has seen the continued development of our Alfa Start
product for this market. Alfa Investment in master lease
agreements, bulk asset, commercial loans and syndications
hassimplified and expanded support for key lines of business,
allowing us to offer more out of the box. Our Portfolio Load
functionality, a key component of simplified implementations,
has been put into practice with a US equipment customer.
Data Migration
In 2025, we launched Alfa Recon, a scalable tool that securely
stores reconciliation data from the Alfa Migration Suite and
provides instant reporting and visualisation through Amazon
Quick Suite. Users can filter, compare and categorise results,
supporting up to a billion records per migration run. Migrations
for Alfa-hosted clients are now part of a fully managed Alfa
Cloud service, streamlining environment provisioning, secure
data transfer and execution. Finally, we continued to simplify
and enhance key elements of migration implementation.
Testing
Alfa One adoption and regression reduction were key focus
areas in 2025. Alfa One is our standardised deployment
model,designed to bring consistency and predictability to
implementations and upgrades. Alongside this, regression
reduction initiatives introduced automated detection,
anti-pattern rules, and improved coverage insights, helping
toreduce brittle tests and identify risks earlier.
Plans
Alfa Start for US Auto Finance
In 2026 we will further reduce the work
required to implement Alfa Start by configuring
business processes to optionally use the
integrations documented this year. Three Alfa
Startclients moving into implementation will
provide more feedback to further improve
themethodology.
Alfa Start for US Equipment Finance
We intend to incorporate continued wider
product improvements into our Alfa Start
methodology, such as configuration
management. We’ll also explore expanding
ouroffering to include our latest originations
functionality, offering our customers end-to-
end support within Alfa Start.
European Alfa Start Accelerator
In 2025 Alfa launched another Alfa Start
Accelerator in Europe. This is designed
toenable a faster implementation of a
single country rollout in Germany or the
Netherlands based on our experiences
with European equipment clients. It is
available in German, with pre-configured
processes and full documentation.
Enable more concurrent Alfa Systems
implementations, more efficiently, by:
• Simplifying our product;
• Simplifying our implementations;
• Simplifying our processes across
ourorganisation;
• Expanding our Alfa Start offering.
Alfa Start implementations can reach live
production in as little as 22 weeks
22
2024: 22
Clients on long-term supportbranches
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Strategic report Additional informationCorporate governance
Financial statements
Strategy continued
£165.3m
£221.3m
£227.5m
2023 2024 2025
97%
96%
97%
2023 2024 2025
82%
82%
83%
2023 2024 2025
Alfa measures a range of financial and operational metrics to help manage
business performance.
Definition and KPI calculationmethod
In considering the financial performance of the
business, the Directors and management use
keyperformance indicators (KPIs), some of which
are defined by IFRS and some of which are not
specifically defined by IFRS.
We have amended some of the KPIs thisyear
torecognise the transition toaSaaS business
model.We have deleted the Headcount KPI as a
growingproportion of our business isunrelated
toheadcount. We have addedAnnual Recurring
Revenue (ARR) and Net Revenue Retention (NRR),
which are common KPIs used by SaaS businesses.
We have decided to reduce the cash measures
from two to one, retaining the Operating free cash
flow conversion, but dropping the year end cash
balance as a KPI.
We believe that ARR, NRR and operatingfree
cash flow conversion arekey measures required
to assess our financial performance. These
measures are not defined by IFRS.
The most directly comparable IFRS measure for
operating free cash flowconversion is cash flows
from operations. The measure is not necessarily
comparable to similarly referenced measures
used by other companies. There are no similar
IFRS measures for ARR and NRR.
As a result, investors should not consider this
performance measure inisolation from, or as a
substitute analysis for, our results of operations
asdetermined in accordance with IFRS.
Total Contract Value (“TCV”): TCV is calculated
by analysing future contract revenue based on
the following components:
(i) an assumption of three years of Subscription
payments assuming these services continued
as planned (actual contract length varies
bycustomer);
(ii) the estimated remaining time to complete
Delivery and Software Engineering
deliverables within contracted software
implementations, and recognise deferred
licence amounts (which may not all be under
asigned statement of work); and
(iii) Pre-implementation and ongoing Delivery
and Software Engineering work which is
contracted under a statement of work.
As TCV is a reflection of future revenues, forward
looking exchange rates are used for the
conversion into GBP.
Employee retention rate: Represents the retention
of Alfa employees over the previous 12-month
period, excluding any managed staff attrition.
Employee engagement: The overall employee
engagement score is derived from quarterly
employee Pulse survey ratings based on the
questions “I am happy in my role” and “I would
recommend Alfa to a friend as an employer”. The
figures shown are forthe last survey of the year.
Annual Recurring Revenue (ARR): Represents
the average value of customer subscription
contracts in the six months to the reporting
date,annualised.
Excludes any revenues that are one-time or, at
contract inception, not expected to be recurring
for a period more than 12 months.
Net Revenue Retention % (NRR): Measures the
percentage of recurring revenue retained from
customers over the last 12 months, including upsells
and expansions, and net of customer losses.
Operating free cash flow conversion:
Calculated as cash generated from operations,
less capital expenditures, less the principal
element of lease payments in respect of IFRS 16.
Operating free cash flow conversion represents
operating free cash flow generated as
aproportion of operating profit.
Constant currency: When the Company believes
it would be helpful for understanding trends in
its business, the Company provides percentage
increases or decreases in itsrevenues to
eliminate the effect of changes in currency
values. When trend information is expressed
herein “in constant currencies”, the comparative
results are derived by re-calculating comparative
non-GBP denominated revenues using the
average exchange rates of the comparable
months in the current reporting period.
Our strategic pillars
1
Strengthen
2
Sell
3
Scale
4
Simplify
Total contract value
£227.5m
Employee retention
rate
97%
Employee
engagement
83%
2025 performance
Following the very strong
growth in TCV in 2024
following eight customer
wins we saw more modest
growth in 2025. Subscription
TCV grew at 18%, continuing
the strong growth we
haveseen in recent years.
Delivery TCV was down 14%
however given the strength
of the late-stage pipeline
this is expected to increase
as these are converted into
wins. Software Engineering
TCV was down 42% due to
the mix of new projects
requiring less development
work.
Why do we measure this?
Helps to predict revenue
and the value of a contract
over its lifetime, which will
generally extend beyond
thecurrent financial year.
Linked to remuneration:
No
Links to strategic pillars:
1
2
3
4
2025 performance
Our continued focus on
nurturing our culture,
investing in our people
andtheir career growth
contributes to our high
retention. Identifying
interesting and challenging
opportunities for growth
provides variety and
challenge that is a key
contributor to retaining
ourpeople.
Why do we measure this?
Our deep expertise in the
industry and our ability
toservice our customer
relationships is driven by
the quality of our people.
Ahigher retention rate
demonstrates sustained
engagement and
maintenance of key
skillsandknowledge.
Linked to remuneration:
Yes
Links to strategic pillars:
1
3
2025 performance
Employee engagement has
remained high through the
year. We have continued to
focus on maintaining the
strong Alfa culture and
in2025 we rolled out
“Continuous Feedback”
which ensures more timely
and targeted feedback to
our people. They feel
listened to, informed, and
alongside the work that our
communities champion,
invested in making Alfa a
great place to work.
Why do we measure this?
Measures levels of
employee satisfaction and
connection tothe business.
There is a positive
correlation between
employee engagement and
business performance and
themetric should be a lead
indicator for retention
rateperformance.
Linked to remuneration:
Yes
Links to strategic pillars:
1
3
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
18
Strategic report Additional informationCorporate governance
Financial statements
Key performance indicators
£102.0m
£109.9m
£126.7m
2023 2024 2025
£32.8m
£38.2m
£43.9m
2023 2024 2025
103%
109%
2024
N/A
2023 2025
£30.1m
£34.3m
£40.1m
2023 2024 2025
29.6%
31.2%
31.6%
2023 2024 2025
115%
89%
97%
2023 2024 2025
Group revenue
£126.7m
Annual Recurring
Revenue (ARR)
£43.9m
Net Revenue
Retention (NRR)
109%
Operating profit
£40.1m
Operating profit
margin
31.6%
Operating free cash
flow conversion
97%
2025 performance
Group revenue grew by 15%
(17% on constant currency
basis), with strong growth
across all of our revenue
streams. Subscription
revenues continued their
strong growth over the last
few years, up 16%, driven by
a combination of growth
with existing clients as well
as new customers. Delivery
revenue was 15% up on
lastyear, with Software
Engineering up 13% both
driven by new customers
won in 2024.
Why do we measure this?
Growing revenue is a
measure of customer and
business success. It is
central to our objective of
growing by maintaining
ourleading competitive
position through
differentiation of People,
Product and Delivery.
Linked to remuneration:
Yes
Links to strategic pillars:
1
2
3
4
2025 performance
ARR grew strongly in the
yearup 15% to £43.9m.
Ourcontinued strategy of
focusing the company on
delivering subscription
revenue growth is working.
Why do we measure this?
It is a standard industry
measure which software
companies use showing
theperformance in growing
the subscription size of
thebusiness.
Linked to remuneration:
Yes
Links to strategic pillars:
1
3
2025 performance
NRR of 109% was driven by
the loss of no customers
along with growth with
existing customers,
particularly those new
customers where revenues
are continuing to ramp up
before reaching full run rate.
Why do we measure this?
It is a standard industry
measure which software
companies use, showing the
level of growth in existing
customers, netted off the
level of customer losses.
SaaSproducts are often
associated with high churn
rates, and this is a measure
designed to assess that.
Linked to remuneration:
Yes
Links to strategic pillars:
1
3
2025 performance
Operating profit grew 17%
from last year as a result
of15% growth in revenues
with slightly lower growth in
net operating expenses.
Why do we measure this?
Operating profit is an
indicator of the Group’s
profitability. It can be used
toanalyse the Group’s core
operational performance
without the costs of capital
structure and tax expenses
impacting profit.
Linked to remuneration:
Yes
Links to strategic pillars:
1
2
3
4
2025 performance
Operating profit margin
increased to 31.6% for the
year. The margin benefited
from the impact of the
£1.5m gain from FX hedges
which impacted operating
profit only and not revenue.
Why do we measure this?
Operating profit margin is a
measure of how effectively
we sell Alfa Systems and
manage our cost base. It
also allows comparison
across different companies
and sectors.
Linked to remuneration:
Yes
Links to strategic pillars:
1
2
3
4
2025 performance
Operating free cash flow
conversion for 2025 was
97%, which is at the upper
end of our guidance range
of 90% – 100%.
Why do we measure this?
A strong unencumbered
balance sheet position is
keyto growing the business
in thefuture. Our business
has always been cash
generative and this KPI
allows us to monitor cash
flows before investment in
capital projects.
Linked to remuneration:
No
Links to strategic pillars:
1
2
3
4
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
19
Strategic report Additional informationCorporate governance
Financial statements
Key performance indicators continued
Strong growth,
Subscription
revenues
up16%
2025 was a year of strong growth
across all revenue streams, generating
high quality earnings and excellent
cash generation.
Financial results
£m 2025 2024 Movement
Revenue 126.7 109.9 15%
Gross profit 80.7 70.9 14%
Operating
profit 40.1 34.3 17%
Profit
before tax 40.1 34.1 18%
Taxation (10.0) (8.5) 18%
Profit for
the period 30.1 25.6 18%
Basic EPS 10.19p 8.68p 17%
Diluted EPS 10.14p 8.56p 18%
Revenues increased by 15% or £16.8m to
£126.7m in the 12 months ended 31 December
2025 (2024: £109.9m), with growth at constant
currency stronger at 17%. Revenues grew very
strongly in the Americas, up 23% on the back
ofsome large customer wins over the last
18 months, and now account for 45%
(2024: 42%) of revenues.
Gross profit increased to £80.7m
(2024: £70.9m) up £9.8m, with gross margin at
63.7% (2024: 64.5%) with the decrease in gross
margin due to software capitalisation of £5.0m
(2024: £5.3m) remaining in line with last year
and so dropping as a percentage of revenue.
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
20
Strategic report Additional informationCorporate governance
Financial statements
Financial review
Sales, general and administrative expenses
increased to £41.0m (2024: £36.6m) largely due
to increased headcount and salary increases
along with increased profit share payout
resulting from increased profits. Gains on
foreign exchange forward contracts of £1.5m
(2024: £0.3m gain) partially offset this.
Overall operating profit increased by 17% to
£40.1m (2024: £34.3m) with profit before tax
of£40.1m (2024: £34.1m).
The Effective Tax Rate (“ETR”) for 2025 was
24.9% (2024: 24.9%) in line with last year. Profit
for the period was £30.1m (2024: £25.6m).
Revenue
Revenue
– bytype
£m 2025 2024
Movement
%
Subscription 43.6 37.5 16%
Software
Engineering 19.6 17.4 13%
Delivery 63.5 55.0 15%
Total revenue 126.7 109.9 15%
Subscription – Continuing strong
growth in Subscription revenues
Subscription revenues arise from revenues
from SaaS and other recurring services.
Overall Subscription revenues increased
strongly by 16% to £43.6m (2024: £37.5m)
withthe strongest growth arising from new
customers not yet live along with growth from
existing customers. Subscription customers
now total 42 (2024: 39) of which 22 are on Alfa
Cloud, 15 are on their own private cloud, 2
areon v4 of Alfa and 3 are in the late-stage
pipeline. Of the 22 customers on Alfa Cloud,
sixare not yet live as they are currently in
implementation. Subscription revenues
account for 34% of overall revenues
(2024: 34%).
Subscription revenue
£43.6m
£31.8m
£43.6m
£37.5m
+16%
+18%
50
40
30
20
10
0
£m
2023 2024 2025
We have a single-tenant SaaS solution. We and
our customers benefit from asingle standard
code-set and database, but with multi-layer
data segregation as opposed to code-based
segregation used in multi-tenant SaaS models.
One of the big benefits of this approach is that
customers can control their release cycles
rather than having an upgrade timetable
dictated to them.
Our SaaS services are ISO 27001 and ISO 27018
certified and SOC1 and SOC2 audited to
confirm compliance with controls around data
security and availability. Given the mission-
critical nature of our systems for our
customers, having such third-party verification
of our compliance with these standards is a key
selling point.
Software Engineering – as expected a
reduction in chargeable work in H2
following a very strong H1
Software Engineering revenues largely
arise from chargeable development work
for new and existing customers, along
with some perpetual licence recognition.
Software Engineering revenues for the year
increased by 13%. In 2025 the biggest growth
came from chargeable development revenue
from new customers up £2.8m to £8.7m
(2024: £5.9m). Following the transition to
SaaSonly sales, perpetual customised licence
recognition is now a relatively small part of our
business, with revenue of £2.8m in the period
(2024: £3.3m). There were one-off licence
revenues of £0.9m (2024: £0.8m).
Our strategy is to continue to develop our
software, to ensure that we meet and exceed
customer and market needs as they evolve and
as the regulatory and commercial environment
continues to change. We have the industry
leading software and we continue to invest
toincrease that lead, through a balance of
customer funded development and self-funded
development.
Delivery – Continuing strong
deliveryexecution
Delivery revenues arise from work for
existing customers delivering new
modules, upgrades, migrations and
otherservices, aswell as work with
newcustomers on project definition
andimplementation of AlfaSystems.
We entered the year with a record level of TCV,
and with the new implementation projects
getting underway we saw strong growth
inDelivery revenues up 15% to £63.5m
(2024: £55.0m). This growth was driven by the
11 new customers in implementation not yet
live where revenues were up £11.5m to £27.8m
(2024: 16.3m). These projects are multi-year
projects with go-lives in subsequent years and
as customers progress from paid pipeline work
through definition and into implementation,
Delivery revenues increase.
Total revenues from existing customers,
including V4 to V5/AS6 upgrades was £35.7m
(2024: £38.7m). Revenue from V4 to V5/AS6
upgrades was £9.6m (2024: £6.4m). As V4 to V5/
AS6 projects are replaced by new projects this
will further boost Subscription revenues due to
the higher incremental Subscription revenues
they will generate in the future.
We had 35 delivery events in the year which
was significantly up on the 26 delivered in 2024
and matched the record 35 delivered in 2023.
Customers continued to upgrade onto AS6 and
by the end of 2025 there were 20 customers on
AS6. There were three go-lives during the year.
Financial review continued
In September there was an important v4
toAS6go-live in the Nordics for a European
Equipment OEM who we hope to further roll
out Alfa into new territories in the coming
years. In October an existing Australian client
opened their doors to a brand new business in
New Zealand in under 10 months from starting
definition work. This rapid implementation
wasonly possible by using our new APAC Start
accelerator. In December we went live with
aUK Bank, using UK Equipment Start as
anaccelerator, although there are further
phasesbefore it will have the full run rate
ofcontracts loaded.
In 2025 staff augmentation partners accounted
for 8% (2024: 8%) of the chargeable days
delivered to clients. During 2025 we worked on
our US Auto Start product using the knowledge
gained from existing US auto projects, with an
aim of targeting the Tier 3 US Auto Finance
market with PLD.
Total Contract Value (TCV)
TCV – by stream
£m 2025 2024
Movement
%
Subscription 161.5 136.7 18%
Software
Engineering 14.2 24.6 (42)%
Delivery 51.8 60.0 (14)%
Total TCV 227.5 221.3 3%
Total contract value (TCV) at 31 December 2025
was £227.5m (31 December 2024: £221.3m).
There was strong growth in Subscription TCV
which grew as Subscription revenues from
customers in implementation started to
increase. Software Engineering and Delivery
TCV were down, as a lot of the new projects in
implementation have worked through their
backlog. As contracts get converted out of
thelate-stage pipeline we will see increases
inDelivery TCV, although the nature of the
projects mean that we are not expecting a
significant increase in the Software
EngineeringTCV.
TCV – by stream
for next
12months
£m 2025 2024
Movement
%
Subscription 49.5 41.9 18%
Software
Engineering 8.8 13.5 (35)%
Delivery 39.9 40.3 (1)%
Total TCV 98.2 95.7 3%
Of the TCV at 31 December 2025, £98.2m
(2024: £95.7m) is currently anticipated to
convert into revenue within the next 12 months.
The Subscription portion increased 18% to
£49.5m (2024: £41.9m). Software Engineering
TCV, was down 35% to £8.8m (2024: £13.5m)
and Delivery TCV slightly down 1% to £39.9m
(2024: £40.3m). As noted above as new
contracts convert from the late-stage pipeline
we expect the Delivery TCV to increase.
Operating profit
The Group’s operating profit increased by
£5.8m to £40.1m in 2025 (2024: £34.3m)
reflecting the £16.8m increase in revenue
offset by cost increases of £11.0m.
Headcount numbers were up 5% at
31 December 2025 at 527 (2024: 502), with
average headcount of 516 up 6% on last year
(2024: 485). Staff retention remained very high
at 97%.
Expenses – net
£m 2025 2024
Movement
%
Cost of sales 46.0 39.0 18%
Sales, general and
administrative
expenses 41.0 36.6 12%
Other income (0.4) 0.0 –
Total expenses
– net 86.6 75.6 15%
Cost of sales increased by £7.0m to £46.0m
(2024: £39.0m) to support the growth in the
business. This was due to higher headcount
and salary costs along with increased hosting
costs from the increasing scale of that
business. Capitalised investment into the
product remained in line with last year.
Sales, general and administrative (SG&A)
increased to £41.0m in the year (2024: £36.6m).
Salary costs were up 9% in the period to
£15.7m (2024: £14.4m). Profit Share Pay,
including employer’s costs, in the period was
£5.0m (2024: £4.2m). Share-based payment
charges increased from last year to £1.9m
(2024: £1.4m). Depreciation and amortisation
increased to £3.3m (2024: £2.7m) as a result of
increased intangible asset amortisation. Gains
on forward currency contracts increased to
£1.5m (2024: £0.3m). Other foreign currency
gains/losses were a loss of £0.7m (2024: £0.2m
gain). Other costs totalling £15.9m increased
10% on last year (2024: £14.4m) with employee
benefits, principally healthcare costs, up 25%
along with smaller increases elsewhere as a
result of the growth in the business.
Other income increased from £0.0m last year
to £0.4m this year due to increases in UK R&D
Expenditure credit (RDEC).
Profit before tax
Overall profit before tax of £40.1m was up 18%
on last year (2024: £34.1m). Net finance costs
were £nil (2024: £0.2m).
Profit for the period
Profit after taxation increased by £4.5m, or
18%, to £30.1m (2024: £25.6m). The Effective
Tax Rate for 2025 remained at 24.9%
(2024: 24.9%).
Earnings per share
Basic earnings per share increased by 17%
to10.19 pence (2024: 8.68 pence). Diluted
earnings per share increased by 18% to
10.14pence (2024: 8.56 pence).
Cash flow
Cash generated from operations was up to
£44.5m (2024: £37.3m) with the key factor
being a very strong receivables performance,
which reduced slightly from last year end
despite increased revenues. Net cash
generated from operating activities was
£37.2m (2024: £28.4m) with tax payments of
£6.6m down on the £8.2m for 2024 largely due
to the recovery of Corporate Tax receivable
from last year.
Cash (including the effect of exchange rate
changes) increased by £5.9m to £26.4m
at31 December 2025, from £20.5m at
31 December 2024. There was £37.2m of
netcash generated from operating activities
(2024: £28.4m). Total dividends paid in the year,
Financial review continued
being the ordinary and two special dividends,
increased by 18% to £26.0m (2024: £22.1m).
Purchases of own shares in the period were
£0.9m (2024: £0.7m) purely for shares into
theEmployee Benefit Trust. Net capital
expenditure of £5.4m was slightly down on
lastyear (2024: £5.6m) with investment into
theproduct slightly down on last year to £5.0m
(2024: £5.3m) and with other capex of £0.4m
(2024: £0.3m).
Operating free cash flow
conversion
£m 2025 2024
Cash generated from
operations 44.5 37.3
Adjusted for:
Capital expenditure (5.4) (5.6)
Principal element of the
leasepayments in respect
ofIFRS 16 (0.1) (1.3)
Operating free cash flow 39.0 30.4
Operating profit 40.1 34.3
Operating free cash flow
conversion 97% 89%
The Group’s Operating Free Cash Flow
Conversion (FCF) of 97% (2024: 89%) was up
onlast year and better than expected due to
higher receipts at year end.
Balance sheet
The significant movements in the Group’s
balance sheet, aside from the cash balance
which is described above, from 31 December
2024 to 31 December 2025 are detailed below.
Trade receivables decreased slightly from £8.6m
at 31 December 2024 to £8.5m at 31 December
2025. They remain extremely tightly controlled
with overdue debtors only £0.7m (2024: £0.5m)
and these are all within 30days overdue. All of
the year end receivables have now been collected.
Accrued income was up on last year end at
£5.5m (31 December 2024: £4.7m). Corporation
tax recoverable of £0.7m was down on last year
(31 December 2024: £2.8m) due to settlements
received related to R&D claims.
Trade and other payables balance increased by
£1.5m to £13.2m (31 December 2024: £11.7m)
which was driven primarily increased amounts
due relating to payroll, including profit share.
Contract liabilities relating to software licences
increased slightly to £9.2m (31 December
2024: £8.1m). Contract liabilities from
deferredmaintenance decreased to £4.7m
(31 December 2024: £7.6m) as more customers
moved onto monthly Subscription payments.
Going concern
The financial statements are prepared on
thegoing concern basis. This is considered
appropriate due to the reasons stated in note
1.1 to the consolidated financial statements.
Subsequent events and related parties
There have been no subsequent events that
require disclosure. Details about related party
transactions are disclosed in note 31 to the
consolidated financial statements.
Duncan Magrath
Chief Financial Officer
11 March 2026
Alfa’s 2025 marketing campaign: The SaaS Chronicles
Our 2025 marketing campaign took on a
creative departure this year. Its centrepiece,
The SaaS Chronicles, is a ‘branching path’
adventure book that takes its reader
through a digital transformation project,
viaa series of tricky decisions.
Placed in charge of an enterprise SaaS
implementation, the reader must navigate
ten chapters – on key areas such as delivery
approach, architecture, integration, data
security and more – and shape the outcome
of their project.
Choices range from a detailed, fully bespoke
implementation to a fast-tracked route
powered by Alfa Start. Make the right calls
and you deliver a successful transformation.
Make the wrong ones and face the
consequences…
Devised, crowdsourced, written and
designed by Alfa colleagues, The SaaS
Chronicles takes a playful, tongue-in-cheek
approach while remaining genuinely
informative; subtly weaving in the real-
world experience and expertise that make
up the Alfa proposition, and demonstrating
that a successful transformation is about far
more than just picking a platform.
Drawing exceptional and sustained positive
feedback from prospects, customers and
even competitors, Chronicles has helped us
educate senior decision-makers, generate
and rekindle leads, and stand out in a
crowded market.
Financial review continued
ESG at Alfa: big
company impact,
small company feel
In 2025, we continued to integrate
ESGprinciples into our strategy,
day-to-day operations and approach
toinnovation. Alfa takes a holistic view
of sustainability, recognising that it is
inseparable from the way we build our
product, support people, and impact
the planet.
In addition to the ESG overview in the next few
pages of this Annual Report, we are pleased to
release the third edition of our Sustainability
Progress Report. Introduced in 2023, this report
provides a deeper insight into the initiatives
delivering meaningful impact across People,
Planet and Product. Whether advancing an
inclusive workplace, lowering our carbon
footprint or developing sustainable technology
solutions, the full report highlights the scale and
reach of our efforts across the business.
To view the full Sustainability Progress
Report for 2025 please visit:
alfasystems.com/en-eu/about/
sustainability
In the following highlights pages you can
readabout:
• Our ongoing alignment with the UN
Sustainable Development Goals (SDGs) and
continued commitment as a UN Global
Compact (UNGC) signatory, reinforcing our
role as responsible corporate citizens.
• Details of People & Culture initiatives from
across 2025, which support employee
engagement, culture, recruitment and
retention.
• Gender Pay Gap reporting highlights,
demonstrating our commitment to
transparency, equity and inclusion.
• Updates on our carbon reduction and
energy efficiency progress, underscoring
ourdetermination to contribute to a
low-carbon future.
• Disclosures aligned with TCFD (Task Force
onClimate-related Financial Disclosures),
CFD (Climate-related Financial Disclosures)
andSECR (Streamlined Energy and
CarbonReporting).
ESG Governance
All Alfa’s ESG initiatives align with our five
chosen UN SDGs. Oversight is provided by
Alfa’s ESG Steering Committee, made up of
colleagues from across our global business,
including our Chief Financial Officer and Chief
People Officer. The committee meets monthly
to review progress, remove barriers and guide
the strategic direction of ESG at Alfa. We also
focus on the key areas identified by SASB as
materially impacting the software industry:
Energy Management, Customer Privacy, Data
Security, Employee Engagement, Diversity
andInclusion, Competitive Behaviour and
Systemic Risk Management.
We have embedded ESG factors into supplier
onboarding. Identifying suppliers, customers,
and charity partners that align with the
SDGsenables us to identify shared priorities
andvalues.
People
Employee sentiment remains strong with
employee engagement at 83% in the final
quarter of 2025. 86% of colleagues agree that
Alfa fosters an inclusive environment and 84%
feel they can be themselves at work.
Feedback continues to be invaluable and
encouraged across Alfa. The quarterly
engagement survey, Pulse, is continuously
refreshed with rotating review group
membership and new communications
summarising feedback themes alongside
actions taken. In 2026 we aim to expand our
listening strategy and encompass culture
themes throughout the year.
United Nations’ Sustainable
Development Goals and United
Nations Global Compact
Our five chosen United Nations
Sustainable Development Goals
(UNSDGs):
Gender Equality. Achieve
gender equality and empower
all women and girls.
Decent Work and Economic
Growth. Promote sustained,
inclusive and sustainable
economic growth, full and
productive employment and
decent work for all.
Reduced Inequalities. Reduce
inequality within and among
countries.
Responsible Consumption
and Production. Ensure
sustainable consumption
andproduction patterns.
Climate Action Take urgent
action to combat climate
change and its impacts.
Participation in the UN Global Compact
and the SDG Accelerator has broadened
our sustainability insight. In mid-2025 we
submitted our first Communication on
Progress to the UNGC, which includes the
CEO statement of continued support.
This reaffirms ourcommitment to the
Ten Principles and the Sustainable
Development Goals(SDGs).
Strategic report
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
24
Additional informationCorporate governance
Financial statements
Environmental, Social and Governance
We were delighted to recruit 51 new hires in
2025, 7 of whom are based in our new Polish
Smarthub in Gdansk.
Our employee-led Alfa Communities continue
to play an important role in shaping our
culture. Over the past year we’ve welcomed
new chairs and co-chairs, and we now bring
community leads together more frequently
tosupport collaboration and intersectional
initiatives.
Alongside our identity-based communities,
ourshared interest groups – including Reading
for Change, Alfa Creative, and Alfa Fitness
– demonstrate how wellbeing, personal
identity and professional life intersect to
createmeaningful connections across Alfa.
Towards the end of 2025 we were delighted
toannounce a new support group for
neurodiverse colleagues.
The People & Culture team worked to foster
Alfa’s culture throughout the year, focusing
oninnovation, collaboration and inclusion
atcompany conferences and events.
Alfa introduced Continuous Conversations,
transforming our pay and promotion
approachto deliver more meaningful,
ongoingfeedback and clearer career
development pathways for all. We also
launched senior leadership development
togrow capability across all regions.
Global Gender Pay Gap highlights
Median Pay Gap Mean Pay Gap
Pay Gap 2024 2025 2024 2025
Alfa 16.4% 18.2% 13.1% 15.0%
Our gender pay and bonus gap is largely
influenced by the composition of our
workforce and year-on-year changes driven
bynew joiners, leavers and organisational
change. As a technology organisation, this
hasresulted in some fluctuation in our pay
gapfigures over time.
Across the company, there are more men than
women at all levels. This reflects a wider UK
industry challenge, where fewer women enter
technology and STEM-related roles. In line
withthis trend, women remain more highly
represented in business and support functions
than in technology roles.
In 2025, our global gender pay gap increased
from 13.1% to 15.0%, and our UK gender pay
gap rose from 14.2% to 16.2%. The global
median pay gap increased from 16.4% to
18.2%, while the UK median pay gap remained
broadly stable (2024: 18.5%; 2025: 18.6%).
For more detail, please see our full Gender Pay
Gap report at alfasystems.com.
For information on the composition and
diversity demographics of Alfa’s Board, senior
management and all colleagues, see page 70.
Partnership with Code Your Future
In 2025 we launched a major new partnership
in EMEA with Code Your Future (CYF), a UK
nonprofit that provides free, volunteer-led
software development training for refugees,
asylum seekers and adults from disadvantaged
backgrounds. This partnership is a powerful
example of holistic sustainability in action.
CYF’s mission aligns directly with Alfa’s
valuesand technical expertise. Our Product
Engineering team has already collaborated
tosupport CYF’s launch of a Java curriculum,
leveraging Alfa’s unique internal Java course.
Opportunities extend beyond engineering; we
are expanding into CV support, mentoring and
non-technical volunteering accessible to all
Alfacolleagues.
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Environmental, Social and Governance continued
Volunteering
Everyone at Alfa receives three days each year
to use for volunteering. Volunteering activity
has accelerated organically across all regions
this year and it’s exciting to see the variety of
initiatives and causes that colleagues support.
Global community-led volunteering events
arecoordinated across US and EMEA teams,
and nature and biodiversity-focused activities
areundertaken. Individuals also get involved
with numerous sporting, skills-based and other
fundraising opportunities.
Charity Partnerships
Our EMEA partnership with Depaul UK
continues to be our most successful charity
collaboration to date. Depaul UK is a youth
homeless charity providing emergency
accommodation and shelter for young people
facing homelessness across the UK.
In the US we commenced a partnership with
Ronald Macdonald Charities House Detroit, an
organisation dedicated to providing essential
services that remove barriers, strengthen
families, and promote healing whenchildren
need healthcare.
In Australia our partner is Women’s and Girls’
Emergency Centre, a specialist homelessness
service for women and families escaping
domestic violence.
Forest & Bird, the country’s leading
independent conservation organisation,
isourcharity partner in New Zealand.
The total raised for our charity partners across
the year was: £35,596.
And the total including all other charitable
fundraising was: £75,266.
Product
Embedding ESG into Alfa Systems
We are committed to ensuring that Alfa
Systems and its associated SaaS capabilities
reflect our values around inclusivity,
responsibility and environmental impact.
While the Sustainability pillar of Alfa Systems 6
remains central, we have expanded our focus
this year to include digital accessibility,
responsible and inclusive AI, and
environmentally efficient product operations.
Accessibility as a Strategic Priority
In 2025 we intensified efforts to improve the
accessibility of Alfa Systems. Our goal is to
achieve meaningful compliance with WCAG
2.2Level AA across key user journeys.
A significant number of identified accessibility
issues have been resolved, with prioritisation
driven by real data from Alfa Cloud on the
mostfrequent user journeys. Accessibility
automation is now being integrated into our
test framework. In addition, accessibility
training will be rolled out to colleagues that
work with our product.
Accessibility improvements benefit all
usersand reinforce Alfa’s leadership role in
driving inclusive digital product design across
the industry.
Green Software and Sustainable
Operations
As we transition further to cloud-first and
expand AI adoption, we are focused on
managing environmental impacts in line with
our goal to reduce Scope 1, 2 and 3 emissions
by 90% by 2050.
We are addressing key questions around
AIandcloud sustainability, with plans for
agreensoftware and operations working
groupto deepen our sustainability
expertise,set operational standards and
guidedecision-making.
Planet
Progress toward Net Zero
In 2025, we retired approximately 4,500 tCO
2
of
carbon offsets from accredited programmes,
offsetting more than 100% of the Group’s total
reported emissions for the year.
These offsets are used as a complementary
measure and do not replace the Group’s
ongoing focus on reducing absolute emissions
in line with its decarbonisation strategy.
Alfa’s other planet-friendly initiatives continue
to support our goals. We recycle and repurpose
office IT equipment via KOcycle. Our employee
benefits align with ESG ambitions, such as the
electric vehicle salary sacrifice scheme. We’ve
conducted a Scope 3 supplier engagement pilot
to improve data quality, and our membership
in the UN Global Compact strengthens
alignment with international standards.
Looking Ahead: 2026 and Beyond
By 2026 we aim to demonstrate increased
maturity across all ESG pillars. Alfa aims for
more intentional intersectionality and
collaboration across communities, alongside
continued focus on cultural inclusivity and
equitable career development.
We expect to demonstrate improvements
inAlfa Systems accessibility, inclusion and
responsible AI, in tandem with further
integration of sustainability into Alfa Cloud
andinternal product operations.
Alfa also aims to formalise a credible, detailed
emissions reduction plan with clear pathways
for Scope 3.
Alfa’s goal is to progress from commitments
tomeaningful measurable outcomes,
demonstrating leadership within both our
sector and our client ecosystem.
Alfa’s latest Sustainability Progress Report
shares more on the great things we got up to
across2025.
Please visit: alfasystems.com/en-eu/
about/sustainability
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2025 Awards
We’re extremely proud to have won a plethora
of awards, both as an organisation and for
individuals earning well deserved industry
recognition.
• Tech Business of the Year, plc awards 2025
• Investors in People 2025: gold status
• Best Technology Platform of the Year & Best
Marketing Campaign of the Year for Alfa
Systems 6 at the GlobalData Automotive
Awards
• EDI Trailblazer winner, LeasingWorld Going
Further Gold Awards
• Social Award, Asset Finance Connect
Summer Awards 2025
• Top 20 in the DIAL Global Index 2025
• 2025 Monitor Best Company – Innovation
category
• 2025 Monitor NextGen Leader: Brittany
Hamilton
• 2025 Monitor Most Influential People,
Inclusivity: Kinna Pattani
• 2025 Monitor Top Women in Equipment
Finance: Kirsten Fleming
• The Leasing Foundation’s 30 Under 30 2025:
Selim Jedidi-Ayoub
Anti-Bribery and Corruption Policy
Sets out our zero-tolerance approach to all
forms of bribery and corruption and includes
guidance on the giving and receiving of gifts
and hospitality. In order to capture any
concerns that employees or external parties
may have in relation to bribery and corruption,
the policy highlights internal contacts who can
assist in any queries surrounding gifts and
hospitality or concerns around bribery
andcorruption.
Environmental Policy
Alfa is committed to minimising its
environmental impact by complying with
applicable environmental laws, measuring and
transparently reporting its environmental
performance, and operating its business in
asustainable and responsible manner. This
includes reducing energy consumption through
technology, promoting resource efficiency
across its offices and supply chain, and
engaging employees and stakeholders to
support sustainable practices.
Ethics and Code of Conduct
Alfa’s Ethics and Code of Conduct sets out a
zero-tolerance approach to dishonest and
unethical behaviour and provides clear
guidance on the legal and ethical standards
expected of all employees when conducting
Alfa business. The policy supports a positive
and open culture, protects Alfa’s reputation,
and encourages colleagues to speak up about
concerns without fear of retaliation.
Health and Safety Policy
Sets out the health, safety and welfare of our
employees, contractors, visitors and other
relevant stakeholders.
Modern slavery statement
Alfa is committed to respecting fundamental
human rights, including the prohibition of child
labour, forced labour and modern slavery, and
the protection of freedom of association. The
Group mitigates modern slavery risks through
supplier due diligence, adherence to the Alfa
Supplier Code of Conduct, and a focus on
responsible business practices, data
protection, inclusive product development
andsustainable supply chains.
Supplier Code of Conduct
Sets out the standards for our suppliers on
compliance, human rights, environmental
sustainability, business integrity, cybersecurity,
confidentiality, and information security.
Whistleblowing Policy
Sets out our whistleblowing procedures and
grievance mechanisms and is designed to
ensure that colleagues and other parties,
including contractors and third parties,
cansafely report any instances of poor
practicethrough internal channels or
anindependent organisation.
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Environmental, Social and Governance continued
The table below discloses the Group’s Streamlined Energy and Carbon Reporting.
2025 2024
***
Global
(inc. UK) UK only
Global
(not inc. UK)
Global
(inc. UK) UK only
Global
(not inc. UK)
Energy Consumption (kWh)
*****
Total Natural Gas Use 148,305 29,473 118,832 114,786 29,917 84,869
Total Company Fleet Use 2,252 2,252 – 1,063 697 365
Total Electricity Use 182,958 124,383 58,574 183,909 121,020 62,889
Total Energy Use 333,515 156,109 177,406 299,758 151,634 148,123
Scope 1 Carbon Emissions (tCO
2
e)
*****
Natural Gas 27 5 22 21 5 16
Car Fleet (petrol/diesel/hybrid) 0.25 0.25 – 0.08 – 0.08
Total Scope 1 Emissions 27 6 22 21 5 16
Scope 2 Carbon Emissions (tCO
2
e)
Purchased Electricity – Buildings (Location-Based) 47 22 25 49 25 24
Purchased Electricity – Electric Vehicles (Location-Based) 0.22 0.22 – 0.14 0.14 -
Purchased Electricity – (Market-Based)
**
– – – 0.39 0.14 0.25
Total Scope 2 Emissions (location-based) 47 22 25 49 25 24
Scope 3 Carbon Emissions (tCO
2
e)
*****
Category 1 – Purchases Goods & Services 1,862 * * 1,674 * *
Category 2 – Capital Goods 69 * * 45 * *
Category 3 – Fuel & Energy Related Activities 17 * * 18 * *
Category 4 – Upstream Transportation and Distribution 5 * * 9 * *
Category 5 – Waste Generated in Operations 9 * * 1 * *
Category 6 – Business Travel (Flights, rail, grey fleet, hotels and taxis) 1,427 * * 936 * *
Category 7 – Employee Commuting and Work From Home 270 * * 516 * *
Category 8 – Upstream Leased Assets 33 * * 73 * *
Total Scope 3 Emissions 3,692 * * 3,271 * *
Total Emissions (tCO
2
e)
Scope 1 27 6 22 21 5 16
Scope 2 (Location-Based) 47 22 25 49 25 24
Scope 2 (Market-Based)
**
0.22 0.22 – 0.39 0.14 0.25
Scope 3 3,692 * * 3,271 * *
Total Carbon Emissions (tCO
2
e) (location-based) 3,767 3,341
Total Revenue (£m) 127 * * 110 * *
Carbon Intensity ratio (tCO
2
e per £million)
****
0.6 * * 0.6 * *
* Breakdown beyond Global Emissions not calculated.
** Market-Based Scope 2 emissions are not included in final emissions inventory.
*** Our spend-based Scope 3 (Categories 1, 5 and 6) emissions for 2024 have been restated to reflect the use of the updated 2025 CEDA emissions factor database, which provides a more representative global dataset from 2023 onwards. In addition,
supplier-specific emissions in Category 1 were updated, and a refinement was made to address an identified estimation issue.
**** Carbon Intensity figure includes only global Scope 1 and 2 emissions.
***** Breakdown of total figures are rounded to the nearest whole number and may cause minor discrepancies. Total figures are accurate.
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Additional informationCorporate governance
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Streamlined Energy and Carbon Reporting
Methodology: As a quoted organisation, Alfa is required to report its energy use and carbon emissions in accordance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy
and Carbon Report) Regulations 2018. The data detailed in the tables below represents emissions and energy use for which Alfa is responsible, including energy use on its sites and fuel used in the
company fleet. Alfa has used the main requirements of the Greenhouse Gas Protocol Corporate Standard to calculate its emissions, along with the UK Government GHG Conversion Factors for
Company Reporting 2025. Part of Alfa’s Scope 3 emissions inventory was also calculated. This process included the use of UK Government GHG Conversion Factors for Company Reporting 2025,
IEAEmission Factors 2025 and CEDA 2025 Emission Factors. Any estimates included in Alfa’s totals are derived from actual data extrapolated to cover missing periods or from benchmarks.
Energy Efficiency Statement: We are committed to responsible carbon management and will practise energy efficiency throughout our organisation, wherever it is cost effective. We recognise
thatclimate change is one of the most serious environmental challenges currently threatening the global community and we understand we have a role to play in reducing greenhouse gas emissions.
During the year, we implemented the following initiatives to improve the Group’s energy efficiency, support progress against our SBTi targets, and reduce avoidable energy related emissions:
• Maintained renewable electricity supply across our offices, reflecting our continued focus on reducing the carbon intensity of our operations. This supports our longer term SBTi aligned emissions
reduction trajectory by ensuring that a greater share of our operational energy demand is met through low carbon sources;
• Ongoing support for virtual collaboration and consideration of travel requirements when hosting internal and external events, helping to reduce energy use associated with business travel; and
• Continued availability of salary sacrifice electric vehicle schemes, contributing to lower emissions compared with traditional company car arrangements.
Non-financial and Sustainability Information Statement
Information as required by regulation can be found on the following pages:
Environmental matters Pages 26, 28 to 33
Our employees Pages 24, 25 and 45
Social matters Pages 25 to 26
Human rights Page 27
Anti-corruption and anti-bribery Page 27
Climate-related disclosures Pages 28 to 33
Business model Page 4
KPIs Pages 18 to 19
Principal risks Pages 34 to 44
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Streamlined Energy and Carbon Reporting continued
Alfa has prepared these climate-related financial disclosures in accordance with the recommendations and recommended disclosures of the Task Force on Climate-related Financial Disclosures (TCFD)
and in compliance with the UK’s Climate-related Financial Disclosures (CFD) regulatory requirements (CFD applies to the Group for the first time in the current reporting period). We have based our
disclosures on the TCFD ‘Guidance for All Sectors’ and note that we do not operate in an industry for which the additional supplemental guidance applies. In determining materiality for climate-related
financial disclosures, the Group applies a qualitative assessment aligned with investor decision usefulness, and considers audit materiality thresholds (as disclosed on page 111) an appropriate
benchmark for judging the significance of potential climate impacts, while recognising that disclosure materiality under TCFD/CFD may differ from statutory audit materiality. We will continue to
assess our approach to ensure we remain relevant in what we measure and disclose. The organisational boundary for SECR reporting covers the entire Group, with all subsidiaries and operations
included in the emissions and energy usage disclosures.
Area Recommended disclosure Alfa disclosure
Governance
a) Describe the Board’s
oversightof climate-related
risks and opportunities.
The Board retains overall responsibility for climate oversight. The Audit and Risk Committee (page 75), considered climate matters at three 2025 meetings
(March, June and December), covering: (i) scenario analysis outcomes; (ii) updates on ESG-related risks; (iii) SECR results and methodology; and (iv)
regulatory developments (including the anticipated transition from TCFD to IFRS S2).
To support effective oversight, the Board keeps up to date on ongoing climate and sustainability training. In 2025, the Board attended a training session
on succeeding in sustainability, which highlighted the growing complexity of sustainability reporting, particularly in Europe, with increasing expectations
from investors and regulators.
The Board agreed with management’s view that climate-related risks are not material for Alfa in the near term, but recognises their growing strategic
relevance – particularly in relation to regulation, customer expectations and supply chain emissions. As these risks and opportunities evolve, the Board
expects to increase the depth and frequency of its oversight.
b) Describe management’s
rolein assessing and
managing climate-related
risks and opportunities.
The CEO has ultimate responsibility to the Board for climate-related matters. Day-to-day responsibility sits with the CFO, who is accountable for the
Group’s Environmental Policy, climate-related risk assessment and emissions reporting. The CFO reports regularly to the CEO and the Company
Leadership Team (CLT), and provided updates to the Audit and Risk Committee at three 2025 meetings (March, June and December). In 2025, the CFO
oversaw the work in a number of areas including the climate scenario analysis carried out (see page 32), a detailed review of the climate-related risks and
opportunities in the risk register, and the purchase of carbon offsets for projects that aligned with Alfa’s selected UN SDGs (page 24).
The CFO is supported by the ESG Steering Group, which comprises senior leaders from across the Group, including the Chief People Officer (CPO). The
ESGSteering Group is responsible for developing and delivering the Group’s ESG strategy, overseeing progress against key commitments, and ensuring
climate-related considerations are appropriately embedded across business functions. The ESG Steering Group discussed climate-related issues in four
meetings in 2025.
In addition, the Environmental Impact Team, a cross-functional group of employees from across the Group, supports the implementation of
environmental initiatives and employee engagement activities. This team plays an important role in driving operational initiatives and fostering a culture
of environmental awareness. Initiatives recommended by this team (and subsequently implemented at Alfa in 2025) include a variety of hands-on
community clean-ups and planting projects across our regions.
Management regularly engages with external advisors to support climate-related risk assessment, regulatory compliance and emissions reporting,
including in relation to SECR reporting, supplier emissions engagement and Science Based Targets initiative (SBTi) commitments. Management is kept up
to date on ESG matters in a number of ways – these are tailored by individual and, in 2025, included attending working groups and accelerator sessions
run by the United Nations Global Compact, as well as engaging in customer sustainability programmes (such as Supplier Sustainability Connect run by
Lloyds Banking Group).
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Task Force on Climate-related Financial Disclosures (TCFD)/Climate-related Financial Disclosures (CFD)
Area Recommended disclosure Alfa disclosure
Strategy
a) Describe the climate-related
risks and opportunities the
organisation has identified
over the short, medium,
andlong term.
Alfa has identified and assessed climate-related risks and opportunities over the short, medium and long term, taking into account the nature of its
operations and geographic footprint. In doing so, management considered the categories of climate-related risk set out in the TCFD Implementation
Guidance, as well as industry specific materiality guidance from the Sustainability Accounting Standards Board (SASB) for the Software and IT
Servicessector.
Short term (2026–2028): In the short term (3 years from reporting date, in line with the viability assessment on page 52), the Group’s primary climate-
related risks relate to regulatory change, compliance and reputation. These included the risk of failing to keep pace with evolving climate-related reporting
requirements and stakeholder expectations.
Medium term (2029–2033): In the medium term, the Group expects transition risks and opportunities to become more pronounced. Increased regulatory
scrutiny, customer demand for transparency across value chains, and higher expectations around Scope 3 emissions management may increase
compliance costs and operational complexity.
Long term (2034–2050): Over the long term, the Group expects climate-related considerations to be increasingly embedded in customer business models,
regulatory frameworks and capital markets. Alfa’s strategy is to position its products to support customers’ long-term transition needs, including lifecycle
asset management, emissions tracking and sustainability reporting.
Conversely, the transition to a lower-carbon economy is also expected to create opportunities for Alfa. The increasing cost of low carbon assets and the
growth of sustainable finance are likely to drive demand for sophisticated asset backed finance and leasing solutions. In addition, more stringent ESG
reporting requirements across customer value chains are expected to increase demand for flexible, data driven software solutions capable of supporting
sustainability and emissions reporting.
While macroeconomic disruption arising from climate change presents a systemic risk to the global economy, Alfa’s asset-light, SaaS-focussed business
model is expected to be relatively resilient compared to more carbon intensive sectors.
b) Describe the impact
ofclimate-related risks
andopportunities on
theorganisation’s
businesses,strategy,
andfinancial planning.
Our two largest countries by revenue and employee numbers are the UK and USA (pages 132, 133 and 135), and therefore these geographies have the
most impact on our climate-related risks and opportunities. Wecontinue to be mindful of emissions, increasing the use of renewable energy across our
offices, and factoring travel distance and mode into conference planning. For example, our 2025 EMEA conference was held in the UK rather than abroad
to reduce travel-related emissions.
As part of its strategy, the Group invests in understanding customers’ evolving sustainability requirements and prioritises product development
accordingly. This supports long-term financial planning and future revenue growth through customer retention, market share opportunities and
enhanced product functionality. Customer collaboration remains central to product development and has informed solutions such as our Environmental
Accounting module. Sustainability is embedded as a core pillar of Alfa Systems 6, including enhanced lifecycle and emissions-related capabilities.
Thisstrategic focus reduces the risk of product obsolescence and positions Alfa to capture climate-related opportunities as they arise.
Climate-related considerations are also reflected in the budgeting process. Costs for external advisors supporting climate and regulatory reporting, as well
as the purchase of carbon offsets, are incorporated into annual financial budgets. In 2025, the Group purchased and retired approximately 4,500 tCO
2
of
carbon offsets from accredited programmes, offsetting more than 100% of the Group’s total reported emissions for the year. These offsets are used as a
complementary measure and do not replace the Group’s ongoing focus on reducing absolute emissions in line with its decarbonisation strategy.
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Area Recommended disclosure Alfa disclosure
c) Describe the resilience of
theorganisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
orlower scenario.
Alfa undertook a qualitative climate scenario analysis during FY25. This approach is consistent with CFD guidance, which allows for qualitative scenario
analysis where quantitative modelling is not yet feasible or would not meaningfully enhance decision-making, and is proportionate given that Alfa’s overall
emissions footprint is relatively small. Given the current scale, nature and geographic distribution of the Group’s operations, management and the Board
concluded that a qualitative assessment provides a proportionate and decision-useful basis for evaluating strategic resilience at this stage.
The assessment evaluated the resilience of our business model under two NGFS-aligned scenarios: an Orderly Transition (1.5°C) and a Disorderly
Transition (3°C+), and across three timeframes – short-term (0-5 years), medium-term (5-10 years) and long-term (10+ years) – reflecting both operational
and strategic planning horizons. These scenarios were selected to reflect a range of plausible transition pathways and associated risks. The 1.5°C scenario
represents an orderly transition aligned with global climate objectives and provides insight into potential transition risks and opportunities arising from
regulatory change, customer expectations and technological development. The 3°C+ scenario represents a more disorderly transition with delayed or
insufficient policy action, enabling assessment of heightened physical and transition risks and the resilience of the Group’s strategy under more adverse
conditions.
The analysis considered key physical and transition risks that were most relevant to our operations – including cloud service disruption, reputational
exposure, regulatory change and supplier emissions – alongside opportunities in ESG-linked product innovation and operational efficiency. In the short
term, impacts under both the 1.5°C and 3°C+ scenarios are primarily transition-driven and relate to regulatory change, reporting requirements and
stakeholder expectations. The difference in impact between scenarios at this stage is limited, reflecting the relatively short lead times and the Group’s
asset-light, SaaS-focussed operating model.
In the medium term, the divergence between scenarios becomes more pronounced. Under the 1.5°C scenario, risks are driven by an orderly transition,
with increased regulatory complexity and customer demand for enhanced ESG data and reporting capabilities, partially offset by related product and
market opportunities. Under the 3°C+ scenario, these transition risks are amplified by greater uncertainty, increased efforts associated with supplier
engagement, and heightened reputational risk, resulting in a relatively higher overall risk profile.
In the long term, the 3°C+ scenario results in a higher risk relative to the 1.5°C scenario, reflecting the compounding effects of delayed transition,
increased physical risk to global supply chains and customers, and broader macroeconomic disruption. While physical risks to the Group’s own operations
remain limited, the indirect impacts on customers, markets and regulatory frameworks are expected to be more significant. Under the 1.5°C scenario,
impacts remain more gradual and predictable, supporting a more stable operating environment.
Across all time horizons and scenarios, the Group’s resilience is supported by its flexible operating model, absence of energy-intensive assets,
cloud-focussed operations, diversified customer base, value chain engagement, working with external climate advisors, and ongoing investment in
product functionality aligned to customers’ sustainability and reporting needs. These mitigations are consistent with, and embedded within, the Group’s
principal risk management framework (see page 35).
While no quantitative financial impacts have been modelled to date, management expects the sophistication of this analysis to evolve over time as
internal capabilities, data quality and market practice continue to develop.
Risk
management
a) Describe the organisation’s
processes for identifying
andassessing climate-
relatedrisks.
Climate-related risks are identified and assessed within the Group’s risk management framework, as set out on page 35. These risks are evaluated
alongside other strategic, operational and financial risks, using the Group’s standard methodology for assessing likelihood, potential impact and overall
risk rating. Senior management, including the CFO and the Chair of the ESG Steering Committee, reviews climate-related risks at least annually as part of
the Group’s wider risk assessment process, with updates provided more frequently where emerging developments warrant reassessment.
b) Describe the organisation’s
processes for managing
climate-related risks.
Where climate-related risks are identified, management seeks to mitigate them through a combination of policy development, operational initiatives,
supplier engagement and external advisory support. In the short term, the Group’s focus is on regulatory compliance, emissions measurement and
measuring progress against our SBTi targets.
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Area Recommended disclosure Alfa disclosure
c) Describe how processes for
identifying, assessing, and
managing climate-related
risksare integrated into
theorganisation’s overall
riskmanagement.
Climate-related risks are fully integrated into the Group’s risk register and wider risk management processes. The risk register is reviewed regularly and
updated to reflect changes in the external environment, regulatory landscape and the Group’s operations. This ensures that climate-related risks are
considered consistently alongside other key risks to the business.
Metrics and
targets
a) Disclose the metrics used
bythe organisation to
assessclimate related risks
and opportunities in line
withits strategy and risk
management process.
The Group monitors and reports a range of climate-related metrics to assess climate-related risks and opportunities in line with its strategy and risk
management processes, including Scope 1, 2 and 3 greenhouse gas emissions (page 28); energy consumption across its office locations, and the carbon
intensity ratio as disclosed on page 28 (which remains the same as prior year due to the higher Scope 1 and 2 emissions being offset by higher revenue).
These metrics are used to track the Group’s emissions profile, identify key sources of climate-related risk, and inform actions to manage and mitigate
those risks over time. Scope 3 emissions represent the majority of the Group’s total emissions, with Purchased Goods and Services (Category 1) the largest
contributor. We continue to work with our suppliers to encourage them to monitor and reduce their own emissions.
b) Disclose Scope 1, Scope 2,
and,if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
relatedrisks.
Detailed Scope 1, Scope 2 and Scope 3 greenhouse gas emissions data, together with the methodologies and assumptions used, are disclosed in the
Streamlined Energy and Carbon Reporting (SECR) disclosures on pages 28 to 29. Total location-based greenhouse gas emissions increased by 13%
between 2024 and 2025, driven primarily by an increase in Scope 3 emissions, reflecting growth in the Group’s operations and higher business activity.
The Group continued to improve the accuracy of its emissions reporting during the year, including the first-time use of supplier-specific emissions data for
Amazon Web Services. This enhancement was applied consistently to both 2024 and 2025 to improve year-on-year comparability. Reported movements
therefore largely reflect operational growth and improved data quality, rather than a material decline in the Group’s carbon efficiency.
A risk associated with emissions reporting is the potential for inaccuracies arising from data quality, estimation methodologies or supplier-provided
information. Alfa mitigates this risk by applying established calculation methodologies and working with external advisors to support the measurement
and disclosure of its greenhouse gas emissions.
c) Describe the targets used
bythe organisation to
manageclimate related
risksand opportunities.
Alfa has committed to science-based emissions reduction targets aligned with the Science Based Targets initiative (SBTi), using a 2022 base year –
specifically, a target to reduce Scope 1 and Scope 2 emissions by 42% by 2030, and a long-term target to reduce absolute Scope 1, Scope 2 and Scope 3
emissions by 90% by 2050. Progress against these targets is monitored annually. Compared with the 2022 SBTi base year (as updated for subsequent
methodological and data accuracy improvements), total emissions in 2025 were approximately 19% higher, primarily reflecting increased Scope 3
emissions associated with the growth of the Group’s operations. Scope 1 and Scope 2 emissions decreased by approximately 13% since 2022 and remain
small relative to the overall footprint.
Scope 1 and 2 movements since 2022 are aligned with the Group’s target to reduce these emissions by 42% by 2030, while the longer-term 90% reduction
target by 2050 remains dependent on continued supplier engagement, improved Scope 3 data quality and decarbonisation across the value chain.
Management therefore considers the Group to remain on track against its SBTi commitments as the business continues to scale.
The Group is assessing the introduction of interim emissions reduction targets to support delivery of its longer-term targets and expects to focus on this
during 2026 and 2027. In parallel, Alfa continues to prioritise reductions in emissions over time, with carbon credits used as a complementary measure
rather than a substitute for direct emissions reductions.
Alfa recognises that climate-related financial disclosure expectations under the UK CFD regime and international sustainability reporting standards will continue to evolve. Over the coming years, the Group
intends to further enhance the quality, consistency and decision-usefulness of its climate-related disclosures. The Group is monitoring the transition to IFRS S2 and will align disclosures as required when
adopted, as disclosed on page 120.
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Task Force on Climate-related Financial Disclosures (TCFD)/Climate-related Financial Disclosures (CFD) continued
Alfa’s effective risk management
provides a foundation for the safe
pursuit of our strategic goals,
innovation and opportunities.
Introduction
At Alfa, robust risk management is at the heart
of our strategy for sustainable growth, allowing
us to react with speed and agility to new and
emerging risks, and ensuring that risks are
mitigated to an acceptable level, given the
Company’s risk appetite.
The external risk environment continues to
evolve and remains uncertain. Whilst
macroeconomic pressures (interest rates and
inflation) are down, there are a number of
factors which have the potential to impact
customer demand for our services, including
increasing geo-political uncertainty, ongoing
conflicts around the world, protectionist and
populist trade policies with retaliatory actions,
state-sponsored cyber security threats,
accelerating AI disruption, increasing
regulatory requirements and weak economic
growth. There is a more detailed discussion of
our principal risks on pages 38 to 44.
The resilience of the asset finance industry
which we serve, and our diversification
acrossregions and sectors of this industry,
arestrong mitigations against this backdrop
ofuncertainty.
We have an established governance structure
in place for risk management (see page 36),
which puts identifying, assessing and
mitigating risks at the heart of our strategy.
During the year, the Company continued to
strengthen its risk management and internal
control framework, including undertaking a
comprehensive and robust identification and
assessment of material financial, operational,
reporting and compliance controls, aligned to
material risks. The Company is well placed to
comply with the enhanced requirements of
Provision 29 of the 2024 UK Corporate
Governance Code.
Environment, Social and Governance
(ESG) risk assessment
ESG-related risks are tracked in the Corporate
Risk Register and assessed as part of our
six-monthly risk review. Currently, we do not
have any ESG-related risks that are sufficiently
high to be considered principal risks or
uncertainties. Refer to pages 30 to 33 where
specific risks related to our climate change
responsibilities are discussed.
Focus for 2026
• Embed a formal controls monitoring and
assurance regime, to provide assurance
over the adequacy and effectiveness
ofmaterial controls that mitigate the
principal and material risks facing
theGroup.
• Continuous improvement of risk
management procedures, including
maintaining awareness within the
Company of our risk management
bestpractices.
• Information security, cyber security and
data protection: maintain SOC1 Type 2,
SOC2 Type 2 and ISO programme
compliance, and continue to assess and
strengthen our cyber security defences.
• Business continuity and disaster recovery
scenario testing exercises, covering our
operational systems and Alfa Cloud.
• Internal audit: provide assurance over
riskmanagement procedures, including
the adequacy, effectiveness and
governance of material controls
monitoring and testing.
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Risk management
I
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t
i
f
y
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n
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Risk
Management
Process
Our risk management process – how we identify and manage risks
Our risk management process is a four-step process for identifying and managing risk throughout
our business, allowing the Directors to conduct a robust assessment of the principal risks facing
the Group. We take the view that risk is not something that should be fully eliminated but, instead,
identified, assessed, responded to and monitored in a timely manner.
Identify
The Company Leadership Team and risk owners are responsible for identifying risks with
the potential to threaten the achievement of strategic objectives or influence stakeholder
decision-making. Six monthly, business owners perform a detailed bottom-up risk review,
which is led by the Risk Officer. The CLT and Audit and Risk Committee review the identified
risks to provide assurance over the completeness of the Corporate Risk Register
Assess
Risks are assessed to understand the likelihood and impact of the risk materialising. Level
of impact is assessed in terms of financial, operational, legal, regulatory and reputational
impact. The assessment considers inherent risk (gross risk before risk mitigation) and
residual risk (net risk after current mitigations), to highlight the potential risk exposure if risk
mitigation failed.
Respond
Each risk is evaluated against our risk appetite, to ensure that the likelihood and severity of
risks we are exposed to is acceptable. If a residual risk is outside the risk appetite for that
category, additional risk mitigation actions are implemented to reduce the impact and/or
likelihood of the risk to an acceptable level.
Monitor
The adequacy and effectiveness of material controls, to mitigate principal and material
risks, is monitored by management and reviewed by the Audit and Risk Committee.
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Risk management continued
Governance and responsibilities
Our organisation has an open and accountable
culture. The Board and Company Leadership
Team set the tone for risk management
activities, embedding risk management into
the culture of the organisation.
• The Board retains overall responsibility for
risk management, including oversight of the
risk management framework, setting the
Group’s risk appetite, and promoting a
strong, top-down risk culture across the
organisation.
• The Audit and Risk Committee supports the
Board to ensure that the risk management
framework is effective, reviews and
challenges the completeness and integrity
ofthe Corporate Risk Register, assesses
emerging risks and considers the internal
audit plan and internal audit reports.
• The Company Leadership Team (CLT) is
responsible for the operational management
of risk across the Group, ensuring that risk
owners are responsible for identifying,
assessing and mitigating risks in their
respective areas.
• 1st Line of Defence: Management and
business owners are responsible for
identifying and managing risks, conducting
six-monthly risk reviews and implementing
risk mitigation actions.
• 2nd Line of Defence: Risk Management
coordinates risk management activities
across the Group, leading the six-monthly
bottom-up risk review, maintaining the
Corporate Risk Register, promoting best
practice across the organisation, and
preparing reports for the CLT and Audit
andRisk Committee.
• 3rd Line of Defence: Internal Audit provides
independent and objective assurance over
the adequacy and effectiveness of risk
management, governance and internal
controls, providing regular reports to the
Audit and Risk Committee.
• Further assurance is achieved through
external audits, including SOC1 and SOC2
audits and ISO27001 and ISO27018
certifications.
Provision 29
The Board recognises the enhanced
requirements of Provision 29 of the 2024 UK
Corporate Governance Code, which will require
an annual declaration on the effectiveness of
the Company’s material controls for accounting
periods beginning on or after 1 January 2026.
During the year, the Company continued to
strengthen its risk management and internal
control framework in preparation for this
requirement, including undertaking a
comprehensive and robust identification and
assessment of material financial, operational,
reporting and compliance controls, aligned to
material risks.
A formal controls assurance programme has
been established, including management
self-assessment, independent testing and
clearescalation and remediation processes
forcontrol deficiencies.
The Board receives regular updates on the
design and operating effectiveness of these
controls and the progress of remediation
actions, supported by Internal Audit and
external advisers where appropriate.
This programme is designed to ensure the
Board will be able to make a robust, evidence-
based declaration on the effectiveness of
material controls when the provision comes
into force.
Responsibilities
Board
Company Leadership Team Audit & Risk Committee
1st line of defence:
Management
2nd line of defence:
Risk Management
3rd line of defence:
Internal Audit
Top down
governance,
identification
and assessment
Bottom up
identification,
assessment
and mitigation
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Risk management continued
Impact
Likelihood
Our risk appetite
Taking risks, if they are well controlled and
managed, can help us achieve our strategic
objectives. Our systems and processes are
designed to manage our exposure to risk
rather than eliminate the risk completely.
It is recognised that an element of risk-taking
isnecessary in order to seek out and pursue
opportunities, including progressing our
strategic objectives. However, the risks
associated with the pursuit of such
opportunities should be commensurate
withthe level of reward expected from
theopportunities.
Our risk appetite provides guidance on the
levels of risk we are prepared to take in pursuit
of our objectives and is a fundamental part of
planning and executing our strategy. The Audit
and Risk Committee considers the risks
associated with the conduct of our business
and delivery of our strategy, assessing the risks
we are exposed to and evaluating whether this
exposure is acceptable given the likelihood and
severity of the risk.
Our risk appetite is assessed across the
following categories: strategic, financial,
operational, legal and ESG. Each area has
different considerations, and it is important
toset the correct tone for decision-making
ineach area. Overall, we take a cautious
approach to risk, aiming to operate in a
mannerthat is not expected to put the
business at risk of significant financial,
operational or reputational damage.
Principal risks and uncertainties in
more detail
The Group faces a number of risks that may
adversely affect our strategic and business
objectives, operations, liquidity, financial
position, reputation or future performance,
notall of which are wholly within our control or
known to us. Some such risks may currently be
regarded as immaterial and could turn out to
be material. We accept that risk is an inherent
part of doing business.
The Board considers the following matters
tobethe principal risks and uncertainties
(inno specific order) affecting our business
atthistime.
Risks
A
Socio-economic and
geo-politicalrisk
B
People risks
C
IT security and cyber risks
D
Business continuity
E
Foreign exchange rate
uncertainty
F
Pressure on margin due to
competition or increased
costbase
G
Competitive pressure may lead
toloss ofmarket share
Principal risk heat map
B
G
D
C
A
F
E
Rare Unlikely Possible Likely Almost certain
Insignificant Minor Moderate Major Critical
Principal risks and uncertainties
Risk A – Socio-economic and geo-political risk
Link to strategy
1
2
3
Movement compared
to2024:
Same level of risk
Potential impact
Major
Likelihood
Possible
Risk description
Economic and political conditions could have an adverse impact on
the Group’s markets and demand for its products and services.
Potential impact
• Revenue disruption due to market access restrictions, customer
budget cuts and longer sales cycles.
• Increased costs including energy, compliance, insurance
andtaxation.
• Lower company valuations.
• This risk goes hand-in-hand with opportunity, as customers may
seek to adaptto the changing economic environment, seeking
operational efficiency or new solutions.
Risk mitigation
• Diversification of customer base – geographically, by asset type
(i.e.automotive, equipment) and by customer type (i.e. banking,
OEM orindependent).
• Diversification of revenue streams and shift towards subscription
revenue.
• Financial robustness of Group, by retaining cash reserves and
prompt invoicing and collection of fees, which are increased
annually, taking into consideration increases in the cost base.
• We maintain strong relationships with our customers in each
market, with close collaboration on strategic aims and growth
opportunities, to adapt to changing market conditions.
Progress in 2025
• 21 customers contributed more than £2m revenue (21 in 2024),
reducing our reliance on our largest customers.
• Subscription revenue has continued to grow, contributing 34% of
our revenue (2024: 34%).
• Geographical diversification continued, with successful go-lives in
the US, EMEA and AsiaPac.
Emerging risks
• Escalating geo-political tensions and uncertainty, affecting
customer and investor confidence and IT spend.
• Increasing protectionist, populist and retaliatory policies, affecting
trade and tax policies.
• War and conflict spillover, increasing the likelihood and severity of
state-sponsored cyber attacks.
• Lower global growth forecasts, especially in Europe.
• Exposure to potential new taxes imposed by the US on software or
services being supplied from outside the US.
Our strategic pillars
1
Strengthen – Grow our differentiation of
market-leading People, Product and Delivery.
2
Sell – Focus on cloud-hosted,
subscriptionsales toour target markets.
3
Scale – Increase our capacity for
developing and delivering Alfa Systems.
4
Simplify – Simplifying our product, implementations
andprocesses to enable more concurrent Alfa Systems
implementations.
Principal risks and uncertainties continued
Risk B – Risk to people, capacity and skills
Link to strategy
1
3
Movement compared
to2024:
Reduced level of risk
Potential impact
Moderate
Likelihood
Possible
Risk description
Failure to recruit, develop and retain talent may limit the Group’s
ability tomaintain product quality, deliver implementations and
manage customerrelationships.
Potential impact
• Limiting our ability to win new business
• Loss of knowledge and skills.
• Limiting our ability to deliver and support Alfa Systems
implementations.
• Limiting our ability to drive business growth.
• Loss of confidence and reputational harm.
Risk mitigation
• Recruitment of graduates and experienced hires across all regions
identifies talent from diverse backgrounds with varied skills.
• Continued investment in learning and development opportunities
• Quarterly employee engagement surveys are performed
andaddressed.
• Annual salary review and benchmarking exercise to ensure salaries
remain competitive.
• Succession planning for key roles.
• Partnering with professional services partner organisations
provides resourcing flexibility and wider geographical coverage.
Progress in 2025
• The risk has been downgraded in 2025 (with a reduced probability),
reflecting successful recruitment and retention outcomes and
increased resilience across key teams.
• Employee retention remains very high, at 97% similar to 2024: 96%.
• Employee engagement remains high, at 83% similar to 2024: 82%.
• Implemented a new induction programme, helping new hires learn
essential skills effectively.
• Implemented a new performance management framework across
the Group, to provide timely and regular feedback to all colleagues
• Established our Poland Smarthub.
Emerging risks
• Use of new locations creates uncertainty for colleagues working in
establishedlocations.
Our strategic pillars
1
Strengthen
2
Sell
3
Scale
4
Simplify
Principal risks and uncertainties continued
Our strategic pillars
1
Strengthen
2
Sell
3
Scale
4
Simplify
Risk C – IT security and cyber risks
Link to strategy
1
2
3
4
Movement compared
to2024:
Same level of risk
Potential impact
Major
Likelihood
Unlikely
Risk description
Failure to safeguard systems and data and ensure the availability of
products and services in the event of a cyber attack.
Potential impact
• Interruption to business operations, including ability to provide
services tocustomers.
• Loss of revenue.
• Loss of intellectual property and competitive advantage.
• Potential fines or other regulatory action.
• Reputational harm.
Risk mitigation
• We have maintained our SOC1 Type 2, SOC2 Type 2, ISO27001 and
ISO27018 certifications in 2025.
• Our Information Security team monitors key security and cyber
risks and monitors the control framework of our key technology
suppliers.
• Our Managed Detect and Respond service undertakes day-to-day
monitoring for IT security incidents.
• All staff undertake annual training, including information security,
data privacy and business continuity.
• We implement continuous improvements in our IT control
environment.
• Our customers perform their own detailed assessments of Alfa
Cloud security, during system selection and implementation, which
provides additional assurance for customers that appropriate
security measures are in place.
Progress in 2025
• Continue to strengthen Information Security team and internal
controls.
• Roll out additional multi-factor authentication requirements across
the Company.
Emerging risks
• There is a risk that AI accelerates the speed and sophistication of
novel methods of cyber attack.
• Technological advances, including AI and quantum computing,
increase the capabilities of threat actors.
• Geo-political risk increases the likelihood and severity of state-
sponsored cyber attacks.
Strategic report
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Principal risks and uncertainties continued
Risk D – Business interruption and continuity
Link to strategy
1
2
3
Movement compared
to2024:
Same level of risk
Potential impact
Major
Likelihood
Unlikely
Risk description
Supply chain disruption, from cyber attacks or climate-related
events.
Potential impact
• Interruption to business operations, including ability to provide
services tocustomers.
• Loss of revenue.
• Reputational harm.
Risk mitigation
• We have an established and detailed incident management
procedure that is regularly tested.
• Disaster recovery and business continuity plans are reviewed and
tested annually and assessed as part of SOC1 Type 2 and SOC2
Type 2 audits.
• Alfa Cloud procedures, using third party cloud hosting suppliers,
include annually-tested disaster recovery plans, which initiate
automatically if a server or region becomes unavailable.
• A continuity plan exists in the event that a cloud provider ceases
tooperate.
• We have a geographically distributed workforce, and the majority
of systems are cloud-hosted, providing resilience against an event
impacting a particularlocation.
• We perform an annual review of key suppliers.
Progress in 2025
• We successfully tested key business continuity processes, including
corporate systems and Alfa Cloud.
• Our SOC1 Type 2 and SOC2 Type 2 audits identified no significant
required remedial actions.
Emerging risks
• We continue to monitor the resilience of cloud hosting services,
torespond to business interruptions and incidents.
Our strategic pillars
1
Strengthen
2
Sell
3
Scale
4
Simplify
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Principal risks and uncertainties continued
Our strategic pillars
1
Strengthen
2
Sell
3
Scale
4
Simplify
Risk E – Foreign exchange rate uncertainty
Link to strategy
1
2
3
Movement compared
to2024:
Same level of risk
Potential impact
Moderate
Likelihood
Likely
Risk description
Exchange rate volatility creates risks and opportunities, which causes
volatility in reporting financial results.
Potential impact
• Volatility in revenue and earnings, which makes it harder for
investors to understand and assess the underlying performance of
the business.
• This risk goes hand-in-hand with opportunity, as products and
services may become more competitive if sterling weakens.
Risk mitigation
• Our spread of revenue and costs across different regions and
currencies provides a degree of natural hedging against volatility.
• We closely monitor exchange rates and take appropriate action,
including converting excess funds to sterling and entering into
forward contracts.
Progress in 2025
• During 2025, we entered into forward foreign exchange contracts
to limit our exposure to exchange rate volatility.
Emerging risks
• Significant fluctuation and volatility in foreign exchange rates,
arising because of various socio-economic and geo-political
factors.
Strategic report
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Principal risks and uncertainties continued
Risk F – Pressure on margin due to increased cost base, or through increased competition
Link to strategy
1
2
3
4
Movement compared
to2024:
Same level of risk
Potential impact
Moderate
Likelihood
Likely
Risk description
Factors such as increasing costs, inability to raise fees appropriately
and fierce competition on price may put pressure on the margin that
we can achieve.
Potential impact
• Revenue decline and reduced margins.
• Lower investment in product and processes, resulting in
competitive disadvantage.
• Impact on levels of budget for recruitment.
Risk mitigation
• Our fees for services are generally increased annually, taking
consideration of the increases experienced in our cost base.
• Our Deal Committee has oversight of our pricing policy, making
sure that our pricing is correctly targeted, taking into account the
factors on this risk.
• Our strategy is to maintain and grow our differentiation of market-
leading people, product and delivery, and these set us aside from
our competitors, making us a compelling choice to ensure success
in the kind of complex technology transformation projects that
wedeliver.
• Our simplification objectives are targeting more efficient
implementations, targeting cost reductions, and further
strengthening our competitiveness.
• We are exploring the use of Smart Hubs in scaling the business at
lower cost.
Progress in 2025
• During the year, we converted one prospect into a customer
andhad a strong year for implementations with 35 go-lives and
upgrades, which demonstrates the strength of our differentiators
– market-leading people, product quality and delivery track record.
• We opened a Smart Hub in Gdansk, Poland – initially for our
hosting operations, with scope to expand to further operations.
Emerging risks
• There is a risk of competition from novel AI products or
technologies, including the risk posed by advances in AI use for
software development. Alfa’s business model and product
architecture provide a strong foundation for long term AI resilience
and Alfa is well placed to benefit from advances in AI technology.
Refer to page 7 for details of our resilience to this emerging risk.
• Refer to the further emerging risks under the related risk G.
Our strategic pillars
1
Strengthen
2
Sell
3
Scale
4
Simplify
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Principal risks and uncertainties continued
Our strategic pillars
1
Strengthen
2
Sell
3
Scale
4
Simplify
Risk G – Competitive pressure may lead to a loss of market share in our target markets
Link to strategy
1
2
3
4
Movement compared
to2024:
Same level of risk
Potential impact
Major
Likelihood
Possible
Risk description
Failure to respond effectively to the evolving competitor landscape
may result in market share erosion.
Potential impact
• Competitive pressure leading to market share erosion creates
adownward spiral of revenue decline, reduced margins, lower
investment, further competitive disadvantage and accelerated
market share loss, which becomes increasingly difficult to reverse.
This risk goes hand-in-hand with opportunity, as customers adapt
to disruption of their markets by seeking new technology solutions.
Risk mitigation
• Differentiation – maintain and develop our differentiators –
product quality, market-leading people and delivery track record,
to be the platform and supplier of choice for asset finance and
complex transformation projects.
• We actively engage with customers to ensure we are closely
aligned with customer and market needs.
• Product investment is targeted towards areas of greatest
marketinterest.
• Strategic initiatives, including offshoring and partner led delivery
• Competitor analysis is performed, to monitor and respond to new
and emerging trends.
Progress in 2025
• During the year, we converted one prospect into a customer and
had a strong year for implementations with 35 go-lives and
upgrades, which demonstrates the strength of our differentiators
– market-leading people, product quality and delivery track record.
• We conducted numerous customer engagement sessions, to stay
aligned with customer and market needs.
Emerging risks
• The competitive landscape is constantly evolving, including M&A
activity and private equity investment.
• Competitors are targeting our key regions (EMEA and USA).
• Chinese auto manufacturers disrupting the European EV market
may reduce the market share of current customers, with a
resulting reduction in their spend on our services.
• Risk of competition from novel AI products or technologies,
including the risk posed by advances in AI use for software
development. Refer to page 7 for details of our resilience to this
emerging risk.
Strategic report
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Financial statements
Principal risks and uncertainties continued
Building value and aligning
stakeholder priorities
Understanding the expectations and
requirements of our stakeholders is
essential to achieving our strategic
goals and ensuring long-term success.
We are committed to maintaining
open, consistent and constructive
engagement to strengthen
relationships with our stakeholders,
gain deeper insights into their
priorities,and respond effectively
totheir feedback.
For further information on how
stakeholder considerations influenced
the Board’s discussions and decision-
making, refer to our section 172(1)
statement in the Corporate
governance report on pages 62 to 65.
Employees
Our employees are central to our success.
Bylistening actively and creating a flexible,
inclusive and supportive workplace, we attract,
develop and retain exceptional talent. This
approach enables us to deliver on our strategic
priorities while helping our employees thrive.
• We built and expanded the Poland Smart
Hub, creating new opportunities for Hosting
Operations and Cloud Support teams.
• We achieved record recruitment in the USA
with 19 new hires, growing the team to
117people across 23 states.
• We remain committed to equality, diversity
and inclusion, embedding these principles
into decision-making across the Group.
• We hold regular global and regional
meetings, conferences and Town Halls,
ensuring updates on strategy, projects
andperformance are cascaded through
management for consistent communication.
• Our employee voice is central to our
approach. We conduct a quarterly
anonymous Pulse survey, supported by
focus groups to explore key themes.
Corporate objectives and progress are
shared throughout the business.
• A flexible, inclusive work structure promotes
collaboration and innovation, balancing
teamconnectivity with business success.
Feedback from our equality, diversity and
inclusion survey continues toguide
improvements.
• We have expanded our Learning &
Development programmes with dynamic
content and new courses, empowering
employees to grow and thrive.
• Regional initiatives such as London Calling in
EMEA and Collaboration Weeks in the USA
provide opportunities for teams to connect
in person, share ideas and strengthen
relationships – reinforcing our commitment
to engagement and long-term value creation.
• We secured Gold status with Investors in
People and celebrated recognition for
inclusion, including EDI Trailblazer and a
Top20 ranking in the DIAL Global Index.
2025 Product Engineering Day
In November 2025, we held our first
Product Engineering Day under the
theme ‘Make It Better Together’.
Theevent brought together Product
Engineering teams and colleagues from
Delivery, Support and Alfa Cloud to
strengthen collaboration and share
bestpractice.
Highlights included:
Plenary sessions: breaking down
boundaries, platform engineering
andlessons learned from complex
enhancements.
Community of Practice sessions:
promoting knowledge sharing and
innovation across areas such as UI/
UX,performance, security and API
design. Focus on collaboration and
iteration: reinforcing the importance
ofearly stakeholder feedback and
targeted teamwork.
This initiative enhanced engagement
byfostering cross-team relationships,
encouraging openness to ideas and
reinforcing our culture of shared learning
– supporting long-term value creation
forstakeholders.
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Stakeholder engagement
Event: Alfa Connect EMEA
In November 2025, Alfa hosted the Alfa
Connect EMEA, which brought together
representatives from 17 client
organisations. The regional Connect events
reflect Alfa’s commitment to building and
maintaining strong business relationships
with a diverse customer base.
The event featured a variety of innovative
networking formats and interactive activities,
designed to maximise engagement, encourage
knowledge sharing, and strengthen
connections between clients and Alfa teams.
The agenda was shaped by direct client
input, with an ‘unconference’ session
allowing customers to highlight their current
challenges. This ensured that the day’s
content was relevant and responsive to
client needs.
Roundtable discussions and feedback
sessions provided clients with a platform to
share candid views, including constructive
criticism, which Alfa welcomed as an
opportunity for collaborative improvement.
Presentations included practical insights
into product development and delivery, with
clients sharing best practices on adopting
regular release cycles. These activities
support our clients’ long-term operational
success, and strengthens Alfa’s reputation
as a trusted partner.
The event’s focus on the use of release
notes and the potential for AI-driven
enhancements demonstrates Alfa’s
commitment to continuous improvement
and innovation, benefiting both clients and
the Company over the long term.
The event concluded with open feedback
opportunities and a commitment to follow
up with further engagement, including
surveys and future roundtables. This
approach ensures that a broad range of
client voices are heard and considered in
Alfa’s ongoing strategy.
Honest feedback, including constructive
areas for improvement, was actively sought
reinforcing a culture of transparency
andfairness.
Customers
We place our customers at the heart
ofeverything we do, delivering transformative
technology solutions designed to support their
ambitions andensure resilience in an ever-
changingmarketplace.
• We have expanded our European footprint
with the Poland Smart Hub fully operational
and plans to explore Germany as a
standalone market, supporting delivery
capability and customer service.
• We have a designated Market Lead
responsible for each target market to
understand market drivers, shape revenue
and product strategy, and maintaining
strong connections with project teams.
• We continued to strengthen relationships
with our customers and deliver exceptional
service across all regions.
• We have increased our visibility by
presenting our AI strategy and practical
experience at leading industry forums
• Ahead of our participation in AFC Europe
andUK events, we published a thought
leadership piece to share insights and
reinforce our position as an innovator in
themarket.
• We convene customer focus groups to listen,
learn and gain a clear understanding of what
matters most to them, translating their
feedback into actionable improvements
thatenhance their experience.
• We continue to improve the Alfa
Development Model, to maximise value
forour customers. We allocate dedicated
resources to high-priority initiatives
whileprogressing lower priority
projectsincrementally.
• We continue to innovate and evolve, helping
our customers expand theirbusiness and
stay ahead of thecompetition.
• The launch of Alfa Systems 6 in 2024
showcased how our platform enables
providers to meet the growing demand
forsustainability-focused products and
transformative business models.
Suppliers and partners
Building trusted partnerships and developing
relationships with suppliers through ongoing
dialogue helps us better understand our
partners’ needs and develop and improve
ouroffering.
• Our Supplier Onboarding process ensures
our partners continue to reflect our values,
particularly around ESG requirements.
Looking ahead, we remain committed to
strengthening these standards and
evolvingour processes to drive even
greateralignment and sustainability in
oursupply chain.
• We maintained strong relationships with
strategic partners to support migrations,
upgrades and cloud operations globally.
• We delivered successful collaboration with
technology partners on JFrog release
management, Windows 11 rollout and
SharePoint/OneDrive integration.
• We appointed Cameron Krueger as
MarketAmbassador for the US equipment
finance sector, reinforcing Alfa’s strategic
partnership and commitment to market
leadership.
• We are focused on engaging with suppliers
to understand our emissionsdata.
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Financial statements
Stakeholder engagement continued
Communities and environment
At Alfa, we are committed to adding value
toour communities. Our employee-led
community groups provide safe spaces for
colleagues to advocate for important issues,
support one another and contribute to
organisational change.
• As a signatory of the UN Global Compact,
wealign with internationally recognised
principles and leverage this collective
initiative to maximise our influence.
• Our journey towards net-zero emissions is
guided by SBTi-validated reduction targets,
and this year we refined our approach to
emissions data collection while engaging key
suppliers on their own targets.
• To support carbon reduction and removal,
we partner with EcoAct and fund a balanced
portfolio of offsetting projects.
• Our ESG Steering Group includes members
from across the business and our CFO and
CPO. The Group meets monthly to set goals,
track progress and guide Alfa’s employee-led
Investors
Alfa places great importance on maintaining
positive relationships with all our investors
and seeks toensure there is an appropriate
and constructive ongoing dialogue.
• An open dialogue was maintained with
institutional investors, updating them on
progress and keeping the Board informed
about investors’ views and priorities.
• Shareholder engagement is the
responsibility of the CEO and CFO. They
manage and foster Alfa’s relationships
with investors and analysts.
• Our meetings with investors provide
anopportunity for management to
engage directly on Alfa’s performance
and strategy.
US roadshows
During the year, the CEO and CFO
attendedtwo US roadshows, meeting a
broad range of institutional investors.
Theseengagements provided an
opportunity to present updates on Alfa’s
financial performance, operational delivery
and strategic priorities.
Following these sessions, valuable
feedbackwas reported back to the Board
and directly informed discussions on
strategy, risk appetite and forward-looking
investment decisions.
communities. We provide funding for
carbon-offsettingprojects.
• We continue to champion diversity and
inclusion through global initiatives,
neurodiversity awareness and recognition
atindustry awards.
• Across APAC, EMEA and the USA, our
Environmental Impact team drives
awareness and action through sustainability
talks, community clean-ups and planting
projects.
• Our employee communities continue to
champion equity, diversity and inclusion,
offering safe spaces for open dialogue and
raising awareness on key topics within Alfa
and beyond.
• Additionally, we continue to fundraise for
charities and support causes that matter to
our colleagues.
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Stakeholder engagement continued
In accordance with the Companies Act 2006
(the ‘Act’), this statement sets out how the
Directors have had regard to the matters
setout in section 172(1) of the Act when
performing their duty to promote the success
of the Company for the benefit of its
shareholders as a whole, and to have regard to:
a. The likely consequences of any decision in
the long term;
b. The interests of employees;
c. The need to foster business relationships
with suppliers, customers and others;
d. The impact of operations on the community
and the environment;
e. The desirability of maintaining a reputation
for high standards of business conduct; and
f. The need to act fairly as between
shareholders.
The Board is responsible for leading
stakeholder engagement and ensuring that we
fulfil our obligations. Our key stakeholders are
those who influence or are affected by our
day-to-day activities. These stakeholder
groupshave varying needs and expectations;
our aim at Alfa is to engage effectively with all
stakeholders, to develop and maintain positive
and productive relations.
Other stakeholder engagement
The Board and each Committee chair actively
encourage and engage with key stakeholders
and consider this to be paramount to the
long-term success and performance of the
business. During 2025, there were no
significant matters to discuss with
shareholders in relation to the Audit and Risk,
Nomination and Remuneration Committees.
How the Board fulfils its
section172duties
Our Directors
Alfa’s Board of Directors has always made
decisions for the long term, and our aim is
touphold the highest standards of conduct,
collectively and individually.
The Board considers the needs of our
stakeholders and the long-term consequences
of any decision. The differing interests of
stakeholders are considered in the business
decisions we make across Alfa, at all levels, and
are reinforced by the Board setting the right
tone from the top.
Engagement with our shareholders and wider
stakeholder groups plays a vital role in Alfa’s
business. Alfa’s key stakeholders and why they
are important to us are set out opposite:
Engagement with the workforce
Given the Board’s visibility of the engagement
channels and efforts, as well as its accessibility
to the workforce through the initiatives and
events as mentioned, it is confident at this time
that appropriate, effective measures are in
place as an alternative to provision 5 of the
2024 UK Corporate Governance Code.
We believe our strong culture is a unique
strength and see the benefits in employee
engagement, retention and productivity. This
reflects the Alfa ethos that we all strive towards
the same goal.
Employees
Our employees are central to everything we do.
Listening to our employees, and being flexible,
supportive and inclusive, are our routes to growing and
retaining Alfa’s talent pool, enabling us to deliver against
our strategic priorities and develop our people.
Investors
The Board places great importance on having
positiverelationships with all our investors and seeks
toensure there is an appropriate and constructive
ongoing dialogue.
Customers
Our customers are central to our business and we
aimto deliver our leading-edge technology to them,
making them future-ready.
Communities
and environment
We have a responsibility to add value to the
communities inwhich we operate. We have employee-
led community groups that are safe spaces for
colleagues to promote issues, support each other and
contribute to organisationalchange.
Suppliers and
partners
Building trusted partnerships and developing
relationships with suppliers through ongoing dialogue
helps us to better understand the needs of our partners
and to develop and improve our offering.
Information to the Board
The Board receives information on how we engage with our stakeholders, which it reviews
regularly throughout the year, to ensure that the long-term impact on any of these groups
isconsidered.
Monitoring
Where the Board does not engage directly with our stakeholders, it is kept updated so that
Directors maintain an effective understanding of what matters to them and can draw on
these perspectives in Board decision-making and strategy development.
Section 172 statement
82
Q1 25
81
Q1 24
78
Q2 25
81
Q2 24
79
Q3 25
83
Q3 24
83
Q4 25
82
Q4 24
Decisions by the Board
The decisions outlined here demonstrate how
the Board has assessed different stakeholder
interests when considering strategic actions.
For each matter that comes before the
Board,the Board considers the likely
consequences ofany decision in the long
term,identifies stakeholders that may be
affected, and carefully considers their
interestsand thepotential impact of the
decision-making process.
Capital allocation: Dividend
distribution
During the year, the Board has actively shaped
a disciplined capital allocation framework,
ensuring decisions reflect a balance between
delivering returns to shareholders and
supporting Alfa’s long-term success.
Thisprocess has been underpinned by a
commitment to maintaining a strong balance
sheet and healthy liquidity position.
In making these decisions, the Board
carefullyconsidered the perspectives of
keystakeholders, including shareholders,
customers and employees. The long-term
strategic needs of the business, including
continuous improvement and innovation
tobenefit our customers, were integral to
thisprocess.
The Board approved two special dividends of
2.4 pence and 5.0 pence per share, which were
paid in May and November 2025. Additionally,
the Board recommended a final dividend of 1.4
pence per share, which received shareholder
approval at the 2025 Annual General Meeting.
As with all capital decisions, the Board
recognised the importance of retaining
sufficient capital to drive future growth while
meeting shareholder expectations.
Product Engineering investment
Project Engineering continues to play a central
role in supporting Alfa’s long-term growth,
competitive positioning and delivery resilience.
Throughout the year, the Board regularly
considered Product Engineering capacity and
associated investment in the context of the
product roadmap, including the transition
towards cloud-based deployment models,
andthe need to maintain consistent delivery
quality for major clients across Europe, the
USAand Asia-Pacific. The Board recognises the
importance of ensuring the Group remained
sufficiently agile to respond to emerging
pipeline opportunities.
During the year, the Board reaffirmed its
commitment to sustained investment in
originations. This decision reflected the
strategic importance of enhancing originations
capabilities in particular for the automotive
market. This will ensure that Alfa remains
wellpositioned to capitalise on multiple
opportunities while supporting continuity
inroadmap development.
Budget
When reviewing and approving the 2026
Budget, the Board undertook a structured
andbalanced assessment of its financial,
operational and strategic implications. In
doingso, the Board considered the impact of
financial decisions on employees and on the
Company’s ability to maintain a resilient
delivery model, ensuring that workload
demands did not compromise capacity
orwellbeing.
The Board’s assessment remained focused
onlong-term sustainability, including the
needto preserve the Company’s agility
torespond to pipeline opportunities and
maintaincompetitive advantage. This included
strengthening delivery capability through
controlled headcount growth, process
improvements and the adoption of
technology-driven efficiencies, including
AI-enabled tools.
The Board also ensured the continued
sustainability of the engineering roadmap,
reaffirming its commitment to key initiatives
such as Originations and Project Engineering.
The 2026 Budget reflected ongoing
investmentin secure and scalable deployment
infrastructure, ensuring continuity and
resilience for all stakeholders.
Alfa’s Pulse Survey collects feedback from
all areas of the organisation, which helps
to fostera culture of accountability and
honesty. Pulse Surveys give the Board
greater insight into colleague experiences
across the Group and provide direct
feedback on areas that can be improved.
Engagement (%)
Section 172 statement continued
Stakeholder engagement
In performing their duties during the year, the Board and individual Directors engage directly and indirectly with a range of stakeholders to ensure they have a deep understanding of the impact of the
Group’s operations, as well as their interests and views. Examples of how the Directors have oversight of stakeholder matters and have regard for these matters when making decisions are included
throughout the Strategic report and Corporate governance sections of this Report. This engagement, both directly and through reporting by executive management, to whom the day-to-day
operations of the business are delegated, seeks to ensure the Board understands the key issues to enable the Directors to comply with their legal duty under section 172(1).
Employees
Why we engage Considerations and outcomes
Engagement with employees is paramount to maintaining Alfa’s
strong culture. Employee engagement is fundamental to our
success; employees who feel valued are more likely to contribute
innovative ideas and solutions. We continue to cultivate a culture
of innovation and empowerment, and we are proud that our
people are highly engaged and supportive of each other and of
the organisation’s aims.
• The Board monitored employee engagement and retention throughout the year, noting the Company’s
growth to 527 employees.
• Presentations to the Board provided insight into workforce sentiment, capacity planning, leadership
development and organisational culture.
• Following the establishment of new branches in Poland and Portugal, the Board reviewed local market
conditions and assessed early hiring traction in both locations.
• The Board oversaw enhancements to the graduate induction programme and the introduction of a
modular onboarding framework for experienced hires, designed to accelerate chargeability and
strengthen development pathways.
• Continued investment in leadership development was supported by the transition from annual reviews
to a continuous performance-conversation model.
• The Board provided oversight of work undertaken to define, embed and strengthen the
Company’sculture.
Customers
Why we engage Considerations and outcomes
We engage to understand our customers better so we can
provide a better product to them. Our customers have direct
channels to engage with all levels of the organisation. Byactively
listening to customer feedback and understanding their needs,
Alfa can better tailor our products to meet individual customer
requirements. We continue to build on our long-term
relationships with our customers, which enables Alfa to
anticipate and adapt to changing market demands effectively.
• Regular updates from the CEO and COO provided the Board with visibility over operational priorities and
the measures in place to ensure a high-quality customer experience.
• The Board reviewed global delivery performance, client upgrade programmes and the operational
resilience of Alfa Systems.
• Discussions on operational performance included updates on major implementation projects, upgrades
delivered for customers across the USA and Europe, and progress across the sales pipeline.
• The Board received regular cyber security updates, which strengthened its understanding of the
Company’s initiatives to reduce cyber risks across the business.
• The Board also reviewed the Company’s AI-enabled delivery efficiencies, including tools such as
AskThea and AI-driven pattern analysis, which support faster and more cost-effective implementations
while improving customer outcomes.
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Additional informationCorporate governance
Financial statements
Section 172 statement continued
Shareholders
Why we engage Considerations and outcomes
Engaging with investors ensures that their interests are
alignedwith the Company’s strategic direction and purpose.
Engagement helps our investors understand Alfa’s strategy,
which underpins our future growth plans and how the
business’sfinancial and operating performance enhances
long-term shareholder value and sustains growth. The Board
isaccountable to shareholders for ensuring the Group is
appropriately managed and achieves its objectives in a way that
is supported by the right culture and behaviours. The Board
spends time understanding the views of its key shareholders
when discussing matters at Board meetings, and these views
form an integral part of decision-making.
• The CEO and CFO held regular meetings with existing and prospective institutional investors and
analysts to gather feedback on their views and policies, covering topics such as long-term strategy,
operational and financial performance, and broader societal matters.
• The Board approved two special dividends and one final dividend during the year, returning
approximately £26m to shareholders.
• Over 70 investor meetings were held to discuss strategic opportunities, financial performance and
future growth initiatives.
• At each scheduled meeting, the Board received a detailed Investor Relations update.
• The Company’s brokers provided reports to ensure the Board remained informed on shareholder
sentiment and wider market perceptions of the Company.
• All Directors attended the Alfa AGM, which remains an important opportunity for the Board to engage
directly with shareholders and for shareholders to vote on resolutions.
• The Board considered the KPI integration for ARR and NRR in future financial statements.
Partners and suppliers
Why we engage Considerations and outcomes
Engaging with our partners and suppliers is paramount for
developing our business relationships. Increasing our use
ofpartners is a key element of our longer-term strategy for
increasing the number of implementations we can deliver and
providing us with a more flexible implementation resource.
Weare working withpartners to help cultivate operational
agilityand engage with suppliers to uphold ethical and
environmental standards.
• Oversight of the Company’s ESG commitments and the integration of ESG training for Directors.
• Consideration of sustainability-related risks within investment planning, operational decision-making
and product development.
• Focused on responsible governance, data protection, ethical conduct and environmental considerations
as part of long-term value creation.
• Alfa’s technology architecture also supports responsible data practices and operational resilience, both
essential to the Company’s wider societal impact, particularly in regulated financial markets.
Communities and environment
Why we engage Considerations and outcomes
Making a meaningful contribution to the wider society enables
usto create stronger communities and generate positive
environmental and social impacts. Engagement with
organisations such as non-governmental organisations and
community groupshelps us to address our impact on the wider
society and supports ways in which we can work together to
make a valuable, positive contribution.
• The Board attended an ESG Director training session, to strengthen understanding of sustainability-
related risks, governance responsibilities and organisational culture.
• The Board oversees the Company’s broader sustainability reporting within the Annual Report and
through the Audit and Risk Committee.
• The Board oversees the initiatives of the Alfa Communities and assesses their impact on Alfa’s culture.
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Section 172 statement continued
Assessment of prospects
Alfa is one of the leading providers of software
to the asset finance industry and it is the
Group’s clear focus to increase its market share
in this space by:
• Growing differentiation of market leading
People, Product, and Delivery;
• Enabling profitable growth by focussing on
Alfa Cloud, Subscriptions, Incremental sales
and our Target markets;
• Increasing our capacity for developing and
delivering Alfa Systems; and
• Enabling more concurrent Alfa Systems
implementations, more efficiently.
During the year ended 31 December 2025,
theGroup generated profit before tax of
£40.1 million and was cash-generative with
netcash generated from operating activities
amounting to £37.2 million.
Taking into account the Group’s current
position and its principal risks and
uncertainties as described on pages 37 to 45
ofthis Annual Report, the Directors have
assessed the Group’s prospects and viability.
Assessment period and process
The strategy and business model as set out on
pages 14 to 18 and page 5 are central to an
understanding of its prospects. These inputs
provide a framework for assessing the Group’s
prospects and viability.
The three-year timeframe for assessing both
prospects and viability is considered to be
appropriate because:
• It reflects reasonable expectations in terms
of the reliability and accuracy of operational
forecasting models; and
• Projections looking out beyond three years
become significantly less meaningful in the
context of the fast-moving nature of the
asset finance industry and the software and
technology landscape.
The Group’s prospects are assessed primarily
through its annual planning process, led by the
CEO with the CLT. All relevant functions are
involved, including finance, sales, recruitment
and resourcing, and commercial.
The Board participates fully in the annual
process and has the task of considering
whether the plan appropriately takes into
account the external environment, including
technological, social and macroeconomic
changes, as well as the risks and uncertainties
of the business.
The output of the annual review process
includes the annual financial budget and an
analysis of the risks which could prevent the
plan being delivered.
Detailed financial forecasts which include
profit, cash flow and key financial ratios have
been prepared for the three-year period to
December 2028.
The first year of the financial forecasts forms
the Group’s 2026 budget and is subject to a
reforecast process each quarter. The second
and third years are prepared in detail based
onthe Group’s three year strategic planning
process and are flexed based on the actual
results in the first year.
Assessment of viability
The Board’s assessment of the Group’s
prospects, as described on this page, has
beenmade with reference to current market
conditions and known risk factors, as described
in principal risks and uncertainties on pages 37
to 45.
The Board has considered the Group’s financial
performance in 2025, and the risk factors
noted above and consider that the key risks
which could have a major impact on the
delivery of the Group’s financial objectives
areas follows:
• Risks to people, teams and skills impacting
ourcapacity to deliver services to customers;
• Pressure on margins due to increased cost
base, or through increased competition; and
• Competitive pressure leading to a loss of
market share in our target markets.
Conclusion
It was determined that none of the individual
risks would, in isolation, compromise the
Group’s viability. The Directors therefore
reviewed the outputs of the alternative
forecasts which were produced to model the
effect on the Group’s liquidity and solvency
ofsevere but plausible combinations of the
principal risks and uncertainties affecting
thebusiness.
Scenario 2 reflects the combination of all risk
factors identified and is considered a ‘worst
case scenario’. The Directors consider that
thisscenario addresses the key risk factors
outlined above.
Based on the current commercial outlook,
Scenario 2 is considered extremely severe and
has been prepared for the purpose of creating
outcomes that have the ability to threaten the
viability of the Group.
Strategic report
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Additional informationCorporate governance
Financial statements
Viability statement
In the case of such a scenario crystallising
theGroup would be required to take some
mitigating actions largely related to the level of
headcount in the business, the level of partner
usage and discretionary spending. In addition
there are many other different levers that
could be pulled to further minimise the
financial impact and maintain liquidity to
continue in operation.
Revenue and profitability are clearly affected in
this alternative scenario, however based on the
Group’s existing cash reserves, combined with
incremental cost reduction measures, the
business would retain sufficient cash reserves
to continue in operation throughout the
three-year forecast period, with the lowest
cash balance modelled in this period of £15m.
Whilst it is acknowledged that there is
continued uncertainty over future economic
conditions, based on the assessment of
prospects and viability, the Directors confirm
that they have a reasonable expectation that
the Group will be able to continue in operation
and meet its liabilities as they fall due over the
three-year period ending 31 December 2028.
Scenario 1:
This scenario assumes no conversion of sales
pipeline, cancellation of one major ongoing
customer project, loss of a large subscription
customer, an 11% reduction in ongoing delivery
services (ODS) work for existing customers
andprices held constant in order to retain
customers, resulting in a 17% reduction from
base case revenues by 2028.
Employee retention rates reduced, resulting
inan 18% reduction in headcount from base
case by 2028 and partner usage is reduced
by36% from base case in 2026 and beyond.
Exceptional costs are also included to manage
the reduction in headcount.
Direct costs relating to partner usage and
Cloud hosting services are significantly
reduced in line with customer activity, however
salary costs per person increase as a result of
labour market factors and the need to retain
personnel. Overheads including SG&A salaries
reduced in line with headcount, and the level of
bonuses and profit share are also reduced in
line with performance.
In this scenario there would be no payment
ofspecial dividends after June 2026, however
annual ordinary dividends and share
purchases for option vestings would continue
as planned.
Scenario 2:
This scenario assumes no conversion of sales
pipeline, cancellation of one major ongoing
customer project, loss of three large
subscription customers, an 11% reduction in
ODS work for existing customers and prices
held constant in order to retain customers,
resulting in a 26% reduction from base case
revenues by 2028.
Employee retention rates reduced, resulting in
a 26% reduction in headcount from base case
by 2028 and partner usage is reduced by 36%
from base case in 2026 beyond. Exceptional
costs are also included to manage the
reduction in headcount.
Direct costs are reduced further than in
Scenario 1 as well as further reductions in
operating and capital expenditure in line with
headcount. Salary increases are maintained in
order to retain personnel. No bonuses are paid
and profit share reduced in line with
performance.
In this scenario there would be no payment
ofspecial dividends after June 2026, however
annual ordinary dividends and share
purchases for option vestings would continue
as planned.
The Strategic report and Financial review are
approved by the Board of Directors and signed
on its behalf by:
Andrew Denton
Chief Executive Officer
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Financial statements
Viability statement continued
55 Chairman’s introduction
56 Code compliance
57 Board at a glance
58 Board of Directors
60 Company Leadership Team
61 Our governance framework
62 Board leadership and Company purpose
64 Board activities
66 Division of responsibilities
68 Composition, succession andperformance
71 Nomination Committee Report
75 Audit and Risk Committee Report
82 Remuneration Committee Report
85 Annual report on remuneration
99 Directors’ Remuneration Policy
103 Directors’ Report
107 Statement of Directors’ responsibilities
Corporate
governance
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Financial statements
The Board has taken
responsibility for the long-
term success of the Company
through setting, overseeing
and driving the Company’s
culture, values and strategy.
Andrew Page
Executive Chair
Dear Shareholders,
On behalf of the Board, I am pleased to present
the Group’s corporate governance report for
the year ended 31 December 2025. This report
outlines our year of strong performance,
disciplined oversight and strategic clarity which
have enabled us to continue progressing all
aspects of our business across the Group.
2025 Performance
Alfa continued to perform well in 2025,
maintaining good momentum across the
business. The Board oversaw the continued
execution of the Alfa strategy, which remains
centred on sustainable growth, operational
resilience and disciplined capital allocation.
Our performance during the year reflects the
strength of this approach, demonstrated in
ourstrong subscription revenue growth and
diversification across end markets. This was
achieved whilst maintaining a conservative
balance sheet and a business model that is
designed to withstand a dynamic operating
environment.
Throughout 2025, Alfa continued to make
strategic progress in delivery whilst enhancing
our operational model to support sustained
future delivery and growth. We continued to
build on our cloud hosting operation including
expansion into Poland which positions the
business for operational efficiency and scale.
Alfa Capital Management
We have continued to exercise disciplined
capital management, delivering ordinary and
special dividends during the year. This reflects
our commitment to providing consistent
returns as we invest to drive long-term growth.
Our people and culture
A healthy, values-driven culture remains
fundamental to our long-term success.
TheBoard has taken responsibility for the
long-term success of the Company through
setting, overseeing and driving the culture,
values and strategy.
The Board receives regular updates on
employee engagement, retention and
development, recognising that delivering
shareholder value and looking after all
stakeholders is at the core of our strategy.
Environmental, Social and Governance
(ESG)
The Board is committed to our ESG agenda and
continues to ensure that initiatives are aligned
to our longer-term sustainable values.
Following the publication of the UK Corporate
Governance Code 2024, the Board has received
regular updates on the Group’s compliance and
preparations. Details of our current compliance
position and preparations for Provision 29 are
set out on page 36.
Looking ahead
The Board is pleased to have overseen
thedelivery of exceptional financial and
operational performance in 2025, whilst
Alfacontinues to excel and develop its strategy
for the benefit of all our stakeholders. On
behalf of the Board, I would like to thank all
Alfa employees for another excellent year.
Andrew Page
Executive Chair
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Strategic report Additional informationCorporate governance
Financial statements
Chairman’s introduction
1. Board leadership and Company purpose
Board leadership and
Company purpose 62
Risk management 34 to 44
Stakeholder engagement 45 to 47
2. Division of responsibilities
Board of Directors 58 to 59
Our governance framework 61
Division of responsibilities 66 to 67
3. Composition, succession and evaluation
Board and Committee composition 68
Diversity, equity and inclusion 70
Succession planning 73
Board performance 68
4. Audit, risk and internal control
Internal audit 80
External audit 80
Internal control and risk management 79
Review of financial statements 109
5. Remuneration
Remuneration Committee report 82 to 98
2025 Directors’ Remuneration
Policy – a summary 99 to 102
The UK Corporate Governance
Code 2024: Our compliance
This corporate governance statement,
including the Nomination Committee, Audit
and Risk Committee and Remuneration
Committee Reports, explains how we have
applied the principles and complied with
theprovisions of the 2024 UK Corporate
Governance Code (the ‘Code’) during the
year. Except for the matters which are
explained below (in line with the ‘comply or
explain’ principle), the Company complied
fully with thePrinciples and Provisions of
the Code throughout the financial year in
respect ofwhich this statement is prepared
and continues to do so as at the date of
thisstatement.
Exceptions to compliance
The Group has complied with the Code
provisions during the financial year with
theexception of:
Provision 9: The Chairman of the Board
wasnot independent on appointment as
hepreviously held the position of Chief
Executive Officer and is the controlling
shareholder ofthe Company. On listing,
theBoard unanimously supported, and
continues to support, the appointment
ofthe Chairman to retain his skillsand
experience, and ensure continuity
ofservice of Alfa’s customers and
commercialpartners.
Provision 21: The Board agreed to defer
anexternal review. It was determined that
the Board’s priorities were best served by
focusing on strategic development and
operational effectiveness. The Board will
continue to assess the appropriate timing
for its next externally facilitated evaluation
to ensure alignment with governance best
practice and the needs of the business.
Further information is on page 68.
How the Board adopted the UK Corporate Governance Code 2024
Key change to principles and provisions What we have done
Board leadership and Company purpose
Principle C
To focus on board decisions and the
outcomesin context of the company’s
strategyand objectives.
Our section 172 disclosure (see pages 48 to 51)
outlines the key decisions made by the Board
during 2025.
Provision 2
The board’s role to not only assess and monitor
company culture but to ensure the desired
culture is embedded.
Details of how the Group’s culture has been
monitored and embedded (see page 63).
Composition, success and evaluation
Principle J
To promote diversity, inclusion and equal
opportunity when appointing to the board.
The Nominations Committee report outlines
theBoard’s recognition of the role of diversity
when reviewing its composition and making
appointments to the Board (seepages73 to 74).
Audit, risk and internal control
Principle O
The board to be responsible for maintaining
theeffectiveness of risk management and the
internal control framework.
The risk management structure outlines the
Board’s responsibility for maintaining the
effectiveness of risk management and the
internal control framework (see page 79).
Provision 29 (In progress)
To describe how the board has monitored and
reviewed the effectiveness of the framework.
Adeclaration of effectiveness of the material
controls as at the balance sheet date. To describe
any material controls that have not operated
effectively as at the balance sheet date.
As part of the Internal Controls Project, we
havecommenced the process to identify
Alfa’smaterial controls in preparation for the
declaration of effectiveness as at 31 December
2026. Further information on identifying our
material controls is set out onpage 36.
Remuneration
Provision 37
Director remuneration contracts/agreements
should include malus and clawback.
The provision of malus and clawback and the
circumstances inwhich it could be applied is
detailed in the Remuneration Committee report
on page 102.
Provision 38
Describe malus and clawback including the
provisions that have been used in the last
reporting period.
A copy of the 2024 Code, issued by the
Financial Reporting Council, can be found
atwww.frc.org.uk.
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Strategic report Additional informationCorporate governance
Financial statements
Corporate Governance Code 2024 compliance
Breakdown of Board activities
Meeting agendas balance standing items and
updates, with time allocated by percentage.
Deep dives
22%
Strategy
23%
Executive
updates
44%
Governance
matters
11%
Strategy
During strategy updates, the Board evaluates
Alfa’s strategic priorities and the progress
todate.
Deep dives
External advisors and members of the
Company Leadership Team conduct deep-dive
sessions on strategic areas of importance,
affording the Board the opportunity to provide
feedback and guidance. A summary of the
deep-dive sessions delivered in 2025 is
presented on pages 64 to 65.
Executive updates
Executive Directors present high-level
operational and financial updates, detailing
theprincipal challenges encountered and the
actions undertaken during the period.
Governance matters
The Company Secretary presents an overview
of legal matters arising during the period, along
with notification of any anticipated changes to
applicable laws or regulations.
Board
attendance
Committee
membership
Skills
and experience
Scheduled
Strategy
Audit and Risk
Nomination
Remuneration
ESG
Governance and
risk management
Financial
People, talent
and culture
International
business
Operational
Strategy
Technology and
cyber security
Non-Executive
Directors
Steve Breach 7/7 2/2
C
Adrian Chamberlain 7/7 2/2
C
Charlotte de Metz* 6/7 2/2
Reena Raichura 7/7 2/2
Chris Sullivan 7/7 2/2
C
* Charlotte de Metz was unable to attend one meeting due to illness.
Executive Directors
Andrew Page (Chair) 7/7 2/2
Andrew Denton (CEO) 7/7 2/2
Duncan Magrath (CFO) 7/7 2/2
Matthew White (COO) 7/7 2/2
Board ethnicityNon-executive tenure
0-3 years
20%
3-6 years
40%
White
89%
Male
78%
6-9 years
40%
Asian
11%
Female
22%
Board gender
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Strategic report Additional informationCorporate governance
Financial statements
Board at a glance
Other appointments
Director of CHP Software and
Consulting Holdings Limited, CHP
Holdings Group Limited, CHP Financial
Holdings Limited, CHP Financial Limited
and CHP Propco Limited
Other appointments
Director of CHP Software and Consulting
Holdings Limited, CHP Holdings Group
Limited, Professors Without Borders
and The Leasing Industry Philanthropic
and Research Foundation Limited
Other appointments
None
Other appointments
None
Andrew Page
Executive Chairman
Appointed: May 2017
Andrew Denton
Chief Executive Officer
Appointed: April 2017
Duncan Magrath
Chief Financial Officer
Appointed: April 2020
Matthew White
Chief Operating Officer
Appointed: October 2019
Skills and experience
Andrew is one of the founding
Directors of Alfa. Andrew became the
Chief Executive Officer in 2010 and the
Executive Chairman in September 2016.
Andrew provides commercial oversight
and, with the Board, sets the strategic
direction and goals of the Company.
Andrew has considerable senior
management experience and a
deepunderstanding of the auto
andequipment finance industry.
Skills and experience
Andrew Denton has been CEO of Alfa
since September 2016, having held
roles as Sales & Marketing Director and
Chief Operating Officer since he joined
the Company in 1995.
Andrew is Director and joint founder of
the Leasing Foundation, supporting the
leasing and auto and equipment finance
industry through charitable activities,
research and development. Andrew is
an advisor to The Women’s Association,
boosting gender equality in the
corporate world, and he is a proud
member of the Board of Trustees for
Professors Without Borders, bringing
top-level educators and global experts
to the doorsteps of students worldwide.
Andrew is a computer scientist by
training, and has considerable senior
management experience and
significant experience in the auto
andequipment finance industry.
Skills and experience
Duncan started his career at
PriceWaterhouse, and qualified as a
Chartered Accountant in 1989. He
joined Ocean Group in 1992, and spent
13years in the UK and USA in various
finance rolesasthe group transformed
into Exel Logistics. Hejoined Balfour
Beatty, the infrastructure company,
in2006 and was Group CFO from
2008to 2015. In 2016 he joined Rubix,
an Industrial Parts Distributor, as
Group CFO and was in that role
throughto 2019.
Duncan has extensive experience in
senior financial positions both in the UK
and internationally, including a deep
understanding ofinvestor relations and
financial strategy. Duncan is a Fellow of
the Institute of Chartered Accountants
in England & Wales.
Skills and experience
Matthew joined Alfa as a graduate in
1999, starting in a software development
role. In his 25-year career delivering
software for the auto and equipment
finance industry, he has direct
experience of everything involved
insystems implementation, from
configuration and testing support to
project management for a number of UK
and European projects. From 2010 to
2016, Matthew’s role grew to include
responsibility for most of the operations
of the Company, before he led Alfa’s IPO
in 2017. As Chief Operating Officer,
Matthew is accountable for the global
operations of the business, including
Alfa’s people function, technology
platform and project delivery. Matthew is
also responsible for the documentation
and communication of Alfa’s strategy.
Matthew has considerable senior
management experience in software
company operations, software
development and all aspects of
systemsimplementation and delivery.
Committee membership
Audit and Risk Nomination Remuneration Committee chair
A N R
N
Other appointments
Chairman of the Westminster Abbey
Investment Committee, Non-Executive
Director of Cannaray Limited and
DVCPLimited
Chris Sullivan
Senior Independent
Non-Executive Director
Appointed: July 2019
Skills and experience
Chris served as CEO of the Corporate &
Investment Bank at Santander UK and
has held various CEO roles at The Royal
Bank of Scotland and NatWest over a
40-year career. He spent 11 years on
the Group Executive Committee, and
led key divisions such as Corporate
Banking, Retail Banking, Direct Line,
and Retail Direct, and was appointed
Deputy Group CEO in March 2014.
Withnearly 30 years at the Lombard
Group, including as CEO, Chrisbrings
significant expertise in theauto
andequipment finance industry.
Additionally, he served as theSenior
Independent Director (SID) for DWF
Group PLC until its delisting in
October2023.
Chris has extensive experience of
corporate, investment and retail
banking and asset financing together
with general management and listed
company experience.
R
N
A
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Strategic report Additional informationCorporate governance
Financial statements
Board of Directors
Committee membership
Audit and Risk Nomination Remuneration Committee chair
Other appointments
Director of Elucid Partners Limited and
ANDigital Limited
Other appointments
Senior Independent Non-Executive
Director ofiomart Group PLC
Other appointments
Chief People Officer, Corsearch
Other appointments
Chief Product Officer, Trading
Technologies
Other appointments
Chair of Trustee for Accenture
Retirement Savings Plan and Accenture
Pension Plan
Steve Breach
Independent Non-Executive
Director
Appointed: August 2019
Adrian Chamberlain
Independent Non-Executive
Director
Appointed: April 2020
Charlotte de Metz
Independent Non-Executive
Director
Appointed: April 2020
Reena Raichura
Independent Non-Executive
Director
Appointed: June 2024
Peter George
Independent Non-Executive
Director
Appointed: As of January 2026
Skills and experience
Steve is a member of the Institute of
Chartered Accountants in England
andWales, having qualified with
EYin1993 where he focused on
providingcorporate finance advice to
technology businesses in the UK and
internationally. Steve has 17 years’
experience as Chief Financial Officer
ofa number of businesses. Between
2010 and 2016, Steve was CFO of Tribal
Group PLC, a leading international
provider of student management
software to the education market.
Steve has subsequently pursued
aportfolio career, acting as advisor to
anumber of privately owned companies.
Steve has held a number of CFO roles
and has extensive experience in
corporate finance.
Skills and experience
Adrian is the Senior Independent
Director of iomart Group PLC. From
2017 to 2023, Adrian was Senior
Independent Non-Executive Director
ofCambridge University Health Trust.
He previously held senior executive
positions in a number of private and
public tech and telecommunications
companies including Chief Executive
Officer of Messagelabs and Achilles Ltd,
a member of the Board of Cable &
Wireless and Bovis Lend Lease, and
amember of the Operations Board
atSymantec. He was the Executive
Chairman of eConsult Ltd, a leading
cloud-based medical triage company.
Adrian has extensive experience
internationally in both the private and
public sectors, particularly in strategy
formulation and execution, technology
and SaaS. He holds an MA in History
from Cambridge and an MBA from the
London Business School.
Skills and experience
Charlotte is the Chief People Officer at
Corsearch which focuses on Trademark
and Brand and Content Protection
Solutions. She previously served as
CPO at Keyloop and Synamedia
whereshe led a large-scale global
transformation and was Executive Vice
President at Finastra, aglobal fintech
where she was responsible for
executive talent, ESG, culture and
values, and DEI. Prior to 2012 Charlotte
spent over 11 years at Ventyx. During
her tenure at Ventyx she held various
HR roles, latterly as Human Resource
Manager for Rest ofWorld.
Charlotte has a strong track record
indelivering innovative employee
development, engagement, and
retention practices. She also has
extensive experience in managing
high-impact, enterprise-wide
transformations in challenging,
fast-paced environments.
Skills and experience
Reena is the Chief Product Officer at
Trading Technologies, a global capital
markets technology platform. She has
over 20 years’ international experience
in financial services technology and
product management. She is renowned
for her work at theintersection of
business and technology and has a
proven track record of driving business
value through technological innovation
andcollaboration.
Reena was the founder of Finergise,
aboutique fintech advisory and
consulting firm. Prior to this, Reena was
Director, Head of Product Solutions, at
fintech startup interop.io and has held
senior product and technology roles at
leading financial services companies,
including J.P. Morgan and Fidessa. She
brings deep expertise across the entire
product development lifecycle, and
hasextensive knowledge of fintech
andcapital markets.
Skills and experience
Peter has over 40 years’ experience
inoperational management,
transformation and commercial
leadership across financial services,
automotive and engineering sectors,
with senior positions at organisations
such as Textron, Xchanging and
Accenture. During his tenure at
Accenture, Peter was most recently
UKand Ireland Managing Director for
Business Process Outsourcing. Early
on, he held various operational, design
and management roles within the
motor sector.
Throughout his career, Peter has
gained extensive international
experience across these industries.
Heis also known for his leadership and
stakeholder engagement skills, with a
strong focus on leading through people
and empowering individuals to achieve
their best.
R
R R R
N N N N
A
A A A
A N R
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Strategic report Additional informationCorporate governance
Financial statements
Board of Directors continued
Andrew Denton
Chief Executive Officer
Joined Alfa August 1995
Duncan Magrath
Chief Financial Officer
Joined Alfa March 2020
Matthew White
Chief Operating Officer
Joined Alfa June 1999
Richard Dewire
Chief Revenue Officer
Joined Alfa January 2001
Vicky Edwards
Chief People Officer
Joined Alfa March 2020
Andrew Flegg
Chief Technology Officer
Joined Alfa February 2005
James Paul
Chief Delivery Officer
Joined Alfa September 1999
Relevant experience/previous roles
Richard has over 20 years in the auto and
equipment finance industry and an in-depth
knowledge of Alfa Systems through many years
ofimplementation, with extensive knowledge
ofAlfa’s sales and commercial process. He was
previously Director of Strategy and Investment.
Relevant experience/previous roles
Vicky joined Alfa in March 2020, bringing 26
yearsof experience in consultancy businesses.
Acommercially focused HR leader, Vicky has
heldleadership roles across HR, commercial and
operations functions, as well as C-suite level
positions in the professional services, technology
and energy sectors.
Relevant experience/previous roles
Andrew brings over 35 years of programming
experience, over 25 years in commercial software
development and over 15 years in the auto and
equipment finance industry. As CTO, he’s
responsible for all of Alfa’s technology, from
internal IT systems, to information security, the
Alfa Systems platform and solution architecture.
Relevant experience/previous roles
James is accountable for all implementations
across the globe and has responsibility for
support, resourcing and partnering. James
hasover 25 years’ experience implementing in
auto and equipment finance for organisations
ofallsizes.
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Strategic report Additional informationCorporate governance
Financial statements
Company Leadership Team
Our corporate governance framework
clearly defines responsibilities and
ensures that the Group has the right
systems and controls to enable the
Board and its Committees to oversee
the business effectively, providing
challenge where necessary.
Board of Directors
The Board is collectively responsible for the long-term success of the Company. The business of the Company is managed by the Board who
may exercise all of the powers of the Company. Although the Board retains overall responsibility, it delegates certain matters to the Board
Committees, and the detailed implementation of matters approved by the Board and the day-to-day operational aspects of the business to
the Company Leadership Team(CLT).
Governance committees
These governance committees are chaired by a member of the CLT and report to the CLT, and the Board or Board Committees as appropriate.
Company Leadership Team
The CLT is responsible for the day-to-day running of the business, carrying out and overseeing operational management, and implementing
the strategies that the Board has set.
Audit and Risk Committee
Provides independent assessment and
oversight of financial reporting processes.
Itoversees, on behalf of the Board, the
riskmanagement strategy, risk appetite
and the effectiveness of internal
controlprocesses. It also oversees the
effectiveness of the internal and external
audit functions.
Deal Committee
The Deal Committee
determines standard
guidelines for an acceptable
deal in terms of financial
position and key
contractualterms.
Disclosure and
GovernanceCommittee
The Disclosure and
Governance Committee
maintains an overview of
thecorporate structure and
oversees the disclosure of
information by the Group
tomeet its obligations as
alistedcompany.
ESG Steering Group
The ESG Steering Group
supports the CLT in
implementing Environmental,
Social and Governance (ESG)
strategy and managing
relevant matters relating to
our communities covering
environmental and social
matters.
Investment Committee
The Investment Committee
ensures that Strategic
Investment initiatives align
with Alfa’s businessstrategy.
Nomination Committee
Reviews the size, composition, tenure and
skills ofthe Board. It also leads the process
for new appointments, monitors Board
and senior management succession
planning, reviews the talent pipeline and
talent management, and considers
independence, equity, diversity and
inclusion, and governance matters.
Remuneration Committee
Determines the remuneration, bonuses,
long-term incentive arrangements,
contract terms and other benefits in
respect of the Executive Directors, the
Chairman, the Company Secretary and
senior management. Oversees the
remuneration and workforce policies and
takes these into account when setting the
policy for Directors’ remuneration.
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Strategic report Additional informationCorporate governance
Financial statements
Our governance framework
Board leadership and purpose
The Board guides the Company’s strategic
vision and ensures that decisions are aligned
with Alfa’s core purpose, values and long-term
objectives. The Board recognises that a culture
which promotes inclusion, collaboration and
openness to different perspectives is essential
to the effective delivery of strategic projects
and initiatives.
The Group has established processes to
support employee engagement and the
reporting of concerns. Under a framework
ultimately overseen by the Board, colleagues
can raise issues through management
channels or via whistleblowing mechanisms.
Insights from employee engagement, together
with the Section 172 statement, Stakeholder
Engagement and ESG reporting, help the Board
understand the prevailing culture and ensure
alignment with strategy and values.
Corporate governance framework
The Board and its Committees oversee
thebusiness within a robust governance
framework that supports high standards
ofconduct, effective decision-making
andsustainable long-term growth. Clear
responsibilities, strong systems and effective
controls help ensure the delivery of Alfa’s
strategic objectives.
The Board has overall responsibility for
ensuring the Company has adequate
resourcesto meet its strategic priorities. A risk
management framework is in place to identify,
manage and report on the risks facing the
business. The Board reviews these risks at
least annually, including a robust assessment
of emerging and principal risks. Efficient
internal reporting, strong internal controls
andongoing oversight of risks are embedded
within our processes and aligned to the
Group’s purpose, values and strategy.
The role of the Board
The Board is responsible for defining the
Company’s purpose, values and strategy to
drive long-term success, create shareholder
value and make a positive impact on society.
Itacknowledges its accountability to
stakeholders and the importance of fostering
astrong culture and ethical behaviour across
the Group.
Our governance framework establishes clear
lines of accountability. While day-to-day
operations are delegated to the Executive
Directors, the Board retains authority over key
strategic and operational decisions. Board
Committees support effective oversight by
undertaking specific responsibilities on behalf
of the Board.
How the Board operates
Over the course of the year, the Board
considered a comprehensive programme of
matters, including operational and financial
performance, strategic reviews and
governance updates. These discussions ensure
the Board maintains effective oversight and
provides appropriate challenge and support
tomanagement.
Board meetings
Board meetings are conducted in an
environment that encourages open discussion,
constructive challenge and thoughtful debate.
The Board maintains a forward agenda to
ensure its time is used effectively and is
supported by the Company Secretary in
facilitating meetings.
In 2025, the Board held seven scheduled
meetings, supplemented by two strategy
meetings and a number of informal discussions
on operational matters. Meetings were held
inperson where possible, with remote
attendance available as required. Materials
were circulated electronically in advance to
allow Directors sufficient time for review.
The Non-Executive Directors also met during
the year without the Executive Directors
present, and the Senior Independent Director
led the review of the Chair’s performance.
Non-Executive Directors were also given the
opportunity to meet without the Chair present.
Committees
The Audit and Risk and Remuneration
Committees arecomprised solely of
independent Non-Executive Directors.
TheNomination Committee is comprised
ofNon-Executive Directors, the Executive
Chairman and is chaired by the Senior
Independent Director. Details of the
composition and activities of theCommittees
can be found in the Audit and Risk Committee
Report on pages 75 to 81; the Nomination
Committee Report on pages 71 to74; and
theDirectors’ Remuneration Report on
pages82 to 102.
Board and Committee meetings andattendance
Board
1
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Andrew Page 7/7 3/3
Andrew Denton 7/7
Duncan Magrath 7/7
Matthew White 7/7
Steve Breach 7/7 4/4 3/3 3/3
Adrian Chamberlain 7/7 4/4 3/3 3/3
Charlotte de Metz
2
6/7 4/4 2/3 2/3
Reena Raichura 7/7 4/4 3/3 3/3
Chris Sullivan 7/7 4/4 3/3 3/3
1. In addition to the six scheduled Board meetings there were two Board Strategy meetings.
2. Charlotte de Metz was unavailable to attend one round of meetings due to illness.
Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025
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Strategic report Additional informationCorporate governance
Financial statements
Board leadership and Company purpose
Establishing and embedding
ourculture
For over 35 years, culture has been a defining
feature of Alfa’s success, and its preservation
remains a key priority for the Board. The Board
is confident that Alfa’s culture is strong,
purpose-driven and well positioned to support
continued growth.
As part of its governance responsibilities, the
Board has actively monitored and guided the
People strategy to ensure it supports long-
term growth while preserving Alfa’s distinctive
culture. In doing so, our people can thrive, our
customers and suppliers experience the
highest standards of partnership, and the
business is managed effectively to generate
sustainable returns for investors and support
the wider communities we serve.
Throughout 2025, the Board continued to
oversee a culture that promotes inclusion,
transparency and continuous learning. Regular
updates from management, insights from
colleagues and workforce engagement
activities enabled the Board to monitor culture
closely and ensure alignment with Alfa’s
strategic priorities.
Our quarterly Pulse survey remained a central
tool for assessing employee sentiment, with
engagement averaging 80.5% across the year.
The Board was pleased to note that:
• 86% of colleagues believe Alfa fosters an
inclusive environment; and
• 84% feel able to be themselves at
work,reflecting our commitment to
psychological safety.
Enhancements to the Pulse process, including
rotating review groups and clearer feedback
channels, further strengthened the link
between colleague insight and action.
Promoting a positive culture
It is our collective responsibility to build culture
into everything we do and ensure that all
colleagues feel free to bring their authentic
selfto work and realise their full potential.
Our culture and values shape the way Alfa does
business, and living these values starts with
our leaders. The Board sets the tone from the
top, demonstrating the behaviours expected
across the organisation and reinforces our
purpose and values.
To understand what matters most to
colleagues, the Board creates regular
opportunities for engagement, supported by
arange of cultural monitoring tools including
surveys, Town Halls, and both formal and
informal interactions. Customer feedback
gathered throughout the sales,
implementation and service lifecycle also
provides valuable insight into how our values
are reflected externally.
Values, purpose and identity
The Board fully supports the Alfa strategic
framework, which defines the Company’s
values, purpose and identity. These values are
central to how we operate and guide the
behaviours expected across the organisation.
As a software and delivery company, our three
differentiators, People, Product and Delivery,
shape our identity and underpin how we
createvalue.
Talent acquisition and development
The Board oversaw a significant scaling of
recruitment and talent development to meet
increased customer and project demands. This
included revising recruitment plans to bring
onover 50 new joiners, enhancing the modular
induction programme for both graduates and
experienced hires, and focusing on rapid
deployment of talent into high-priority
projects. Succession planning was extended
topivotal delivery roles, ensuring a robust
pipeline for future growth.
Leadership and performance
Investment in leadership capability remained a
priority, with continued rollout of leadership
programmes and the introduction of new
training such as ‘Listen Up’ to foster openness
and accountability. The Board supported
theevolution of performance management,
moving from annual reviews to a continuous
conversations framework, underpinned by
real-time feedback and a comprehensive
communications plan.
Navigating global growth
As Alfa expanded internationally, the Board
maintained oversight of compliance with
complex employment, tax and immigration
requirements. The Board supported the
establishment of two new branches, in Poland
and Portugal, recruitment of specialist
expertise, and the management of remote
workers across multiple jurisdictions, ensuring
that growth did not compromise culture or
employee wellbeing.
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Culture and values
April
March
June
January
2025 Board Activity
During the year, the Board provided leadership and oversight across strategy, performance, risk and
governance. In taking decisions, the Board had regard to its duties under section 172 of the Companies
Act 2006. The key Board decisions made during the year, and how stakeholder interests were considered
and informed outcomes, are set out in the section 172 statements on page 48.
Board
Board meeting
Board
Committees:
Audit and Risk
Remuneration
Nomination
Broker presentation:
A review of the economic outlook
and Company benchmarking,
including UK/global trends,
capital market reforms, equity
performance, TSR, trading and
investor engagement
Board, AGM and strategy
Director duties:
An update on Directors’ duties and
UK Listing Rule updates: focus on
inside information disclosure, insider
lists, and PDMR clearance and
reporting requirements
Cyber and information
security update:
A review of cyber risk
management and operational
preparedness
Board
Committees:
Audit and Risk
Broker update:
An overview of the EMEA
market and key themes in the
technology sector
People and Culture:
A review of the People strategy
focusing on talent, growth and culture
ESG training:
An update on ESG reporting
developments and Board assurance
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The Board in action
December
October
August
AI: Embracing innovation and
Disruptive Technologies
The Board received an update on Alfa’s
Artificial Intelligence (AI) strategy, outlining
a four-pillar framework designed to harness
innovation, improve internal and client
efficiencies and maintain Alfa’s market
leadership while managing emerging
risks.The strategy focuses on building AI
literacy across the organisation, driving
productivity and process simplification
through internal efficiencies, enhancing
delivery through tools such as the AskThea
chatbot and automated log analysis, and
embedding AI driven features into Alfa’s
products, including the secure deployment
of new AI capabilities in Alfa Cloud.
The Board also reviewed the associated
risks and mitigations, noting the balanced
approach taken to ensure agility, security
and customer focus as AI technologies
evolve.
Provision 29: Internal
Controls Project
Alfa has progressed its Internal Controls
project to align with the enhanced
requirements of Provision 29. The approach
focuses on identifying a proportionate
setof material controls across financial,
operational, reporting and compliance
riskareas. Alfa is adopting a streamlined
framework centred on a smaller number
ofentity-level controls and control
frameworks, underpinned by assurance
mapping to demonstrate how each material
risk is mitigated and evaluated. The Board
supports this approach, emphasising
ongoing monitoring and Board training,
andmaintaining appropriate documentation
to support the Directors’ declaration of
effectiveness.
Board Board
Board and strategy
Committees:
Audit and Risk
Committees:
Remuneration
Nomination
Committees:
Audit and Risk
Remuneration
Nomination
Revenue update:
A review of Revenue
performance and growth
opportunities
Delivery update:
A review of Delivery capability
across all regions, including
scaling and improving efficiency
AI: Embracing innovation and
Disruptive Technologies
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The Board in action continued
Setting the strategic direction of the Group
Division of responsibilities
Alfa is led and controlled by the Board, which
iscollectively responsible for the long-term
andsustainable success of the Group. The
structure and the roles of the Board and its
Committees ensure that control and oversight
give a balanced approach to risk and are
aligned with Alfa’s culture. This assists the
Board with carrying out its responsibilities and
is designed to ensure that focus is maintained
on strategy, monitoring the performance of the
Group, governance, risk and control issues.
The Board is collectively responsible for
thelong-term success of the Group and for
ensuring leadership within a framework
ofeffective controls.
The Board responsibilities
We have clear and documented roles and
separation of duties between the Chairman
and the CEO. The Alfa CEO, Andrew Denton, is
responsible for executing the Alfa strategy and
day-to-day operations, and leading the CLT.
Andrew Page, as Executive Chairman, provides
oversight and guidance to Andrew Denton on
the strategic direction, key commercial and
contracting decisions in addition to his
responsibilities for running an effective Board.
All Directors have access to the advice of the
Company Secretary and may obtain
independent professional advice at the
Company’s expense. In addition, a Directors’
and Officers’ liability insurance policy is
maintained for all Directors and each Director
has the benefit of a deed of indemnity. The
appointment and removal of the Group
Company Secretary is a matter for the Board
asa whole.
Matters reserved for the Board
The Board has adopted a formal Schedule of
Matters specifically reserved for its decision-
making and approval. The matters that the
Board considers suitable for delegation are
contained in the Terms of Reference of each
Board Committee. There are certain key
responsibilities that the Board does not
delegate and which are reserved for its
consideration. The full Schedule of Matters
Reserved for the Board is available under the
Corporate governance section on our website.
Company Secretary
The Company Secretary, through the
Chairman, is responsible for advising the Board
on all governance matters and for ensuring
that Board procedures are followed, that
applicable rules and regulations are complied
with, and that due account is taken of relevant
codes of best practice. The Company Secretary
is also responsible for ensuring communication
flows between the Board and its Committees,
and between senior management and
Non-Executive Directors.
Workforce policies and practices
Our people bring a diverse range of
experience, expertise and perspectives that
underpin Alfa’s values and culture and are
essential to the delivery of our strategic
objectives. Fostering a positive environment
in which colleagues feel valued, motivated
and able to thrive is fundamental to Alfa’s
success. The Board recognises and supports
significant investment of time and resources
in our people to ensure Alfa can attract and
retain talent and continue to develop the
skills of its workforce.
A central element in creating this
environment and culture is Alfa’s Ethics and
Code of Conduct Policy. The Policy clearly
sets out a zero-tolerance approach to
dishonest and corrupt behaviour and seeks
to educate employees on unlawful and
unethical conduct. Compliance with the
Policy helps to protect Alfa’s reputation and
supports strong relationships with
colleagues, investors, customers and other
stakeholders. It provides clear guidance on
the legal and ethical issues employees
mayencounter in the course of their work,
together with the standards of behaviour
expected of those working at Alfa. It also
offers practical information to support
employees in working effectively and
efficiently, helping to embed Alfa’s values
and expected behaviours across
theorganisation.
The Board is responsible for overseeing the
Company’s arrangements for enabling
theworkforce to raise concerns and is
committed to fostering a culture in which
individuals feel confident to speak up
without fear of retaliation. Oversight is
maintained through regular reporting on
thenumber and nature of concerns raised
via the whistleblowing process, together
withthe outcomes of those reports.
Whistleblowing and incident reporting
mechanisms are in place to ensure that
concerns can be formally reported,
appropriately investigated and addressed.
The key role of the Board:
Reviewing the
Group’s purpose
and culture
supported by
itsvalues
Ensuring that
thenecessary
financial and
human resources
are in place for the
Group to meet its
objectives
Providing
leadership within
a framework of
effective controls
which enables risk
to be assessed
andmanaged
Overseeing
implementation
of the strategy by
ensuring that the
Group is suitably
resourced to
achieve its
strategic
aspirations
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Division of responsibilities
Role Principal responsibilities
Executive Chairman
Andrew Page
The Chairman is responsible for the effective leadership of the Board and maintaining a culture of openness and
transparency at Board meetings. The Chairman also promotes effective communication between Executive and
Non-Executive Directors and ensures all Directors effectively contribute to discussions and feel comfortable in
engaging in healthy debate and constructive challenge. The Chairman ensures all Directors receive accurate,
timelyand clear information to assist them to make their decisions and identifies training and development
needsas required.
Chief Executive Officer
Andrew Denton
The Chief Executive Officer has day-to-day responsibility for the effective management of Alfa and for ensuring
thatBoard decisions are implemented. He plays a key role in defining and guiding the strategy, once agreed by
theBoard, whilst ensuring the successful delivery against the strategic plan and other key business objectives,
allocating decision-making and responsibilities accordingly. The CEO is also tasked with providing regular
operational updates to the Board on all matters of significance relating to the Group’s operations and for ensuring
effective communication with shareholders and other key stakeholders. The CEO identifies and executes new
business opportunities, and assesses potential acquisitions and disposals. He manages the Group with reference
to its risk profile in the context of the Board’s risk appetite and is responsible for the oversight of the ESG initiatives.
Chief Financial Officer
Duncan Magrath
The Chief Financial Officer has overall responsibility for management of the financial risks of the Group. The CFO is
responsible for financial planning and record-keeping, as well as financial reporting to the Board and shareholders.
The CFO ensures effective financial compliance and control, while responding to regulatory developments,
including financial reporting, effective allocation of capital, management of liquid resources, investor relations
andcorporate responsibility. The CFO has responsibility for the ESG reporting.
Chief Operating Officer
Matthew White
The Chief Operating Officer is responsible for day-to-day operational activities. The COO plays a key role in
developing key business operational models, monitoring performance against KPIs and ensuring adequate
staffingrecruitment to deliver development and systems implementation. The COO is responsible for software
development, systems implementation delivery and the delivery of HR resourcing and planning.
Senior Independent
Director
Chris Sullivan
The Senior Independent Director provides a sounding board for the Chairman and acts as an intermediary for
theNon-Executive Directors. The Senior Independent Director is available to shareholders should they have any
concerns, where communication through normal channels has not been successful or where such channels are
inappropriate. The Senior Independent Director meets with the Non-Executive Directors at least annually when
leading the Non-Executive Directors’ appraisal of the Chairman’s performance.
Non-Executive Directors
Steve Breach
Adrian Chamberlain
Charlotte de Metz
Reena Raichura
Peter George (1 January 2026)
The Non-Executive Directors bring insight and experience to the Board. They have a responsibility to constructively
challenge the strategies proposed by the Executive Directors; scrutinise the performance of management in
achieving agreed goals and objectives; and play leading roles in the functioning of the Board Committees, bringing
an independent view to the discussion.
There is a clear division of
responsibilities between the Board
andthe business. The roles of the
Chairman, Chief Executive Officer,
Chief Financial Officer, Chief Operating
Officer, Senior Independent Director
and Independent Non-Executive
Directors are set out in separate
rolestatements.
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Division of responsibilities continued
Board composition
The composition of the Board is subject to
ongoing review and all Board appointments
follow aformal search and selection process.
The Board delegates to the Nomination
Committee the responsibility to maintain the
appropriate composition of the Board. The
Nomination Committee ensures diversity
features strongly in its work on succession
planning.
The Board recognises that the diversity of its
Directors should reflect a range of views,
insights, perspectives and opinions, to facilitate
constructive discussion and enable enhanced
decision-making and effectiveness.
During the year, the Board reviewed the overall
balance of skills, experience, independence
and knowledge of the Board and Committee
members. We consider that the skills and
experience of our individual Directors,
particularly in the areas of financial services,
people and software, are fundamental to the
pursuit of our objectives. Further details of this
review, including actions taken, are set out in
the Nomination Committee Report on pages 71
to 74.
As required by provision 11 of the Code, at least
50% of the Board, excluding the Chairman, are
Independent Non-Executive Directors. As at
31 December 2025, the Board comprised of
nine members: the Executive Chairman, three
Executive Directors and five Independent
Non-Executive Directors. Details of the skills
and experience of each member of the Board is
set out in the Board biographies on pages 58
and 59.
The Board also believes that each of the
Independent Non-Executives has retained
independence of character and judgement and
has not formed associations with management
or others that may compromise their ability to
exercise independent judgement or act in the
best interests of the Group.
Board performance
As outlined in the Corporate Governance
Compliance section, the Company did not
undertake its triennial externally facilitated
Board evaluation during the year.
The Board concluded that deferring the
externally facilitated review was appropriate
given the Company’s strategic priorities and
operational focus. It considered that Board
effectiveness would be best supported by
dedicating time and resources to strategic
development and operational execution rather
than conducting an external evaluation at
thisstage.
The Board also undertook a careful
assessment of the potential risks associated
with a temporary departure from Provision 21.
These risks were mitigated through enhanced
oversight by the Chair, including informal
performance evaluations, regular feedback
mechanisms, and continued monitoring of
Board composition, skills and succession
planning. The Board assessed the impact of the
deferral and remains satisfied that it has had
no adverse effect on its effectiveness or on the
overall quality of governance.
Notwithstanding the absence of a formal
evaluation during the year, the Chair is satisfied
that the Board and its Committees continue to
operate effectively and that the balance of
skills, experience and contribution across the
Board remains appropriate to support the
Group’s long-term success.
Chairman’s and Directors’
performance
During the year, the Senior Independent
Director evaluated the performance of the
Chairman. In addition, the Non-Executive
Directors met independently from the
Executive Directors to discuss with the
Chairman the overall functioning of the
Boardand the Chairman’s contribution in
making it effective.
In addition, the Chairman holds regular
meetings with individual Directors at
which,among other things, their individual
performance is discussed. Informed by the
Chairman’s continuing observation of
individual Directors, these discussions form
part of the basis for recommending the
reappointment of Directors at the Company’s
AGM, and include consideration of the
Director’s performance, contribution and
commitment to the Board and its Committees.
Directors’ conflicts of interest
Each Director is required to disclose conflicts
and potential conflicts to the Chairman and
theCompany Secretary as and when they
arise.As part of the induction process, a
newlyappointed Director is asked to disclose
any conflicts of interest to the Company.
Thereafter, each Director has an opportunity
todisclose conflicts at the beginning of each
Board and Committee meeting and as part of
an annual review.
None of the Directors declared to the Company
any actual or potential conflicts of interest
between any of their duties to the Company
and their private interests and/or other duties.
The Companies Act 2006 provides that
Directors must avoid a situation where they
have, or can have, a direct or indirect interest
that conflicts, or possibly may conflict, with
theCompany’s interests. Boards of public
companies may authorise conflicts and
potential conflicts, where appropriate, if their
company’s Articles of Association permit.
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Composition, succession and performance
Strategic direction
The Board has clear responsibility for setting
the Company’s strategic direction and for
overseeing the execution of that strategy.
During 2025, the Board worked closely with
senior management through dedicated
strategy sessions to develop, test and refine
Alfa’s long-term strategic priorities, supported
by detailed financial modelling and market
analysis.
Board strategy sessions
In 2025, the Board held two dedicated Strategy
sessions, in April and October, involving the
Board and senior management. These sessions
were structured to allow in-depth
consideration of Alfa’s long-term growth
opportunities, competitive positioning and
operational scalability, and to enable robust
challenge and debate by the Board.
The sessions were designed to move beyond
short-term operational performance and focus
on the sustainability of Alfa’s business model
over the medium to long term.
Ongoing oversight and integration
Strategy is treated as an ongoing process
rather than a one-off exercise. The Board
agrees that the long-term financial model
should continue to be refined and used as a
living tool to support decision-making,
including alignment with annual budgeting
andviability assessments.
Progress against the strategic initiatives is
monitored through regular Board updates,
enabling the Board to track execution, respond
to emerging risks and adjust strategic priorities
where appropriate.
The Board continues to monitor the strategic
direction of the Company and the key
investments we need to make to remain in
aleading position in an ever-changing market.
Itensures we have the resources and the
rightpeople in the right place operationally
toensure we remain relevant to the markets
inwhich we operate. This brings focus to
strategic objectives and translates into better
decisions, driving competitive advantage,
stronger performance and a sustainable
business model.
Board challenge and decision making
The Board provides support in implementing
strategic priorities as well as oversight and
constructive challenges in running the
business. Through reporting, including the
useof both financial and non-financial metrics,
the Board is able to evaluate and guide the
progress and performance of the Company.
Throughout the Strategy sessions, the Board
actively challenged management on strategic
priorities, sequencing and execution risks.
TheBoard focused on ensuring that the
strategic direction was coherent,
evidence-based and aligned with Alfa’s
purpose and long-term objectives.
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Composition, succession and performance continued
1. The CLT composition excludes the three Executive Directors who are part of the CLT. Alfa gender balance is captured through voluntary and confidential self-disclosure.
Board diversity
The Board recognises the importance of
diversity for the effective leadership and
long-term success of the Company. It is the
Board’s policy that appointments are made
strictly on the basis of merit, without
discrimination relating to age, gender or
anyother factor that has no bearing on an
individual’s ability to fulfil the role of Director.
In applying this policy, the Board recognises
that diversity of thought, experience and
approach is a critical component of effective
decision-making and overall Board
effectiveness and is therefore an important
consideration within Board succession
planning and appointments.
The Board is mindful of the diversity targets
setout in FCA Listing Rule 6.6.6(9). In respect
ofthe financial year ended 31 December 2025,
the Board did not meet the gender targets.
Therequired numerical and explanatory
disclosures are set out in the Directors’ Report
on page 104 of this Annual Report.
The Board supports a range of diversity, equity
and inclusion initiatives across the business,
including an annual Diversity, Equity and
Inclusion survey. The Company continues to
implement initiatives aimed at improving
diversity across the workforce, including
targeting 30% diversity in new hires and 50%
female representation within the graduate
intake, recognising the importance of building
a strong and diverse pipeline for future
leadership roles.
Diversity overview
Board composition
Gender diversity
Company-wide
Board tenure
Gender diversity
–CLTdirect reports
Ethnicity of the Board
Gender diversity – CLT
1
Age of the Board
Gender diversity Board
Executive
Director
33%
3-6 years
33%
50-59
22%
Executive
Chairman
11%
Male
78%
Male
64%
Male
75%
Male
59%
0-1 years
11%
40-49
33%
White
89%
Independent
Director
56%
Female
22%
Other
2%
Female
34%
Female
25%
Female
41%
6-9 years
56%
60-69
45%
Asian
11%
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Composition, succession and performance continued
67%
Male Female
33%
The Committee remains
committed to ensuring that
the Board and Company
Leadership Team collectively
possess the appropriate
balance of skills, knowledge
and experience to discharge
their responsibilities
effectively.
Chris Sullivan
Nomination Committee Chair
The full Terms of Reference for the Committee
arereviewed annually and can be found at:
alfasystems.com/investors/governance.
Principal activities for 2025
• Identified and nominated a suitable Chief
Financial Officer and Non-Executive
Director to be appointed tothe Board.
• Reviewed the structure, size and
composition of the Board and
itsCommittees.
• Considered the wider elements of
succession planning for the Board and
theCLT.
• Reviewed the time commitment required
for Non-Executive Directors.
Meetings held during 2025
Member
since
Meetings
attended
2025
Chris Sullivan 2019 3/3
Steve Breach 2019 3/3
Adrian Chamberlain 2020 3/3
Charlotte de Metz 2020 2/3*
Andrew Page 2017 3/3
Reena Raichura 2024 3/3
* Charlotte de Metz was unable to attend due to illness.
Dear Shareholders,
On behalf of the Board, I am pleased to present
our 2025 Nomination Committee Report, which
summarises the Committee’s key activities
during the year.
During the year, the Committee dedicated
significant time to long-term succession
planning for the Board, its Committees and the
Company Leadership Team (CLT). Particular
focus was given to the tenure and refreshment
cycle of the Non-Executive Directors. The
Committee determined that appointing an
additional independent Non-Executive Director
would support a more balanced and
sustainable rotation cycle, strengthen
continuity of oversight and enhance the
breadth of experience available to the Board
asthe Company delivers its forward strategy.
Following a comprehensive recruitment
process and thorough assessment of
candidates, the Committee was pleased to
recommend to the Board the appointment of
Peter George as an Independent Non-Executive
Director, with effect from 1 January 2026.
Onappointment Peter was appointed as a
member of the Audit and Risk Committee,
Nomination Committee and the Remuneration
Committee. TheCommittee will oversee and
support his induction into the role.
The Committee remains committed to ensuring
that the Board and CLT collectively possess the
appropriate balance of skills, knowledge and
experience to discharge their responsibilities
effectively and to respond appropriately to
emerging challenges and opportunities.
At the end of 2025, Duncan Magrath, Chief
Financial Officer, informed the Board of his
intention to retire at the end of 2026.
TheCommittee therefore focused on the
recruitment of a successor and was pleased
toconclude a thorough and structured
recruitment process.
The Board was delighted to announce that
Andrew Dickson will assume the role of Chief
Financial Officer, with effect from July 2026.
Ensuring a smooth and orderly transition will
remain a key priority as Andrew steps into the
role. Further details of the recruitment process
will be set out in the 2026 Annual Report.
Chris Sullivan
Nomination Committee Chair
Committee composition
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Nomination Committee Report
Committee role and membership
The Committee is chaired by Chris Sullivan,
theSenior Independent Director and
comprises of the Executive Chairman and
theNon-Executive Directors.
The Nomination Committee is responsible
forensuring the composition and structure
ofthe Board remains effective, balanced and
optimally suited to the Company’s strategic
priorities. This involves overseeing the
nomination, induction, evaluation and orderly
succession of Directors.
This is achieved through effective succession
planning, the identification and development
of internal talent, and a clear understanding of
the competencies and capabilities required to
support the delivery of Alfa’s strategy.
It oversees the recruitment process and
advises the Board on the identification,
assessment and selection ofcandidates;
drivesthe equity, diversity and inclusion
agenda; and confirms that all appointments
are made on merit against objective criteria.
The Committee is responsible for ensuring that
a comprehensive induction programme is
delivered on the appointment ofa new
Non-Executive Director and leads theannual
evaluation process of theBoard.
Skills and experience
The Committee regularly reviews the composition ofthe
Board to ensure that its members have the rightbalance of
skills and experience to support management in the delivery
of the Group’s strategy.
The Directors completed a self-capability assessment, which
supports our ongoing succession planning work. The output
is shown in the skills and experience matrix opposite.
Directors are given the opportunity to discuss training and
development needs and additional training is available on
request, so that Directors can update their skills and
knowledge as applicable. The Committee is confident that
Board members havethe knowledge, ability and experience
to perform the functions required of a Director ofaquoted
public company.
Non-Executive Directors’ tenure
The Committee monitors the Non-Executive tenure and reviews potential departure dates assuming the relevant Directors are not permitted to
serve more than three three-year terms (nine years) from their appointment date.
1 3 5 72 4 6 8 9
ESG
Governance and
riskmanagement
Financial
Human resources and
talent management
International business
Operational
Strategy development
andimplementation
Technology and
cybersecurity
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Steve Breach
Chris Sullivan
Adrian Chamberlain
Charlotte de Metz
Reena Raichura
Peter George
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Nomination Committee Report continued
Succession planning
The Nomination Committee undertook a
comprehensive review of Board succession
in2025. The review assessed the tenure and
expected remaining service of each Non-
Executive Director (NED) alongside the broader
succession pipeline for both the Board and
senior management. The Committee’s
objective was to ensure orderly succession and
that the Board retains an appropriate balance
of skills, experience and knowledge. Ensuring
that future transitions are planned to minimise
disruption to the Board’s effectiveness.
The Committee considered Board composition
in the context of the UK Corporate Governance
Code 2024, which provides that an NED serving
more than nine years may no longer be
regarded as independent unless the Board
offers a clear and compelling justification.
TheCommittee therefore reviewed the
independence of each Director with reference
to length of service.
The Committee also assessed whether the
existing rotation cycle of Directors remained
appropriate, taking into account upcoming
retirements, consideration to Board committee
composition and the Company’s long-term
strategic priorities. The Committee determined
that appointing an additional independent
NEDwould support a morebalanced and
sustainable rotation cycle,strengthen
oversight continuity, and enhance the
depthofexperience available to the Board.
Followingthis review, the Board approved
theCommittee’s recommendation to
commence a search process for an additional
independent NED.
Non-Executive recruitment process
The Nomination Committee oversaw the
recruitment process for the appointment of
anadditional Independent NED, following
theCommittee’s succession and tenure
review.TheCommittee agreed a clear role
specification and candidate profile, reflecting
the skills, experience and personal attributes
required to complement the existingBoard
and support the Company’s long-term strategy.
To ensure a fair, transparent and inclusive
process, the vacancy was openly advertised
across appropriate platforms and professional
networks, enabling broad visibility and
encouraging applications from a wide and
diverse pool of suitable candidates. This
approach supported the Committee’s
commitment to merit-based selection and
enhanced diversity of background, perspective
and experience.
The Committee reviewed all applications
received through the open advertisement and
developed a longlist of candidates whose skills
and experience aligned with the agreed role
criteria. Candidates were considered from a
broad range of professional sectors and
geographies, ensuring that the selection
process promoted diversity of thought as well
as compliance with regulatory expectations.
Ashortlist of candidates participated in a series
of interviews with the Chair of the Board, the
Chair of the Nomination Committee and other
Board members. The Committee assessed
each candidate against the agreed criteria,
witha particular focus on independence of
judgement, relevant sector or functional
expertise, cultural fit and capacity to commit
sufficient time to the role.
Following a rigorous assessment, the
Committee recommended a preferred
candidate Peter George to the Board for
approval. The Committee is satisfied that
therecruitment process was fair and objective
and that the appointment enhances the
Board’s overall balance of skills, experience
and independence.
Equity, diversity and inclusion
The Committee oversees equity, diversity
andinclusion across the Board and senior
leadership, recognising that a broad mix of
skills, backgrounds and perspectives supports
effective decision-making and long-term
sustainable success. In recommending new
Board appointments, the Committee considers
a range of factors, including skills, experience
and diversity, while noting that all
appointments are ultimately made on merit
against objective and measurable criteria.
The Board maintains an open and inclusive
culture in which all Directors are encouraged
tocontribute fully and where views are
considered without bias or discrimination.
The Committee confirms that the Company
meets the Parker Review target for ethnic
diversity but acknowledges that the Board
does not meet the targets set by the FTSE
Women Leaders Review or UK Listing Rules.
In accordance with the UK Listing Rules
disclosure requirements, as at 31 December
2025 one Director is from an ethnic minority
background, female representation on the
Board is 22%, and no senior positions are held
by a woman. Following the appointment of
Peter George as a new male Non-Executive
Director, the proportion of female Directors
has decreased. Standardised diversity data can
be found in the Directors’ report on page 104.
During the year, the Company engaged directly
with the FTSE Women Leaders Review and the
Investment Association. We acknowledged that
Alfa has not yet met the Review’s voluntary
targets and outlined our merit-based
appointment approach, which considers
diversity of background and perspective as
integral.
The Committee remains committed to
cultivating diversity of thought on the Board
and throughout the organisation, ensuring
appropriate challenge, wider perspectives and
stronger decision-making. It will continue to
engage openly with relevant stakeholders and
to oversee the development of a broader and
more diverse talent pipeline to support future
Board and senior leadership appointments.
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Board Diversity, equity and
inclusionPolicy
The Board Diversity, equity and inclusion (DEI)
Policy reflects the Board’s belief that better
decision-making and stronger outcomes are
achieved when individuals with different
skills,backgrounds, perspectives and lived
experiences come together with a shared
purpose. As set out in the Policy, Alfa
recognises the benefits of a diverse Board, and
is committed to ensuring that appointments
are made on merit and are assessed against
objective criteria and with due regard to
diversity in its broadest sense, including
industry experience, background, race,
genderand other facets ofdiversity.
The Policy complements Alfa’s wider inclusion
initiatives and reinforces the expectation that
the Board contributes to an open and inclusive
culture, where diverse viewpoints are
encouraged and considered without bias
ordiscrimination.
The Committee supports the Company’s
equity, diversity and inclusioninitiatives and
acknowledges that Alfa continues to evolve its
approach in this area. Aspart of this ongoing
development, the Committee reviews Board
composition, succession planning and
diversityconsiderations.
Induction programme
Following the appointment of Peter George in
January 2026 and Andrew Dickson, as CFO in
July 2026, each will undertake a comprehensive
and tailored induction programme. The
programme, coordinated by the Company
Secretary, is designed to ensure that new
Directors quickly gain a clear understanding
ofthe Company’s strategy, business model,
governance framework, risk profile and
culture.
The induction programme includes the
provision of detailed background information
on the Company, together with a programme
of briefings with relevant members of the
Corporate Leadership Team. It also
incorporates meetings with the Group’s
external audit partner, internal audit partner
and Executive Directors.
New Non-Executive Directors are additionally
offered external training to support their
understanding of the role and duties of
aDirector of a quoted public company.
AllDirectors have access to the Company’s
electronic board paper system, which provides
timely and secure access to Board and
Committee papers and other key information.
Ongoing professionaldevelopment
The Board recognises the importance of
ongoing professional development. Directors
receive regular briefings and presentations on
matters relevant to the Company’s operations,
together with updates on developments in the
markets in which the Group operates and on
changes to the regulatory and governance
environment.
Director independence
The Committee reviewed the independence of
each Non-Executive Director and is satisfied
that all Non-Executive Directors, including the
Chair, remain independent under the definition
in the Code. Furthermore, the Committee is
satisfied that each Non-Executive Director
devotes sufficient time to their Board
responsibilities.
External directorships
The Board places significant emphasis on
ensuring that Directors are able to dedicate
thetime and attention necessary to fulfil their
Director responsibilities effectively. Prior to
appointment, Non-Executive Directors are
made fully aware of the expected time
commitment associated with their role.
All Directors are also informed that any
proposed additional external appointments or
significant new commitments would require
prior approval of the Board. There were no
newpublic appointments in relation to the
Directors during 2025.
The Board believes, in principle, in the benefit
of Executive Directors accepting Non-Executive
Directorships of other companies in order to
widen their skills and knowledge for the benefit
of the Company. All such appointments require
the prior approval of the Board and the
number of public company appointments
islimited to one.
Election and re-election of Directors
The re-election of Directors is subject to their
continuing commitment to Board activities and
satisfactory performance. All Directors will
stand for re-election annually in accordance
with the provision of the 2024 Code. Following
discussion of the skills and contribution of each
Director, and in conjunction with the Chair’s
evaluation, the Committee supports the
proposed re-election of all Directors standing
for re-election at the AGM in2026. The
Committee has confirmed to the Board that
the contributions made by the Directors
offering themselves for re-election atthe
2026AGM continue to benefit the Board
andthe members are invited to support
theirre-election.
Peter George will stand for election by
shareholders for the first time at the 2026
AGM. Additionally, Andrew Dickson will stand
for election by shareholders at the 2027 AGM.
Chris Sullivan
Chair, Nomination Committee
11 March 2026
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60%
Male Female
40%
The finance and risk
functions, together with the
Group’s control framework,
have continued to evolve and
strengthen, leaving the Group
well positioned to comply
withthe requirements of
Provision 29.
Steve Breach
Chair of the Audit and Risk Committee
The full Terms of Reference for the Committee
arereviewed annually and can be found at:
alfasystems.com/investors/governance
Principal activities for 2025
• Approved the Company’s risk
management framework, risk
appetiteandrisk register.
• Reviewed progress on compliance
withProvision 29 of the UK Corporate
Governance Code.
• Received an update on information
security and cyber security.
• Reviewed management’s approach
tocompliance with new regulatory
requirements, including the Economic
Crime and Corporate Transparency Act.
Meetings held during 2025
Member
since
Meetings
attended
2025
Steve Breach (Chair) 2019 4/4
Adrian Chamberlain 2020 4/4
Reena Raichura 2024 4/4
Charlotte de Metz 2020 4/4
Chris Sullivan 2019 4/4
The Committee’s members are all
Independent Non-Executive Directors.
Committee composition
Areas of focus for 2026
• Continue to monitor legislative and
regulatory changes that may impact the
work of the Committee.
• Continue with oversight of internal audit
activities and findings.
• Continue oversight of the Company’s risk
management framework including
developments arising from the revised UK
Corporate Governance Code.
• Monitor the continued progressive
enhancements to Alfa’s systems and internal
controls across all key functions of the
business, including oversight of
management’s approach to Provision 29
controls effectiveness review.
Dear Shareholders,
I am pleased to present our Audit and Risk
Committee Report for the year ended
31 December 2025. The Report explains the
work of the Committee during the year, as
wellas setting out expected key areas of focus
for2026.
The Committee has an annual work plan linked
to the Company’s financial reporting cycle,
which ensures that it considers all matters
delegated to it by the Board.
We have continued to review and challenge
theassumptions and judgements made by
management in the preparation of published
financial information and to oversee the
internal control environment, including
oversight of the external and internal audit
processes. Throughout the year, the
Committee’s primary focus was to maintain the
integrity and transparency of the Company’s
internal and external financial reporting.
We continued to spend time assessing
theapplication of IFRS 15 ‘Revenue from
Contractswith Customers’, alongside careful
consideration of the Company’s risk
management framework, internal controls
andmanagement information systems.
During the year, the Company continued to
refine key processes and further enhance
insightful management information across
itsbusiness.
Alongside core financial controls, Alfa’s cyber
and information security resilience is critical.
The Committee has continued to pay close
attention to management’s work to enhance
Alfa’s cyber security control environment.
Committee members’ skills and experience
areset out on pages 58 to 59. The Board is
satisfied that the Committee meets the
requirement tohave recent and relevant
financial experience, and that, as a whole, its
members have experience of the auto and
equipment finance and enterprise software
sector and corporate governance.
As a result of its work during the year, the
Committee has concluded that it has acted
inaccordance with its Terms of Reference.
Steve Breach
Chair of the Audit and Risk Committee
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Key responsibilities of the Committee
The Board has delegated to the Committee
responsibility for overseeing financial
reporting, the review and assessment of
theeffectiveness of the internal control and
risk management systems, and maintaining
anappropriate relationship with the
externalauditor.
The Committee has adopted Terms of
Reference, which are available to view at
alfasystems.com/investors/governance. The
Terms of Reference provided the framework
for the Committee’s work in the year and key
responsibilities of the Committee are
summarised as follows:
• Overseeing the relationship with the
Company’s external auditor, monitoring its
effectiveness and independence, and
making recommendations to the Board in
respect of its remuneration, appointment
and removal. The Committee also reviews
the findings from the external auditor,
including discussion of significant accounting
and audit judgements, levels of errors
identified and overall effectiveness of the
audit process.
• Reviewing the financial statements of the
Company, including its annual and half-
yearly reports and, if applicable, any other
formal announcements relating to its
financial performance. The Committee also
considers significant financial reporting
issues, accounting policies and keyareas of
judgement or estimation. Thisreview also
includes consideration ofthe clarity and
completeness of the disclosures presented
inthe financialstatements.
• Overseeing the accounting principles,
policies and practices adopted by
theCompany.
• Monitoring and reviewing internal audit
activities, reports and findings.
• Reviewing the effectiveness of the
Company’s system of internal financial
controls and internal control systems.
• Advising the Board on the Company’s risk
strategy, risk policies and current and
emerging risk exposures, including the
oversight of the overall risk management
framework and systems.
• Assessing the adequacy and security of the
Company’s arrangements for its employees
and contractors to raise concerns, in
confidence, about possible wrongdoing in
financial reporting or other matters and to
ensure proportionate and independent
investigation of such matters.
• Making recommendations to the Board
asitdeems appropriate on any area
withinits remit where action or
improvement is required.
• Providing advice on whether the Annual
Report and Accounts, taken as a whole,
isfair, balanced and understandable.
• Reporting to the Board on how it has
discharged its responsibilities.
• Developing and implementing policy on
theengagement of the external auditor
tosupply non-audit services.
Meetings
During the year, the Committee met four times
and met privately with the external auditor
twice. The Committee operates to a forward
agenda linked to the financial calendar which
ensures that the responsibilities and duties of
the Committee are discharged in accordance
with the Terms of Reference and the
requirements of the UK Corporate
GovernanceCode.
In addition to the Committee members, by
invitation, the meetings of the Committee
maybe attended by the CFO. The Chairman
ofthe Board, CEO and COO may also attend
meetings. The Company’s external auditor and
the internal audit services provider are also
present at all Committee meetings, to ensure
full communication of matters as they relate
totheir respective responsibilities. At the end
of each Committee meeting, Committee
members have the opportunity to meet with
the external auditor (and, where appropriate,
the internal auditor) for a private discussion
regarding the audit process and relationship
with management.
The Chair of the Committee holds regular
meetings with the external auditor, which
means that the auditor has an opportunity to
discuss matters with the Committee without
management being present. In addition, the
external auditor and internal auditor also meet
with the CFO (who has responsibility and
custody of the internal auditfunction).
Meetings of the Committee are scheduled
close to the end of the half and full year, as well
as before the publication of the associated half-
year and full-year financial reports, so as to
ensure the Committee is informed fully, on a
timely basis, on areas of significant risks and
judgement. The Board has confirmed that it is
satisfied that Committee members possess an
appropriate level of independence and depth
of financial and commercial expertise. For the
year ended 31 December 2025, Steve Breach,
the Chair of the Committee, was determined
bythe Board as having recent and relevant
financial experience.
The Committee is satisfied that it receives
sufficient information and has access to
relevant and timely personnel to allow the
Committee members to engage in an informed
debate during Committee meetings and to
fulfil its responsibilities.
Significant financial
reportingjudgements
As part of its monitoring of the integrity of the
financial statements, the Committee reviews
whether suitable accounting policies have been
adopted and whether management has made
appropriate estimates and judgements – the
Committee seeks support from the external
auditor to assess these. The Committee
considered the following significant
judgements, and other areas of audit focus, in
respect of the financial statements for the six
months ended 30 June 2025 and year ended
31 December 2025.
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These areas have been identified as being significant by virtue of their materiality or being accounting items which are new for the current financial year or the level of judgement and/or estimation
involved. In order to ensure the approaches taken were appropriate, the Committee considered reports from both management and the external auditor. The Committee challenged judgements and
sought clarification where necessary. The Committee received a report from the external auditor on the work it had performed to arrive at its conclusions and discussed in detail all material findings
contained within the report.
Area of focus Assessment Review of the Committee Conclusion/Action taken
Revenue recognition
The Group’s operations include complex software
implementation programmes and service activities. The
delivery of these contracts typically extends over more than
onereporting period, and often the original project plans are
amended as the implementation programme progresses.
Contract modifications also occur from time to time.
In recognising customised licence revenue, management
mustapply a number of judgements to allocate the overall
transaction price across the multiple performance obligations
that have been identified within these projects. Estimates are
applied in this assessment, for example when assessing the
standalone selling price.
Judgements are also made when the Group enters into new
contracts with existing customers or when there are changes to
existing contracts with customers, such as the addition of new
customer-specific contractual terms.
In advance of the half-year and full-year results, the Committee
received reports from management that outlined the key
judgements that were likely to be required to be included in the
results. These reports were reviewed and the key points within
them were discussed, with the external auditor commenting
where relevant.
As part of the process for approving the half-year and full-year
results, management finalised and issued updated reports to
the Committee, with final management positions clearly
documented. These were considered carefully by the
Committee in conjunction with input from the external auditor.
The Committee agreed with
the revenue judgements
adopted by management.
Development costs
The Group continues to invest in the development of the
AlfaSystems product. Some of the development effort is
undertaken in partnership with customers and therefore is
specific to that implementation or customer’s process.
Judgement is required to assess whether any development is
substantially new in either design or functionality, and whether
it would be commercially viable in the open market. Therefore,
management assesses the likelihood of capitalisation of such
costs prior to initiation of the investment project and also
performs regular assessments of the development work that
has been undertaken to determine if it meets the criteria set
outin IAS 38 for capitalisation. Management’s review also
covers amortisation and impairment considerations.
The Committee reviewed reports from management detailing
the costs that had been identified as appropriate for
capitalisation. These were considered carefully by the
Committee, in conjunction with input from the external auditor.
The Committee concurred
with management’s approach
on the amounts to be
capitalised in both the
half-year and full-year results.
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Area of focus Assessment Review of the Committee Conclusion/Action taken
Going concern and
viabilitystatement
The Directors must satisfy themselves regarding the Group’s
long-term viability and confirm that they have a reasonable
expectation that the Group will continue to operate and meet
its liabilities as they fall due for the foreseeable future.
The Committee reviewed management’s budget and forecasts,
including an overview of the assumptions made in the
preparation of the base case supporting the going concern and
viability statement. This included the Group’s 2026 budget and
the plans for 2027 and 2028.
The Committee discussed and challenged the budget and
forecasts before agreeing with the reasonableness of the
three-year period.
The Committee assessed this in light of the principal risks
anduncertainties as disclosed on pages 37 to 44 in the
Strategicreport.
The Committee discussed and challenged the downside
scenarios modelled as part of the viability statement as
disclosed on pages 52 to 53 in the Strategic report, the
fundingheadroom available, the feasibility of mitigating
actions,the dividend policy and the speed of implementation
ofany cost-saving measures following future management
decision making.
The Committee noted the 2024 Code requirement for the
Directors to state whether they consider it appropriate to
adoptthe going concern basis of accounting for a period of
atleast 12 months from the date of approval of the 2025
financial statements.
Following this evaluation and
analysis, the Committee was
satisfied with the judgements
made and that the continued
use of the going concern basis
was appropriate, and the
viability statement was
prepared appropriately.
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Fair, balanced and understandable
The Committee has undertaken a careful
review to ensure that the Annual Report is ‘fair,
balanced and understandable’ and provides
the necessary information for shareholders to
assess the Company’s consolidated position,
performance, business model and strategy, in
line with the requirements of the 2024 Code.
The Committee members were consulted at
various stages during the drafting process and
provided input at the planning stage, as well as
having the opportunity to review the Annual
Report as a whole and discuss, prior to the
March 2026 Committee meeting, any areas
requiring additional clarity or better balance
inthe messaging. In forming its opinion and
recommendation to the Board in respect of
theabove matters, the Committee assessed
the following:
• A qualitative review of disclosures and a
review of internal consistency throughout
the Annual Report and Accounts;
• A review by the Committee of all material
matters, as reported elsewhere in this
Annual Report and Accounts;
• Disclosures made in accordance with the
Task Force on Climate-related Financial
Disclosures (TCFD) and UK Climate-related
Financial Disclosure (CFD) regulations;
• A risk comparison review, which assesses the
consistency of the presentation of risks and
significant judgements throughout the main
areas of risk disclosure in this Annual Report
and Accounts;
• A review of the balance of good and
badnews; and
• Ensuring it correctly reflects:
• The Company’s position and performance
as described on pages 116 to 154;
• The Company’s business model, as
described on page 4; and
• The Company’s strategy, as described on
pages 13 to 17.
On the basis of this work, together with the
views expressed by the external auditor, the
Committee recommended, and in turn the
Board confirmed, that it could make the
required statement that the Annual Report is
‘fair, balanced and understandable’.
Risk management
The Board has overall responsibility for
determining the nature and extent of its
principal and emerging risks and the extent of
Alfa’s risk appetite, and for monitoring and
reviewing the effectiveness of the Company’s
systems of risk management and internal
control. Further details of the risk management
objectives and process are on pages 34 to 37.
The principal risks and uncertainties facing the
Company are addressed in the Strategic report
on pages 37 to 44. The Board has delegated
tothe Committee the responsibility for
monitoring the effectiveness of the systems
ofrisk management.
Internal control
The Board determines the objectives and
broad policies of the Company and meets
regularly, when a set schedule of matters
which are required to be brought to it for
decision is discussed. Overall management of
the Company’s risk appetite, its tolerance to
risk and discussion of key aspects of execution
of the Company’s strategy remain the
responsibility of the Board. The Board has
delegated to the Audit and Risk Committee
theresponsibility for overseeing the system
ofinternal controls to ensure these are
appropriate to the business environments
inwhich the Company operates.
Key elements of this system include
thefollowing:
• A clearly defined organisation structure for
monitoring the conduct and operations of
the business;
• Clear delegation of authority throughout the
Company, starting with the matters reserved
for the Board;
• A formal process for ensuring that key risks
affecting operations across the Company are
identified and assessed on a regular basis,
together with the controls in place to
mitigate those risks. Risk consideration is
embedded in decision-making processes
atall levels and the most significant risks
areperiodically reviewed by the Board.
Therisk process is reviewed by the Audit
andRisk Committee;
• The preparation and review of the
annualbudget;
• The monthly reporting of actual results and
their review against the budget, forecasts
and the previous year, with explanations
obtained for all significant variances;
• Controls in respect of financial reporting and
the production of the consolidated financial
statements are well established. Group
accounting policies are consistently applied,
and review and reconciliation controls
operate effectively; and
• The Finance Manual which outlines key
control procedures and policies to apply
throughout the Company and Group.
Thisincludes clearly defined policies and
escalating authorisation levels for all
procurement activity including capital
expenditure and investment.
During 2025, the Board, through the
Committee, has continued to monitor the
Company’s risk management and internal
control, and it has also reviewed their
effectiveness. Throughout 2025, Alfa’s
financial, operational and compliance controls
continued to operate as intended.
Throughout the year, the Board exercised
oversight of management’s programme to
enhance financial and operational controls in
accordance with the upcoming Provision 29
requirements, ensuring that resourcing,
scopeand timetable remained appropriate. An
update on progress towards meeting Provision
29 requirements is set out on page 65.
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Internal audit
The Audit and Risk Committee supports the
Board in fulfilling its responsibilities to review
the activities, resources, organisational
structure and operational effectiveness of the
internal audit activities. Following discussion
with the Committee Chair and the CFO, BDO
LLP presents its internal audit plan for approval
to the Committee at the start of each new
financial year and provides an update and
further plans at the mid-year stage.
The Committee monitored and reviewed the
scope, extent and effectiveness of the internal
audit plan in line with the Company’s key risks
and strategy. Internal audit is a standing
agenda item at each Committee meeting and
BDO LLP presents an update on audit activities,
the progress of the audit plans and the
outcomes of all audits with action plans to
address any issues. Activities of internal audit
during 2025 included the following areas
offocus:
• HR changes and payroll
• Recruitment, onboarding and training
• Cybersecurity
• Strategic opportunity data gathering
• Follow-up on prior recommendations
The Committee performed an effectiveness
review of internal audit during the year.
As part of this review referenced above, and
considering management’s opinion, the
Committee was satisfied that the internal audit
function remains effective and fit for purpose.
External audit
The Committee oversees the Company’s
relationship with, and the performance of, the
external auditor. This includes responsibility
for monitoring its independence, objectivity
and compliance with ethical and regulatory
requirements. The Committee is the primary
contact with the external auditor. The
Committee also has responsibility for
approving the nature of non-audit services
which the external auditor may or may not be
allowed to provide to the Company and the
fees paid for these services (subject to de
minimis levels).
Independence and performance of the
external auditor
The Committee is responsible for reviewing
theindependence of the Company’s external
auditor, RSM, agreeing the terms of
engagement and the scope of its audit.
RSM has a policy of partner rotation, which
complies with regulatory standards, and
RSMoperates a peer review process for its
engagements, to ensure that its independence
is maintained. The Committee reviewed a
report from the external auditor describing its
arrangements to identify, report and manage
any conflicts of interest.
Maintaining an independent relationship with
the Company’s external auditor is a critical
partof assessing the effectiveness of the
auditprocess. The Board has approved a
policywhich is intended to maintain the
independence and objectivity of the external
auditor. The policy, which was updated in the
year, governs the provision of audit, audit-
related services and non-audit services
provided by the auditor. Committee approval
isrequired for any service with an expected
cost in excess of £10,000. During 2025, the
external auditor confirmed to the Committee
that it did not provide any non-audit or
additional services other than for the half-year
review that could lead to its objectivity and
independence being compromised on behalf of
the Company.
Details of audit, audit-related fees and
non-audit fees are included in note 9 to
theconsolidated financial statements.
The Committee notes that audit partner
rotation every five years facilitates
independence and objectivity within the
External Audit team. The current External Audit
Engagement Partner is David Clark, who was
appointed to lead the audit in 2025. The
Committee is satisfied with the performance
and effectiveness of RSM as external auditor,
taking into account the Committee’s own
assessment and feedback. The Committee has
concluded that RSM displays the necessary
attributes of independence and objectivity.
The Committee confirms its compliance with
the provisions of The Statutory Audit Services
for Large Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee
Responsibilities) Order 2014 for the
financialyear ended 31 December 2025.
Assessment of the audit process
The scope of the external audit is formally
documented by the auditor. It discusses the
draft plan with management before it is
referred to the Committee, which reviews its
suitability and holds further discussions with
management and the auditor before final
approval. The Committee has reviewed the
quality of the audit plan and related reports for
the 2025 audit and is satisfied with the quality
of these documents.
The Committee discussed the quality of the
half-year review and audit work since RSM’s
appointment and considered the performance
of the external auditor, taking into account
feedback from various stakeholders across
thebusiness and the Committee’s own
assessment. The evaluation focused on:
robustness of the audit process; quality of
delivery; reporting; and people and services.
The Committee reviewed the independence
ofthe external auditor and concluded that it
complies with UK regulatory and professional
requirements and that its objectivity is
notcompromised.
The Committee will conduct an audit services
tender at least every 10 years to ensure that
the independence of the external auditor is
safeguarded. Under the audit partner rotation
rules, a new External Audit Engagement
partner was appointed for the year ended
31 December 2025. Each year we assess the
effectiveness of the external auditor and,
subject to the Committee continuing to believe
that the audit is effective, our intention would
be to continue with RSM as external auditor up
to and including the audit for the year ending
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31 December 2029. Assuming this is the case
then our expectation would be to run a tender
process during the calendar year ended
31 December 2029 in order to select a new
auditor for the year ended 31 December 2030.
When considering the appropriate time to
conduct the audit tender, the Committee
takesinto account the benefit of an incumbent
firm with deep knowledge of the Group’s
operations, the independence and objectivity
of the appointed auditor and audit partner,
andthe results of the audit effectiveness
assessment. The Committee currently believes
that this approach is in the best interests of
theshareholders of Alfa Financial Software
Holdings PLC.
Going concern and viabilitystatement
The Committee reviewed the updated wording
of the Company’s longer-term viability
statement, set out on pages 52 to 53. To do
this, the Committee ensured that the financial
model used was consistent with the approved
three-year plan and that scenario and
sensitivity testing aligned clearly with the
principal risks of the Company. Committee
members challenged the underlying
assumptions used and reviewed the results of
the detailed work performed. The Committee
was satisfied that the analysis supporting the
viability statement had been prepared on
anappropriate basis. The Committee also
reviewed the going concern statement, set out
on page 23 and confirmed its satisfaction with
the testing methodology.
Assessment of the effectiveness of
the Committee
No formal Committee effectiveness review was
undertaken in 2025. During the year, the Chair
undertook ongoing oversight of the
Committee’s performance and, based on this,
considers that the Committee operated
effectively. Further information is set out on
pages 56 and 68.
Focus for 2026
In 2026, as well as the regular cycle of
mattersthat the Committee schedules for
consideration each year, the Committee will
continue to monitor legislation and regulatory
changes, including those that affect the audit
market that may impact the work of the
Committee as well as the new Corporate
Governance Code. The Committee will also
continue with oversight of internal audit
activities and findings as well as monitoring the
continued progressive enhancements to Alfa’s
systems and internal controls, including those
relating to Provision 29.
Steve Breach
Chair, Audit and Risk Committee
11 March 2026
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60%
Male Female
40%
Executive Directors’ pay
remains aligned with the
wider workforce, through the
consistent application of pay
principles across the Group
and an equitable annual pay
review process.
Adrian Chamberlain
Chair, Remuneration Committee
The full Terms of Reference for the Committee
arereviewed annually and can be found at:
alfasystems.com/investors/governance.
Principal activities for 2025
• Reviewed and approved remuneration for
Executive Directors and CLT, including
salary, benefits and variable incentives.
• Approved 2024 annual bonus outcomes
based on financial and non-financial
performance.
• Approved the 2025 LTIP proposal and grant.
• Approved the 2025 annual bonus
framework, measures and award
opportunities.
• Approved the 2024 Directors’
Remuneration Report, including Gender
Pay Gap and CEO pay ratio.
• Oversaw wider workforce remuneration
and all-employee share plans.
Meetings held during 2025
Member
since
Meetings
attended
2025
Adrian Chamberlain 2020 3/3
Steve Breach 2019 3/3
Charlotte de Metz* 2020 2/3
Reena Raichura 2024 3/3
Chris Sullivan 2019 3/3
* Charlotte de Metz was unable to attend one meeting
due to illness.
Committee composition
Dear shareholders,
On behalf of the Remuneration Committee,
Iam pleased to introduce the Directors’
Remuneration Report for the year ended
31 December 2025.
In this Report, I have set out information
onthebusiness context and the wider
operating environment, details of executive
remuneration outcomes in 2025, the key focus
areas for the Committee during 2025, and the
intended implementation of the Directors’
Remuneration Policy for 2026.
At the end of 2025, Duncan Magrath, Chief
Financial Officer, informed the Board of his
intention to retire at the end of 2026. The
Committee has agreed the terms of Duncan’s
remuneration arrangements, which are
detailed in the relevant sections of this Report.
Linking remuneration to performance
The current Directors’ Remuneration Policy
was approved at the May 2024 Annual General
Meeting with 99.9% support.
Our approach to pay is designed to support the
execution of Alfa’s purpose. The performance
measures and targets for the variable
incentives are directly linked to Alfa’s strategy.
During 2025, Alfa performed strongly both
operationally and financially. We continued
toexercise disciplined capital management
thisyear, delivering three dividends to
shareholders. This reflects the strength of
ourfinancial position and our commitment
toproviding consistent returns, even though
weinvest in initiatives to drive sustainable,
long-term growth.
Further detail on our overall performance
during 2025 is set out in the CEO’s review on
pages 6 to 9 and the CFO’s Financial review on
pages 20 to 23.
Our people
In 2025, the Committee reviewed remuneration
and related policies across the broader
workforce and confirmed that Executive
Directors’ pay remains aligned with the wider
workforce. This alignment was maintained
through the consistent application of pay
principles across the Group and an equitable
annual pay review process. Notably, the salary
increase for Executive Directors was lower than
that of the wider workforce, reinforcing the
Group’s commitment to fairness and
proportionality in remuneration.
The Committee receives updates on the People
strategy, talent and culture management from
Vicky Edwards, the Chief People Officer, which
provides valuable input for decisions regarding
Executive Director remuneration and that of
the CLT.
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Remuneration Committee Report
Remuneration outcomes for 2025
Salary
As explained in last year’s report, for the year
commencing 1 January 2025, the Committee
increased Duncan Magrath and Matthew
White’s salaries by 3.3% and 3.6% respectively,
which are well below the employee average
salary increases of 8% for 2024. The salaries
forthe Chairman and CEO were raised to
alignwith the London Living Wage, and they
voluntarily waived their right to receive an
Annual Bonus or LTIP.
Annual bonus
As a result of Alfa’s continued strong
performance, the Committee approved an
annual bonus outcome of 74.4% and 72.8%
forDuncan Magrath and Matthew White
respectively for 2025. In reaching this decision,
the Committee considered the formulaic
outcome against the targets set at the start
ofthe year and the broader underlying
performance of the Company. Consistent with
the Remuneration Policy, 50% of the bonus
earned by Duncan Magrath and Matthew
White will be paid in cash, and the remaining
50%, after tax deductions, will be deferred into
Alfa shares for three years.
2023 LTIP outturn
The LTIP awards granted on 9 April 2023 were
tested to 31 December 2025. The award is
equally based on growth in earnings per share
(EPS) and total shareholder return (TSR). TSR
over the three-year period was 62.8%, placing
Alfa just below the upper quartile against its
benchmark. The Group’s 2025 diluted EPS of
10.14 pence justifies 53.7% vesting of this
award component. As a result, a formulaic
assessment indicated that 73.6% of the award
will vest in April 2026, subject to a mandatory
two-year holding period. We agreed that the
vesting outcome for these awards was
appropriate and no discretion was needed.
Further details on the performance measures,
targets and performance results are provided
on page 90.
2026 – The year ahead
At the end of 2025, Duncan Magrath notified
the Board of his intention to retire from his role
as Chief Financial Officer at the end of 2026.
Following a thorough recruitment process, the
Company was pleased to announce the
appointment of Andrew Dickson as his
successor, with effect from July 2026.
The Committee carefully considered Duncan
Magrath’s remuneration arrangements and
agreed that he would be treated as a ‘good
leaver’. Further details of each component
ofDuncan Magrath’s remuneration are set
outin the relevant sections of this report.
TheCommittee also determined that Duncan
Magrath would not be awarded an LTIP grant
in2026.
The remuneration arrangements for Duncan
Magrath and Andrew Dickson will be aligned
with the Company’s Remuneration Policy and
will be disclosed in full in the 2026 Directors’
Remuneration Report.
Salary increase
As part of our annual review, the Committee
determined that no salary increase would be
awarded to the CFO and COO in 2026. This
decision reflects the Committee’s prudent
approach to remuneration in light of the
challenging budget environment and
underscores the importance of maintaining
fiscal discipline while navigating the Company’s
financial priorities for the year ahead.
The Chairman and CEO will continue to have
their salaries aligned to the London Living
Wage and will receive an increase of 6.6%,
marginally below the rate announced by the
London Living Wage Foundation of 6.9%.
Bothhave also chosen to waive any variable
incentive award or pension contribution for
2026. As significant shareholders, they have
expressed a clear preference for their
remuneration to remain closely aligned with
that of other shareholders.
Annual bonus
The Committee reviewed the scheme design,
operation and targets for the 2026 annual
bonus. It was agreed that there would be no
changes for 2026.
2026 LTIP
The Committee reviewed the LTIP opportunity
for Matthew White. After a comprehensive
benchmarking review, it was decided that his
LTIP opportunity would increase from 100% to
150% of salary. The proposed increase aimed
to recognise the significant contribution the
COO makes to the delivery of the Company’s
operational and financial performance.
The Committee agreed that the performance
conditions for the 2026 LTIP will continue to be
based on EPS and TSR, with equal weighting
assigned to each.
Remuneration Policy review
The current Directors’ Remuneration Policy will
expire at the end of its normal three-year term
at the 2027 AGM. During 2026, the Committee
will undertake a full review of its Remuneration
Policy, in advance of putting a new policy
toshareholders.
I look forward to engaging with shareholders
and their representatives to understand their
views on any potential changes in approach.
A full copy of the current Remuneration
Policycan be found on our website at
www.alfasystems.com/investors and pages
106 to 113 of the 2023 Annual Report.
I will be happy to answer any questions you
may have at the upcoming AGM.
Adrian Chamberlain
Chair of the Remuneration Committee
11 March 2026
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Duncan Magrath, CFO (£’000)
54%46%
54%
46%
37%63%
£719
£719
£525
100%
£331
Fixed pay
Maximum + 50%
share price growth
Maximum
Target
Andrew Page, Chairman (£’000)
100%
100%
100%
£30
£30
£30
100%
£30
Fixed pay
Maximum + 50%
share price growth
Maximum
Target
Andrew Denton, CEO (£’000)
100%
100%
100%
£32
£32
£32
100%
£32
Fixed pay
Maximum + 50%
share price growth
Maximum
Target
Matthew White, COO (£’000)
49%27%24%
39%33%
28%
18%30%52%
£1,143
£956
£519
100%
£268
Fixed pay
Maximum + 50%
share price growth
Maximum
Target
Fixed Bonus LTIP
2026 single figure outcomes
Illustrations of potential remuneration outcomes
The following charts illustrate the remuneration that could be received by each of the Executive Directors for varying levels of performance in 2026. The charts are based on the followingassumptions:
Pay scenario Purpose and link to strategy
Maximum + 50% share price growth Assumes 100% payout under the annual bonus
Assumes 100% payout under the LTIP plus 50% share price growth
Maximum Assumes 100% payout under the annual bonus
Assumes 100% payout under the LTIP
On-target Assumes 50% payout under the annual bonus
Assumes 25% payout under the LTIP (aligned with threshold performance)
Minimum Fixed elements of remuneration only – base salary, benefits and pension
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Remuneration at a glance
Annual Report on Remuneration
The Annual Report on Remuneration sets out the remuneration earned in 2025 and the proposed remuneration for 2026 and will be subject to an advisory vote at the 2026 AGM. The Remuneration
Policy in place for the year was approved by shareholders at the 2024 AGM, and a summary is available on pages 99 to 102.
Single figure total remuneration (audited)
The table below shows the total single figure remuneration for the Executive Directors.
£’000s Salary Benefits
1
Pension
2
Total fixed
remuneration Annual bonus
3
Long-term incentives Total variable pay
Total figure
remuneration
2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
5
2025
6
2024 2025 2024 2025
Executive Directors
Andrew Page
4
27 29 1 1 – – 28 30 – – – – – – 28 30
Andrew Denton
4
27 29 3 3 – – 30 32 – – – – – – 30 32
Duncan Magrath 300 310 2 3 18 18 320 331 259 288 445 528 704 816 1,024 1,147
Matthew White 241 250 3 3 14 15 259 268 207 228 237 281 444 509 703 777
1. Benefits for Executive Directors corresponds to the taxable value of benefits receivable during the relevant financial year and principally include life assurance, travel insurance and private medical insurance.
2. Pension – Andrew Page and Andrew Denton have opted out of the pension scheme. Duncan Magrath and Matthew White receive a cash payment in lieu of a pension contribution of 6% in line with the wider workforce.
3. Annual bonus corresponds to the amount earned in respect of the relevant financial year. For the CFO and COO, the values disclosed in the table above include the gross value of the amount of bonus deferred into shares.
4. Andrew Page and Andrew Denton salaries are set to align with the London living wage.
5. The value of the 2024 LTIP figure, which relates to the 2022 LTIP has been restated using the share price at the date of vesting.
6. The 2025 figure relates to 73.6% of the 2023 LTIP awards which will vest on 9 April 2026, following the achievement of the TSR and EPS targets for the three-year period ended 31 December 2025. The value of these awards has been calculated using the
three-month average share price to 31 December 2025 of 223.6p.
The following sections detail each remuneration element, including assumptions, calculations and explanations of the figures.
Base salary
In setting the base salary, the Remuneration Committee takes into account a range of internal and external factors, including performance progress against the Alfa Strategy, total shareholder returns
over the year, wider workforce pay, the increasingly competitive market for talent and relevance to the FTSE 250.
Executive Directors’ salary review
The Remuneration Committee conducted a review of the Executive Directors’ salaries in December 2025. During this review, both the Chair, Andrew Page, and the CEO, Andrew Denton, indicated their
intention to continue receiving only the legal minimum salary requirement. This decision reflects their status as significant shareholders in the Company and their desire to align their future
remuneration with those of other shareholders.
In October 2025, the Living Wage Foundation announced an increase in the London Living Wage by 6.9% for 2026, resulting in an annual salary of £30,784 for a 40-hour work week. After consideration,
the Committee determined that the salaries for the Chair and CEO would be rounded up to £30,800, representing a 6.6% increase from the previous year.
In December 2025, the Remuneration Committee conducted a comprehensive review of the remuneration packages for both the CFO and COO. During this assessment, the Committee recommended
that no salary increases be applied to the CFO and COO for 2026. This decision reflects the Committee’s prudent approach to remuneration in light of the challenging budget environment and
underscores the importance of maintaining fiscal discipline while navigating the Company’s financial priorities for the year ahead.
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The table below shows the salaries for the Executive Directors as at 1 January 2026 and the salary increase in comparison to base salary at 1 January 2025:
Audited Salary review
1 January 2025 Salary % increase 1 January 2026 Salary % increase
Andrew Page £28,900 5.65% £30,800 6.6%
Andrew Denton £28,900 5.65% £30,800 6.6%
Duncan Magrath £310,000 3.3% £310,000 0%
Matthew White £250,000 3.6% £250,000 0%
Benefits
Alfa offers a comprehensive range of financial benefits and allowances to its Executive Directors. These include travel insurance, life assurance, private medical insurance and access to the Company
loan scheme. Notably, these benefits are extended on the same terms to the wider workforce.
Participation in share schemes
In addition to the above benefits, Executive Directors have the opportunity to participate in Alfa’s Sharesave scheme. The Sharesave scheme is available to all employees and is provided on identical
terms, reinforcing Alfa’s commitment to equitable treatment of its staff.
Benefits for 2026
There are no proposed changes to the benefits provided in 2026. All existing financial benefits, allowances and participation in the share scheme will continue to be offered to Executive Directors and
the wider workforce under the same terms.
Pension
Alfa offers employees access to a Self Invested Personal Pension, in which Alfa will match employee contributions up to 6% of salary. The only element of remuneration that is pensionable is basic
annual salary. A cash payment in lieu of pension contributions is payable to the CFO and COO, at a rate of 6% of salary as aligned with the broader workforce.
Andrew Page and Andrew Denton have opted out of the pension scheme.
The cash payment in lieu of pension contributions:
2025 2026
Duncan Magrath £18,600 £18,600
Matthew White £15,000 £15,000
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Annual bonus
2025 Annual bonus
The 2025 annual bonus performance measures were selected to reflect the Company’s annual and long-term objectives and its financial and strategic priorities, as appropriate. Performance targets
are intended to be challenging, taking into account a range of reference points, including the Company’s budget and third party analyst forecasts, as well as the Group’s strategic priorities. Duncan
Magrath and Matthew White both participated in the 2025 annual bonus (which combines a cash award and conditional deferred shares award). The Executive Chairman and CEO have waived their
entitlement to a bonus for the 2025 performance year.
In respect of the annual bonus, the targets were weighted towards financial metrics, with 75% of the award measured on the revenue and operating profit of the Company. As outlined in the
Remuneration Report last year, having reviewed the operation of the cash modifier over the last few years the Committee concluded that this should be removed going forwards as an explicit
financialmetric.
The non-financial measures for the 2025 bonus consist of three individual elements, one assessing overall employee engagement and the other assessing a number of diversity initiatives, the
achievement of which was evaluated on the overall progress at year end, which have a combined weighting of 5% of total bonus opportunity. The remaining 20% is subject to achievement of individual
personal objectives. Further details on performance outcomes for the non-financial measures are shown in the second table.
The following table sets out the targets, actual performance against these targets and, accordingly, the applicable payout for the 2025 annual bonus:
2025 Annual bonus outcome
Performance measure
Weighting (based
on 100% max)
Threshold
performance
50% Target
performance
required
Maximum
performance
required
Actual
performance
Annual bonus
value for
threshold and
maximum
performance
(%of max)
Percentage of
maximum
performance
achieved
Duncan
Magrath
Matthew
White
Maximum opportunity (%salary) 125% 125%
Revenue 37.5% £124.1m £126.1m £132.0m £126.7m 0%-100% 55.1% 20.7% 20.7%
Operating profit 37.5% £35.2m £36.2m £41.1m £40.1m 0%-100% 89.9% 33.8% 33.8%
Total financial 75.0% 54.5% 54.5%
Non-financial measures
Employee engagement 2.5% 80% 80.5% 2.5% 2.5% 2.5%
DEI initiatives 2.5% 80% 0%-100% 2.0% 2.0% 2.0%
Personal performance 20.0% 0%-100% 15.4% 13.8%
Total 100.0% 74.4% 72.8%
Total payable (£) £288,300 £227,500
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Performance against non-financial measures
The 2025 non-financial measures will continue to assess employee engagement, with the second measure assessing Alfa’s progress in improving diversity throughout the organisation by reviewing
our initiatives to retain, engage and develop our diverse talent, supplemented by key metrics. These two measures have a combined weighting of 5% of the total bonus opportunity.
In 2025, our average engagement rate stood at 80.5%, exceeding the threshold of 80%. This accomplishment reflects our ongoing efforts to create a positive and fulfilling work environment, which
serves as a fundamental metric for our Company’s sustained success and stability. Together, these metrics highlight our commitment to maintaining a consistent and engaged workforce.
Diversity initiatives
The Committee considered the equity, diversity and inclusion data and analysis presented to it in order to formulate its assessment of performance against the diversity measure for the year. The
information demonstrated continued progress across a range of initiatives and metrics. Overall retention remained strong, with female retention marginally exceeding male retention for the first
time. Promotion outcomes for 2025 also indicated positive trends, with a higher proportion of women promoted, particularly at junior levels. Retention and promotion data for diverse groups were
examined alongside Company-wide averages to ensure any disparities were identified and addressed appropriately. The Company also undertook a detailed mapping of diversity representation and
engagement levels across all business areas, providing comprehensive insight to guide future equity, diversity and inclusion priorities.
The Committee reviewed benchmarking on pay equality and regional gender pay gap differences, and noted continued investment in strengthening the talent pipeline. Key initiatives included the
expansion of the mentoring programme and targeted support for the professional development of female employees, reflecting the Company’s commitment to fostering an inclusive environment in
which all colleagues can thrive. Following its review of the information presented, the Committee determined that 80% of the equity. Diversity and inclusion measure had been achieved, representing
2% of the overall bonus opportunity.
The Committee considered a performance assessment for the CFO and COO, showing the extent of their achievement against the individual personal strategic and operational measures agreed by
the Committee. As with the financial elements of the annual bonus, the Committee was satisfied with the scale of Executive Directors’ achievements this year. The personal measures described above
are assessed with reference to the following objectives:
Objective Commentary on performance achieved
Duncan Magrath Investor relations • Published ARR and NRR measures
• Improved understanding of customer lifecycle and impact on subscription revenues
• Initiated US roadshows
Finance processes and structure • Restructured team and recruited replacements for three senior finance leadership changes
• Improved internal understanding of margins by activity
• Developed 10 year strategy model
Risk management • Reviewed and enhanced risk management processes and preparatory work for implementation of Provision 29 of the Code
Achievement 77%
Matthew White People • Scaled the client-facing team
Product Engineering • Delivered software enhancements within expected timescales, to high quality, and within estimate and delivered in excess of budgeted
chargeable days from within Product Engineering
Delivery • Delivered successful Alfa Systems implementations
Culture • Developed our strategy to maintain our desired culture as we grow. Identified initiatives from our Big Company Impact. Small Company
Feel activity to ensure deliberate focus on those aspects of our culture that we want to retain and nurture
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Objective Commentary on performance achieved
Subscription Revenue • Streamlined our process for module launches including sales collateral, pricing and risk assessment. Grew incremental sales through
selling our additional modules and subscription services
Market Expansion • Built MSP (Minimum Sellable Products) for US Auto Originations, Fleet and Commercial Finance
X-Shoring • Delivered our Poland Smart Hub
Achievement 69%
Performance against annual bonus targets
Based on the achievements listed above, the Committee agreed that the final vesting under the 2025 bonus would be 74.4% of the maximum for Duncan Magrath and 72.8% of the maximum for
Matthew White. In confirming this outcome, the Committee took into consideration the broader financial and operational performance of Alfa during the year, and the strong and effective leadership
demonstrated by the Executive Directors. It was determined that no adjustments were required to the formulaic outcome. In accordance with the Remuneration Policy, 50% of these bonus amounts
will be paid in cash, with the remaining 50%, after deduction of tax, to be deferred into an award of Alfa shares with a minimum holding period of three years.
Executive
Base
salary
Maximum
opportunity
(%salary)
Financial measures
(% of maximum)
ESG measures
(%ofmaximum)
Personal
performance
(%ofmaximum)
Performance
outcome
(%ofmaximum)
Bonus
outcome
Duncan Magrath £310,000 125% 54.5% 4.5% 15.4% 74.4% £288,300
Matthew White £250,000 125% 54.5% 4.5% 13.8% 72.8% £227,500
2026 Annual bonus
The Chairman and CEO have elected to waive their bonus opportunity. The CFO and COO will be entitled to a maximum annual bonus of 125% of salary for 2025. The following measures have been
selected for the 2026 annual bonus performance year:
Measure Weighting
Operating profit 37.5%
Revenue 37.5%
Personal performance 20%
ESG 5%
The Committee determined that the existing annual bonus measures of revenue, operating profit, ESG measures and personal objectives continue to be appropriate for the business.
Each bonus measure has a target. Failure to meet a minimum percentage of the revenue and operating profit target will result in no bonus being awarded for that element. Achieving maximum target
of operating profit and revenue target will result in the maximum bonus being awarded under the formula (subject to the minimum operating profit target being achieved). The ESG measure consists
of two individual elements, one will assess the overall employee engagement, and the second will assess a number of diversity initiatives, the achievement of which will be evaluated on the overall
progress at the end of the year. The ESG measure will have a combined weighting of 5% of total bonus opportunity.
As described earlier, the final determination is made by the Committee taking all available factors into account. The detailed bonus targets for the coming year are considered to be commercially
sensitive. However, the Committee will provide an appropriate explanation of the bonus outcomes in the 2026 Directors’ Remuneration Report. In accordance with the Policy, 50% of any bonus earned
will be deferred into shares for a three-year holding period.
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Long-Term Incentive Plan
Long-Term Incentive Plan – awards vesting in the year
Awards granted to Executive Directors in April 2023 were subject to EPS growth and relative TSR performance over a three-year period ended 31 December 2025.
The EPS targets (applying to 50% of each award) required EPS for the year ending 31 December 2025 of 9.36 pence for 25% of that element to vest, rising to full vesting if EPS for the year ending
31 December 2025 was 11.4 pence or higher. The Group’s 2025 EPS outturn of 10.14 pence warrants 53.7% vesting of this element of the award.
The TSR element (applying to 50% of each award) required the Group’s three-year TSR performance to rank at median against the constituents of the FTSE Small Cap index (excluding investment
trusts and the Company) for 25% of that element to vest, rising to full vesting if Alfa’s TSR ranked at or above the upper quartile against the comparator group. Alfa’s TSR over the period was 62.8%,
which was at the 72nd percentile versus the comparator group. This outcome warrants 93.4% vesting of this element of the award.
The Committee determined, after careful consideration of business performance and the interests of Alfa’s stakeholders including shareholders, customers and employees, that the formulaic
outcome was appropriate. Consequently, 73.6% of the total award will vest.
Awards are scheduled to vest on 6 April 2026, and both Executive Directors’ awards will be subject to a two-year holding period, after deduction of tax with a release date of 6 April 2028. Details of the
awards to Executive Directors are set out in the table below:
No. of
shares
granted
Proportion of
award vesting
(% maximum)
No. of
shares
vesting
Value attributable
to share price
growth
1
Face value
of shares
vesting
2
Duncan Magrath 320,833 73.6% 235,972 £209,071 £527,633
Matthew White 171,111 73.6% 125,852 £111,505 £281,405
1. The value of the award which is attributable to share price growth. Based on the share price at grant of 135.0 pence.
2. The amounts shown are indicative vesting values based on the average share price for the three-month period to 31 December 2025 of 223.6 pence. The actual value of shares to vest will be the value on 6 April 2026, when the award fully vests.
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Long-Term Incentive Plan – awards granted in the year
Share awards were made to the Executive Directors under the LTIP on 14 April 2025 equivalent to 150% of salary for the CFO and 100% of salary for the COO. The Executive Chairman and CEO have
waived their entitlement to participate in the 2025 LTIP.
Executive Date of award
Face value
(% of salary)
Number of shares
granted
Average share price
at grant (pence) Award value
1
Vesting at threshold
(% of face value) Performance period
Duncan Magrath 14 April 2025 150% 228,165 203.8 £465,000 25% 1 January 2025 to 31 December 2027
Matthew White 14 April 2025 100% 122,669 203.8 £250,000 25% 1 January 2025 to 31 December 2027
1. This represents the face value of the share awards.
The LTIP awards are subject to two equally weighted performance metrics:
Measure Description Weighting Threshold/target Maximum target
2025
Total shareholder return (TSR) Measured with reference to the FTSE small cap index excluding investment trusts and
theCompany
50% Median Upper quartile
Earnings per share (EPS) Measured with reference to EPS performance in the year ending December 2027 50% 9.91p 11.71p
Straight-line vesting occurs between threshold and maximum for both TSR and EPS elements of the award.
The three-year period over which performance will be measured begins on 1 January of the year the awards are granted and ends on 31 December of the third year. Any awards vesting for
performance will be subject to an additional two-year holding period, during which malus and clawback provisions will continue to apply.
Duncan Magrath will be treated as a ‘good leaver’ under the LTIP in accordance with the plan rules. His 2025 LTIP award will be time apportioned to 67% and is expected to vest in April 2028, subject to
the original performance conditions, measured over the three-year performance period. The award will remain subject to a two-year holding period, during which malus and clawback provisions will
continue to apply in accordance with the plan rules.
2026 Long-Term Incentive Plan
For 2026, the Executive Chair and the CEO have elected to waive their LTIP opportunity. In addition, the current CFO, Duncan Magrath will not receive a 2026 LTIP award.
The LTIP opportunity for the COO Officer will be increased from 100% to 150% of salary, reflecting the significant contribution made to the Company’s operational and financial performance. Under
the Remuneration Policy, 150% of salary represents the maximum LTIP opportunity. Following vesting, awards will be subject to a two-year holding period, after which the entirety of any vested award
will be released.
The Committee has approved the use of TSR and EPS as the performance measures for the 2026 LTIP, with equal weighting applied to each. The EPS targets have been set by reference to growth
metrics based on the prior year’s actual EPS performance.
For the TSR measure, the comparator group comprises the constituents of the FTSE 250, excluding investment trusts. Median performance over the three-year performance period will result in 25%
vesting, with 100% vesting for upper-quartile performance. Threshold vesting for both TSR and EPS will be 25% of maximum, with straight-line vesting applying between threshold and maximum for
each element.
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Measure Description Weighting Threshold/target Maximum target
2026
Total shareholder return (TSR) Measured with reference to the FTSE 250 Cap index excluding investment trusts and
theCompany
50% Median Upper quartile
Earnings per share (EPS) Measured with reference to EPS performance in the year ending 31 December 2028 50% 11.7p 13.9p
Non-Executive Directors’ remuneration
The table below sets out what each Non-Executive Director was paid for the year ended 31 December 2025, relative to the previous financial year. There have been no changes to the Board or its
Committees for the year ended 31 December 2025.
£’000s 2024 2025
Steve Breach 65 65
Adrian Chamberlain 65 65
Charlotte de Metz 55 55
Reena Raichura 32 55
Chris Sullivan 65 65
Non-Executive Directors’ fees
The Non-Executive Director fees were agreed on appointment. Non-Executive Directors do not participate in any of the Company’s share incentive arrangements, nor do they receive any benefits.
Fees for Non-Executive Directors are typically reviewed annually and are set by the Chair and the Executive Directors. Following the annual review of Non-Executive Director fees, no changes are
proposed for 2026. Peter George, who was appointed as a Non-Executive Director on 1 January 2026, will receive a fee of £55,000.
Fee levels for 2025 and 2026:
£’000 2025 2026
Base fee 55 55
Senior Independent Director* 10 10
Audit and Risk Committee Chair 10 10
Remuneration Committee Chair 10 10
* There is no additional fee payable to the Chair of the Nomination Committee.
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Share interest and share awards (audited)
Shareholding requirements and the number of shares held by Directors at 31 December 2024 and at 31 December 2025 are set out in the table below:
Shares owned
outright at
31 December
2024
Sharesave
without
conditions
2
Interests in share
incentive schemes
which are
performance-tested
but unvested
3
Interests in share
incentive schemes
with performance
conditions
Shares owned
outright at
31 December
2025
Shareholding
requirement (% of
requirement
achieved)
1
Andrew Page 153,769,534 – – – 153,769,534 achieved
Andrew Denton 7,695,747 – – – 7,695,747 achieved
Matthew White 351,301 11,302 125,852 262,796 451,241 achieved
Duncan Magrath 844,012 11,302 235,972 489,576 1,004,431 achieved
Chris Sullivan 251,317 – – – 251,317 n/a
Steve Breach 43,983 – – – 43,983 n/a
Adrian Chamberlain 14,380 – – – 14,380 n/a
Charlotte de Metz – – – – – n/a
Reena Raichura – – – – – n/a
1. Calculated using the share price of 223.6 pence (the three-month average to 31 December 2025).
2. Duncan Magrath and Matthew White elected to join the Alfa 2025 Sharesave share scheme for which an option to acquire 11,302 ordinary shares at an option exercise price of 162.8 pence per ordinary share was granted on 8 May 2025. Subject to certain
conditions being satisfied, the entitlement to exercise the Sharesave option arises during the period 1 June 2028 to 31 December 2028.
3. The 2023 LTIP awards (which vest based on performance to 31 December 2025) will vest on the third anniversary of grant on 6 April 2026.
Executive shareholding
Executive Directors are required to build and hold Alfa shares of at least 200% of their annual salary to align with the long-term interests of shareholders, with a requirement to retain 50% of any share
awards vesting until the 200% requirement is met.
Remuneration in context
The Committee takes into consideration the reward, incentives and conditions available to colleagues when considering the remuneration of Executive Directors and senior management. Our
remuneration principles are consistent for all our employees. The key difference in our executive remuneration, compared to the approach to remuneration across our workforce, is that executive
remuneration is heavily weighted towards achieving financial and strategic objectives, with elements deferred to support retention and aligned with share price performance.
Alfa’s approach to remuneration
The Committee recognises the importance of understanding workforce pay and conditions when setting executive remuneration, in line with the principles of the Code. During the year, the
Committee did not undertake formal consultation with employees or shareholders on executive or wider workforce remuneration. Instead, the Committee considered workforce remuneration
outcomes by reviewing pay structures and increases across the Group to ensure an appropriate level of alignment.
Salaries for Executive Directors, senior managers and the wider workforce are determined by reference to the same core factors, including technical expertise, experience and individual performance.
Salary increases across these populations are reviewed collectively to ensure they remain broadly aligned and reflective of market practice.
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The Committee also took an active role in determining remuneration outcomes for the Corporate Leadership Team (CLT), having regard to pay and reward arrangements across the wider workforce.
Further information on key initiatives for our people, and what makes Alfa distinctive as an employer, is set out in the People section on pages 24 and 25. In addition to a competitive base salary, most
employees are eligible to participate in a discretionary profit share scheme and benefit from private medical care, a matched-contribution pension and death-in-service life assurance. The CLT and
certain other employees are also eligible to participate in long-term incentive arrangements.
Alfa’s approach to remuneration
Salary Set considering market rates, roles, skills, experience and individual performance. Alfa continues to review salaries Company-wide to ensure that we remain a
competitive employer within the local market.
Allowances and benefits Alfa provides a number of financial benefits and allowances, including travel insurance, life assurance, private medical insurance, smart working allowance and
Company loan scheme.
Pension Alfa offers employees access to a Self Invested Personal Pension, in which Alfa will match employee contributions up to 6% of salary.
Annual incentives Alfa operates a discretionary profit share bonus scheme which reflects the Alfa ethos that we are all striving towards the same goal and share in the profits of
theCompany.
Long-term incentives Senior grades participate in a long-term incentive arrangement, with performance shares, recognising the markets in which we compete for talent. At other levels,
awards are typically made in restricted shares only.
CEO pay ratio
The table below sets out the CEO pay ratios relative to the pay of employees at the lower quartile, median and upper quartile of the UK employee population, calculated on a full-time equivalent (FTE)
basis. The ratios have been calculated in accordance with the Companies (Miscellaneous Reporting) Requirements 2018. CEO pay ratio data will continue to be built upon annually until a rolling
ten-year dataset has been established.
The methodology adopted for calculating the pay ratios was ‘Option A’. This involved calculating the total FTE pay and benefits for all UK employees included on the 2024 payroll. Employees were then
ranked by FTE remuneration, from lowest to highest, in order to identify those positioned at the 25th, 50th (median) and 75th percentile points. The CEO’s single total figure of remuneration (STFR)
was measured against these percentiles to derive the three pay ratios. Option A was selected as it is considered the most statistically robust method for the purposes of this disclosure. The Company
undertakes annual salary reviews and annual reviews of benefits packages, with salary awards determined by reference to the outcomes of industry benchmarking exercises. In line with the relevant
guidance, employees who left part way through the year and employees on secondment were excluded from the dataset and analysis.
Pay ratio table
Year Method
25th percentile
(lower quartile)
50th percentile
(median)
75th percentile
(upper quartile)
2025 A 0.4:1 0.3:1 0.2:1
2024 A 0.5:1 0.3:1 0.3:1
2023 A 0.5:1 0.3:1 0.2:1
2022 A 0.6:1 0.4:1 0.3:1
2021 A 6.1:1 4.0:1 3.2:1
2020 A 5.7:1 4.3:1 3.2:1
2019 A 5.7:1 4.4:1 3.2:1
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Year £’000s 25th percentile 50th percentile 75th percentile
2025 Total remuneration 76.9 106.6 130.8
Salary only 70.4 91.6 125
2024 Total remuneration 64.7 96.5 119.3
Salary only 58.4 88.9 104.3
2023 Total remuneration 58.8 88.2 118.2
Salary only 52.0 80.3 100.7
2022 Total remuneration 51.4 78.2 108.4
Salary only 47.2 70.0 91.5
2021 Total remuneration 50.9 77.1 96.7
Salary only 46.8 72.2 86.2
2020 Total remuneration 59.5 78.5 106.7
Salary only 55.1 73.2 98.1
2019 Total remuneration 59.0 76.2 106.3
Salary only 57.1 71.2 95.7
This is the seventh financial year in which the Company has reported information on the ratio between the CEO’s pay and average employee pay, in accordance with the amendments to the
Companies (Miscellaneous Reporting) Regulations 2018. The pay ratio has decreased significantly, reflecting the CEO’s decision to reduce his salary to the minimum level with effect from December
2021. As a result, the CEO’s single total figure of remuneration (STFR) for 2022-2025 is lower than in previous years. In addition, the CEO has waived his entitlement to any bonuses and long-term
incentive plan (LTIP) awards; accordingly, the value of any employee equivalents has been excluded from the employee remuneration figures used in the calculation. Total remuneration includes
benefits receivable during the relevant financial year, principally life assurance, travel insurance and private medical insurance.
Relative importance of spend on pay
The table below illustrates Alfa’s returns to shareholders by way of dividends and share buy-backs in relation to spend on pay for all employees for the period and last financial year.
2025 2024 Change
Total personnel costs (£m) (note 7 to the consolidated financial statements) 62.2 53.4 16.5%
Average number of employees (note 7 to the consolidated financial statements) 516 485 6.4%
Returns to shareholders (£m) (see note 31 for total dividends) 26.0 22.1 17.6%
Returns to shareholders (£m) (see note 27 for value of shares purchased during the year) 0.9 0.7 28.6%
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Total shareholder return (for the period from 25 May 2017 to 31 December 2025)
The graph below shows Alfa’s TSR performance from Admission in May 2017 to 31 December 2025 against the TSR performance of the FTSE SmallCap index and FTSE 250 index (excluding
investmenttrusts).
The second graph shows the rebased TSR performance from 1 January 2023 to 31 December 2025. The graphs show the total shareholder return generated by both the movement in share value
andthe reinvestment over the same period of dividend income. These graphs have been calculated in accordance with the Directors’ Remuneration Reporting Regulations.
Total Shareholder Return (for the period from 25 May 2017 to 31 December 2025) Total Shareholder Return (for the period from 1 January 2023 to 31 December 2025)*
May-17 Dec-17
Alfa Financial Software Holdings PLC
FTSE 250 Index Ex Investment Trusts
FTSE Small Capitalisation Index Ex Investment Trusts
Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-24Dec-23 Dec-25
Value (£) (rebased)
£175
£150
£125
£100
£75
£50
£25
£0
Dec 22
Alfa Financial Software Holdings PLC
FTSE 250 Index Ex Investment Trusts
FTSE Small Capitalisation Index Ex Investment Trusts
Dec-24Dec-23 Dec-25
Value (£) (rebased)
£175
£150
£125
£100
£75
£50
£25
£0
* The starting point is based on the value on 31 December and not a three month average.
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Total CEO single figure of remuneration and variable pay outcome
The table below shows the CEO single figure of total remuneration during financial years from 2017 to 2025.
CEO single figure of remuneration
Annual bonus pay-out
(as a % of maximum opportunity)
1
LTIP vesting
(as a % of maximum opportunity)
2
2025 £31,524 n/a n/a
2024 £29,996 n/a n/a
2023 £27,814 n/a n/a
2022 £26,998 n/a n/a
2021
3
£310,236 n/a n/a
2020 £337,174 n/a n/a
2019 £338,129 n/a n/a
2018 £337,944 n/a n/a
2017 £349,478 n/a n/a
1. The CEO waived any eligibility for a bonus from 2017 to 2025.
2. The CEO waived any eligibility to participate in the long-term incentive awards in respect of the 2017 to 2025 performance years.
3. The CEO agreed to a reduction in salary effective 1 December 2021.
Other information
External appointments
Executive Directors are allowed to accept one appointment outside the Company, with the prior approval of the Board. Any fees may be retained by the Director, although this is at the discretion of
the Board. During 2025 and up to the date of this report, none of the Executive Directors who held office during the year under review held external appointments for which they received a fee.
Payments for loss of office and payments to past Directors
There were no payments for loss of office or to former Directors during the year.
Advice to the Remuneration Committee
During the year, the Remuneration Committee and the Company retained an independent external advisor to assist on various aspects of the Company’s remuneration and share schemes. The
Company has continued to retain the services of Ellason LLP as external advisors to the Committee for executive remuneration advice and updates on market practice. Ellason’s fees for 2025 were
£22,800 (2024: £16,680). Ellason does not provide any other services to the Group or any of the Directors, and the Committee is satisfied that it remains independent. Ellason is a member and
signatory to the Remuneration Consultants Group’s Code of Conduct, which requires that its advice be objective and impartial, and does not have any other connection with the Company or its
Executive Directors.
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Remuneration Committee membership
All current members of the Committee are deemed to be independent. Accordingly, the Committee continues to comply with the independence requirements set out in the Code. During 2025, there
were three formal meetings of the Remuneration Committee. The attendance is noted at the beginning of the Remuneration Committee Report. The responsibilities of the Committee are set out in
the Corporate governance section on page 61.
The Executive Directors and the CPO may be invited to attend meetings to assist the Committee in its deliberations, as appropriate. No person is present during any discussion relating to their own
remuneration or is involved in deciding their own remuneration.
Shareholder voting in 2025
The 2024 Directors’ Remuneration Report was approved by shareholders at the 2025 AGM. The Directors’ Remuneration Policy was approved by shareholders at the 2024 AGM. The votes cast were as
follows:
For Against Votes withheld
Directors’ Remuneration Report (FY2024) 99.53% 0.47% 0
Directors’ Remuneration Policy 99.98% 0.02% 0
Consideration of shareholder views
As ever, the Committee welcomes any enquiries or feedback shareholders may have on the Policy or any aspect of the work of the Committee.
Adrian Chamberlain
Chair, Remuneration Committee
11 March 2026
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Directors’ Remuneration Policy – a summary
Introduction
The Alfa Directors’ Remuneration Policy (the ‘Policy’) was approved with over 99% of shareholders’ support at the AGM held on 1 May 2024. It is intended that the Policy will apply for a period of up to
three years and will need to be reapproved at the 2027 AGM at the latest. The full Policy was published in the 2023 Annual Report.
Fixed elements of remuneration for Executive Directors
Salary
Purpose and link
tostrategy
To attract, retain and motivate Executive Directors of the calibre required to deliver the Company’s strategy and drive business performance.
Operation
Base salaries will be reviewed at least annually, and assessed, taking into account the scope and requirements of the role, experience of the incumbent and the total
remuneration package. Any increases will typically be effective from 1January.
Account will also be taken of the performance of the business, the salary increases awarded to the wider employee population and remuneration arrangements in
other listed companies of comparable scale andsector.
Maximum opportunity
There is no overall maximum for, or increase to, salary levels. Any increase in Executive Director salaries will generally beno higher inpercentage terms than that for
the broader employee population. Inappropriate circumstances, the Committee may award increases outside thisrange.
These may include:
• A change in role and/or responsibilities;
• Performance and/or development in the role of the Executive Director; and
• A significant change in theCompany’s size, composition and/or complexity.
In addition, where an Executive Director has been appointed to the Board at a starting salary which is lower than the typical market rate, larger increases may
beawarded as their experience develops, ifthe Committee considers such increases to be appropriate.
Performance
Personal performance will be taken into consideration when determining any salary increases.
Benefits
Purpose and link
tostrategy
To provide market competitive benefits which help to recruit and retain high-calibre Executive Directors.
Operation
The Committee’s policy is to provide Executive Directors with competitive levels of benefits, taking into consideration thebenefits provided to Alfa’s employees and
those offered by its peers. Benefits are in line with those for the broader workforce and currently include (but are not limited to) private medical insurance for
individual and family, (if applicable); anddeath-in service life assurance. The Company may award additional benefits where the Committee considers it appropriate
(e.g. travel, accommodation and subsistence allowances). These may include national and international relocation benefits such as (but not limited to)
accommodation, family relocation support and travel in line with our policyfor other employees in similar situations.
Maximum opportunity
Given that the cost of benefits depends on the Executive Director’s individual circumstances, there is no prescribed maximum monetary value.
The cost of the benefits provision will be reviewed by the Committee on a periodic basis to ensure it remains appropriate.
Other payments such as legal fees or outplacement costs may be paid if it is considered appropriate.
Performance
There are no performance conditions.
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Pension
Purpose and link
tostrategy
To encourage and assist with responsible, secure retirement provisions, thereby facilitating the recruitment of high-calibre Executive Directors to deliver the
Company’s strategy.
Operation
May be provided by way of contribution into a Company pension scheme or a cash supplement in lieu of pension contributions into this scheme (or such other
arrangement the Committee determines has the same economic effect).
Maximum opportunity
The maximum Company contribution for Executive Directors will not exceed the contribution (as a percentage of salary) available to the broader employee
population (currently 6% of salary).
Performance
There are no performance conditions.
Variable elements of remuneration for Executive Directors
Annual bonus and Deferred Bonus Share Plan (DBSP)
Purpose and link
tostrategy
Incentivises and rewards the achievement of annual financial and non-financial objectives integral to the Company’sstrategy.
The part deferral of earned bonus into shares provides alignment with shareholders’ long-term interests.
Operation
The Committee will set the performance measures, their weighting and targets annually to reflect the key financial and non-financial priorities forthe business in the
relevant year.
Annual bonus outcomes will be determined by the Committee, and the Committee may use its discretion at the end of theperformance period to adjust the final
bonus outcome if it considers that the outcome does not reflect the underlying performance of the business during the year, or if it considers the payment is not
appropriate in the context of unforeseen, unexpected or exceptional circumstances.
Where exercised, the rationale for this discretion will be fully disclosed to shareholders in the relevant Annual Report.
Not less than 50% of any bonus will normally be satisfied by way of an award of shares under theDBSP.
Deferred shares will be subject to a three-year holding period from the date of the award, but no further performance conditions will apply. Directors may sell
sufficient shares to satisfy the respective tax liability but must retain the net number of shares until theend of this three-yearperiod.
Malus and clawback provisions will apply (see explanatory notes in full policy).
Maximum opportunity
The maximum bonus opportunity may be up to 150% of salary for the Executive Directors for each financial year. On-target performance will typically pay out up to
50% of the maximum opportunity.
Full details on the annual bonus for Executive Directors will be set out in the Annual Report on Remuneration in respect ofthe relevant year.
Performance
Performance measures will comprise a combination of financial and non-financial objectives, and the measures may vary from year to year. At least half of the annual
bonus will be based on financial measures. The non-financial performance measures may include acombination of strategic and/or personal objectives.
Further details on, and the rationale for, the measures used in the annual bonus will be disclosed in the relevant Annual Report (and the targets set will normally be
disclosed retrospectively, subject to these being considered not to be commercially sensitive).
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Long-Term Incentive Plan (LTIP)
Purpose and link
tostrategy
Incentivises and rewards the achievement of the Company’s long-term strategic objectives for the business, through the use of share-based awards. Encourages
long-term shareholdings to retain Executive Directors and provide alignment with shareholders’ interests.
Operation
Awards granted under the LTIP vest subject to the achievement of applicable performance conditions measured over at least athree-year period. LTIPs may be made
as conditional share awards or in other forms (e.g. nil-cost options) if it is considered appropriate.
The Committee may use its discretion at the end of the performance period to adjust the final vesting outcomes if it considers that the formulaic outcome does not
reflect the underlying performance of thebusiness during the performance period, or if it considers the payment is not appropriate in the context of unforeseen,
unexpected or exceptional circumstances. Where exercised, the rationale for this discretion will be fully disclosed to shareholders in therelevant Annual Report.
Awards that vest are subject toa further two-year holding period after the vesting date. Directors may sell sufficient shares to satisfy the respective tax liability but
must retain the net number of shares until the end of this two-year period.
The Committee retains the discretion to allow dividends to accrue over the vesting period in respect of any awards that vest (see explanatory notes in full policy).
Maximum opportunity
The maximum value of shares (at grant) which can be made under an award to an individual in respect of afinancial year is 150% of salary.
Performance
Performance measures willbe determined by the Committee at the time of making each award to ensure alignment with the long-term success of the business.
The performance conditions may include, but are not limited to, market measures, financial measures and strategic long-term objectives.
For performance between threshold and maximum, awards vest on a straight-line basis. 100% of an award will vest for maximum performance and typically 25% will
vest at threshold.
All-employee share plans
Purpose and link
tostrategy
All-employee share plans are designed to encourage share ownership across the wider workforce.
Operation
Executive Directors are eligibleto participate in any all-employee share plan, onidentical terms to other participants. Inthe case ofUK tax qualifying plans, these will
be operated in line with HMRC guidance.
Maximum opportunity
Participation in any approved all-employee share plans will be subject to the same limits as for other eligible employees and, in the case of any UK tax qualifying plan,
willbe subject to the maximum limits permitted by the relevant tax legislation.
Performance
The Committee may apply conditions to participation in all-employee share plans, which will apply to allemployees.
Shareholding requirement
Purpose and link
tostrategy
To drive long-term, sustainable decision-making for the benefit of the Company and our shareholders.
Operation
The Executive Directors arerequired to build up a shareholding equivalent to 200% of salary to align with thelong-term interests of shareholders. Until the
requirement is met, 50% of anyshare awards vesting (after any sales to cover tax liabilities) should be retained.
Maximum opportunity
Executive Directors are required to hold shares equivalent to 200% of their salary in value.
Post-employment, Executive Directors will normally be expected tomaintain a minimum shareholding of 200% of salary(oractual shareholding if lower) for two
years. The Committee retains discretion to waive this guideline if itisnotconsidered to be appropriate in the specificcircumstance.
Performance
There are no performance conditions.
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Non-Executive Director remuneration
Fees paid to the Non-Executive Directors
Purpose and link
tostrategy
Fees are set at a level to reflect the amount of time and level of involvement required in order to carry out duties as members of the Board and its Committees, and
to attract and retain Non-Executive Directors of the highest calibre withrelevant commercial and other experience.
Operation
Fees for Non-Executive Directors will be determined by the Chairman and the Executive Directors.
Additional fees are payable for acting as Senior Independent Director, Committee Chairs, or for undertaking other duties. Fee levels will be reviewed (though not
necessarily increased) annually and set with reference to the time commitment and responsibility of the position as well as taking into consideration market data for
roles in other companies of a similar size and complexity.
Benefits appropriate to the rolemay be provided. The Non-Executive Directors will have the benefit of a qualifying third party indemnity from the Company and
appropriate Directors’ and Officers’ liabilityinsurance. Travel and reasonable expenses incurred (including any tax gross-up) in the course of performing their duties
may be paid by the Company orreimbursed.
Maximum opportunity
Details of the current feelevels for the Non-Executive Directors are set out in the Annual Report on Remuneration. There isno prescribed maximum annual increase.
Total fees will notexceed the maximum amount provided in the Company’s Articles of Association.
Performance
There are no performance conditions.
Discretion, malus and clawback
Our incentive plans provide the Committee with discretion in
respect of vesting outcomes that affect the actual level of reward
payable to individuals. Such discretion would only be used in
exceptional circumstances and, if exercised, the rationale for this
discretion will be fully disclosed to shareholders in the relevant
Annual Report. Variable pay awards may be subject to adjustment
events. At the discretion of the Committee, an award may be
adjusted before delivery (malus) or reclaimed after delivery
(clawback) if an adjustment event occurs. Malus will apply to
awards under the DBSP and the LTIP.
The Committee has the discretion to invoke these provisions in the following circumstances:
• Where there is a material misstatement of any Company financial results;
• Where an error in assessing performance conditions is discovered;
• Where there is misconduct on the part of the individual; and
• Where a material failure of risk management by the Company is identified, or in the event of serious reputational damage to
the Company.
The full Policy also includes further information on:
• Performance conditions
• Shareholding requirement
• Recruitment remuneration
• Service contracts and appointment letters
• Termination of office
• Change of control
• Shareholders’ views
• Employment conditions in the Company
• External appointments
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Financial statements
Remuneration Committee Report continued
The Directors of Alfa present their report and the audited financial statements for the year ended
31 December 2025. This report includes information required by the Companies Act 2006 and the
UK Financial Conduct Authority’s UK Listing Rules (UKLR) and forms part of the management
report as required by the Disclosure and Transparency (DTR) Rule 4. Additional information which
is incorporated by reference into this Directors’ report can be located by reference in the tables
below. As permitted by the Companies Act 2006, the Directors’ report includes the disclosures in
the Strategic report on:
Subject matter
Location in Annual Report
(page)
Performance and future development in the business affecting
theGroup since the financial year 1 to 53
Climate change emission reporting 28 to 33
Long-term viability statement 52 to 53
Stakeholder engagement 45 to 47
Employee engagement and involvement 45
Directors who held office during the year 62
The Group is required to disclose certain information under UKLR 6.6 in the Directors’ report
oradvise where such relevant information is contained. This information can be found in the
following sections of the Annual Report and Accounts:
Listing rule requirement
Location in Annual Report
(page)
Details of any long-term incentive schemes 90 to 92
Details of waiver of Director emoluments and future emoluments 86, 87, 89 and 91
Shareholder waiver of dividends and future dividends 104
Details of any contract of significance 105
Board statement in respect of the Relationship Agreement with the
controlling shareholder 105
Principal activities
The principal activity of the Alfa Group is the provision of software and software-related services
to the auto and equipment finance industry. Alfa is a public company limited by shares and is
incorporated and domiciled in England. Its shares are listed on the London Stock Exchange.
Theregistered office is Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, United Kingdom.
Alfa’s registration number is 10713517. The principal activity of the Company is that of a
holdingcompany.
The Company’s registrar is Equiniti Limited
situated at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA.
Directors’ interests
The Directors’ interests in and options over
ordinary shares in the Company are shown in
the Directors’ Remuneration Report on page
93. There has been no change in Directors’
interests from the end of the financial year
andto the date of this report.
In line with the requirements of the Companies
Act, each Director has notified the Company of
any situation in which they have, or could have,
a direct or indirect interest that conflicts, or
possibly may conflict, with the interests of the
Company (a situational conflict). These were
considered and approved by the Board in
accordance with the Articles and each Director
was informed of the authorisation and any
terms on which it was given. All Directors are
aware of the need to consult with the Company
Secretary should any possible situational
conflict arise, so that prior consideration can
be given by the Board as to whether or not
such conflict will be approved.
Corporate governance statement
The Company’s statement on corporate
governance can be found on page 56 of the
corporate governance report. The report
formspart of this Directors’ report and is
incorporated by cross-reference.
2026 Annual General Meeting
The Company’s AGM will be held on Thursday,
30 April 2026 at 3pm at Alfa’s headoffice at
Moor Place, 1 Fore Street Avenue, London,
EC2Y 9DT. The Notice of Meeting setting out
the resolutions to be proposed atthe 2026
AGM, together with explanatory notes, will be
sent to shareholders as a separate document
and made available on the Company’s website
www.alfasystems.com/en-eu/investors/
shareholder-information.
Shareholders’ voting rights
All members who hold ordinary shares are
entitled to attend and vote at the AGM. On
ashow of hands at a general meeting, every
member present in person shall have one vote
and on a poll, every member present in person
or by proxy shall have one vote for every
ordinary share held. No shareholder holds
ordinary shares carrying special rights relating
to the control of the Company and the
Directors are not aware of any agreements
between holders of the Company’s shares that
may result in restrictions on voting rights.
Amendment of the Articles
The Articles may only be amended by a special
resolution of the Company’s shareholders in
ageneral meeting.
Financial risk management
The financial risk management objectives and
policies of the Group and the Company and the
exposure of the Group and the Company to
price risk, credit risk, liquidity risk and cash
flow risk are disclosed in note 3 to the
financialstatements.
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Directors’ report
Diversity data as at 31 December 2025
Our gender identity and ethnicity data is in accordance with UK Listing Rule 6.6.6(9) in the
formatset out in UKLR 22 Annex 1. Data is collected by self-disclosure directly from the
individualsconcerned.
Gender identity or sex
No. of
Board
members
% of the
Board
No. of
senior
positions
on the
Board (CEO,
CFO, SID
and Chair) No. in CLT
1
% of CLT
Men 7 78% 4 3 75%
Women 2 22% – 1 25%
Not specified/prefer not tosay – – – –
1. The CLT composition data excludes the three Executive Directors who are part of the CLT.
Ethnic background
No. of
Board
members
% of the
Board
No. of
senior
positions
on the
Board (CEO,
CFO, SID
and Chair) No. in CLT
1
% of CLT
White British or other
White(including minority-
whitegroups) 8 89% 4 4 100%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British 1 11% – – –
Black/African/Caribbean/
BlackBritish – – – – –
Other ethnic group,
includingArab – – – – –
Not specified/prefer not tosay – – – – –
1. The CLT composition data excludes the three Executive Directors who are part of the CLT.
Internal controls
Further details of our internal control
framework can be found in the Audit and
RiskCommittee Report on page 75.
Profits and dividends
The consolidated profit after tax for the year
ended 31 December 2025 was £30.1m
(2024: £25.6m). The results are discussed
ingreater detail in the Financial review on
pages20 to 23. Information on dividends is
shown in note 30 of the financial statements
and is incorporated into this reportby
reference. Subject to approval at the AGM on
30 April 2026, a 2025 final dividend of 1.5 pence
per share will be paid on 26 June 2026 to
holders on the register on 29 May 2026. The
ordinary shares will be quoted ex-dividend on
28 May 2026.
In addition, the Board has decided to declare a
special dividend of 3.1 pence per share, with an
ex-dividend date of 30 April 2026, a record date
of 1 May 2026 and a payment date of 29 May
2026. This follows the payment of twospecial
dividends of 2.4 pence and 5.0pence on
30 May 2025 and 7 November 2025
respectively.
Interest capitalised in the period
No interest has been capitalised by Alfa in
theyear ended 31 December 2025 or at
31 December 2024.
Directors’ insurance and indemnities
Each Director of the Company has the benefit
of a qualifying indemnity, as defined by section
236 of the Companies Act, and as permitted by
the Articles, as well as Directors’ and Officers’
liability insurance.
Shares held in the Employee
BenefitTrust
During the year, the trustees of the Employee
Benefit Trust, which operates in connection
with the Company’s share plans, waived its
rights to receive dividends on any shares held
by it. Details of the trust can be found in note
27 of the financial statements.
Share capital
The Company’s ordinary shares are listed on
the London Stock Exchange. The authorised
share capital of the Company as at
31 December 2025 was made up of
300,000,000 ordinary shares of 0.1 pence each,
of which it held 3,369,802 shares in Treasury.
Further information regarding the Company’s
issued share capital can be found in note 25 of
the Company financial statements on page142.
Restrictions on transfer of
ordinaryshares
The Articles do not contain any restrictions on
the transfer of ordinary shares in the Company
other than the usual restrictions applicable
where any amount is unpaid on a share. All
issued share capital of the Company at the date
of this Annual Report is fully paid. Certain
restrictions are also imposed by laws and
regulations (such as insider trading and market
abuse requirements relating to close periods)
and requirements of the Listing Rules whereby
Directors and certain employees of the
Company require Board approval to deal in the
Company’s securities.
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Financial statements
Directors’ report continued
Authority to purchase own shares
Subject to authorisation by shareholder
resolution, the Company may purchase its
ownshares in accordance with the Companies
Act 2006. Any shares bought back may be held
as treasury shares or cancelled immediately
oncompletion of the purchase. At the 2025
AGM, the Company was generally and
unconditionally authorised by its shareholders
to purchase in the market up to 10% of the
ordinary shares of the Company (29,534,394
ordinary shares). This authority is renewable
annually, and a special resolution will be
proposed at the 2026 AGM to request
shareholders to renew it.
Transactions with related parties
There is an existing material relationship
withthe controlling shareholder, a
relatedparty, which is governed by a
Relationship Agreement.
The relationship between the Company and
the controlling shareholder of the Company
(the ‘Controlling Shareholder‘), CHP Software
and Consulting Holdings Limited, is governed
by a Relationship Agreement (dated 26 May
2017, as amended by deeds of adherence dated
10 January 2024 and 15 January 2024).
Subject to a certain minimum shareholding,
the Relationship Agreement details the
rightsthe Controlling Shareholder has to
representation on the Board and Nomination
Committee and to appoint observers to the
Nomination Committee (if not represented on
the Committee). The Controlling Shareholder
also undertakes not to operate, establish, own
or acquire a competing business during the
terms of the agreement.
Any transactions between Alfa and the
Controlling Shareholder will be at arm’s
lengthand on normal commercial terms.
In accordance with the requirements of UKLR,
the Board confirms that the Company has
complied with its obligations under the
Relationship Agreement, including in respect of
the independence provisions and, so far as the
Company is aware, the Controlling Shareholder
has complied with the provisions of the
Relationship Agreement (including the
independence and non-compete provisions set
out therein), at all times since the Agreement
was entered into. Other related party
transactions are detailed in note 31.3 to the
consolidated financial statements. There are
no further transactions with relatedparties.
Compensation for loss of office and
change of control
There are no agreements between the
Company and its Directors or Alfa team
members providing for additional
compensation for loss of office or employment
(whether through resignation, redundancy or
otherwise) that occurs because of a takeover
bid. The only significant agreement, to which
the Company is a party that takes effect, alters
or terminates upon a change of control of the
Company following a takeover bid, and the
effect thereof, is the Relationship Agreement.
The Relationship Agreement with the
Controlling Shareholder contains a provision
under which it will terminate upon the earlier of:
(i) the Controlling Shareholder and its associates
ceasing to have the entitlement to exercise or
control the exercise of 10% or more of the voting
rights in the Company; or (ii) the Company’s
ordinary shares ceasing to be admitted to the
listing on the Official List of theFCA.
Appointment and retirement of
aDirector
The Articles of Association of the Company
setout the rules governing the appointment
and removal of a Director. The Articles of
Association may be amended by a special
resolution of the shareholders.
CHP Software and Consulting Holdings Limited,
has the right to appoint one Non-Executive
Director to the Board for so long as the
Controlling Shareholder holds 10% or more but
less than 20% of the voting rights in respect of
the Company’s shares.
If none of the Controlling Shareholders are
members of the Nomination Committee, the
Controlling Shareholder can appoint an
observer to the Nomination Committee. Andrew
Page is designated as the first appointed
Director of the Controlling Shareholder. Andrew
Denton has not been appointed as a designated
Director by the Controlling Shareholder. It has
been agreed that for as long as the Controlling
Shareholder has the right to appoint two
Directors to the Board, and whilst Andrew
Denton is a Director of the Company, the
Controlling Shareholder will not exercise its right
to appoint a second Director to the Board.
In accordance with the recommendations
ofthe 2024 Code, all Directors will stand
forre-election at the 2026 AGM.
Powers of the Directors
Specific powers relating to the allotment and
issuance of ordinary shares and the ability of
the Company to purchase its own securities are
also included within the Articles and such
authorities are submitted for approval by the
shareholders at the AGM each year.
The Directors have the authority to allot shares
or grant rights to subscribe for or to convert
any security into shares in the Company.
Further details of the proposed authorities are
set out in the notice of the AGM.
The Board of Directors
The names and full biography of the current
Directors are provided on pages 58 to 59.
There were no changes to the Board during
2025. On 1 January 2026, Peter George was
appointed to the Board of Directors, his
biography is set out on page 59.
Streamlined Energy and Carbon
Reporting (SECR)
A breakdown of our greenhouse gas (GHG)
emissions in accordance with our regulatory
obligation to report GHG emissions pursuant
to section 7 of the Companies Act 2006
(Strategic report and Directors’ report)
Regulations 2013, can be found on pages
28and 29.
Disability
The Group gives full and fair consideration to
applications from disabled persons based on
their aptitudes and abilities and seeks, where
practicable, to retain, train and support the
career development of employees who are or
become disabled.
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Strategic report Additional informationCorporate governance
Financial statements
Directors’ report continued
Disclosure of information to
the auditor
Each of the Directors of the Company at
the date the Directors’ report is approved
confirms that:
• So far as the Director is aware, there is no
relevant audit information of which the
Company’s auditor is unaware; and
• Each Director has taken all reasonable steps
to ascertain any relevant audit information
and to establish that the Group and
Company’s auditor is aware of that
information.
This confirmation is given and should be
interpreted in accordance with the provisions
of section 418 of the Companies Act 2006. RSM
UK Audit LLP, the Group’s auditor, has indicated
its willingness to continue in office and, on the
recommendation of the Audit and Risk
Committee and in accordance with section 489
of the Companies Act of 2006, a resolution to
reappoint it will be put to the 2026 AGM.
Board approval of the Directors’report
The Directors’ report was approved by the
Board on 11 March 2026 and signed on its
behalf by:
Andrew Denton
Chief Executive Officer
Political donations
The Group made no political donations and incurred no political expenditure during the year (2024: £nil). The Company’s policy remains not to make political donations nor incur political expenditure.
At the 2025 AGM, the Directors were generally and unconditionally authorised by the Company’s shareholders to make limited political donations of up to £50,000, in order to protect against any
inadvertent breaches of the relevant provisions of the Companies Act 2006 which are very broad in nature. The Board has no intention of using this authority.
Research and development
The Group continued to invest in research and development during the year, focused on enhancing its products and services to meet customer and market requirements. Research and development
costs expensed are disclosed in note 6, with capitalised amounts included within Other intangible assets in note 15 of the consolidated financial statements.
Subsidiaries
The Group has subsidiaries in the USA, Germany, Australia and New Zealand. Further details ofthese can be found in note 31.2 to the Financial Statements on page 146.
Significant shareholdings
As at 31 December 2025 and 28 February 2026 (being the latest practicable date of this report), the Company had been notified, in accordance with chapter 5 of the Disclosure Guidance and
Transparency Rules, of the following voting rights as a shareholder of the Company:
Name of shareholder
No. of ordinary shares at
31 December 2025
% of total voting rights at
31 December 2025
No. of ordinary shares at
28 February 2026
% of total voting rights at
28 February 2026 Nature of holding
CHP Software and Consulting Holdings Limited 161,454,782 54.43 161,454,782 54.43 Direct
BlackRock 17,137,624 5.78 17,515,646 5.90 Indirect
Liontrust Asset Management 16,964,659 5.72 16,864,659 5.69 Indirect
aberdeen 14,629,989 4.93 14,500,332 4.89 Indirect
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Financial statements
Directors’ report continued
The Directors are responsible for preparing
theStrategic report and the Directors’ report,
the Directors’ Remuneration Report and the
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
Group and Company financial statements for
each financial year. The Directors have elected
under company law and are required under
theUK Listing Rules of the Financial Conduct
Authority to prepare Group financial
statements in accordance with UK-adopted
International Accounting Standards. The
Directors have elected under company law to
prepare the Company financial statements in
accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law).
The Group financial statements are required
bylaw and UK-adopted International
Accounting Standards to present fairly the
financial position and performance of the
Group; the Companies Act 2006 provides in
relation to such financial statements that
references in the relevant part of that Act
tofinancial statements giving a true and
fairview are references to their achieving
afairpresentation.
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
for that period.
In preparing each of the Group and Company
financial statements, the Directors are
required to:
a. Select suitable accounting policies and then
apply them consistently;
b. Make judgements and accounting estimates
that are reasonable and prudent;
c. For the Group financial statements, state
whether they have been prepared in
accordance with UK-adopted International
Accounting Standards;
d. For the Company financial statements, state
whether applicable UK accounting standards
have been followed, subject to any material
departures disclosed and explained in the
Company financial statements; and
e. Prepare the financial statements on the
going concern basis unless it is inappropriate
to presume that the Group and the Company
will continue in business.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Group’s and the
Company’s transactions and disclose with
reasonable accuracy at any time the financial
position of the Group and the Company and
enable them to ensure that the financial
statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
They are also responsible for safeguarding
theassets of the Group and the Company
andhence for taking reasonable steps for
theprevention and detection of fraud and
other irregularities.
Directors’ statement pursuant to the
Disclosure and Transparency Rules
Each of the Directors, whose names and
functions are listed on pages 58 to 59 confirm
that, to the best of each person’sknowledge:
a. The financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial
position and profit of the Company and the
undertakings included in the consolidation
taken as a whole; and
b. The Strategic report contained in the
AnnualReport includes a fair review of
thedevelopment and performance of the
business and the position of the Company
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks
anduncertainties that they face.
The Directors are responsible for the
maintenance and integrity of the corporate
andfinancial information included on the Alfa
Financial Software Holdings PLC website.
Legislation in the United Kingdom governing
the preparation and dissemination of financial
statements may differ from legislation in
otherjurisdictions.
The Directors consider the Annual Report and
Accounts, taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders to
assess the Group’s and the Company’s
position, performance, business model and
strategy.
This responsibility statement was approved by
the Board of Directors on 11 March 2026 and is
signed on its behalf by:
Andrew Denton
Chief Executive Officer
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Strategic report Additional informationCorporate governance
Financial statements
Statement of Directors’ responsibilities
109 Independent auditor’s report
116 Consolidated statement of profit or
lossand comprehensive income
117 Consolidated statement of
financialposition
118 Consolidated statement of
changesinequity
119 Consolidated statement of cash flows
120 Notes to the consolidated
financialstatements
148 Company statement of financial position
149 Company statement of changes in equity
150 Notes to the Company
financialstatements
155 Five-year history
Financial
statements
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108
Additional informationCorporate governance
Financial statements
Strategic report
Opinion
We have audited the financial statements of Alfa Financial Software Holdings PLC (the ‘parent
company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise
Consolidated Statement of Profit or Loss and Comprehensive Income, Consolidated Statement of
Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash
Flows, Company Statement of Financial Position, Company Statement of Changes in Equity and
notes to the financial statements, including significant accounting policies. The financial reporting
framework that has been applied in the preparation of the group financial statements is
applicable law and UK-adopted International Accounting Standards. The financial reporting
framework that has been applied in the preparation of the parent company financial statements
is applicable law and United Kingdom Accounting standards including Financial Reporting
Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
• 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 31 December 2025 and of the group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards;
• the parent company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We are
independent of the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters Group
• Revenue recognition – Software Engineering and Delivery revenue
from implementation projects
Parent Company
• None
Materiality Group
• Overall materiality: £2.00m (2024: £1.70m)
• Performance materiality: £1.50m (2024: £1.27m)
Parent Company
• Overall materiality: £1.99m (2024: £1.69m)
• Performance materiality: £1.49m (2024: £1.26m)
Scope Our audit procedures covered 100% of revenue, total assets and profit
before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the group financial statements of the current period and include
themost significant assessed risks of material misstatement (whether or not due to fraud)
weidentified, including 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 group financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Strategic report Additional informationCorporate governance
Financial statements
Independent auditor’s report to the members of Alfa Financial Software Holdings PLC
Revenue recognition – Software Engineering and Delivery revenue from implementation projects
Key audit matter
description
The group’s operations include complex Software Engineering and Delivery activities. The delivery of customer contracts typically extends over more than one reporting period,
and often the original project plans are amended. In recognising customised licence revenue, management has to apply a number of judgements to allocate the overall
transaction price across the multiple performance obligations that have been identified within these projects. In addition, the business often negotiates specific contractual
terms with its customers which require judgement to be applied to determine how these should be accounted for in line with IFRS 15 ‘Revenue from contracts with customers.’
We consider revenue recognition for Software Engineering and Delivery to be a key audit matter due to:
• The level of judgement involved in the identification of distinct performance obligations and subsequent measurement and timing of recognition of customised licence
revenue;
• The level of judgement involved in respect of contract-specific judgements for all revenue streams;
• The potential risk of fraud in revenue recognition;
• The allocation of audit resources and effort.
Further details on revenue recognition are included in the financial statements in note 1.5 “Accounting policies – Revenue recognition”, note 2 “Critical accounting judgements,
estimates and assumptions” and note 5 “Revenue from contracts with customers”.
How the matter
was addressed in
the audit
In response to this key audit matter, the audit procedures we performed included:
• Updating our understanding of the processes and controls around revenue recognition;
• Examining the group’s revenue recognition policy, including supporting accounting papers, to assess whether performance obligations have been appropriately identified and
revenue recognised in line with IFRS 15;
• For Software Engineering and Delivery revenue from implementation projects we:
• Assessed management’s analysis of the performance obligations within individual contracts and of how the five steps in IFRS 15 should be applied;
• Audited the revenue recognition calculations for a sample of the most significant contracts to assess whether the methodology applied was consistent with the group’s
revenue recognition policy and across projects. This included testing inputs in the calculations to supporting evidence;
• Examined a sample of underlying contracts to confirm the relevant contract terms had been appropriately identified;
• Verified the explanations and data provided by management by holding discussions with project managers regarding the key assumptions and judgements made;
• Tested the completeness and accuracy of timesheet data as some performance obligations are recognised based on days worked;
• Challenged management on the appropriateness of estimates made in IFRS 15 calculations for customised licence revenue;
• Assessed specific contract key judgements and whether these were recognised appropriately in line with IFRS 15.
• Auditing the disclosures in the financial statements and evaluating whether the policy for revenue recognition is appropriately explained and critical judgements are
appropriately disclosed.
Key observations Based on the results of the audit procedures outlined above, we have no observations to report. The impacts of the key judgements applied in respect of revenue recognition
are disclosed in note 2 to the financial statements.
No key audit matters were identified in respect of the parent company.
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110
Additional informationCorporate governance
Financial statements
Strategic report
Independent auditor’s report to the members of Alfa Financial Software Holdings PLC continued
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures. When evaluating whether the effects of
misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size
ofthe misstatements. Based on our professional judgement, we determined materiality as follows:
Group Parent company
Overall materiality £2.00m (2024: £1.70m) £1.99m (2024: £1.69m)
Basis for determining overall materiality 5% of profit before tax
(2024: 5% of profit before tax)
0.5% of net assets, capped at 99% of group overall materiality
(2024: 1% of net assets, capped at 99% of group overall materiality)
Rationale for benchmark applied Profit before taxation is considered the most appropriate benchmark for
users of the financial statements.
Net assets is considered to be the most appropriate benchmark for the
parent company as it is primarily a holding company.
Performance materiality £1.49m (2024: £1.27m) £1.49m (2024: £1.26m)
Basis for determining performance
materiality
75% of overall materiality 75% of overall materiality
Reporting of misstatements to the
AuditCommittee
Misstatements in excess of £0.10m and misstatements below that
threshold that, in our view, warranted reporting on qualitative grounds.
Misstatements in excess of £0.10m and misstatements below that
threshold that, in our view, warranted reporting on qualitative grounds.
An overview of the scope of our audit
The group has operations located in the following countries:
• United Kingdom
• United States of America
• Germany
• Australia
• New Zealand
• Poland
• Portugal
Although the structure of the group is made up of a number of legal entities, we have assessed that the group is a single component for the purposes of our audit because financial information is
presented to management and the Board on a consolidated basis and the group’s financial statements report a single segment and do not disclose any specific divisional information. The group’s
principal activity is consistent across all locations with a commonality of operations and there is operational interdependence across the group.
Our audit approach covers 100% of profit before tax, revenue and total assets. All audit work was completed by the group audit team and no component auditors were used in our audit.
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The impact of climate change on the audit
In planning our audit, we considered the potential impact of the possible risks arising from climate
change on the Group’s and the Company’s financial statements and obtained an understanding of
how management identifies and responds to climate-related risks. Further information on
management’s risk assessment, progress and commitments is provided in the Group’s climate-
related risk disclosures on pages 24 to 33 of the annual report.
We performed risk assessment procedures including making enquiries of management, reading
board minutes and applying our knowledge of the Group and the Company and the sector within
which it operates, to assess the potential impact on the financial statements.
Taking account of the nature of the business, the extent of the headroom in impairment testing,
and insensitivity of useful economic lives of tangible and intangible assets to changing regulation,
weather patterns or business activities, we have not assessed climate-related risk to be significant
to our audit. There was also no impact on our key audit matters.
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’s and parent company’s ability to continue to
adopt the going concern basis of accounting included:
• Checking the arithmetic accuracy of the forecasts that form the basis of the directors’ going
concern assessment and Viability statement;
• Corroborating the cash balance that is used as the starting point for the forecasts by confirming
to bank confirmations;
• Challenging management’s forecasts and comparing the 2026 budget to YTD results and
orderbook;
• Assessing the assumptions made in management’s stress-testing;
• Completing further sensitivity analysis and stress-testing of management’s forecasts;
• Auditing the disclosures in the financial statements in respect of going concern and viability.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the group’s
or the parent company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the entity 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.
Other information
The other information comprises the information included in the annual report other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained
inthe course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, 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:
• the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
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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:
• adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
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 parent company’s compliance
with the provisions of the UK Corporate Governance Code specified for our review by the
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 and our knowledge obtained during the audit:
• Directors’ statement as regards the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 23;
• Directors’ explanation as to their assessment of the group’s prospects, the period this
assessment covers and why the period is appropriate set out on pages 52 to 53;
• Director’s statement on whether it has a reasonable expectation that the group will be able to
continue in operation and meets its liabilities set out on page 52;
• Directors’ statement on fair, balanced and understandable set out on page 79;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 34;
• Section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 79; and
• Section describing the work of the audit committee set out on pages 75 to 81.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 107, 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’s and
the parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
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.
The extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our
audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and
regulations that have a direct effect on the determination of material amounts and disclosures
inthe financial statements, to perform audit procedures to help identify instances of non-
compliance with other laws and regulations that may have a material effect on the financial
statements, and to respond appropriately to identified or suspected non-compliance with laws
and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material
misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement due to fraud through designing
and implementing appropriate responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
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However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions
of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:
• obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and parent company operate in and how the group and parent
company are complying with the legal and regulatory frameworks;
• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged
instancesof fraud;
• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation/Regulation Additional audit procedures performed by the Group audit engagement team included:
UK adopted IAS, FRS 102 and Companies
Act 2006
Review of the financial statement disclosures and testing to supporting documentation;
Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance regulations
Inspection of advice received from internal/external tax advisors;
Inspection of correspondence with local tax authorities;
Consultation with a tax specialist regarding the approach taken to the audit of tax;
Consideration of whether any matter identified during the audit required reporting to an appropriate authority outside the entity.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk Audit procedures performed by the audit engagement team included:
Revenue recognition The audit procedures performed in relation to revenue recognition are documented in the key audit matter section of our audit report for Software
Engineering and Delivery revenue from implementation projects. In respect of ongoing Software Engineering and Delivery revenue our procedures
included:
• Recalculation of the revenue recognised in the year for a sample of customers based on time worked and other supporting information;
• Examining disclosures made in the financial statements to determine if these have been made in line with IFRS 15 ‘Revenue from contracts
withcustomers’.
Capitalisation of development costs • Examining the Investment Committee meeting minutes for any projects which may indicate the understatement of amounts capitalised during
theperiod;
• Interviewing relevant personnel to understand the projects capitalised in the period and the nature of projects not capitalised;
• Verifying the amounts capitalised during the year by reference to underlying payroll records and timesheet data; and
• Examining for a sample of projects whether these had been accounted for in line with IAS 38 ‘Intangible assets’.
Management override of controls • Testing the appropriateness of journal entries and other adjustments;
• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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A further description of our responsibilities for the audit of the financial statements is located
onthe Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities.
Thisdescription forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by management in
July 2020 to audit the financial statements for the year ending 31 December 2020 and subsequent
financial periods.
The period of total uninterrupted consecutive appointments is 5 years, covering the years ending
31 December 2020 to 31 December 2024.
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 our audit.
Our audit opinion is consistent with the additional report to the audit committee in accordance
with ISAs (UK).
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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency
Rules, these financial statements will form part of the Annual Financial Report prepared in
Extensible Hypertext Markup Language (XHTML) format and filed on the National Storage
Mechanism of the UK FCA. This auditor’s report provides no assurance over whether the annual
financial report has been prepared in XHTML format.
David Clark
(Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
United Kingdom
EC4A 4AB
11 March 2026
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£m
Note
2025
2024
Continuing operations
Revenue
5
126.7
109.9
Cost of sales
(46.0)
(39.0)
Gross profit
80.7
70.9
Sales, general and administrative expenses
(41.0)
(36.6)
Other income
0.4
–
Operating profit
6
40.1
34.3
Finance income
10
0.7
0.5
Finance expense
10
(0.7)
(0.7)
Profit before taxation
40.1
34.1
Taxation
11
(10.0)
(8.5)
Profit for the financial year
30.1
25.6
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations
26
(0.2)
(0.1)
Other comprehensive (loss) net of tax
(0.2)
(0.1)
Total comprehensive income for the year
29.9
25.5
Earnings per share (in pence)
Basic
12
10.19
8.68
Diluted
12
10.14
8.56
The above consolidated statement of profit or loss and comprehensive income should be read in conjunction with the accompanying notes.
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Consolidated statement of profit or loss and comprehensive income
£m
Note
2025
2024
Assets
Non-current assets
Goodwill
14
24.7
24.7
Other intangible assets
15
12.5
9.3
Property, plant and equipment
16
0.7
0.7
Right-of-use assets
17
6.7
7.7
Deferred tax assets
18
0.4
0.5
Total non-current assets
45.0
42.9
Current assets
Trade receivables
19
8.5
8.6
Accrued income
20
5.5
4.7
Prepayments
20
4.4
4.9
Other receivables
20
0.2
0.3
Corporation tax recoverable
20
0.7
2.8
Cash and cash equivalents
21
26.4
20.5
Total current assets
45.7
41.8
Total assets
90.7
84.7
Liabilities and equity
Current liabilities
Trade and other payables
22
13.2
11.7
Lease liabilities
23
1.2
0.1
Provisions for other liabilities
24
0.3
–
Contract liabilities
22
13.9
15.7
Total current liabilities
28.6
27.5
Non-current liabilities
Lease liabilities
23
8.1
9.2
Provisions for other liabilities
24
0.6
0.8
Deferred tax liabilities
18
1.7
1.0
Total non-current liabilities
10.4
11.0
Total liabilities
39.0
38.5
Capital and reserves
Share capital
25
0.3
0.3
Translation reserve
26
(0.1)
0.1
Own shares
27
(6.5)
(7.9)
Retained earnings
58.0
53.7
Total equity
51.7
46.2
Total liabilities and equity
90.7
84.7
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
The consolidated financial statements on pages 116 to 147 were approved and authorised for issue by the Board of Directors on 11 March 2026 and signed on its behalf by:
Andrew Denton
Chief Executive Officer
Duncan Magrath
Chief Financial Officer
Alfa Financial Software Holdings PLC – Registered number: 10713517
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Consolidated statement of financial position
Equity
attributable
Translation Retained to owners of
£m
Note
Share capital
Own shares
reserveearningsthe parent
Balance as at 1 January 2024
0.3
(8.7)
0.2
50.2
42.0
Profit for the financial year
–
–
–
25.6
25.6
Other comprehensive (loss)
–
–
(0.1)
–
(0.1)
Total comprehensive income for the year
–
–
(0.1)
25.6
25.5
Transactions with owners in their capacity as owners:
Equity-settled share-based payment schemes
28
–
–
–
1.1
1.1
Equity-settled share-based payment schemes – deferred tax impact
18
–
–
–
0.4
0.4
Dividends
30
–
–
–
(22.1)
(22.1)
Own shares distributed
27
–
1.5
–
(1.5)
–
Own shares acquired
27
–
(0.7)
–
–
(0.7)
Balance as at 31 December 2024
0.3
(7.9)
0.1
53.7
46.2
Profit for the financial year
–
–
–
30.1
30.1
Other comprehensive (loss)
–
–
(0.2)
–
(0.2)
Total comprehensive income for the year
–
–
(0.2)
30.1
29.9
Transactions with owners in their capacity as owners:
Equity-settled share-based payment schemes
28
–
–
–
1.6
1.6
Equity-settled share-based payment schemes – deferred tax impact
18
–
–
–
0.1
0.1
Dividends
30
–
–
–
(26.0)
(26.0)
Own shares distributed
27
–
2.3
–
(1.5)
0.8
Own shares acquired
27
–
(0.9)
–
–
(0.9)
Balance as at 31 December 2025
0.3
(6.5)
(0.1)
58.0
51.7
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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Consolidated statement of changes in equity
£m
Note
2025
2024
Cash flows from operating activities
Profit before tax
40.1
34.1
Net finance costs
–
0.2
Operating profit
40.1
34.3
Adjustments:
Depreciation
6/16/17
1.5
1.7
Amortisation
6/15
1.8
1.0
Share-based payment charge
28
1.6
1.1
RDEC tax (credit)/charge
6
(0.4)
0.1
Increase in provisions
24
0.1
0.1
Movements in working capital:
(Decrease)/increase in contract liabilities
22
(1.8)
1.5
(Increase) in trade and other receivables
19/20
(0.1)
(4.2)
Increase in trade and other payables (excluding contract liabilities)
22
1.7
1.7
Cash generated from operations
44.5
37.3
Interest element on lease payments
10/23
(0.7)
(0.6)
Other interest paid
10
–
(0.1)
Income taxes paid
(6.6)
(8.2)
Net cash generated from operating activities
37.2
28.4
Cash flows from investing activities
Payments for purchases of property, plant and equipment
16
(0.4)
(0.3)
Payments for internally developed software
15
(5.0)
(5.3)
Payments in relation to direct costs associated with lease extensions
–
(0.3)
Interest received
10
0.7
0.5
Net cash outflow from investing activities
(4.7)
(5.4)
Cash flows from financing activities
Dividends paid to Company shareholders
30
(26.0)
(22.1)
Payments of lease liabilities (principal)
23
(0.1)
(1.3)
Purchase of own shares
27
(0.9)
(0.7)
Sale of own shares
0.6
–
Cash used in financing activities
(26.4)
(24.1)
Net increase/(decrease) in cash
6.1
(1.1)
Cash and cash equivalents at the beginning of the year
21
20.5
21.8
Effect of foreign exchange rate changes on cash and cash equivalents
(0.2)
(0.2)
Cash and cash equivalents at the end of the year
21
26.4
20.5
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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Consolidated statement of cash flows
1. Summary of significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these
consolidated financial statements. These policies have been consistently applied to all the years
presented, unless otherwise stated. The financial statements are for the Group, consisting of Alfa
Financial Software Holdings PLC (Alfa or the Company) and its subsidiaries, and are presented to
the nearest £0.1m unless otherwise stated.
The principal activity of the Group is to develop, implement and support software and SaaS
solutions to the auto and equipment finance industry in the United Kingdom, Europe, Africa,
Americas, and Australasia.
1.1 Basis of preparation
Compliance with IFRS
The consolidated financial statements of the Group have been prepared in accordance with the
Companies Act 2006 and with United Kingdom adopted International Accounting Standards.
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention,
other than the revaluation of financial assets and financial liabilities recorded at fair value through
profit or loss.
Going concern
The financial statements are prepared on the going concern basis. The Group continues to be
cash-generative and the Directors believe that the Group has a resilient business model. The
Group meets its day-to-day working capital requirements through its cash reserves generated
from operating activities. The Group’s forecasts and projections, taking account of reasonably
possible changes in trading performance, show that the Group has sufficient cash reserves
to continue to operate for a period of not less than 12 months from the date of these
financial statements.
The going concern assessment also includes downside stress testing in line with FRC guidance
which demonstrates that even in the most extreme downside conditions considered reasonably
possible, given the existing level of cash held, the Group would continue to be able to meet its
obligations as they fall due.
On this basis, the Directors consider it appropriate to continue to adopt the going concern basis
of accounting in preparing the financial statements.
New and amended standards adopted by the Group
The Group has not adopted any new and amended standards in the current financial year
that have had any material impact on the disclosures or on the amounts reported in these
financial statements.
New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements, the Group has not applied the following
new and revised IFRS Standards that have been issued but are not yet effective:
• IFRS 18 – ‘Presentation and Disclosures in Financial Statements’ (effective 1 January 2027)
• UK Sustainability Reporting Standards – UK SRS S1 ‘General Requirements for Disclosure of
Sustainability-related Financial Information’ and UK SRS S2 ‘Climate-related Disclosures’
(published in February 2026 and available for voluntary use in the UK)
The Directors have not yet completed a detailed assessment of the impact of these new and
revised standards. IFRS 18 is not expected to have a material impact on the recognition and
measurement of the Group’s assets and liabilities but is expected to affect the presentation and
disclosures in future periods. UK SRS S1 and UK SRS S2 are expected to impact the nature and
extent of the Group’s sustainability-related and climate-related disclosures rather than the
amounts recognised in the consolidated financial statements.
1.2 Group structure
Basis of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. Unless otherwise stated,
subsidiaries have share capital consisting solely of ordinary shares, and the proportion of
ownership interests held equals the voting rights held by the Group. The country of incorporation
or registration is also each subsidiary’s principal place of business.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
All subsidiaries have a 31 December year end. The Group exercises control over the employee
benefit trust (EBT) because it is exposed to, and has a right to, variable returns from this EBT and
is able to use its power over the EBT to affect those returns. The EBT is therefore consolidated by
the Group.
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Notes to the consolidated financial statements for the year ended 31 December 2025
1.4 Foreign currency translation
Functional currency
Items included in the consolidated financial statements of each of the Group’s subsidiaries are
measured using their functional currency. The functional currency of the parent and each
subsidiary is the currency of the primary economic environment in which the entity operates.
See applicable exchange rates used in 2025 and 2024 below:
2025
2024
Closing
Average
Closing
Average
USD
1.35
1.32
1.25
1.28
EUR
1.15
1.17
1.21
1.18
NZD
2.34
2.27
2.24
2.11
AUD
2.02
2.05
2.02
1.94
Presentation currency
The consolidated financial statements are presented in pounds sterling. The Company’s
functional and presentation currency is pounds sterling.
Group companies
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
• Assets and liabilities for each consolidated statement of financial position presented are
translated at the closing rate at the date of that consolidated statement of financial position.
• Income and expenses for each statement of profit or loss and statement of comprehensive
income are translated at average exchange rates (unless this is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in which case income
and expenses are translated at the dates of the transactions).
• All resulting exchange differences are recognised in other comprehensive income.
1. Summary of significant accounting policies continued
1.3 Segment reporting
Operating and reporting segments are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision Maker (CODM). The Group’s Chief Executive
Officer (CEO), who is responsible for allocating resources and assessing performance, has been
identified as the CODM.
The CODM regularly reviews the Group’s operating results in order to assess performance and to
allocate resources. The CODM considers the business from a product perspective and, therefore,
recognises one operating and reporting segment, being the sale of software and related services.
The Group splits revenue by type of activity but reports operating results on a consolidated basis,
as presented to the CODM, along with the required entity-wide disclosures.
The Group discloses revenue split by type of activity, being Subscription, Software Engineering
and Delivery.
a.  Subscription revenues include recurring revenues paid on a monthly or annual basis,
including subscription licence revenues, maintenance and cloud hosting.
b.  Software Engineering revenues include revenues from development, the recognition of
customised licence revenue, and any one-off licence fees.
c.  Delivery revenues are revenues from any work done for customers including pre-
implementation, implementation work and ongoing services.
See note 1.5 for details of our revenue recognition accounting policy and note 2 for the critical
accounting judgements in relation to revenue recognition.
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Any one contract may include a single performance obligation or a combination of those
listed below:
1.5.1 Software implementation services
Where implementation services are considered to be distinct, i.e. when relatively straightforward,
do not require additional development services and could be performed by an external third
party, the implementation services are accounted for as a separate performance obligation from
any development services.
When a customer is in the process of implementing the software, the transaction price is
allocated to this based on the stand-alone selling prices (derived from standard day rates) and is
recognised over time based on the effort incurred, limited to the amount to which Alfa has a right
to payment. For customers under the Group’s subscription-based contracts that are undergoing
implementation, revenue for software implementation services is deemed to be distinct from
any other performance obligation. Recognition over time is appropriate because customers
simultaneously receive and consume the benefits provided. A percentage-of-completion basis
is used to estimate progress towards completion of the performance obligation over time.
To calculate the percentage-of-completion, data is derived from timesheets for the days worked
for the customer on implementation work and compared with the latest forecast of total
implementation days to be completed on the project. When the type of services provided are
ongoing services, the transaction price is deemed to be the actual day rate, and revenue is
recognised at a point in time as the service is provided.
1.5.2 Development services and licence services (the customised licence)
Another performance obligation is the granting of a right to use Alfa Systems, which includes
the delivery of the related software licence and any development efforts which change the
underlying code. During the initial phase of implementing the software, the total revenue
attributable to this performance obligation is estimated at the outset of the relevant software
implementation project and recognised as the effort is expended, on a percentage-of-completion
basis, limited to the amount of revenue to which Alfa has the right to payment. See note 5.6 for
the accounting policy for variable consideration.
Recognition over time is appropriate because customers obtain the ability to benefit from the
product from the start of the implementation project; the development or customisation of the
asset is tailored to the customer’s specific requirements; and the customer is entitled to the
benefits of the efforts as at the date the efforts are delivered. A percentage-of-completion basis
is used to estimate progress towards completion of the performance obligation over time. To
calculate the percentage-of-completion, data is derived from timesheets for the days worked for
the customer on development work and compared with the latest forecast of total development
days to be completed on the project.
1. Summary of significant accounting policies continued
1.4 Foreign currency translation continued
On consolidation, exchange differences arising from the translation of any net investment in
foreign entities are recognised in other comprehensive income. When a foreign operation is sold,
the associated exchange differences are reclassified to profit or loss, as part of the gain or loss
on sale.
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies using
the exchange rates prevailing at the dates of the transactions. Foreign exchange differences
arising from the settlement of such transactions and from the translation at the reporting date of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
See applicable exchange rates used by the Group above.
1.5 Revenue recognition
The Group derives revenue by type of activity being Subscription, Software Engineering and
Delivery (as disclosed in note 1.3).
i  Subscription revenue includes the periodic rights to use Alfa Systems, periodic maintenance,
and subscription (including cloud hosting).
ii  Software Engineering revenue includes chargeable development revenue, customised licence
revenue, options over the right to use Alfa Systems, and one-off licence fees.
iii Delivery revenue includes software implementation services.
The Group provides the right to use, software development services, core implementation
services and ongoing support of its product, Alfa Systems. The Group’s contractual arrangements
contain multiple deliverables or services, such as the development or customisation of the
software to the customer’s requirements, implementation services such as migration of data
and testing, and certain project management services.
Alfa assesses whether there are distinct performance obligations at the start of each contract and
throughout the performance of the implementation, development and services projects and
maintenance period. These performance obligations are laid out in this note.
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1.5.5 Periodic maintenance amounts
This represents the stand-alone selling price of the ongoing support or maintenance of Alfa
Systems which is recognised throughout the period over which the services are delivered.
1.5.6 Subscription amounts
Certain of the Group’s implementation and service contracts include a subscription payment
mechanism. This represents a monthly fee charged to the customer covering one or more of
the following performance obligations: the provision of monthly hosting services; the monthly
periodic right to use Alfa Systems; and the provision of monthly maintenance services (when this
becomes applicable to the customer). The monthly payments are recognised as revenue in the
period to which they relate. This reflects the underlying performance obligations of the Group
and termination rights of the customer.
1.5.7 One-off revenue amounts
From time to time, the Group is entitled to receive one-off licence revenue from its customers as
they increase the number of contracts on their version of Alfa Systems. Additionally, there are
times when catch-up periodic maintenance amounts are entitled to be received by the Group,
also as a result of the increased number of contracts. Generally, this revenue is recognised at the
point in time it is invoiced, or becomes contractually payable, reflecting the fact that the Group
has no remaining performance obligations to satisfy.
Costs to obtain contracts
The Group incentivises its sales force for securing sales. In line with IFRS 15, these costs are
capitalised and are amortised in line with the percentage-of-completion of the software
implementation project to which they relate.
Costs to fulfil contracts
The Group has recognised an asset in relation to employee costs to fulfil its long-term
development contracts (as disclosed in note 20). These costs relate directly to the contracts,
generate or enhance resources to be used to satisfy performance obligations in the future and
are expected to be recovered. This asset is presented within prepayments in the statement of
financial position. These costs are amortised within cost of sales in line with the percentage-of-
completion of the development project to which they relate.
1. Summary of significant accounting policies continued
1.5 Revenue recognition continued
Revenue attributable to development services is valued using the residual value method as
there are no stand-alone selling prices which are observable, as each project is customised. For
customers under the Group’s subscription-based contracts that are undergoing implementation,
revenue for development services is deemed to be distinct from any other performance
obligation and is recognised based on a percentage-of-completion basis.
Once the customer is already using the software, and the services provided are ongoing
development, the transaction price is deemed to be the actual day rate and revenue is recognised
at a point in time as the development service is provided.
1.5.3 Option over the right to use Alfa Systems
In the event that perpetual licence customers have to pay periodic maintenance fees in order to
keep using Alfa Systems, a component of these future maintenance fees is attributable to the
right to use the software. In these circumstances, the licence granted by Alfa is considered to
renew in future periods. There may be a material right in respect of discounts in future periods.
In order to ascribe a value to this option, management annualises the value of the customised
licence performance obligation and compares it to the annual right to use software performance
obligation post-go-live.
The value of this option is built up from the start of the implementation project in line with the
percentage-of-completion of development revenue described in note 1.5.2 above. Following the
completion of the implementation project, the value of this option is recognised evenly over the
expected remaining customer life.
1.5.4 Periodic right to use Alfa Systems
When a customer pays its maintenance fee annually, this performance obligation represents the
proportion of this fee which relates to the periodic option to renew the right to use Alfa Systems.
If there is the right of clawback of the annual right to use, such amounts are recognised
throughout the annual period. If there is no right of clawback, then the annual right to use
amount is recognised in full when there is a right of collection.
When a customer pays for its maintenance fee as part of a subscription contract (see note 1.5.6
below), it will not be treated as a separate performance obligation (and will instead be part of the
subscription amount).
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the reporting date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable
profits will be available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current tax assets against current tax liabilities and when the deferred income taxes, assets
and liabilities relate to income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the balances on a net basis.
1.8 Leases
The Group enters into lease contracts in respect of various properties and motor vehicles. These
rental contracts are typically made for fixed periods of two to ten years, and sometimes have
extension options. Lease terms are negotiated on an individual basis and contain a wide range of
different terms and conditions. In accordance with IFRS 16, leases are recognised as a right-of-use
asset with a corresponding liability, at the date at which the leased asset is available for use by the
Group. These assets and liabilities are initially measured on a present value basis (as set out in
more detail below), with each subsequent lease payment allocated between the liability and
finance cost. The finance cost is charged to profit or loss over the lease period to produce
a constant periodic rate of interest on the remaining balance of the liability for each period.
The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease
term on a straight-line basis.
Alfa assesses whether a contract is, or contains, a lease at inception of the contract. The Group
recognises a right-of-use asset and a corresponding lease liability, with respect to all lease
arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease
term of 12 months, or less) and leases of low-value assets. For these leases, the Group recognises
the lease payments as an expense on a straight-line basis over the term of the lease, unless
another systematic basis is more representative of the time pattern in which economic benefits
from the leased assets are consumed.
Lease liabilities
The lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot
be readily determined, the Group uses its incremental borrowing rate.
1. Summary of significant accounting policies continued
1.6 Operating expenses
Operating expenses include items such as personnel costs (including training and recruitment),
cost of software not capitalised, research and development costs, and other infrastructure
expenses. These items have been grouped into the following categories for disclosure purposes:
• Cost of sales – this includes salaries and other direct costs associated with satisfying customer
contracts (including hosting costs) and for developing software.
• Sales, general and administrative expenses – this includes all the residual operating costs.
1.7 Income tax
Taxation expense for the year comprises current and deferred tax recognised in the reporting
period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. Current or deferred taxation assets and
liabilities are not discounted.
Under the R&D Expenditure Credit (also referred to as the ‘RDEC’) scheme, the Group has received
a tax credit based on qualifying R&D expenditure. This tax credit is recognised within pre-tax
income, as ‘Other Income’.
Current tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the reporting date in the countries where the Group and its subsidiaries operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax
Deferred income tax is recognised, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the Group’s
consolidated financial statements. However, deferred income tax assets and liabilities are not
recognised on the initial recognition of an asset or liability in a transaction other than a business
combination which, at the time of the transaction, affects neither accounting nor taxable profit
and does not give rise to equal taxable and deductible temporary differences.
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The right-of-use assets are presented as a separate line in the consolidated statement of
financial position.
The right-of-use assets are subsequently measured at cost less accumulated depreciation and
impairment losses (if applicable). They are depreciated from the commencement date of the lease
and over the shorter period of the lease term and useful life of the underlying asset. If a lease
transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects an
expectation that the Group will exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. Currently, the Group does not have
any leases that include a purchase option, or transfer ownership of the underlying asset.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset,
restore the site on which it is located, or restore the underlying asset to the condition required
by the terms and conditions of the lease, a provision is recognised and measured under IAS 37.
Extension options (or periods after termination options) are only included in the lease term if the
lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a
significant event or a significant change in circumstances occurs which affects this assessment
and that is within the control of the lessee. During the current financial period, there have been
no changes in such assessments.
Variable rents that do not depend on an index, or rate, are not included in the measurement of
the lease liability and the right-of-use asset. The related payments are recognised as an expense
in the period in which the event or condition that triggers those payments occurs and are
included as an expense in the consolidated statement of profit or loss and comprehensive
income.
1.9 Impairment of non-financial assets
Goodwill is tested annually for impairment. The carrying amount is allocated to the cash-
generating unit (CGU) that is expected to benefit from investment and which represents the
lowest level at which the goodwill is monitored for internal management purposes. The carrying
value of the CGU is then compared to the higher of its fair value less costs of disposal and its value
in use. Any impairment attributed to the goodwill is recognised immediately as an expense and is
not subsequently reversed.
1. Summary of significant accounting policies continued
1.8 Leases continued
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in substance fixed payments), less any lease incentives;
• Variable lease payments that depend on an index or rate, initially measured using the index or
rate at the commencement date;
• The amount expected to be payable by the lessee under residual value guarantees;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the
options; and
• Penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.
The lease liability is presented in separate lines, split between current and non-current liabilities,
in the consolidated statement of financial position. It is subsequently measured by increasing the
carrying amount to reflect interest on the lease liability (using the effective interest method) and
by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related
right-of-use asset) whenever:
• The lease term has changed, or there is a change in the assessment of exercise of a purchase
option, in which case the lease liability is remeasured by discounting the revised lease
payments using a revised discount rate;
• The lease payments change due to changes in an index, or rate, or a change in expected
payment under a guaranteed residual value. In these cases, the lease liability is remeasured
by discounting the revised lease payments, using the initial discount rate (unless the lease
payments change is due to a change in a floating interest rate, in which case a revised discount
rate is used); and
• A lease contract is modified and the lease modification is not accounted for as a separate lease,
in which case the lease liability is remeasured by discounting the revised lease payments using
a revised discount rate.
Right-of-use assets
The right-of-use assets comprise:
• The initial measurement of the corresponding lease liability;
• Lease payments made at, or before, the commencement day;
• Any initial direct costs; and
• Restoration costs.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
All income and expenses relating to financial assets that are recognised in profit or loss,
where material, are presented within finance costs, finance income or other financial items,
except for impairment of trade receivables which is presented within sales, general and
administrative expenses.
Subsequent measurement of financial assets
Financial assets are measured at amortised cost if the assets meet the following conditions
(and are not designated as FVTPL):
• They are held within a business model whose objective is to hold the financial assets and collect
their contractual cash flows; and
• The contractual terms of the financial assets give rise to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest
method. Discounting is omitted where the effect of discounting is immaterial. The Group’s trade
and most other receivables (notes 19 and 20) and cash and cash equivalents (note 21) fall into this
category of financial instruments.
Impairment of financial assets
Under IFRS 9, the requirements are to use forward-looking information to recognise expected
credit losses – the ‘expected credit loss (ECL) model’. The Group considers a broad range of
information when assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
1.12 Trade receivables
Trade receivables are amounts due from customers for licences sold or services performed in the
ordinary course of business. They are generally due for settlement within 30 days of the invoice
date and are therefore all classified as current. Trade receivables are recognised initially at fair
value and subsequently measured at amortised cost using the effective interest method, less
provision for impairment.
1. Summary of significant accounting policies continued
1.9 Impairment of non-financial assets continued
Other assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount might not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from other assets or groups of
assets (CGUs). Non-financial assets other than goodwill that suffered an impairment are reviewed
for possible reversal of the impairment at the end of each reporting period.
1.10 Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand as well as short-term deposits with
original maturities of three months or less.
1.11 Financial assets
Recognition and derecognition
Financial assets are recognised in the statement of financial position when the Group becomes
party to the contractual provision of the instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the
financial asset expire, or when the financial asset and substantially all the risks and rewards
are transferred.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and
are measured at the transaction price in accordance with IFRS 15, all financial assets are initially
measured at fair value adjusted for transaction costs (where applicable). Financial assets,
other than those designated and effective as hedging instruments, are classified into the
following categories:
• Amortised cost;
• Fair value through profit or loss (FVTPL); and
• Fair value through other comprehensive income (FVOCI).
In the periods presented, the Group does not have any material financial assets categorised as
FVTPL or FVOCI. The classification is determined by both:
• The entity’s business model for managing the financial asset; and
• The contractual cash flow characteristics of the financial asset.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
which is the higher of an asset’s fair value less costs to sell and value in use. For the purpose of
assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows.
1.14 Goodwill and other intangible assets
Goodwill
Goodwill arose on the acquisition of subsidiaries in 2012 and represents the excess of the
consideration transferred over the fair value of the identifiable assets acquired and the liabilities
and contingent liabilities assumed.
The Group assesses whether goodwill has suffered any impairment on an annual basis in
accordance with the accounting policy stated in note 1.9 above. There is one CGU, being the
Group, as its geographical operations do not have separate or distinct cash inflows. The
recoverable amount of goodwill has been determined based on value-in-use calculations using
cash flow projections from financial budgets and forecasts.
Budgeted cash flow projections are based on the expectation of signing new customers in the
Group’s sales pipeline as well as ongoing projects with existing customers. Budgeted gross margin
is based on historical evidence and the expectations of market development and efficiency
leverage. Management believes that any reasonable change in any of the key assumptions on
which the recoverable amount is based would not cause the reported carrying amount to exceed
the recoverable amount of the CGU. The discount rate used reflects the Group’s pre-tax weighted
average cost of capital (WACC), as adjusted for region-specific risks and other factors as required
by IFRS.
Intangible assets
Internally generated intangible assets are initially measured at cost, and only qualify for
capitalisation if the Group can demonstrate all of the following:
• The technical feasibility of completing the intangible asset so that it will be available for use or
sale, its intention to complete the intangible asset and use or sell it;
• Its ability to use or sell the intangible asset, including how the intangible asset will generate
probable future economic benefits;
• The existence of a market or, if it is to be used internally, the usefulness of the intangible asset;
• The availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset; and
• Its ability to measure reliably the expenditure attributable to the intangible asset
during development.
1. Summary of significant accounting policies continued
1.12 Trade receivables continued
The Group has applied the simplified approach to measuring expected credit losses, which
uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables
have been grouped based on days overdue. The expected impairment loss is recognised in the
consolidated statement of profit or loss and comprehensive income within sales, general and
administrative expenses, and subsequent recoveries are credited to the same account previously
used to recognise the impairment charge. During the current and prior period, the result of the
above was immaterial and no impairment loss has been recognised.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of
receivable mentioned above. The credit qualities of these receivables are periodically assessed by
reference to external credit ratings (if available) or to historical information about their default
rates. The Group does not hold any collateral as security.
As the total carrying amount of the current portion of the trade and other receivables is due
within the next 12 months after the reporting date, the impact of applying the effective interest
method is not significant and, therefore, the carrying amount equals the contractual amount or
the fair value initially recognised.
1.13 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation.
Historical cost includes expenditure that is directly attributable to the acquisition of the item.
Depreciation on assets is calculated using the straight-line method to allocate their cost over
their estimated useful lives, as follows:
• Fixtures and fittings: 3-10 years
• IT equipment: 2-5 years
The assets’ residual values and useful lives are reviewed and adjusted if necessary at each
reporting date. An asset’s carrying amount is written down immediately to its recoverable amount
if the asset’s carrying amount is greater than its estimated recoverable amount. Repairs and
maintenance are charged to the consolidated statement of profit or loss and comprehensive
income as incurred. Any gains or losses on disposals are recognised within sales, general and
administrative expenses in the consolidated statement of profit or loss and comprehensive
income unless otherwise specified.
Property, plant and equipment are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount,
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
The Group’s financial liabilities include trade and other payables and lease liabilities. Financial
liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs
unless the Group designated a financial liability at fair value through profit or loss. Subsequently,
financial liabilities are measured at amortised cost using the effective interest method. All
interest-related charges and, if applicable, changes in an instrument’s fair value that are reported
in profit or loss are included within finance costs or finance income. The Group derecognises
financial liabilities when, and only when, the Group’s obligations are discharged, cancelled
or expired.
Trade and other payables and lease liabilities are classified as current liabilities if payment is due
within one year or less. If not, they are presented as non-current liabilities.
1.16 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as
a result of past events, it is more likely than not that an outflow of resources will be required to
settle the obligation and a reliable estimate of the amount can be made. When the effect of the
discounting is material, provisions are measured at the present value of the expenditures
expected to be required to settle the obligation.
1.17 Employee benefits
The Group provides a range of benefits to employees, including paid holiday arrangements and
defined contribution pension plans.
Short-term benefits
Short-term benefits, including health cover and other similar non-monetary benefits, are
recognised as an expense in the period in which the service is received.
Post-employment benefits
The Group operates various defined contribution plans for its employees. A defined contribution
plan is a pension plan where the Group pays fixed contributions into a separate independent
entity. The Group has no legal or constructive obligation to pay further contributions if the fund
does not hold sufficient assets to pay all employees the benefits relating to the employee’s
service in the current and prior periods.
1. Summary of significant accounting policies continued
1.14 Goodwill and other intangible assets continued
The cost for internally generated intangible assets is based on the time spent by staff on
product development activities, to which a day rate based on salary cost is applied. Development
expenditure incurred on minor or major upgrades, or other changes in software functionality,
does not satisfy the criteria, where it is considered that the product is not substantially new in
its design or functional characteristics. Such expenditure is therefore recognised as an expense.
The Group continually assesses the eligibility of development costs for capitalisation on a project -
by-project basis. See note 15 for disclosure of development costs which have met the criteria of
IAS 38 for recognition.
Externally acquired intangible assets are initially recorded at historical cost. Historical cost
includes expenditure that is directly attributable to the acquisition of the item.
The Group amortises intangible assets with a limited useful life, using the straight-line method
over the following periods:
• Computer software: licence period or 10 years as applicable
• Internally generated software: 3-5 years
Amortisation is presented within sales, general and administrative expenses.
Research and development costs which do not meet the criteria set out above are recognised
as an expense when incurred. Development costs previously recognised as an expense are not
recognised as an asset in subsequent periods.
1.15 Trade and other payables
Trade payables are obligations to pay for goods or services which have been acquired in the
ordinary course of business from suppliers. Trade payables are recognised initially at fair value
and subsequently measured at amortised costs using the effective interest rate method. As the
total carrying amount is due within the next 12 months from the reporting date, the impact of
applying the effective interest method is not significant and, therefore, the carrying amount
equals the contractual amount or the fair value initially recognised.
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1.19 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of Alfa
by the weighted average number of ordinary shares outstanding during the year (excluding own
shares held).
Diluted earnings per share
Diluted earnings per share is calculated in line with the basic earnings per share calculation
above except that the weighted average number of shares includes all potentially dilutive options
granted by the reporting date as if those options had been exercised on the first day of the
accounting period or the date of the grant, if later. The shares have no right to voting or to
dividends while held in trust.
2. Critical accounting judgements, estimates and assumptions
The preparation of financial statements requires the use of accounting estimates which, by
definition, will seldom equal the actual results. Management also needs to exercise judgement in
applying the Group’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or
complexity, and of items which are more likely to be materially adjusted in future periods due to
estimates and assumptions turning out to be wrong. Detailed information about each of these
estimates and judgements is included in other notes, together with information about the basis
of calculation for each affected line item in the financial statements.
2.1 Critical judgements in applying the Group’s accounting policies
Revenue recognition
Critical judgements specific to customised licence revenue:
The Group is required to make an assessment as to whether the implementation process, which
includes customised licence and implementation revenue streams as well as any maintenance
fees during this phase, forms one or a number of performance obligations. Since the residual
value method is used for the customised licence revenue (as explained in note 1.5), the estimation
of fair value of implementation revenue will impact the contract consideration assigned to the
customised licence.
1. Summary of significant accounting policies continued
Employee share scheme expense
The Group makes equity-settled share-based payments to certain employees, which are
measured at fair value at the date of grant and expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of shares that will eventually vest. For those share schemes
with market-related vesting conditions, the fair value is determined using the Monte Carlo model
at the grant date. For share options issued with non-market performance vesting conditions,
the fair value of the underlying vehicle is equal to the grant date share price discounted by the
expected dividend yield to reflect the lack of dividend accrual over the vesting period. For all other
share awards, those with pure employment conditions attached, the fair value is determined by
reference to the market value of the shares at the grant date or (where they have an exercise
price) by using the Black Scholes model. For all share schemes with non-market vesting
conditions, the likelihood of vesting has been taken into account when determining the relevant
charge. Vesting assumptions are reviewed during each reporting period to ensure they reflect
current expectations.
1.18 Equity
Ordinary shares
Ordinary shares are classified as equity. There are no restrictions on the distribution of capital
and the repayment of capital.
Cumulative translation reserve
Exchange differences arising on translation of foreign subsidiaries are recognised in other
comprehensive income and accumulated in a separate reserve within equity. The cumulative
amount would be reclassified to profit or loss if the entity was disposed of.
Own shares
Own shares represent the shares of the parent company Alfa Financial Software Holdings PLC
that are either held by the EBT, or acquired by the Group as part of its share buy-back programme
(see note 27).
Own shares are recorded at cost and deducted from equity.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
3. Financial risk management
In common with all other businesses, the Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group’s objectives, policies and processes for
managing those risks and the methods used to measure them. Further quantitative information
in respect of these risks is presented throughout these financial statements.
Area
Exposure arising from
Measurement
Management
Market risk – foreign Contracted Cash flow forecasting Natural hedging from
exchange revenue and costs and foreign exchange localised cost base and
denominated in sensitivity conversion of foreign
a currency other than currency cash balances
the entity’s functional into pounds sterling;
currency; and and
Monetary assets and Use of forward
liabilities denominated contracts to manage
in a currency other some of the foreign
than the entity’s exchange risk (these are
functional currency not hedge accounted)
Credit risk – cash Cash and cash
Credit ratings
Diversification of bank
balances equivalents deposits
Credit risk – customer Trade receivables and Ageing analysis Credit checks and
receivables accrued income Credit ratings contractual payment
terms
Liquidity
Cash and cash
Daily cash reporting
Cash forecasting and
equivalents managing maturity of
cash deposits
The Group’s overall risk management policy focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the Group’s financial performance. The Group
has used financial instruments to hedge certain risk exposures in the past. Risk management is
carried out by the finance function under policies approved by the Board. The finance function
identifies, evaluates and mitigates financial risks when deemed necessary.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as
a going concern, so that it can provide returns for shareholders and benefits for other
stakeholders, and maintain an optimal capital structure.
2. Critical accounting judgements, estimates and assumptions continued
In addition, the Group is also required to make an assessment as to whether each contract
contains an expectation to deliver multiple separate instances of the customised licence which
may form separate groups of distinct performance obligations. In doing the above, the Group
assesses each software implementation contract as to whether the underlying software
requires significant modification or customisation by the Group in order to meet the customer’s
requirements before Alfa Systems can be utilised by the customer. Therefore, judgement is
required in determining which efforts relate to the implementation process and which efforts
could be determined to be development services which change or enhance the underlying code.
In making this judgement, the Group assesses the contractual terms and the original project
plan for the implementation but also uses historical evidence of what constitutes core
implementation work.
Critical judgements applicable to all revenue:
Judgements are made when the Group enters into new contracts with existing customers and
also when there are changes to existing contracts with customers that include the addition of new
customer-specific contractual terms. For these, the Group assesses the contractual terms both
individually and in the context of the wider arrangement and applies the guidance in IFRS 15 to
determine the appropriate accounting.
Internally generated software development – Assessing whether a project meets criteria
of IAS 38
The Group is required to make an assessment of each ongoing project in order to determine
at what stage (if at all) a project meets the criteria outlined in the Group’s accounting policies.
Such assessment may, in certain circumstances, require significant judgement. In making this
judgement, the Group evaluates, amongst other factors, the stage at which technical feasibility
has been achieved, management’s intention to complete and use or sell the product, the
likelihood of success, the availability of technical and financial resources to complete the
development phase and management’s ability to measure reliably the expenditure attributable
to the project. Research and product development expenditure incurred on minor or major
upgrades, or other changes in software functionality, does not satisfy the criteria where it is
considered that the product is not substantially new in its design or functional characteristics.
Such expenditure is therefore recognised as an expense. Judgement is also required with respect
to when an asset is ready to be amortised – in making this judgement, the Group considers,
amongst other factors, when the asset is available for use in the manner intended
by management.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
The Group’s customer base predominantly consists of large financial institutions that are
financially sound. The responsibility for customer credit risk management rests with management
of the Group. Payment terms are set in accordance with practices in the different geographies and
end markets served, typically being 30 days from the date of the invoice. Trade receivables are
actively monitored and managed. Collection risk is mitigated through prompt submission of
invoices. Historically, there has been a de minimis level of customer default as a result of the
long history of dealing with the Group’s customer base and an active credit monitoring function.
Where applicable, credit limits may be established based on internal or external rating criteria,
which take into account such factors as the financial condition of the customers, their credit
history and the risk associated with their industry segment.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses
a lifetime expected loss allowance for all trade receivables and accrued income. To measure the
expected credit losses, trade receivables and accrued income have been grouped based on
shared credit risk characteristics and the days past due. The accrued income relates to unbilled
work in progress and has substantially the same risk characteristics as the trade receivables for
the same types of contracts, other than where the Group has collected upfront payments in the
form of licence fees at the start of a software implementation contract.
The expected loss rates of trade receivables are based on the payment profiles of customer
invoices over a period of 36 months before 31 December 2025 (2024: 31 December 2024), and the
corresponding historical credit losses experienced within this period. The historical loss rates are
then adjusted to reflect current or forward-looking information in relation to any macroeconomic
factors affecting the ability of the customers to settle the receivables. The same approach is
applied to both trade receivables and accrued income expected credit loss provisions.
The Group has not identified any current factors or forward-looking information which would be
relevant to the historical loss rates. On this basis, the loss allowance as at 31 December 2025 and
31 December 2024 was nil for both trade receivables and accrued income.
See note 19 – Trade receivables for the ageing of trade receivables and significant customer credit
risk exposure.
3. Financial risk management continued
3.1 Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risks arising from
various currencies, primarily with respect to those described below. Revenue is predominantly
denominated in pounds sterling and US dollars. Operating costs are influenced by the currencies
of the countries where the Group’s subsidiaries are based, and pounds sterling and the US dollar
are the currencies in which most operating costs are denominated.
The split by currency in relation to trade receivables is set out in note 19.
The Group’s exposure to foreign currency risk in relation to revenue is set out in note 5.4.
The Group utilised forward contracts in both 2025 and 2024 to hedge against foreign
currency exposure. The Group has no outstanding commercial foreign exchange contracts
at 31 December 2025 (2024: three outstanding with £(0.1)m fair value). No hedge accounting has
been applied in the current or prior year.
A 10% increase in the USD:GBP exchange rate in the year ended 31 December 2025
would have increased revenue and profit by 4% and 9% respectively (2024: 4% and 9%
respectively). Management believes that 10% is a reasonable sensitivity given historical
exchange rate movement.
3.2 Credit risk
a. Credit risk related to transactions with financial institutions
Credit risk with financial institutions is managed by the Group’s finance function in accordance
with a Board-approved treasury policy. Management is not aware of any significant risks
associated with financial institutions as a result of cash and cash equivalents deposits
(including short-term investments) and financial derivative transactions.
b. Credit risks related to customer trade receivables
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy
or financial reorganisation, change of strategy and default or delinquency in payments are
considered indicators that a trade receivable could be impaired. Given the complexity, the size
and the length of certain software implementation of related projects, a delay in the settlement
of an open trade receivable does not necessarily constitute objective evidence that the trade
receivable is irrecoverable.
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Financial statements
Notes to the consolidated financial statements for the year ended 31 December 2025 continued
4. Segments and principal activities
4.1 Revenue by stream
The Group assesses revenue by type of activity, being Subscription, Software Engineering and
Delivery, as summarised below:
£m
2025
2024
Subscription
43.6
37.5
Software Engineering
19.6
17.4
Delivery
63.5
55.0
Total revenue
126.7
109.9
4.2 Non-current assets geographical information
Non-current assets attributable to each geographical market:
£m
2025
2024
EMEA*
43.5
40.9
Americas*
0.6
0.8
Rest of World
0.5
0.7
Total non-current assets
44.6
42.4
* The breakdown of non-current assets geographical information has been changed to better reflect the operations of the
Group. The total remains unchanged.
Revenue by geographical market is contained within note 5.3. The table above excludes deferred
tax assets for both 2025 and 2024.
5. Revenue from contracts with customers
5.1 Customer concentration
There were no customers with revenue accounting for more than 10% of total revenue in 2025
and 2024.
5.2 Timing of revenue
The Group derives revenue from the transfer of goods and services as follows over time and at a
point in time in the following revenue streams:
3. Financial risk management continued
3.3 Liquidity risk
The Group’s principal objectives when managing capital are to ensure that funds are available to
support its growth strategy and to safeguard the Group’s ability to continue as a going concern.
The capital structure of the Group consists of cash and cash equivalents (note 21) and equity
attributable to equity holders of the parent.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they
fall due.
The Group manages its exposure to liquidity risk through short and long-term forecasts and by
seeking to align the maturity profiles of its financial assets with its financial liabilities. The Group’s
policy is to maintain an adequate level of liquidity to meet its liabilities expected to be settled in
the short or near term, under both normal and stressed conditions.
The following table details the remaining contractual maturity of the Group’s financial liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows.
31 December 2025
Between Between Between
Less than 6 to 12 1 to 2 2 to 5 More than
£m
Total
6 months months years years 5 years
Trade and other
payables
9.4
9.4
–
–
–
–
Lease liabilities – future
lease payments
12.7
0.9
0.9
1.8
3.4
5.7
31 December 2024
Between Between Between
Less than 6 to 12 1 to 2 2 to 5 More than
£m
Total
6 months months years years 5 years
Trade and other
payables
8.4
8.4
–
–
–
–
Lease liabilities – future
lease payments
13.4
0.5
0.3
1.8
4.8
6.0
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
5.4 Revenue by currency
Revenue by contractual currency is as follows:
£m
2025
2024
GBP
47.9
40.4
USD
54.6
46.5
EUR
16.4
14.8
Other
7.8
8.2
Total revenue
126.7
109.9
5.5 Liabilities from contracts with customers
£m
2025
2024
Contract liabilities – deferred licence and fees
9.2
8.1
Contract liabilities – deferred maintenance
4.7
7.6
Total contract liabilities
13.9
15.7
Contract liabilities – deferred licence
Where a customer purchases a perpetual software licence, this is generally invoiced upfront at
the commencement of the implementation project. Customers generally require additional
development efforts over the life of the implementation project in order to customise the
underlying code within Alfa Systems. Together, these two elements form the Group’s customised
licence performance obligation. The fair value of this performance obligation is determined using
the residual method as set out in note 1.5.2 and this fair value is recognised as the development
effort is expended, on a percentage-of-completion basis.
As such, the deferred licence contract liability balance as at 31 December 2025 and 31 December
2024 represents any amounts received in advance for the customised licence performance
obligation being satisfied (including any unrecognised software licence amounts that were
received upfront).
Additionally, where an option over the right to use Alfa Systems in the future exists, the value of
this is also included within the deferred licence contract liability. The contract liability relating to
the material right value is increased over the life of the implementation project in line with the
percentage of completion of the development efforts and then released on a straight-line basis
over the expected remaining customer life post-completion of the implementation project.
5. Revenue from contracts with customers continued
5.2 Timing of revenue continued
2025 Software Total
£m
Subscription
Engineering
Delivery
revenue
At a point in time – time
and materials
–
7.2
38.8
46.0
At a point in time – fixed price
0.1
0.9
–
1.0
Over time – time and materials
–
9.8
23.9
33.7
Over time – fixed price
43.5
1.7
0.8
46.0
Total revenue
43.6
19.6
63.5
126.7
2024 Software Total
£m
Subscription
Engineering
Delivery
revenue
At a point in time – time
and materials
–
7.5
43.8
51.3
At a point in time – fixed price
–
0.8
–
0.8
Over time – time and materials
–
7.6
11.2
18.8
Over time – fixed price
37.5
1.5
–
39.0
Total revenue
37.5
17.4
55.0
109.9
All goods and services are sold directly to customers.
5.3 Revenue geographical information
Revenue attributable to each geographical market based on where the customer mainly utilises
its instance of Alfa, or where the service is rendered, is as follows:
£m
2025
2024
EMEA*
62.1
55.6
Americas*
56.8
46.1
Rest of World
7.8
8.2
Total revenue
126.7
109.9
* The breakdown of revenue by geography has been changed to better reflect the operations of the Group. Previously
named UK and rest of EMEA have been combined into EMEA. The other categories and total remains unchanged.
Revenue attributable to the UK is £34.9m (2024: £32.0m) and this is included within the
EMEA revenue.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
These unsatisfied or partially satisfied performance obligations are based on management’s
best judgement and may be impacted in the future by a number of factors including:
• Any possible contract modifications;
• Currency fluctuations;
• External market factors; and
• Changes to the overall forecast project plan including the overall life of the implementation
project and any required development efforts.
The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose
information about the unsatisfied performance obligations that have original expected durations
of one year or less. This includes those performance obligations linked to ongoing services for all
project types (i.e. subscription, software engineering and delivery).
The Group also applies the practical expedient in paragraph B16 of IFRS 15 and does not disclose
the amount of the transaction price allocated to the unsatisfied contract performance obligations
where consideration will be received directly corresponding to the value of the performance
obligation in the future and this consideration aligns to the value received to date for the
corresponding performance obligation. This includes those performance obligations linked to our
software implementation services.
The disclosures above for unsatisfied or partially satisfied performance obligations are not
relevant to our subscription performance obligations as these are typically satisfied on a monthly
basis in line with the termination rights of the customers (see note 1.5.6).
The Group has variable consideration in the form of contract banding for its licence and
maintenance volumes. It is included in the transaction price only to the extent that it is highly
probable that a significant reversal of revenue will not occur when the uncertainty associated
with the variable consideration is subsequently resolved. Discounts or rebates are allocated
proportionately to all performance obligations unless there is observable evidence that they
relate entirely to one or more specific performance obligations, in which case they are allocated
accordingly, in line with IFRS 15.
Contract modifications are accounted for as a separate contract when the scope of the contract
increases due to the addition of distinct goods or services and the price reflects their stand-alone
selling prices. In all other cases, modifications are accounted for as part of the existing contract,
with revenue recognised on a cumulative catch-up basis or prospectively, as appropriate, in
accordance with IFRS 15.
5. Revenue from contracts with customers continued
5.5 Liabilities from contracts with customers continued
The deferred licence contract liability balance will increase during the year as a result of:
• Any new upfront software licence payments;
• Any write back in previously recognised revenue as a result of project extensions or re-plans;
• Decreasing percentage-of-completion of development efforts; and
• Any additional material right balances that are added during the year.
The deferred licence contract liability balance will decrease during the year as a result of:
• Increasing percentage-of-completion of development efforts; and
• Any release of material right balances following the completion of the implementation project.
Contract liabilities – deferred maintenance
A number of the Group’s customers are invoiced annually in advance for the maintenance and
support service provided by the Group. As such, the deferred maintenance contract liability
balance will increase as a result of billing and invoices becoming due, and will decrease as the
Group satisfies its associated performance obligations. The deferred maintenance contract
liability balance as at 31 December 2025 and 31 December 2024 therefore represents the
Group’s unsatisfied maintenance performance obligation for which the revenue has been
invoiced in advance.
5.6 Unsatisfied performance obligations
The Group has unsatisfied or partially satisfied performance obligations at 31 December 2025
that relate to the licence customisation for some customers that have ongoing implementation
projects. This performance obligation includes the delivery of the related software licence and
any development efforts which will change the underlying code. Linked to certain of these
ongoing and future projects, and also to certain implementation projects completed during 2025,
the Group also has unsatisfied or partially satisfied performance obligations at 31 December
2025 that relate to the option over the right to use Alfa Systems, and in particular any material
right in respect of discounts to be received by customers in future periods.
The above includes certain amounts recognised as contract liabilities. The transaction price
allocated to these unsatisfied or partially satisfied performance obligations as at 31 December
2025 is £7.2m (2024: £9.9m). This amount is expected to be recognised over the remaining life
of the implementation projects, in respect of the licence and development efforts, and over the
expected customer life (following the completion of the implementation project) in respect of
the option over the right to use Alfa Systems. Of the £7.2m, it is expected that £3.3m will be
recognised in 2025, with the remainder being recognised in subsequent years.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
Average monthly number of people employed based on location
(including Executive Directors)
2025
2024
EMEA*
367
357
Americas*
119
99
Rest of World
30
29
Total average monthly number of people employed
516
485
* The split of employees has been changed to better reflect the operations of the Group. The UK headcount, as disclosed
previously, is included within the EMEA headcount. The total remains unchanged.
At 31 December 2025, the Group had 527 employees (2024: 502).
8. Key management
Key management compensation (including Directors):
£m
2025
2024
Wages, salaries and short-term benefits
2.5
2.3
Social security contributions
0.5
0.3
Share-based payments (including social security contributions)
1.2
0.5
Total key management compensation
4.2
3.1
Key management personnel consist of the Company Leadership Team and the Executive and
Non-Executive Directors. Directors’ remuneration is detailed in the Remuneration Report from
page 82.
6. Operating profit
The following items have been included in arriving at operating profit:
£m
2025
2024
Research and development costs
2.8
2.3
Depreciation of property, plant and equipment
0.4
0.6
Depreciation of right-of-use lease assets
1.1
1.1
Amortisation of intangible assets
1.8
1.0
Foreign exchange loss/(gain)
0.7
(0.2)
Realised and unrealised net (gain) on forward contracts
(1.5)
(0.3)
Share-based payments (including social security contributions)
1.9
1.4
RDEC*
(0.4)
0.1
* The Company has claimed credits under the UK RDEC regime in respect of 2023 and 2024 and intends to claim for 2025. The
amount of the estimated RDEC credit is required to be recognised as both other income (which is taxable) and as a
recoverable. In 2025, following the finalisation of the 2023 tax return, the RDEC benefit for 2023 was increased by £0.2m. In
addition, an estimated £0.2m RDEC benefit was recognised for 2025, resulting in recognition of £0.4m in 2025.
7. Personnel-related costs
£m
2025
2024
Wages and salaries
50.4
44.4
Social security contributions (on wages and salaries)
5.8
5.2
Pension costs
4.1
3.5
Less: capitalisation
(5.0)
(5.3)
55.3
47.8
Profit share pay*
5.0
4.2
Share-based payments (including social security contributions)
1.9
1.4
Total employment costs
62.2
53.4
* Profit share pay refers to a pool of money (that equates to approximately 10% of the Group’s pre-tax profits) which is
shared amongst the employees, excluding Directors and some other senior managers, as a percentage of basic salary
The amount disclosed includes the related social security contributions.
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Financial statements
Notes to the consolidated financial statements for the year ended 31 December 2025 continued
11. Income tax expense
Analysis of charge for the year
£m
2025
2024
Current tax:
Current tax on profit for the year
8.5
6.8
Adjustment in respect of prior years
(0.1)
(0.2)
Foreign tax on profit of subsidiaries for the year
0.8
0.7
Current tax charge
9.2
7.3
Deferred tax:
Deferred tax on profits for the year
0.9
1.2
Other
(0.1)
–
Deferred tax charge
0.8
1.2
Total tax charge in the year
10.0
8.5
The effective tax rate for 2025 and 2024 is in line with the standard rate of corporation tax in
the UK. The effective tax rate for the year ended 31 December 2025 was 24.9% (2024: 24.9%).
The overall tax charge for the year is reconciled as follows:
Analysis of charge for the year
£m
2025
2024
Profit on ordinary activities before taxation
40.1
34.1
Profit on ordinary activities at the standard rate of corporation tax
25% (2024: 25%)
10.0
8.5
Tax effects of:
Adjustment in respect of prior years
(0.1)
(0.2)
Impact of expenses not deductible for tax purposes
0.1
–
Other
–
0.2
Total tax charge for the year
10.0
8.5
9. Auditor’s remuneration
The Group obtained the following services from the Group’s auditor as detailed below:
£m
2025
2024
Audit fees
RSM UK Audit LLP
Audit of the consolidated financial statements
0.2
0.2
Audit of subsidiaries
0.2
0.2
Total audit fees
0.4
0.4
Audit-related assurance fees
Review of interim financial report
0.1
0.1
Total audit-related assurance fees
0.1
0.1
Non-audit services
–
–
Total audit and non-audit-related services
0.5
0.5
10. Finance income and expense
£m
2025
2024
Finance income
Interest income on cash or short-term bank deposits
0.7
0.5
£m
Note
2025
2024
Finance expense
Interest on lease liabilities
23
(0.7)
(0.6)
Other interest expense
–
(0.1)
Total finance expense
(0.7)
(0.7)
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
13. Financial assets and liabilities
£m
Note
2025
2024
Financial assets
Financial assets at amortised cost:
Trade receivables
19
8.5
8.6
Other financial assets at amortised cost
20
5.7
5.0
Cash and cash equivalents
21
26.4
20.5
Total financial assets
40.6
34.1
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables
22
9.4
8.4
Lease liabilities
23
9.3
9.3
Total financial liabilities
18.7
17.7
14. Goodwill
£m
2025
2024
Cost
At 1 January
24.7
24.7
At 31 December
24.7
24.7
The recoverable amount of goodwill has been determined based on value-in-use calculations
using cash flow projections from financial budgets and forecasts for a five-year period using a
pre-tax discount rate of 11.1% (2024: 10.4%) which is based on the CGU’s weighted average cost
of capital. Cash flows beyond these periods have been extrapolated using a steady 2.5%
(2024: 2.5%) average growth rate which is reflective of management’s best estimate at the time.
Management believes that any reasonable change in any of the key assumptions on which the
recoverable amount is based would not cause the reported carrying amount to exceed the
recoverable amount of the CGU.
12. Earnings per share
2025
2024
Profit attributable to equity holders of Alfa (£m)
30.1
25.6
Weighted average number of shares outstanding during the year
295,778,634
294,925,812
Basic earnings per share (pence per share)
10.19
8.68
Weighted average number of shares outstanding including
potentially dilutive shares
297,234,511
298,962,970
Diluted earnings per share (pence per share)
10.14
8.56
The weighted average number of ordinary shares in issue excludes 4,221,366 (2024: 5,074,188)
shares held by the Group cumulatively under the EBT and as a result of the share buy-back
programme.
The diluted number of ordinary shares outstanding, including share awards, is calculated on the
assumption of conversion of 1,455,878 (2024: 4,037,158) potentially dilutive ordinary shares.
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Financial statements
Notes to the consolidated financial statements for the year ended 31 December 2025 continued
16. Property, plant and equipment
Fixtures and
£m
fittings
IT equipment
Total
Cost
At 1 January 2024
1.6
3.2
4.8
Additions
–
0.3
0.3
Disposals
(0.1)
(1.7)
(1.8)
At 31 December 2024
1.5
1.8
3.3
Depreciation
At 1 January 2024
1.1
2.7
3.8
Charge for the year
0.2
0.4
0.6
Disposals
(0.1)
(1.7)
(1.8)
At 31 December 2024
1.2
1.4
2.6
Net book value
At 31 December 2024
0.3
0.4
0.7
Cost
At 1 January 2025
1.5
1.8
3.3
Additions
–
0.4
0.4
Disposals
–
(0.4)
(0.4)
At 31 December 2025
1.5
1.8
3.3
Depreciation
At 1 January 2025
1.2
1.4
2.6
Charge for the year
0.1
0.3
0.4
Disposals
–
(0.4)
(0.4)
At 31 December 2025
1.3
1.3
2.6
Net book value
At 31 December 2025
0.2
0.5
0.7
15. Other intangible assets
Internally
Computer generated
£m software
software
Total
Cost
At 1 January 2024
1.7
7.1
8.8
Additions
–
5.3
5.3
Disposals
(0.7)
–
(0.7)
At 31 December 2024
1.0
12.4
13.4
Amortisation
At 1 January 2024
1.1
2.7
3.8
Charge for the period
0.2
0.8
1.0
Disposal
(0.7)
–
(0.7)
At 31 December 2024
0.6
3.5
4.1
Net book value
At 31 December 2024
0.4
8.9
9.3
Cost
At 1 January 2025
1.0
12.4
13.4
Additions
–
5.0
5.0
At 31 December 2025
1.0
17.4
18.4
Amortisation
At 1 January 2025
0.6
3.5
4.1
Charge for the period
0.1
1.7
1.8
At 31 December 2025
0.7
5.2
5.9
Net book value
At 31 December 2025
0.3
12.2
12.5
Significant movement in other intangible assets
During 2025, Alfa developed new internally generated software at a cost of £5.0m (2024: £5.3m).
This software will be amortised over three to five years.
The total research and product development expense for the period was £2.8m (2024: £2.3m).
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
18. Deferred income tax
The provision for deferred tax consists of the following deferred tax assets/(liabilities) relating to
accelerated capital allowances and short-term timing differences in relation to accruals and share-
based payments.
£m
2025
2024
Balance as at 1 January
(0.5)
0.3
Deferred income taxes recognised in the consolidated statement of
profit or loss and comprehensive income
(0.9)
(1.2)
Deferred tax on share-based payments recognised in reserves
0.1
0.4
Balance as at 31 December
(1.3)
(0.5)
Consisting of:
Depreciation in excess of capital allowances
–
0.1
Capital allowances in excess of depreciation
(0.1)
–
Other timing differences
(1.2)
(0.6)
Balance as at 31 December
(1.3)
(0.5)
At the reporting date, the provision for deferred tax comprised net deferred tax assets relating to
overseas group companies of £0.4m (2024: £0.5m) and net deferred tax liabilities relating to the
UK of £(1.7)m (2024: £(1.0)m). The table above shows the net of these balances, being deferred tax
liabilities of £1.3m (2024: deferred tax liabilities of £0.5m).
Deferred income tax liabilities have not been recognised for the withholding tax and other taxes
that would be payable on the unremitted earnings of certain subsidiaries as the Group is able to
control the timing of these temporary differences and it is probable that they will not reverse in
the foreseeable future. Unremitted earnings totalled £4.5m at 31 December 2025 (2024: £2.7m).
17. Right-of-use assets
Motor
£m
vehicles
Property
Total
Cost
At 1 January 2024
0.7
10.9
11.6
Additions
0.3
2.4
2.7
Disposals
(0.3)
–
(0.3)
At 31 December 2024
0.7
13.3
14.0
Depreciation
At 1 January 2024
0.5
5.0
5.5
Charge for the year
0.1
1.0
1.1
Disposals
(0.3)
–
(0.3)
At 31 December 2024
0.3
6.0
6.3
Net book value
At 31 December 2024
0.4
7.3
7.7
Cost
At 1 January 2025
0.7
13.3
14.0
Additions
0.1
–
0.1
Disposals
(0.1)
(0.3)
(0.4)
At 31 December 2025
0.7
13.0
13.7
Depreciation
At 1 January 2025
0.3
6.0
6.3
Charge for the year
0.2
0.9
1.1
Disposals
(0.1)
(0.3)
(0.4)
At 31 December 2025
0.4
6.6
7.0
Net book value
At 31 December 2025
0.3
6.4
6.7
The Group recognised the following amounts in the consolidated statement of profit or loss and
comprehensive income in relation to leases under IFRS 16:
£m
2025
2024
Depreciation
(1.1)
(1.1)
Interest expense
(0.7)
(0.6)
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
20. Other receivables held at amortised cost
£m
2025
2024
Accrued income
5.5
4.7
Prepayments
4.4
4.9
Corporation tax recoverable
0.7
2.8
Other receivables
0.2
0.3
Total other receivables held at amortised cost
10.8
12.7
Accrued income represents fees earned, but not invoiced, at the reporting date, which have no
right of offset with contract liabilities – deferred licence amounts.
Prepayments include £0.7m of deferred costs in relation to costs to fulfil contracts (2024: £1.0m)
and £0.3m in relation to costs to obtain contracts (2024: £0.4m). During the year £0.4m
(2024: £0.3m) relating to costs to fulfil contracts has been recognised within cost of sales and
£0.1m (2024: £0.1m) in relation to costs to obtain contracts has been recognised within sales,
general and administrative expenses.
Corporation tax recoverable at the reporting date of £0.7m (2024: £2.8m) represents
predominately UK tax of £0.3m (2024: £2.3m), and an amount of £0.4m (2024: £0.4m) relating to
RDEC recoverable.
21. Cash and cash equivalents
£m
2025
2024
Cash at bank and in hand
26.4
20.5
Cash and cash equivalents
26.4
20.5
Currency of cash and cash equivalents
£m
2025
2024
GBP
12.5
8.6
USD
8.5
6.1
AUD
2.0
2.1
EUR
2.4
2.5
Other
1.0
1.2
Cash and cash equivalents
26.4
20.5
Cash and cash equivalents are all held with banks and other financial institutions which must fulfil
credit rating and investment criteria approved by the Board.
19. Trade receivables
£m
2025
2024
Trade receivables
8.5
8.6
Provision for impairment
–
–
Trade receivables – net
8.5
8.6
Ageing of trade receivables
£m
2025
2024
Within agreed terms
7.8
8.1
Past due 1-30 days
0.7
0.5
Past due 31-90 days
–
–
Past due 91+ days
–
–
Trade receivables – net
8.5
8.6
The Group believes that the amounts that are past due are fully recoverable, all overdue
amounts have been received by signing date, and there are no indicators of future delinquency
or potential litigation.
Currency of trade receivables
£m
2025
2024
GBP
3.0
3.0
USD
4.7
4.8
Other
0.8
0.8
Trade receivables – net
8.5
8.6
Trade receivables due from significant customers
There were no customers with revenue accounting for more than 10% of total revenue in 2025
and 2024.
Impairment and risk exposure
Information about the impairment of trade receivables and the Group’s exposure to market risk
(specifically foreign currency risk) and credit risk can be found in note 3.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
23. Lease liabilities continued
Below is the maturity analysis of the lease liabilities:
£m
2025
2024
Non-current
8.1
9.2
Current
1.2
0.1
Total lease liabilities
9.3
9.3
No later than one year
1.8
0.8
Between one year and five years
5.2
6.6
Later than five years
5.7
6.0
Total future lease payments
12.7
13.4
Total future interest payments
(3.4)
(4.1)
Total lease liabilities
9.3
9.3
The movement during the year in lease liabilities is set out above. Movements in cash and cash
equivalents are set out in the cash flow statement. These are the only changes in liabilities arising
from financing activities in the year.
24. Provision for other liabilities
£m
At 1 January 2024
0.7
Provided in the period
0.4
Utilised in the period
(0.3)
Released in the period
–
At 31 December 2024
0.8
Provided in the period
0.4
Utilised in the period
(0.3)
Released in the period
–
At 31 December 2025
0.9
Provisions for other liabilities comprise amounts for office dilapidations and employer taxes on
share-based payments. It is expected that these will be utilised as follows: £0.3m in 2035 and
£0.6m over various years.
22. Current and non-current liabilities
£m
2025
2024
Trade payables
0.8
1.0
Other payables
12.4
10.7
Contract liabilities – deferred licence and fees
9.2
8.1
Contract liabilities – deferred maintenance
4.7
7.6
Deferred tax liability
1.7
1.0
Lease liabilities (note 23)
9.3
9.3
Provisions for other liabilities (note 24)
0.9
0.8
Total current and non-current liabilities
39.0
38.5
Less non-current portion
(10.4)
(11.0)
Total current liabilities
28.6
27.5
Other payables includes amounts relating to other tax and social security of £3.8m (2024: £3.3m).
Of the remainder, £6.8m (2024: £5.8m) relates to amounts due as part of payroll.
23. Lease liabilities
The following table sets out the reconciliation of the lease liabilities from 1 January 2024 to the
amount disclosed at 31 December 2025:
£m
Total
Lease liabilities recognised at 1 January 2024
8.2
Additions
2.4
Interest charge
0.6
Payments made on lease liabilities
(1.9)
At 31 December 2024
9.3
Additions
0.1
Interest charge
0.7
Payments made on lease liabilities
(0.8)
At 31 December 2025
9.3
Additions to lease liabilities include extensions to existing lease agreements. In 2024 there was an
extension of the lease (a lease modification) to the UK office at Moor Place, 1 Fore Street Avenue,
London, EC2Y 9DT, UK.
Total lease payments in 2025 were £0.8m (2024: £1.9m).
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
25. Share capital
2025
2024
Issued and fully paid
Shares
£m
Shares
£m
Ordinary shares – 0.1 pence
300,000,000
0.3
300,000,000
0.3
Balance as at 31 December
300,000,000
0.3
300,000,000
0.3
No additional shares have been issued or cancelled in 2025 or 2024.
26. Translation reserve
£m
2025
2024
At 1 January
0.1
0.2
Currency translation of subsidiaries
(0.2)
(0.1)
At 31 December
(0.1)
0.1
27. Own shares
£m
2025
2024
Balance at 1 January
7.9
8.7
Acquired in the year
0.9
0.7
Distributed on exercise of options
(2.3)
(1.5)
Balance at 31 December
6.5
7.9
The own shares reserve represents the cost of shares in Alfa Financial Software Holdings PLC that
have been:
• Purchased in the market and held by the Group’s EBT to satisfy options under the Group’s share
options plans. The number of shares held as at 31 December 2025 was 539,667 (31 December
2024: 83,904); and
• Purchased in the market and held by the Group as a result of the share buy-back programme
that was launched on 18 January 2022 and ended on 30 June 2023. The number of shares held
at 31 December 2025 was 3,369,802 (31 December 2024: 4,775,119).
Own shares distributed relates to shares distributed to employees from the EBT for bonus awards
under share schemes. As at 31 December 2025, the Group held 1.30% (31 December 2024: 1.62%)
of its own called-up share capital.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
28. Share awards
The Group recognised total expenses relating to share-based payment of £1.9m (2024: £1.4m) in the current year. Of this, £1.7m (2024: £1.1m) relates to equity-settled LTIP schemes and £0.2m
(2024: £0.3m) relates to Employee ShareSave schemes. See further detail below.
The outstanding share schemes are made up of the following:
Share options Share options
Exercise 31 December 31 December
Grant date
Condition type
Plan
Vesting date
price 2025 2024
November 2021
Service Only
UK Employee ShareSave
January 2025
153.6p
3,515
168,146
April 2022
Service and Performance
LTIP
April 2025
0p
–
741,162
April 2022
Service Only
LTIP
April 2025
0p
3,656
231,290
May 2022
Service Only
UK Employee ShareSave
June 2025
132.8p
4,066
211,673
September 2022
Service Only
LTIP
September 2025
0p
–
5,917
April 2023
Service and Performance
LTIP
April 2026
0p
913,963
913,963
April 2023
Service Only
LTIP
April 2026
0p
353,418
374,948
April 2023
Service Only
UK Employee ShareSave
June 2026
109.6p
837,787
841,071
April 2023
Service Only
US Employee ShareSave
June 2025
116.5p
–
54,960
April 2024
Service and Performance
LTIP
April 2027
0p
720,024
720,024
April 2024
Service Only
LTIP
April 2027
0p
325,718
342,774
April 2024
Service Only
US Employee ShareSave
June 2026
146.0p
27,675
30,274
May 2024
Service Only
UK Employee ShareSave
June 2027
137.4p
191,958
194,657
September 2024
Service Only
LTIP
September 2027
0p
3,164
3,164
April 2025
Service and Performance
LTIP
April 2028
0p
561,593
–
April 2025
Service Only
LTIP
April 2028
0p
358,670
–
April 2025
Service Only
US Employee ShareSave
June 2027
173.0p
64,899
–
May 2025
Service Only
UK Employee ShareSave
June 2028
162.8p
391,860
–
October 2025
Service Only
LTIP
October 2028
0p
866
–
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
28.1 LTIPs
The 2022 April and 2022 September LTIP awards vested during the year. The exercise of these
awards had a net impact of £1.5m on own shares and £1.5m on retained earnings.
The 2023 April and 2024 April LTIP awards (service and performance conditions) are conditional
on performance conditions, 50% based on EPS performance (non-market condition) and 50% on
TSR (market condition) as well as a three-year employment fulfilment. The fair value of these
awards has been determined using the Monte Carlo model. An estimate is made for the awards
which are linked to EPS based on the expectation of achievement of EPS conditions at the end of
each accounting period.
The 2023 April LTIP awards, the 2024 April LTIP awards, and the September 2024 LTIP awards
(service conditions) are conditional on employment only. The fair value of these awards is equal to
the closing share price on the date of grant, discounted by the expected 12-month dividend yield
to reflect the lack of dividend accrual over the vesting period. The expected price volatility is
based on the historical volatility (based on the remaining life of the scheme), adjusted for any
expected changes to future volatility due to publicly available information.
The 2025 April LTIP awards (service and performance conditions plan) are granted conditional
on performance conditions, 50% based on EPS performance (non-market condition) and 50%
on TSR (market condition) as well as a three-year employment fulfilment. For those awards with
market-related vesting conditions, the fair value has been determined using the Monte Carlo
valuation model at the grant date. For awards issued with EPS (non-market) performance vesting
conditions, the fair value of the underlying option is equal to the grant date share price discounted
by the expected dividend yield to reflect the lack of dividend accrual over the vesting period. An
estimate is made for the awards which are linked to EPS based on the expectation of achievement
of EPS conditions at the end of each accounting period. The following table lists the inputs to the
model used for the awards granted in the year ended 31 December 2025 based on information at
the date of grant:
LTIP awards (granted in April)
TSR element
EPS element
Share price at date of grant
205.5p
205.5p
Award price
0p
0p
Volatility
38.5%
–
Embedded TSR
(4.3)%
–
Average correlation
25.0%
–
Life of award
3 years
3 years
Risk-free rate
3.77%
–
Fair value per award
116.2p
181.8p
28. Share awards continued
The weighted average share price at the date of exercise for share options exercised during the
period was 214.1 pence (2024: 177.4 pence). The options outstanding at 31 December 2025 had
a weighted average exercise price of 41.7p pence (2024: 38.0 pence), and a weighted average
remaining contractual life of 1.1 years (2024: 1.5 years).
The opening weighted average exercise price at 1 January 2025 was 38.0 pence (1 January
2024: 34.7 pence). The weighted average exercise price of options forfeited and exercised during
the year was 134.7 pence (31 December 2024: 146.5 pence). The expected price volatility is based
on the historical volatility adjusted for any expected changes to future volatility due to publicly
available information.
The weighted average exercise price of options granted in the period is 51.5 pence
(2024: 24.1 pence).
The total share-based payment charge relating to Alfa Financial Software Holdings PLC shares for
the year is split as follows:
£m
2025
2024
Employee share schemes – value of services
1.6
1.1
Expense in relation to fair value of social security liability on
employee share schemes
0.3
0.3
Total cost of employee share schemes
1.9
1.4
Details of the share options outstanding during the year are as follows:
2025
2024
Outstanding at 1 January
4,834,023
4,782,079
Conditionally awarded in year
1,472,311
1,290,893
Exercised
(1,308,035)
(977,712)
Forfeited or expired in year
(235,467)
(261,237)
Outstanding at 31 December
4,762,832
4,834,023
Exercisable at the end of the year
–
–
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
The inputs used in the calculation of the fair value of options granted in the year were as follows:
SAYE ESPP
31 December 31 December
2025 2025
Share price
240.5p
205.5p
Exercise price
162.8p
173.0p
Expected volatility
38.6%
39.8%
Expected life
36 months
24 months
Risk-free rate
3.67%
3.74%
Expected dividend yields
4.0%
4.0%
Fair value per award
87.9p
55.9p
29. Unrecognised items
29.1 Contingencies and commitments
The Group has no capital commitments, no material contingent liabilities and no
contingent assets.
29.2 Events occurring after the reporting period
There have been no reportable subsequent events.
30. Dividends
A special dividend of 2. 4 pence per share was paid on 30 May 2025 amounting to £7.1m
(2024: £5.9m at 2.0 pence per share).
An ordinary dividend of 1.4 pence per share was paid on 27 June 2025 amounting to £4.1m
(2024: £3.8m at 1.3 pence per share).
A special dividend of 5.0 pence per share was paid on 7 November 2025 amounting to £14.8m
(2024: £12.4m at 4.2 pence per share).
Subject to approval at the AGM on 30 April 2026, a 2025 final dividend of 1.5 pence per share will
be paid on 26 June 2026 to holders on the register on 29 May 2026. The ordinary shares will be
quoted ex-dividend on 28 May 2026. In addition, the Board has decided to declare a special
dividend of 3.1 pence per share, with an ex-dividend date of 30 April 2026, a record date of 1 May
2026 and a payment date of 29 May 2026.
28. Share awards continued
28.1 LTIPs continued
In April 2025, the Group awarded to certain employees an LTIP conditional on employment
only. The fair value of these awards on the date of grant is 181.8 pence, discounted by the
expected 12-month dividend yield to reflect the lack of dividend accrual over the vesting period
(three years).
In October 2025, the Group awarded to certain employees an LTIP conditional on employment
only. Given the small number of share options awarded in these awards, the fair value of these
awards on the date of grant was assumed to be the same as that for the April 2025 awards
mentioned above, i.e. 181.8 pence.
All of these Company schemes, as well as any non-cyclical awards, are equity-settled by award
of ordinary shares.
28.2 Employee ShareSave Scheme
The Group has in place an Employee ShareSave Scheme – the Save As You Earn (SAYE) scheme
in the UK and Employee Stock Purchase Plan (ESPP) scheme in the USA. Under these schemes,
eligible employees can save up to a set limit each month. At the end of the savings period (three
years for SAYE and two years for ESPP), employees can choose whether or not they wish to buy
the shares at the option price or take back their savings as cash. The option price is the share
price at the start of the plan with a 20% discount for the UK scheme and 15% discount for the
US scheme. The fair value of these awards has been determined using the Black Scholes model
at the grant date.
31 December 2025
SAYE
ESPP
Number of Exercise Number of Exercise
share options price share options price
Outstanding at beginning of year
1,415,547
122.1p
85,234
127.0p
Conditionally awarded in year
391,860
162.8p
64,899
173.0p
Exercised during the year
(364,106)
142.2p
(50,786)
116.5p
Forfeited or expired in year
(14,115)
128.3p
(6,773)
127.8p
Outstanding at the end of the year*
1,429,186
128.1p
92,574
164.9p
Exercisable at the end of the year
7,581
142.4p
–
–
* The exercise price is a weighted average.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
31. Related parties
31.1 Controlling shareholder
The ultimate parent undertaking as at 31 December 2025 was CHP Software and Consulting Holdings Limited (the ‘ultimate parent’), being the parent undertaking of the smallest and largest group in
relation to these consolidated financial statements. The ultimate controlling party is Andrew Page.
31.2 Basis of consolidation
The principal subsidiaries and joint ventures of the Group and the Group percentage of equity capital are set out below. All these are consolidated within the Group’s financial statements with the
exception of Alfa iQ which is accounted for using the equity method.
Held by Held by Held by Held by
Company Group Company Group
Registered address and country of incorporation
Principal activity
2025 2025 2024 2024
Alfa Financial Software Group Limited
Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK
Holding company
100%
100%
100%
100%
Alfa Financial Software Limited
Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK
Software and services
–
100%
–
100%
Alfa Financial Software Inc
124
E Hudson Ave, Royal Oak, MI 48067, United States
Software and services
–
100%
–
100%
Alfa Financial Software Australia Lisgar House, Level 3, 32 Carrington Street, Sydney, NSW,
Services
–
100%
–
100%
Pty Limited
20
00, Australia
Alfa Financial Software NZ Limited
Level 1 Building B, 600 Great South Road, Greenlane, Auckland 1051,
Services
–
100%
–
100%
New Zealand
Alfa Financial Software GmbH
Bockenheimer Landstraße. 20, 60323 Frankfurt am Main, Germany
Software and services
–
100%
–
100%
Alfa Financial Software
Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK
Software and services
–
100%
–
100%
International Limited
Alfa AI Limited
Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK
Services
–
100%
–
100%
Alfa iQ Limited*
30 Finsbury Square, London, EC2A 1AG, UK
Software and services
–
–
–
51%
* The activity in the Alfa iQ joint venture ceased in late 2023 and the company was placed into Members Voluntary Liquidation in 2024. The registered address prior to the liquidation was Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
31. Related parties continued
31.3 Transactions with related parties
Full details of the Directors’ compensation and interests are set out in the Directors’
Remuneration Report from page 82. See note 8 for further detail on remuneration of key
management (including Directors).
Dividends to the amount of £14.2m were paid to the ultimate parent (2024: £12.4m).
Dividends of 2.4 pence, 1.4 pence and 5.0 pence per share were paid to all shareholders in 2025
(2024: 2.0 pence, 1.3 pence and 4.2 pence per share). Directors and other key management
received dividends based on their beneficial interest in the shares of the Company. Directors’
beneficial interests in the shares of the Company are disclosed in the Remuneration Report on
page 93.
In 2020 the Group invested £0.4m in Alfa iQ consisting of: a capital contribution of £0.3m; and an
interest-free loan fair valued at £0.1m. In 2023, the activity in the Alfa iQ joint venture ceased and
the company was placed into Members Voluntary Liquidation in 2024. Therefore, at 31 December
2025 the investment is carried at £nil (2024: £nil) and the loan is carried at £nil (2024: £nil).
In 2024 Alfa Financial Software Limited paid expenses of £0.1m on behalf of Alfa iQ Limited. There
were no transactions with Alfa iQ Limited in 2025.
In 2024, expenses relating to property of £0.02m were paid on behalf of the ultimate parent and
these were fully recharged back to the ultimate parent at no mark up. There have been no
transactions in 2025.
The balances outstanding from the ultimate parent at 31 December 2025 and 2024 were £nil and
£nil respectively.
There were no other outstanding balances from related parties at the end of the reporting period.
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Notes to the consolidated financial statements for the year ended 31 December 2025 continued
£m Note 2025 2024
Assets
Non-current assets
Investment in subsidiary companies 4 431.8 430.7
Total non-current assets 431.8 430.7
Current assets
Amounts owed by subsidiaries 7 0.7 0.6
Other receivables 5 0.4 0.5
Cash and cash equivalents 6 0.1 0.1
Total current assets 1.2 1.2
Total assets 433.0 431.9
Liabilities and equity
Current liabilities
Trade and other payables 8 0.8 0.8
Accruals 0.5 0.4
Total current liabilities 1.3 1.2
Non-current liabilities
Provisions 8 0.2 0.2
Total non-current liabilities 0.2 0.2
Total liabilities 1.5 1.4
Capital and reserves
Ordinary shares 9 0.3 0.3
Own shares 10 (6.5) (7.9)
Retained earnings 437.7 438.1
Total equity 431.5 430.5
Total liabilities and equity 433.0 431.9
Retained earnings includes a profit of £2 5. 5m for the 2025 financial year (2024: £24.1m). See the statement of changes in equity on the next page for further detail.
The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 from presenting its own profit and loss account. The above Company statement of financial
position should be read in conjunction with the accompanying notes.
The Company financial statements on pages 148 to 154 were approved and authorised for issue by the Board of Directors on 11 March 2026 and signed on its behalf by:
Andrew Denton
Chief Executive Officer
Duncan Magrath
Chief Financial Officer
Alfa Financial Software Holdings PLC – Registered number: 10713517
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Company statement of financial position
£m Note
Called-up
share capital
Own
shares
Retained
earnings Total equity
Balance as at 1 January 2024 0.3 (8.7) 436.5 428.1
Total comprehensive profit for the period – – 24.1 24.1
Employee share schemes – value of employee services 11 – – 1.1 1.1
Dividends 12 – – (22.1) (22.1)
Own shares distributed 10 – 1.5 (1.5) –
Own shares acquired 10 – (0.7) – (0.7)
Balance as at 31 December 2024 0.3 (7.9) 438.1 430.5
Profit for the period – – 25.5 25.5
Employee share schemes – value of employee services 11 – – 1.6 1.6
Dividends 12 – – (26.0) (26.0)
Own shares distributed 10 – 2.3 (1.5) 0.8
Own shares acquired 10 – (0.9) – (0.9)
Balance as at 31 December 2025 0.3 (6.5) 437.7 431.5
The above Company statement of changes in equity should be read in conjunction with the accompanying notes.
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Company statement of changes in equity
1. Summary of significant accounting policies
Alfa Financial Software Holdings PLC is a public company limited by shares and is incorporated
and domiciled in England. These financial statements are the separate financial statements for
the Company.
The registered office is Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, United Kingdom.
Theregistered number of Alfa is 10713517.
The principal activity of the Company is as a holding company.
1.1 Statement of compliance and basis of preparation
The financial statements of Alfa Financial Software Holdings PLC have been prepared in
compliance with Financial Reporting Standard 102, the Financial Reporting Standard applicable
inthe United Kingdom and the Republic of Ireland (FRS 102) and the Companies Act 2006.
The principal accounting policies applied in the preparation of these financial statements are set
out in note 1 to the consolidated financial statements. These policies have been consistently
applied to the years presented, unless otherwise stated.
These financial statements have been prepared on a going concern basis, under the historical
cost convention. The Directors have used the going concern principle on the basis that the current
profitable financial projections of the Company and its subsidiaries indicate they will continue in
operation for the foreseeable future. As described in note 1.1 to the consolidated financial
statements, this assessment includes downside stress testing in line with FRC guidance.
The Company financial statements have been prepared in pounds sterling which is the functional
and presentational currency of the Company and have been presented to the nearest £0.1m
unless otherwise stated.
As permitted by FRS 102, the Company has taken advantage of the disclosure exemptions
available under that standard in relation to financial instruments, presentation of a cash flow
statement, share-based payments, the aggregate remuneration of key management personnel
and related party transactions with other wholly owned members of the Group.
The Company meets the definition of a qualifying entity under FRS 102. Where required,
equivalent disclosures are given in the Group accounts of Alfa Financial Software Holdings PLC.
The Company exercises control over the EBT because it is exposed to, and has a right to, variable
returns from this trust and is able to use its power over the trust to affect those returns.
Therefore, the trust is consolidated by the Company.
1.2 Investments in subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity
when the Company is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity.
Unless otherwise stated, subsidiaries have share capital consisting solely of ordinary shares,
andthe proportion of ownership interests held equals the voting rights held by the Company.
Thecountry of incorporation or registration is also each subsidiary’s principal place of business.
Investments in subsidiary undertakings are stated at cost, including those costs associated
withthe acquisitions, less provision for any impairment in value. Where events or changes in
circumstances, including an adverse movement in the share price, indicate that the carrying
amount of an investment may not be recoverable, an impairment review is performed.
Animpairment write-down is recognised to the extent that the carrying amount of the asset
exceeds the higher of the fair value less cost to sell and value in use.
Any subsidiary undertakings sold or acquired during the year are included up to, or from, the
dates of change of control. Where control of a subsidiary is lost, it is recognised in the profit
orloss.
Amounts due to and from subsidiaries are unsecured, interest-free and repayable on demand.
The carrying amounts of such payables and receivables are considered to be the same as their
fair values due to their short-term nature.
1.3 Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and other
receivables, are initially recognised at transaction price, unless the arrangement constitutes
afinancing transaction.
At the end of each reporting period, financial assets measured at amortised cost are assessed for
objective evidence of impairment. If an asset is impaired, the impairment loss is the difference
between the carrying amount and the present value of the estimated cash flows discounted at
the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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Notes to the Company financial statements for the year ended 31 December 2025
2. Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances. The resulting accounting estimates will, by definition, seldom equal the related
actual results.
The inputs applied in the impairment review for the value-in-use calculation for the investments
in subsidiaries are considered to be a key source of estimation uncertainty. Refer to note 4 for
more details.
There were no other critical accounting judgements that would have a significant effect on the
amounts recognised in the parent company financial statements or key sources of estimation
uncertainty at the reporting date that would have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.
3. Financial risk management
The Company’s exposure to financial risks is managed as part of the Group’s financial risk
management. Full details about the Group’s exposure to financial risks and how these risks
couldaffect the Group’s future financial performance are given in note 3 to the consolidated
financial statements.
1. Summary of significant accounting policies continued
1.4 Financial liabilities
Basic financial liabilities, including trade and other payables and trading balances and loans from
subsidiaries, are initially recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of the future
receipts discounted at a market rate of interest. The Company derecognises financial liabilities
when, and only when, the Company’s obligations are discharged, cancelled or expired.
Other payables are initially recorded at fair value and subsequently measured at amortised cost.
As the total carrying amount is due within the next 12 months from the balance sheet date, the
impact of applying the effective interest method is not significant and, therefore, the carrying
amount equals the contractual amount or the fair value initially recognised.
Payables are classified as current liabilities if payment is due within one year or less.
1.5 Equity
Ordinary shares
Ordinary shares are classified as equity. There are no restrictions on the distribution of capital
and the repayment of capital.
Own shares
Own shares represent the shares of Alfa Financial Software Holdings PLC that are either held by
the EBT, or acquired by the Company as part of its share buy-back programme (see note 27 to the
consolidated financial statements). Own shares are recorded at cost and deducted from equity.
1.6 Employee share schemes
Grants made to subsidiary employees will not result in a charge recognised in the income
statement. Any charges for share-based payments are recognised as an increase in the cost of
investment in subsidiaries (as a capital contribution). For full details of the Group’s share-based
payments, refer to note 28 to the consolidated financial statements.
1.7 Dividends
Dividends are recognised through equity when approved by Alfa’s shareholders or on payment,
whichever is earlier.
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Notes to the Company financial statements for the year ended 31 December 2025 continued
7. Amounts owed by and to subsidiaries
£m 2025 2024
Amounts owed by subsidiaries 0.7 0.6
Total amounts owed by subsidiaries 0.7 0.6
All amounts owed by subsidiaries are current. They relate primarily to recharges to Alfa Financial
Software Limited from the Company for expenses incurred.
£m 2025 2024
Amounts owed to subsidiaries – –
Total amounts owed to subsidiaries – –
8. Payables and provision for other liabilities
Trade and other payables relate to trade creditors of £0.1m (2024: £0.2m) and salary costs of
£0.7m (2024: £0.6m).
The long-term provision relates to the employer national insurance liability of £0.2m for the share
schemes (2024: £0.2m).
9. Called-up share capital
Each ordinary share has a par value of 0.1 pence. All shares are fully paid and have equal
votingrights.
Issued and fully paid Shares – ordinary £m
At 31 December 2025 300,000,000 0.3
At 31 December 2024 300,000,000 0.3
4. Investments in subsidiaries
£m 2025 2024
Cost
As at 1 January 430.7 429.8
Capital contributions to subsidiaries (see note 1.6) 1.1 0.9
As at 31 December 431.8 430.7
The carrying amount of the investment is £431.8m at 31 December 2025 (2024: £430.7m). The
recoverable amount of the investment was determined based on value-in-use calculations using
cash flow projections of the Company and its subsidiaries from financial budgets and forecasts
for a five-year period using a pre-tax discount rate of 11.1% (2024: 10.4%). Cash flows beyond
these periods have been extrapolated using a steady 2.5% (2024: 2.5%) average growth rate which
is reflective of management’s best estimate at the time. In addition, the market capitalisation of
the Company as at 31 December 2025 was £628m. As the recoverable amount is in excess of the
carrying amount of the investment, no impairment charge has been recognised during the
current financial year.
5. Other receivables
At 31 December 2025, other receivables relate to prepayments of £0.3m (2024: £0.4m) and VAT
receivables of £0.1m (2024: £0.1m).
6. Cash and cash equivalents
£m 2025 2024
Cash and cash equivalents 0.1 0.1
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Notes to the Company financial statements for the year ended 31 December 2025 continued
12. Dividends
A special dividend of 2.4 pence per share was paid on 30 May 2025 amounting to £7.1m
(2024: £5.9m at 2.0 pence per share).
An ordinary dividend of 1.4 pence per share was paid on 27 June 2025 amounting to £4.1m
(2024: £3.8m at 1.3 pence per share).
A special dividend of 5.0 pence per share was paid on 7 November 2025 amounting to £14.8m
(2024: £12.4m at 4.2 pence per share).
Subject to approval at the AGM on 30 April 2026, a 2025 final dividend of 1.5 pence per share will
be paid on 26 June 2026 to holders on the register on 29 May 2026. The ordinary shares will be
quoted ex-dividend on 28 May 2026. In addition, the Board has decided to declare a special
dividend of 3.1 pence per share, with an ex-dividend date of 30 April 2026, a record date of 1 May
2026 and a payment date of 29 May 2026.
10. Own shares
£m 2025 2024
Balance at 1 January 7.9 8.7
Acquired in the year 0.9 0.7
Distributed on exercise of options (2.3) (1.5)
Balance at 31 December 6.5 7.9
The own shares reserve represents the cost of shares in Alfa Financial Software Holdings PLC
purchased in the market and held by the Company’s EBT and by the Company as aresult of its
share buy-back programme (see note 1.2 of the consolidated financial statements).
The number ofown shares held by the EBT at 31 December 2025 was 539,667 (2024: 83,904).
Thenumber ofown shares held at 31 December 2025 by the Company as a result of its share
buy-back programme was 3,369,802 (2024: 4,775,119).
As at 31 December 2025, the Company held 1.30% (2024: 1.62%) of its own called-up share capital.
11. Employee share schemes
Under the rules of the Company’s LTIP plans, selected employees of the Company’s subsidiary
were granted awards in the form of nil cost options over ordinary shares in Alfa.
In addition, employees of the Company’s subsidiary that met the set criteria were invited to join
aShareSave Scheme – the SAYE scheme for the UK employees and the ESPP scheme for the
USemployees. Under these schemes, eligible employees can save up to a set limit each month
and, at the end of the vesting period, can use these savings to buy ordinary shares in Alfa
(atadiscount) or take these back as cash.
Refer to note 28 of the consolidated financial statements for more detail on these schemes.
Thecost of the share-based remuneration is passed to the relevant subsidiary.
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Notes to the Company financial statements for the year ended 31 December 2025 continued
13. Directors’ remuneration
The Company has no employees other than the Directors. Full details of the Directors’
compensation and interests are set out in the Directors’ Remuneration Report from page 82.
14. Events occurring after the reporting period
There have been no reportable subsequent events.
15. Related party and ultimate controlling party
The Company has taken advantage of the exemption under FRS 102:33.1A from disclosing
transactions with other members of the Group.
The immediate and ultimate parent undertaking as at 31 December 2025 was CHP Software and
Consulting Holdings Limited, which was the parent undertaking of the smallest and largest group
to consolidate these financial statements.
The registered office of the immediate and ultimate parent undertaking is Moor Place, 1 Fore
Street Avenue, London EC2Y 9DT and copies of the financial statements of the ultimate parent can
be obtained from this address. The ultimate controlling party is Andrew Page.
See a full listing of the Company’s subsidiaries and joint venture in note 31.2 of the consolidated
financial statements.
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Notes to the Company financial statements for the year ended 31 December 2025 continued
Income
2025 2024 2023 2022 2021
Revenue £m 126.7 109.9 102.0 93.3 83.2
Operating profit £m 40.1 34.3 30.1 29.6 24.7
Operating profit margin % 32% 31% 30% 32% 30%
EBITDA £m 43.4 37.0 32.6 32.6 27.8
EBITDA margin % 34% 34% 32% 35% 33%
Profit before tax £m 40.1 34.1 29.6 28.9 23.8
Tax £m (10.0) (8.5) (6.1) (4.4) (4.6)
Profit for the year £m 30.1 25.6 23.5 24.5 19.2
Operating free cash flow conversion % 97% 89% 115% 102% 114%
Capital employed
2025 2024 2023 2022 2021
Equity £m 51.7 46.2 42.0 42.0 43.4
Cash £m 26.4 20.5 21.8 18.7 23.1
Capital employed £m 62.1 57.2 49.5 50.9 60.0
Statistics
2025 2024 2023 2022 2021
TCV £m 227.5 221.3 165.3 142.9 133.1
EPS (Basic) pence 10.19 8.68 7.99 8.24 6.49
EPS (Diluted) pence 10.14 8.56 7.90 8.09 6.39
Ordinary dividends – paid in the year – pence 1.4 1.3 1.2 1.1 1.0
Special dividends – paid in the year – pence 7.4 6.2 5.5 6.5 10.0
Ordinary dividends – paid in the year – £m 4.1 3.8 3.5 3.3 3.0
Special dividends – paid in the year – £m 21.9 18.3 16.2 19.3 29.7
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Five-year history
Alfa Financial Software Holdings PLC
Registered Office
Moor Place
1 Fore Street Avenue
London
EC2Y 9DT
www.alfasystems.com
T: +44 (0)20 7588 1800
Registered number: 10713517
Stock code: ALFA
ISIN: GB00BDHXPG30
LEI: 213800C5UOZHUTNUGA28
Investor relations
ir@alfasystems.com
Media relations
Teneo
Auditor
RSM UK Audit LLP
Brokers
Barclays Bank plc
Investec Bank plc
Panmure Liberum Ltd
Corporate lawyer
White & Case LLP
Remuneration advisors
Ellason LLP
Climate consultants
SE Advisory Services
Registrar/shareholder queries
Equiniti Limited
Aspect House,
Spencer Road,
Lancing, West Sussex
BN99 6DA
Telephone 0371 384 2030 and outside the UK
+44 (0)121 415 7047
Online: help.shareview.co.uk (from here, you
will be able to securely email Equiniti with
yourenquiry).
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Shareholder information
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Moor Place
1 Fore Street Avenue
London EC2Y 9DT
UK
+44 (0)20 7588 1800
© Alfa Financial Software Holdings PLC, 2026