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ANNUAL REPORT & AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR TO 31 DECEMBER 2025
CONTENTS STRATEGIC REPORT Group Overview 3 Our Strategy 4 Our Business Model and Areas of Focus 5 Positive Progress in 2025 6 Our Investment Case 7 Chair’s Report 8 CEO Report 12 Management Report 14 Climate Related Financial Disclosures 19 GOVERNANCE Chair’s Introduction to Governance 26 Board of Directors 30 Governance Framework 32 UK Corporate Governance Code 35 Board Activities 36 Our Culture 40 Stakeholder Engagement 41 Audit Committee Report 43 Risk Committee Report 46 Nomination Committee Report 49 Remuneration Committee Report 51 Directors’ Remuneration Report 54 Directors’ Report 60 Statement of Directors’ Responsibilities 63 Independent Auditors’ Report 65 FINANCIAL STATEMENTS Consolidated Statement of Comprehensive Income 70 Consolidated Statement of Financial Position 71 Consolidated Statement of Changes in Equity 73 Consolidated Statement of Cash Flows 74 Notes to the Consolidated Financial Statements 75 OTHER INFORMATION Advisers 103 Annual Report and Audited Consolidated Financial Statements 2025 1
STRATEGIC REPORT
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION GROUP OVERVIEW LONG-TERM GOAL OUR GROUP To build the UK’s leading specialist pension administration Key results for 12 months to business in the public markets. 31 December 2025 MARKET OPPORTUNITY The self-invested personal pension (“SIPP”) market is fragmented and, combined with UK demographics of an ageing £15.0m population and over £8.5 trillion of wealth concentrated in TOTAL REVENUE pension and property assets, provides a structural opportunity for growth. OUR APPROACH We place the needs of customers and their advisers at the core of our approach, from proposition design and service delivery to 43% REVENUE GROWTH acquisition integration and transformation. 1 (PRO FORMA) By embedding this principle across the Group, we are building a scalable and resilient business that creates long-term value while driving sustainable growth and sets a benchmark for excellence in UK specialist pension administration. £4.3m GROUP EBITDA 18.3k NUMBER OF SIPPs AND SSASs 95.6% CUSTOMER RETENTION 94.2% SERVICE QUALITY 196 TOTAL EMPLOYEES 1 refer to page 7 Annual Report and Audited Consolidated Financial Statements 2025 3
OUR STRATEGY 2025 HIGHLIGHTS Building the UK’s leading specialist ORGANIC REVENUE GROWTH pension administration business OUR LONG-TERM GOAL Our long-term goal is to build the UK’s leading specialist pension administration business in the public markets through a “buy- and-build” M&A strategy and strategic partnerships, with an initial focus on the SIPP segment 28% OUR STARTING POINT SUCCESSFUL ACQUISITION The SIPP segment: a growing but fragmented market with strong business fundamentals that presents opportunities for both organic and inorganic growth OF AJ BELL PLATINUM SIPP AND OUR EXECUTION APPROACH SSAS BUSINESS REBRANDED TO PENSION ADMINISTRATION EXPERTISE INVESTACC PLATINUM Formation of a management team that has extensive experience in pension administration, financial services and execution of M&A ENHANCED CAPABILITY transactions INVESTED IN PEOPLE, SYSTEMS, SUPPORT FUNCTIONS, AND DELIVERY MODEL RESILIENT REVENUE STREAMS A focus on core revenue streams with a high proportion of recurring annual fees and limited AWARD WINNING exposure to market movements FOCUS ON CUSTOMER EXCELLENCE Place the needs of customers and their advisers at the core of our approach, from proposition 2025 – AWARDED BEST SIPP design and service delivery to acquisition PROVIDER integration and transformation 2025 – AWARDED BEST PENSION SCHEME PROVIDER OPTIMAL STRATEGIC PLATFORM Our first acquisition, InvestAcc Holdings Limited FLEXIBLE FUNDING FACILITY (“the InvestAcc Acquisition”) provides a AGREED WITH PARTNER platform with scalable operations, infrastructure, KARTESIA a strong financial profile and sustainable organic growth trajectory VALUE CREATION DELIVERY OF KEY PROJECTS Well developed playbook for capitalising upon value creation opportunities and full integration of IMPLEMENTATION OF FIRST acquired businesses TWO PHASES OF TREASURY FUNCTION AND FEE REVIEW 4 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION OUR BUSINESS MODEL AND AREAS OF FOCUS PENSION ADMINISTRATION REVENUE TOTAL PENSION SCHEMES SIPP & SSAS AUA £11.24m 18.3k £9.8bn Pension administration is the core service line of our group from a revenue and growth perspective. Our focus is the provision of high quality administration services to our underlying customers Pension administration services are provided by our multi-award winning subsidiary InvestAcc Pensions Administration Limited (“IPA”), an FCA regulated business We provide administration services for ‘Full’ and ‘Simple’ SIPPs. Full SIPPs offer a wider range of investment choices, including commercial property. We also provide administration services to Small Self-Administered Schemes (“SSAS”), which typically comprise of up to 11 underlying members New clients are sourced both directly and via our extensive network of financial advisers Revenue is comprised of administration fees and treasury income. Administration fees for pensions are typically fixed and charged on a recurring annual basis. Transaction fees are also charged for other ancillary services. Treasury revenue represents IPA’s share of interest income earned on cash balances held in SIPPs Organic increase of 2,450 net new SIPP and SSAS schemes in FY25. 3,436 SIPPs and SSASs transferred as part of the AJ Bell Platinum Acquisition (the “Platinum Acquisition”) WEALTH MANAGEMENT REVENUE WEALTH CLIENTS WEALTH AUA £3.72m 1.8k £550.0m We provide holistic financial advice to individuals and their families via our subsidiaries Vesta Wealth Limited (“Vesta”) and InvestAcc Limited (“IAL”), both of which are FCA regulated entities Long-term relationships are built with clients as advice is provided regarding investments, pensions and wider financial planning matters New clients are typically sourced via referrals from existing clients Vesta’s fees are typically earned on a recurring basis and are based upon the level of AuA. Transaction fees are also charged for other services. IAL earns income through the provision of services to appointed representatives Vesta holds Chartered status from the Chartered Insurance Institute, an indication of the quality of service provided to clients Annual Report and Audited Consolidated Financial Statements 2025 5
POSITIVE PROGRESS IN 2025 1 FY24 revenue (pro forma): £10.5m Total SIPPs and SSASs: 12.5k Employees: 117 Q1-25 JANUARY – MARCH Exchanged on the acquisition of AJ Bell’s Platinum SIPP and SSAS business Completed upgrade of SIPP administration platform Awarded Gold rating in the Defaqto Pension Service Awards Q2-25 APRIL – JUNE Initial drawdown of Kartesia facility following agreement of flexible funding solution Implementation of fee review for Minerva and Lite products Q3-25 JULY – SEPTEMBER Awarded Best SIPP provider at both the Money Marketing and ILP Moneyfacts awards First phase of enhanced Treasury Function went live AuAPension scheme Assets under Administration () surpasses £6bn Q4-25 OCTOBER – DECEMBER Completed AJ Bell Platinum SIPP and SSAS acquisition Increase in AKG Financial Strength rating to strong Awarded Five stars at the Financial Adviser Service Awards Further build out of group capability, including COO appointment FY25 Revenue: £15.0m Total SIPPs / SSASs: 18.3k Employees: 196 1 Data for FY24 is based on actual data for October to December, and pro-rated data for January to September from the audited InvestAcc accounts for the 14 months to December 24 6 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION OUR INVESTMENT CASE Favourable market dynamics and strong fundamentals underpin our investment case UNDERLYING BUSINESS EXPERIENCED FUNDAMENTALS MANAGEMENT TEAM Stable recurring Pension sector revenue streams specialists 95.6% 150+ Strong retention Extensive RETENTION RATE YEARS EXPERIENCE - rates leadership EXCO experience High underlying cash flow Expertise in M&A conversion FAVOURABLE HIGH QUALITY SERVICE MARKET DYNAMICS PROPOSITION Specialist provider Ageing population of SIPP and SSAS and impending intergenerational 94.2% 21 million Award winning wealth transfer proposition SERVICE QUALITY PEOPLE OVER 55 IN High proportion of THE UK High levels of wealth in pensions customer service VALUE CREATION M&A OPPORTUNITIES CONSOLIDATION Fragmented Disciplined marketplace approach to pricing 126 5-8x Not an area of focus for large AUTHORISED SIPP Targeted EBITDA players PROVIDERS IN THE UK cost synergy opportunities Access to debt and equity funding Annual Report and Audited Consolidated Financial Statements 2025 7
[DIVIDER OPTION] CHAIR’S REPORT I am delighted to present the report and audited financial statements (the “Financial Statements”) for the year to 31 December 2025, for InvestAcc Group Limited (the “Company”) consolidating the results of the Company and its subsidiaries (the “Group”). We remain focussed on our goal to INTRODUCTION create the UK’s leading specialist During the year, the Group continued pensions administration business in the to deliver strong organic growth, public markets. We have continued to together with significant progress on develop a strong pipeline of acquisition our key strategic initiatives, including targets to build on the excellent the successful completion of the platform provided by InvestAcc. We acquisition of AJ Bell’s Platinum SIPP have identified a number of further and SSAS business (the “Platinumacquisition opportunities which have business and the “Platinum been developed through the Directors’ Acquisition”), based in Manchester, deep industry ties and reputation. We on 3 November 2025 following the are in constant dialogue with vendors migration of its clients onto InvestAcc and advisors, both on a bilateral and “We have made significant Holdings Limited’s (the “InvestAcc”) on a competitive basis, in respect of platform. Revenue increased in 2025 progress delivering our numerous potential targets which could to £15.0m (Six months to 31 December strategy in 2025, continuing to deliver significant inorganic growth in 2024: £2.5m) with a Group EBITDA 2026 and 2027. Additionally, during invest in building a business of £4.3 million. We reported a loss the year, the Company entered into dedicated to customer service after tax for the year of £4.6 million, a strategic partnership with Kartesia, reflecting exceptional expenses related and long-term value creation” which was used to finance the Platinum to deal execution and integration Acquisition, with the ability to further which were in line with expectations. support the acquisition strategy going Mark Hodges The Group continues to maintain a forward. CHAIR significant surplus against capital requirements for its regulated entities. DELIVERING OUR “BUY-AND- BUILD” STRATEGY The Platinum Acquisition was the second acquisition made by the Group, delivering on its buy-and-build strategy and strengthening the Group’s position as a market leader in Full SIPP administration. The Platinum business provides bespoke, high-quality pensions expertise and SIPP and SSAS administration to high net worth (“HNW”) customers. On completion, the Platinum business added total Assets under Administration (“AuA”) of £3.3 billion across more than 3,400 accounts, and a HNW client base reflected through an average SIPP account size of approximately £670k. 8 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 5. Regulatory pressure in the UK In June 2025, we held our annual GROUP STRATEGY AND SIPP market strategy review, providing an MARKET OPPORTUNITY opportunity for the Board to review and A push for higher levels of consumer Our continued focus for growth is on refine the Group’s strategic priorities duty and consumer care, as well as the SIPP segment as we believe that and facilitate collective consideration vendor needs are driving the UK SIPP the current market backdrop lends itself on the Group’s values, purpose and sector to actively consolidate. Life to a growing self-invested pensions areas of both strategic and operational companies and platforms account for market. The key drivers to market focus. over 80% of the “Simple” SIPP market, growth are: but the “Full” SIPP market - serviced One of our core areas of focus is 1. Changing population and by specialist firms - is much more to ensure that additive actions and demographics fragmented. The top five UK SIPP projects are delivered to enhance the In 2023 there were 21 million people administrators account for just 46% of operations, performance, and service aged 55 and over in the UK, and the AuA and 40% of total plans, and the quality of acquired businesses. During number of people aged 65 to 79 is market leader has just 12% of total AuA the year, we have invested across 5 predicted to increase by 30% to over in the market . the business to build capability for 1 10 million in the next 40 years . all functions ahead of future deals to HIGHLIGHTS OF THE YEAR support execution and integration. 2. Trapped and concentrated We have also strengthened the The business has continued to perform wealth overall commercial and operational well, continuing to deliver on our The value of UK household wealth capabilities through a number of planned growth targets in terms of (“Net Worth”) was estimated at 2 initiatives, including the launch of a revenue, number of pension schemes £11.1 trillion in 2024 , with 35% high-quality treasury function, upgrade and AuA, and with customer retention concentrated in pension assets and of administration platforms and build- 3 rates continuing to exceed 95%. 40% in property . out of central support capabilities. Customer service levels also remain at 3. Increasing family reliance very high levels (94.2%). LOOKING FORWARD In 2024, 52% of UK mortgaged first- We have received a number of awards time buyers received support from With a greater focus on savings, in recognition of the high-quality their families. This support has totalled changing demographics and a service provided to our clients, with 4 £39 billion between 2020 and 2024 . growing reliance on the family, the another successful year at the ILP pensions administration industry Moneyfacts Awards 2025 winning the 4. Inter-generational wealth plays an important role in securing Best SIPP Provider award for the sixth transfer financial independence and security time and the Best Pension Service The Directors expect to see an for customers over the long term. provider award for the sixth year unprecedented level of inter- The completion of the acquisition of running. InvestAcc was also awarded generational wealth transfer in the InvestAcc on 9 October 2024 (the Highly Commended in the category coming decades. On a global basis, InvestAcc Acquisition”) provided of Service Beyond the Call of Duty, almost 680,000 individuals with over us with an excellent platform to following success in the same category $5 million in net worth are expected continue to execute our “buy-and-build” in 2024. This service quality is a core to transfer $18.3 trillion in combined strategy, which has been realised both element as the Company seeks to wealth between 2021 and 2030, with through the completion of the Platinum execute its buy-and-build strategy. approximately £7 trillion passing Acquisition in 2025 and scalability in 5 between generations in the UK . accommodating continued organic growth. 1 Centre for Ageing Better, “The State of Ageing 2023-24” 2 Office for National Statistics, “Household total wealth of Great Britain: April 2020 to March 2022”, January 2025 3 Savills, “Bank of mum and dad”, 16 August 2024 4 Wealth-X, “Preservation and Succession: Family Wealth Transfer 2021 5 MoretoSIPP UK SIPP Market report, January 2024 Annual Report and Audited Consolidated Financial Statements 2025 9
CHAIR’S REPORT As we look forward to the opportunities With strategic appointments to the and challenges ahead, I want to operational team, a solid and growing thank our shareholders, customers, platform, and a strong pipeline we are employees and our wider team of well positioned to continue to execute advisers for all their support and hard our strategy. work over the past year. I would like to extend particular appreciation to the teams in Carlisle and Manchester for their hard work and professionalism in seamlessly delivering the integration and transition whilst maintaining Mark Hodges excellent client service levels. I am Chair also looking forward to meeting with our shareholders and sharing more of 18 March 2026 our story at our first Annual General Meeting on 26 March 2026. 10 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Audited Consolidated Financial Statements 2025 11
CEO REPORT Following the transformative acquisition of InvestAcc, 2025 has been a year of building on that foundation through organic growth, strengthening the Group platform and further acquisition activity. continues to maintain a significant INTRODUCTION surplus of 295% against regulatory As set out by Mark, the successful capital requirements. acquisition and integration of AJ Bell’s Platinum SIPP and SSAS business Treasury Function has been a major achievement in the During the year, the Group has year. In addition, we have continued completed the first phases of a to add scale and resilience to our strategic project to enhance the platforms and additional expertise and capability and systems associated with experience across our team to support its customer cash pooling activities future growth. (the “Treasury Function”). The first phase of the project delivered a more This report highlights our achievements sophisticated cash pooling and maturity and operational milestones as we look management system, providing greater ahead to executing our strategy, to “We continued to execute our flexibility and a wider range of banking become the UK’s leading specialist partners and products to clients for the pensions administration business. strategy with confidence in cash balances. This phase was live in 2025, investing in customer August 2025. ORGANIC GROWTH service, our people and AND DELIVERY OF KEY A second phase focused on the delivering long-term value” PROJECTS integration of the Platinum treasury operations, which was implemented Business highlights at the same time as completion, in Will Self The Group’s income totalled £15.0m November 2025. The final phase CHIEF EXECUTIVE in the year to 31 December 2025 (six scheduled for 2026, will involve OFFICER months to 31 December 2024: £2.5m). aligning solutions across the Group The revenue for the year reflects a and increased automation. full year’s income from InvestAcc and £1.5m revenue from the Platinum The Group has incurred a number of business. InvestAcc has continued to one-off set up costs associated with the perform strongly since its acquisition Treasury Function during the period. by the Company in October 2024 with The financial benefit of the Treasury strong organic growth from the number Function will be realised over each of of SIPP schemes and increases in the three phases and aligned to the revenue from the fee review and phased implementation as the solution enhancements to the treasury function is operationally embedded. The full run during the year. rate benefit will be achieved by the end of 2026. The number of active pension schemes reached 18,329 at the end Fee Review of December 2025, which included The fee review was completed at the an additional 3,412 schemes from end of H1 2025. After a robust market the Platinum Acquisition. InvestAcc benchmarking exercise, the review saw pension schemes increased by 20% an increase to the base administration to 14,917 schemes in the year, with fee of both our core SIPP products, still a corresponding increase in AuA of positioning them as value for money £1.1 billion to £6.5 billion. and at a highly attractive price point. The full financial impact will be felt in The Group’s earnings before interest, H2 2026. tax, depreciation, amortisation and acquisition costs, integration costs and other exceptionals (“Group EBITDA”) in the year amounted to a profit of £4.3m (six months to 31 December 2024: loss of £0.1m). The Group 12 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Administration platform experience. The acquisition provided customer centric focus whilst utilising the group with 3,436 pension schemes a more centralised operational Successful upgrade of the SIPP and £3.3 billion of AuA. infrastructure. We are excited by the administration platform, migrating all nature and extent of opportunities that SIPP customers and over 9.5m data The Platinum Acquisition price of up to sit firmly within our M&A universe, and points. £25.0m has been/will be satisfied via: we look forward to sharing more detail £18.5m consideration comprising with shareholders over the course of SCALING FOR GROWTH the next year. £17.5m in cash (the “Initial The Group has strengthened its Consideration”) and £1.0m in new internal support capabilities in a ordinary shares in the Company MARKET AND INDUSTRY number of areas to deliver a platform issued to AJ Bell on Completion; and OVERVIEW to support future growth and to reduce Up to £6.5m deferred cash The SIPP and SSAS market reliance on external expertise in key consideration expected to be paid in continues to hold potential significant areas. the first six months of 2026, subject opportunities over the next 3-5 years. These included recruitment of an to the achievement of specific client The underlying demographic and HR Director, an experienced COO to transfer targets to protect the Group political trends continue to drive the oversee operations across the Group, against client lapses during the attractiveness of pension saving and the build out of capability within migration process. alongside the fundamental features of the central team to support further the fixed charge pension administration I am delighted to formally extend a acquisition and integration activity. space driving organic growth. With warm welcome to the talented team of a number of administration firms 46 employees to the Group, with whom The Group has built out in-house struggling with service quality, there we have worked closely both prior to expertise to support transaction continues to be a flight to quality, of and since Completion. origination, execution and integration. which InvestAcc has been a beneficiary These appointments further strengthen Kartesia Facility evidencing our continued customer our central management team, In conjunction with the announcement focus. providing us with the experience, of the Platinum Acquisition, the Group expertise and capacity to deliver on our There have been numerous regulatory entered into a strategic partnership with strategy. consultations over the last 18 months, Kartesia, including an initial £25.0m however the SIPP and SSAS space Following the Platinum Acquisition and committed acquisition facility (the remain attractive and we remain as we transition into the new phase Facility”). This Facility has been used optimistic with the organic growth of growth, we will build out a target to finance the Platinum Acquisition, and opportunities. operating model that supports our can further support the Group’s ability ambitious growth plans. The Group to scale and deliver on its “Buy-and- continues to work closely with the SUMMARY AND OUTLOOK Build” strategy. teams in Carlisle and Manchester to Following the transformative acquisition On 14 April 2025, £5.0m of the Facility support the business in delivering yet of InvestAcc in 2024, the last year has was drawn for acquisition fees and to further organic growth and continuing seen the business continue to develop support the costs associated with the to deliver exceptional customer service. as an operating business with clear extraction, migration and integration ambition and strategic opportunity. of the Platinum clients ahead of INORGANIC ACTIVITY I am genuinely proud of what the Completion. On 3 November 2025, Group has achieved and would like Platinum Acquisition a further £20.0m of the Facility was to take this opportunity to thank the On 3 November 2025, the Company drawn to fund the Initial Consideration entire team, including all of our staff, completed the Platinum Acquisition and provide further funding for up-front for their hard work and commitment in (“Completion”), the Platinum acquisition and integration costs. achieving what we have to date. This is business was acquired for a maximum Further details of the Facility are however the beginning for the Group. consideration of £25.0m. Completion disclosed in Note 21 to the Financial Looking ahead, we are now focused occurred once the extraction, migration Statements. on ensuring that we can deliver our and integration of the Platinum SIPP ambitious growth plans and build Acquisition landscape and SSAS clients onto InvestAcc’s the Group’s operational capabilities, As the Chair has noted above in platform had taken place. Further enabling us to succeed for the benefit his report, there are many attractive details on the deferred consideration of our customers and shareholders. acquisition opportunities available are set out in note 26. to the Company. Regulatory focus The Platinum Acquisition delivers a on customer outcomes supports the high net worth (“HNW”) client base, consolidation of non-core books of an exceptional service proposition business where exceptional customer and strong financial performance, service can be delivered through the making it a perfect strategic fit and provision of appropriate systems, significantly strengthens the Group’s Will Self controls and compliance oversight. position as a market leader in Full SIPP Chief Executive Officer The historic fragmentation of individual administration, allowing us to enhance providers and, in many cases, smaller, 18 March 2026 our service offering while maintaining owner managed businesses, provides the highest standards of customer an opportunity for us to retain our Annual Report and Audited Consolidated Financial Statements 2025 13
MANAGEMENT REPORT The table below shows each of the items described above. FINANCIAL PERFORMANCE IN THE PERIOD Year to Six months to 31 December 31 December The financial performance reflects Component Definition 2025 2024 the first full year of ownership and Core EBITDA from ongoing, integration of InvestAcc. underlying pension £0.9m Prior to the InvestAcc Acquisition, the administration and associated Only includes period Group was a cash shell and was not Trading EBITDA services £6.9m post-Acquisition revenue generating. Therefore, the Corporate costs of the comparative period, only reflects the listed vehicle, including operations of the InvestAcc business governance, investor since the acquisition completed on 9 relations and staff costs for October 2024. Plc Costs group functions (£2.6m) (£1.0m) Trading EBITDA less Plc The Company changed its year Group EBITDA Costs £4.3m (£0.1m) end from 30 June to 31 December Costs incurred to integrate in the prior period, and as such the Integration Costs acquired businesses (£2.5m) (£0.1m) comparative financial information is for a six month period. Fees and one-off costs associated with executing Revenue and Profitability: Acquisition Costs M&A transactions (£2.7m) (£1.5m) The Group’s income totalled £15.0m One-off costs, including in the year to 31 December 2025 (six Other Exceptional the set-up of the Treasury months to 31 December 2024: £2.5m). Costs Function (£0.6m) Nil For the current year, this includes Group EBITDA less the 12 month’s income from InvestAcc sum of Integration Costs, and income from the acquisition of Acquisition Costs and any AJ Bell’s Platinum SIPP and SSAS EBITDA other exceptional items (£1.5m) (£1.7m) business from 3 November 2025 to Charges for depreciation and 31 December 2025. The comparative amortisation, including the income was entirely generated by amortisation of the intangible InvestAcc in the short period from the Depreciation and assets associated with the InvestAcc Acquisition to 31 December amortisation Acquisition (£2.5m) (£0.5m) 2024. Pension administration services Operating profit / EBITDA less depreciation and and wealth management fees (loss) amortisation (£4.0m) (£2.2m) accounted for 51% and 25% of total income, respectively, in the year to Customers and Assets Under Administration: 31 December 2025. The Group’s pension scheme AuA from InvestAcc at the period end totalled Group EBITDA in the year amounted £6.5 billion, this represents an increase of 20% related to organic growth in the to a profit of £4.3m (period to year to 31 December 2025. The Platinum Acquisition added a further £3.3 billion 31 December 2024: loss of £0.1m). of AuA, with closing AuA for the Group of £9.8bn. The Group incurred non-recurring, The growth in AuA has been driven by steady increases in our customer base. exceptional costs of £5.8m in the The number of InvestAcc’s active SIPP and SSAS schemes increased by 2,450 year relating to the acquisition and (20%) in the year, to 14,917 as at 31 December 2025. The Platinum acquisition integration of Platinum, and the has added a further 3,412 SIPP and SSAS schemes at 31 December 2025, with set-up of the Treasury Function, and a total of 18,329 schemes at the year end, representing an overall increase in depreciation and amortisation charges scheme numbers of 5,862 schemes from organic and inorganic growth year on of £2.5m in the year, primarily relating year (increase of 47%). to the intangible assets associated Customer retention rates have remained strong during 2025, at 95.6% for with the two acquisitions. These InvestAcc’s SIPPs in the year to 31 December 2025. InvestAcc’s service are classified as Administration quality scores for all SIPP and SSAS schemes were 94.2% over the same Expenses in the Group’s Statement period, reflecting InvestAcc’s ongoing focus on providing excellent service to its of Comprehensive Income. After customers. deducting these items, the Group generated an operating loss of £4.0m in the year (period to 31 December 2025: operating loss of £2.2m). 14 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Funding and Liquidity: Year to Six months to 31 December 31 December As set out in the CEO Report, the Group KPIs 2025 2024 Group entered into the Facility in the Total revenue £000s 14,964 2,532 year. Further details of the Facility are Operating (loss) / profit £000s (3,977) (2,242) disclosed in Note 21. Basic earnings per share £ (0.0931) 0.0298 The Group maintains a strong Net cash flow from operating activities liquidity position, with cash and cash £000s (1,228) (3,368) equivalents of £12.0m at 31 December Regulatory capital coverage* 295% 295% 2025 (31 December 2024: £13.4m). * Average of the surplus capital in the Group’s regulated entities, above the regulated capital requirement, at the period end date. CAPITAL AND RESERVES The Group also uses Trading KPIs to monitor operational performance, these are The Group’s regulatory capital reserves shown below. for its regulated subsidiaries are continually monitored. At 31 December The Company has owned InvestAcc since 9 October 2024 and comparative 2025, in aggregate, surplus capital trading KPIs are shown here for the six-month period to 31 December 2024. balances in the Group’s regulated Year to Six months to entities amounted to 295% of the 31 December 31 December capital requirements. Trading KPIs 2025 2024 Assets Under Administration £000s* 9,800 5,396 KEY PERFORMANCE Number of active pension schemes* 18,329 12,467 INDICATORS Customer retention** 95.6% 96.5% The Group uses Key Performance Service quality*** 94.2% 98.5% Indicators (“KPIs”) to measure and * InvestAcc SIPP and SSAS schemes at period end. report progress against our strategic ** InvestAcc SIPP for last 12 months. objectives. These KPIs are reviewed *** InvestAcc SIPP and SSAS for last 12 months. at least annually, and the primary measures are shown below. TREASURY Group KPIs are shown here for the The Group has adopted a treasury policy which is designed to maintain a 12 month period to 31 December strong liquidity position for its operational and growth requirements whilst also 2025. Comparative numbers are optimising the return on surplus funds. The treasury policy includes measures to shown for the preceding 6 months to mitigate financial risks, such as interest rate risk and credit risk, by diversifying 31 December 2024, to align with the investments and using financial instruments prudently. The policy is designed to mandatory prior period disclosure in ensure the Group meets legal and regulatory requirements in respect of capital the Group financial statements. and liquid assets. DIVIDENDS The Board recognises the importance of dividends to investors, both as a key component of shareholder value creation and as a discipline on the business of the Company and the Group. The Company intends to adopt a progressive dividend policy at a time that the Group has capital available to return to shareholders. The Platinum Acquisition was completed on 3 November 2025. The Group plans to invest surplus capital to complete the integration of this business, in growth and further acquisitions. The Board will continue to consider the retention of sufficient capital for investment in the Group’s ongoing growth, before announcing a dividend policy and proposing any dividend payment. Annual Report and Audited Consolidated Financial Statements 2025 15
MANAGEMENT REPORT The Directors believe that the Group is comfort that key risks are identified, STATEMENT OF GOING well-positioned to continue operations monitored and controlled. This will CONCERN over the next three years. Key factors help to ensure that the Board remains These Financial Statements have been influencing this conclusion include: actively engaged, and will outline the prepared on a going concern basis, boundaries of acceptable risk taking for which assumes that the Company and Balance sheet strength: the each risk category and highlight where the Group will be able to continue their Group has a strong balance sheet there is a greater or lesser appetite for operations and meet their liabilities with adequate liquidity and cash risk. This includes acceptable limits as they fall due. The Directors have reserves. within which the Group will operate, considered the financial position of the Robust business model: the with the aim of achieving its corporate Company and the Group, and have Group has a well-defined strategy objectives and good customer reviewed forecasts and budgets for a supported by a compelling market outcomes, with corresponding controls period of at least 12 months from the opportunity. and key risk indicators. date of approval of these Financial Risk mitigation strategies: the Statements. Governance Group has identified and is actively The principal risks faced by the Group The Directors have considered the managing its key risks, including have been fully assessed and form impact of the Platinum Acquisition, financial, operational, and market part of the comprehensive group including the future funding and its risks. risk register, which is reviewed and impact on the Group’s future liabilities Stress testing: the directors have challenged by the Risk Committee and cash flows. performed scenario analysis and at each meeting, with summaries stress tests, considering severe At 31 December 2025 the Group had presented to the Board as required. but plausible adverse conditions. In net assets of £36.9m (31 December The risk register sits alongside these scenarios the Group maintains 2024: £40.3m) and cash balances of the risk and compliance oversight its ability to meet its obligations as £12.0m (31 December 2024: £13.4m). activity, which is reported to relevant they fall due. governance meetings, the Risk The Directors have also considered the Based on this assessment, the Committee and to periodic Board macro-economic factors impacting the Directors have a reasonable meetings. Appropriate controls UK economy and the Group’s target expectation that the Group will be able and mitigating actions have been market, in making their assessment to continue in operation and meet identified and are tracked through the of the Group’s ability to continue as a its liabilities as they fall due over the governance meetings. Where further going concern. period of their assessment. actions are identified, they are tracked Based on their review, the Directors by management through to completion. believe it is reasonable to expect RISK MANAGEMENT Risks and uncertainties (including the Company, and the Group, will be Risk culture emerging risks) able to continue operations and meet There is a strong risk aware culture their liabilities as they fall due. The The Board is committed to further across the Group, which is based on Directors have concluded that there enhancing the Group’s risk open communication, transparency, are no material uncertainties related management framework in order informed decision making, leadership to the going concern status of the to support the strategic plans for and clear accountabilities. Company or the Group and therefore growth. This will ensure that the these Financial Statements have been business continues to identify new The Group takes a proactive approach prepared on a going concern basis. and emerging risks, including those to risk management with processes identified through M&A due diligence that are embedded within the and integration, and put in place an VIABILITY STATEMENT organisation. These are supported by effective mitigation activity. Whilst we a strong compliance function which In accordance with provisions of the are proactive in identifying emerging communicates, advises and supports UK Corporate Governance Code, the risks and changes to the profile of the business in applying the risk and Directors have assessed the prospects existing risks, there remain a number compliance framework and supporting of the Company and the Group over of potential risks to the Group that policies and procedures. This includes a three-year period. This assessment could impact the ability to successfully developing and implementing has been made taking into account deliver the Group’s strategy. Emerging computer-based training and in-person the current position of the Group, the risks are primarily identified through training, where appropriate. Consumer principal risks facing the business, horizon scanning from an external Duty has been embedded across the and the effectiveness of any mitigating perspective and customer and staff business, ensuring that consistently actions. This assessment has been engagement internally. Once potential positive customer outcomes remain made with reference to the Group’s risks are assessed, mitigating actions integral to all processes. strategy, cash flow forecasts and are agreed and, where appropriate, financial position, as well as its ability Risk appetite these risks are added to the risk to meet both short-term and long-term In order to support our growth plans, register and tracked through the liabilities. governance structure. The principal the Group’s risk appetite framework risks and uncertainties facing the has been further enhanced to provide Group are outlined below, along with the mitigating actions and controls. 16 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Risk category Key Risk Mitigating actions and controls Strategic risk The Group may be unable to obtain the Sustainable and managed growth through M&A is a critical additional funding needed to implement its element of the growth strategy for the business. The business will organic and inorganic growth strategy. continue to seek additional sources of financing (equity and/or debt) to implement its strategy and have secured the Facility. The Facility was used to finance the Platinum Acquisition, with further ability to scale and support the wider Group acquisition strategy in future. This is complemented by a programme of enhancements to support organic growth and existing customers through regular reviews of the proposition, service and pricing. Legal & There is a risk that a significant regulatory The Group undertakes horizon scanning on an ongoing basis Regulatory risk change may be introduced that would have a to ensure all legislative and regulatory change is assessed and detrimental impact upon the business model highlighted to the Board for consideration. The Compliance team of the Group. In addition, if unexpected are responsible for overseeing all aspects of regulatory horizon regulatory or legal changes are introduced scanning and impact assessment. The introduction of regulatory at short notice, or if the implementation of changes is subject to project governance, with regular updates and regulatory change is not managed in an oversight from the Board. This is supported by the implementation effective manner, this could impact the capital and management of relevant policies and procedures and and regulatory position of the Group in the maintaining an effective risk and control environment. short term. Operational risk People risk: The risk that the Group fails to A continuous schedule of steady recruitment has been in place for attract, retain and develop key employees some time to support organic growth and to allow sufficient time for and there is inadequate experience or training. In order to support the plans for further M&A activity, the resource. This could impact service and lead Group continues to enhance its recruitment processes further in to poor customer outcomes and reputational order to attract the best possible talent with a number of new key damage. senior roles filled in 2025. Conduct risk: The risk that the Group’s Delivering great customer outcomes is fundamental to our actions or culture does not support the fair purpose and culture. The customer is central to any changes and treatment of customers. enhancements that we make, and this is further evidenced through our approach to Consumer Duty and the associated standards and metrics. Information security risk: The risk of We continually review our information security with our third-party an incident that affects systems or the suppliers to ensure data is protected and systems remain secure. infrastructure (including third party) and To mitigate the third-party supplier risk, the Group conducts due leads to customer harm, a loss of data or diligence, regular testing and monitors performance. reputational damage. Customer investment risk: The risk that The Group allows commercial property investment, but only certain higher risk customer investments fail, causing standard categories are permitted, and the property management consumer harm, claims against the provider is subject to a robust control framework. Non-Standard Assets and reputational damage. (“NSA”) are no longer permitted and only a very limited number of customers hold legacy NSA. Financial crime risk: The risk that The Group operate extensive controls to mitigate the risk of customers and/or the Group are a victim of financial crime, including thorough policies, procedures, due financial crime, including money laundering, diligence, screening and training (at outset and ongoing). terror financing, cyber-crime and fraud. Advice risk: The risk that the Financial and/ Whilst there is inherent market risk, we operate extensive or Investment advice provided by Vesta or controls and oversight to mitigate the risk of poor advice. Defined IAL leads to customer harm, claims against benefit transfer advice is only provided by Vesta and in limited the business and reputational damage. circumstances and the vast majority are excluded as unsuitable at the initial triage stage. An independent third-party compliance firm also checks all files prior to completion of the advice process. Investment advice does not extend to high-risk investments. Annual Report and Audited Consolidated Financial Statements 2025 17
MANAGEMENT REPORT Risk category Key Risk Mitigating actions and controls Financial risk Inflation Risk: Inflation risk is the risk that We manage this risk through regular reviews of our revenue the value of the Group’s assets and revenue streams and customer charges. streams will be eroded by inflation. Market Risk: Market risk arises from For the pension business, market risk is primarily borne by the fluctuations or volatility in capital markets, underlying customers as pension administration fees are fixed interest rates and customer confidence. sterling charges. We manage this risk across the non-pension business through diversification and by regular monitoring of market conditions. The Group is exposed to interest rate risk primarily through its Kartesia facility, which bears interest at SONIA plus a margin subject to a leverage ratchet. The Group benefits from a natural hedge as treasury income earned on client cash balances is also linked to prevailing interest rates, partially offsetting movements in facility interest costs. The Board monitors interest rate exposure actively and remains committed to maintaining a conservative leverage profile. Credit Risk: Credit risk arises from We mitigate this risk through contractual agreements with our the possibility that customers, market customers, by setting credit limits, and by conducting thorough due counterparties or banks used by the Group diligence on our counterparties. may default on their obligations. The treasury function introduced this year for the pensions business has further mitigated this risk for customers, as deposits are spread across a number of ‘’investment-grade’’ banks with strong credit ratings. Liquidity Risk: The risk that the Group Liquidity risk is managed by maintaining a balance of liquid assets does not have readily realisable financial and monitoring cash flow forecasts, to ensure the Group and its resources to enable it to meet its obligations subsidiaries have sufficient realisable resources to meet their as they fall due. obligations as they fall due. TCFD risk The Company has also considered Climate Related Risks and these are included on pages 22 to 23 as part of the Climate Related Financial Disclosures. monitoring of key metrics immediately the underlying SIPP administration INTERNAL CONTROL post integration for new acquisitions. system and the implementation of the FRAMEWORK Whilst the existing governance treasury function. This has helped the The Group maintains a robust internal and control processes remains business to apply consistent controls control framework that encompasses proportionate for the current business, across sites, including the Platinum detailed policies and procedures there is a commitment to further Acquisition. across all functions, and continuous enhance the risk, governance and monitoring of compliance with As at the balance sheet date we have control framework in 2026 in line with regulatory requirements. Our internal not identified any material controls the Group’s growth plans. controls are designed to identify and which have not operated effectively manage risks effectively, to ensure The financial control framework and there were no material issues compliance with applicable laws and includes robust financial policies previously reported. regulations, and to provide reliable and procedures, oversight by the Given the information included in this financial reporting and operational Group of each subsidiary’s financial report covering risk management and processes. operations and performance, and the Group’s internal control framework, continuous monitoring of compliance The Group’s monitoring of KPIs the Board are satisfied that the Group with regulatory requirements. From and Key Risk Indicators (“KRIs”) has in place effective internal controls a financial control perspective, in relating to service standards, service as at 31 December 2025. addition to third-party day to day performance, complaint levels and accounting support, the finance consumer outcomes all support function and expertise in the Group the assessment that the Group’s and the subsidiary businesses has administrative controls are effective. been enhanced materially in 2025. These KPIs and KRIs are reported Operational controls have also been to and overseen by the relevant enhanced, including the upgrade of subsidiary boards, with enhanced 18 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION CLIMATE RELATED FINANCIAL DISCLOSURES and the transition to a lower-carbon not yet been undertaken and this has INTRODUCTION economy may give rise to indirect been clearly set out in the report. The This section of the Annual Report risks and opportunities, including Board are aligned on strengthening its sets out the Group’s climate-related regulatory change, operational approach to climate-related risk and financial disclosures prepared with resilience, and evolving client and opportunities and improving the quality, reference to the recommendations stakeholder expectations. Adoption of depth and consistency of its climate- of the Task Force on Climate-related TCFD supports a consistent approach related disclosures over time. Financial Disclosures (“TCFD”), in to identifying and considering these accordance with the requirements of In preparing these disclosures, factors over time. the UK Listing Rules. The disclosures the Group has applied significant are intended to provide stakeholders The Group’s approach to climate- judgement and has relied on estimates with transparent and decision- related disclosure is being developed and assumptions where appropriate. useful information on how the Group on a proportionate basis, reflecting The disclosures reflect information identifies, assesses and manages the nature, scale and complexity of available at the balance sheet date and climate-related risks and opportunities. its operations, the limited level of will continue to evolve as the Group’s investment risk (as all investments approach to climate-related risk This is the Group’s first year of are selected by the client for the management and reporting matures. TCFD-aligned disclosure. The Group SIPPs business), and the low level of was exempt from the requirement to This disclosure represents an initial climate-related financial risk identified. report in line with the TCFD framework step in the Group’s climate-related The Group considers that TCFD will until October 2024, when it ceased reporting journey, and the Group will be a useful risk management and to be a non-revenue generating cash continue to align its reporting with the governance framework to enhance shell and acquired the InvestAcc TCFD framework and all applicable Board and management oversight, business. The disclosures in this supplemental guidance over time. support informed decision-making, TCFD report relate to the financial year We have attempted to explain our and facilitate the integration of 1 January 2025 to 31 December 2025. current position and we recognise that climate-related considerations into additional work is required. The Group The Group has adopted the existing enterprise risk management expects its approach to develop further TCFD framework to strengthen its processes. as data availability, internal capabilities understanding of climate-related To date, the Group has spent time and regulatory standards, including financial risks and opportunities that considering how best to integrate the implementation of IFRS S1 and may affect the long-term resilience TCFD within the existing governance IFRS S2, continue to evolve. of the business, and to provide a arrangements, identifying relevant structured and widely recognised basis The disclosures that follow address climate-related risks and agreeing for climate-related reporting. the four core pillars of the TCFD how climate related risk management framework–Governance, Strategy, The Group is not exposed to will be incorporated into the Group’s Risk Management, and Metrics environmental matters that are likely to existing risk management framework and Targets–and should be read in have a material financial impact on the during 2026. Certain aspects of the conjunction with the Group’s principal business, nor is it exposed to climate- TCFD recommendations, including risks, governance disclosures and related risks associated with lending quantitative scenario analysis, detailed strategy sections elsewhere in this or underwriting activities. However, the financial impact assessment and Annual Report. Group recognises that climate change expanded metrics and targets, have Annual Report and Audited Consolidated Financial Statements 2025 19
CLIMATE RELATED FINANCIAL DISCLOSURES TCFD SUMMARY TABLE: Level of Disclosure Location in Annual TCFD Pillar TCFD Recommended Disclosure (FY25) Summary of Approach Report a) Describe the Board’s oversight Disclosed Board oversight of climate-related TCFD – Governance of climate-related risks and risks will be embedded within the section, page 21 opportunities existing governance and risk oversight Corporate arrangements. Governance Report, pages: 32 to 33 Governance b) Describe management’s role in Disclosed Senior management responsibilities TCFD – Governance assessing and managing climate- for identifying and managing climate- section, page 22 related risks and opportunities related risks have been allocated and will be integrated within the existing governance framework. a) Describe climate-related risks Disclosed Relevant climate-related risks have TCFD – Strategy and opportunities identified over been identified. section, page 22 the short, medium and long term b) Describe the impact of climate- Partially The impact of climate related risks TCFD – Strategy related risks and opportunities on disclosed of the business has not yet been and Risk the organisation’s businesses, considered given the early stage of Management Strategy strategy and financial planning adoption. section, pages: 22 to 23 c) Describe the resilience of the Not yet Quantitative climate-related scenario Not yet disclosed organisation’s strategy, taking disclosed analysis has not yet been undertaken. into consideration different The Group intends to develop its climate-related scenarios approach to scenario analysis over time in a proportionate manner. a) Describe the organisation’s Disclosed Climate-related risks have now been TCFD – Risk processes for identifying and identified, and they are being assessed Management assessing climate-related risks through the existing risk management section, pages: 22 process. Analytics and data is currently to 23 limited. b) Describe the organisation’s Partially Management of climate-related risks is TCFD – Risk processes for managing climate- disclosed being integrated within the existing risk Management Risk Management related risks mitigation and monitoring processes. section, pages: 22 to 23 c) Describe how processes for Disclosed Climate-related risks are now TCFD – Risk identifying, assessing and considered alongside other principal Management managing climate-related risks risks within the Group’s risk section, pages: 22 to are integrated into overall risk management framework. 23 Principal Risks, management pages: 16 to 18 a) Disclose the metrics used to Not yet The Group has not yet finalised the Not yet disclosed assess climate-related risks and disclosed metrics it will adopt. opportunities b) Disclose Scope 1, Scope 2 and, Partially Scope 1 and 2 emissions are being TCFD – Metrics and if appropriate, Scope 3 GHG disclosed assessed. Scope 3 emissions have not Targets section, Metrics and Targets emissions yet been calculated. pages: 23 to 24 c) Describe the targets used to Partially The Group has not yet set climate- TCFD – Metrics and manage climate-related risks and disclosed related targets. Target setting will be Targets section, opportunities considered as the Group’s approach pages: 23 to 24 matures. 20 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION GOVERNANCE Board oversight of climate related risks and opportunities The Board has overall responsibility for the oversight of climate-related risks and opportunities and for ensuring that these are considered, where relevant, as part of the Group’s strategy, risk management and governance arrangements. Climate- related matters are addressed within the Group’s existing governance framework and sustainability is on the Board’s standing agenda. The Board’s oversight of climate-related matters is supported by its Committees in line with their existing remits. This approach is intended to support effective and proportionate governance and embed climate-related considerations within established processes. During the reporting period, the Board and its Committees: Prepared for the first TCFD disclosure. Made updates to our governance documentation to incorporate TCFD recommendations, including updates to our committee Terms of Reference, board calendar and governance calendar. Risk related work: identified and assessed the potential impact and likelihood of climate related risks, considering how best to manage and track these risks through the governance structure. Agreed appropriate Scope 1 & Scope 2 metrics. Reviewed and approved the disclosure included with the Financial Statements. Board and Board Committee roles and responsibilities Body Key climate-related roles and responsibilities Overall accountability for oversight of climate-related risks and opportunities. Included on the standing agenda for discussion by the board at least three times a year Board Considers climate-related matters within broader discussions on strategy, risk and long-term resilience, where relevant Reviews and approves TCFD-aligned disclosures included in the Financial Statements Supports the Board in overseeing climate-related risks and opportunities and the development of strategies to manage the risks identified Risk Committee Reviews how climate-related risks are identified, assessed and integrated into the Company’s risk management framework Oversees the integrity, clarity and consistency of climate-related disclosures within the Financial Statements Audit Committee Reviews the processes, controls and judgements applied in preparing climate-related information, including metrics Considers alignment between climate-related disclosures and financial and risk reporting We will keep under review whether climate-related considerations may be reflected in executive Remuneration Committee remuneration over time, as metrics and data mature We will consider climate-related skills and experience as part of Board succession planning and the Nomination Committee Board skills and capabilities assessment Annual Report and Audited Consolidated Financial Statements 2025 21
CLIMATE RELATED FINANCIAL DISCLOSURES Management’s role in assessing and managing climate-related risks and opportunities Management of our climate related risks and opportunities sits with our Executive Committee. The Executive Committee oversees the Group’s approach to climate-related risk management and disclosure, ensuring alignment with the Group’s strategy, risk appetite and existing governance processes. Responsibility for the delivery of this approach is supported through the Group’s existing management structures, with climate-related considerations considered within established risk management and reporting processes. Day-to-day activities are undertaken by management functions in line with their respective responsibilities, as summarised in the table below. Role Climate-related roles and responsibilities Overall management accountability for climate-related risks identification and management Oversees implementation of the Group’s climate-related risk management and disclosure Executive Committee approach Ensures alignment with strategy and risk appetite Day-to-day oversight of climate-related risk identification, assessment and management Integrates climate-related risks into the enterprise risk management framework Chief Risk Officer (“CRO”) Reports on climate-related risks and opportunities to the Executive Committee on an ongoing basis and Risk Committee at each periodic meeting Coordinates the preparation of climate-related disclosures Finance function Applies appropriate judgements, assumptions and controls to climate-related information Ensures consistency between climate-related disclosures and financial and risk reporting Strategy The Group recognises that climate change and the transition to a lower-carbon economy may give rise to indirect risks and opportunities, including regulatory change, operational and financial resilience risks and evolving client and stakeholder expectations. To ensure we effectively respond, we have identified a range of climate-related risks. These include physical risks, which can be caused by changes in the climate. These may be event driven, through the increased frequency and severity of extreme weather events such as floods, or longer term shifts in climate patterns such as rising sea levels. There are also transitional risks as we shift toward a lower-carbon, sustainable future. This is expected to involve changes to regulation, law, technology and client and stakeholder attitudes. We have identified key climate-related risks to support our understanding and ongoing assessment of the impact that climate change could have on our business. For a description of those risks, the time frames across which they will occur (where known), the currently expected impact (where known) and mitigations we have or will put in place to manage them, please see the table below. Risk Management There is a strong risk management framework in place, providing clear oversight of current and emerging risks throughout the business as disclosed on page 16. Climate-related risks will now be considered alongside other principal risks, with specific focus under the sustainability category within the risk appetite framework, the risk appetite framework is tabled to Risk Committee meetings at each meeting. As with other existing and emerging risks, climate risks are primarily identified through in-house exercises of horizon scanning from an external perspective and customer and staff engagement internally. Once potential risks are assessed, mitigating actions are agreed and, where appropriate, these risks are added to the risk register and tracked through the governance structure. As we further develop our assessment for climate-related risks, relevant KRIs and metrics will be reported at Board level, along with commentary on how climate risk impacts the business and any changes during the reporting period. Please refer to the Risk Management section, pages: 16 to 18 for further information regarding the risk management framework. The TCFD risks and mitigating actions are set out below. Key Risk Mitigating actions and controls Physical risk – extreme weather As the Group’s offices are based in non-coastal UK areas, the likelihood of material impact for our events, such as flooding, could operations from flooding is likely to be low in the short to medium term. We continue to assess other impact the ability to continue to potential scenarios, alongside key third parties and our business continuity and operational resilience deliver business operations. planning, to ensure we can continue to effectively mitigate the effects of climate related events. 22 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Key Risk Mitigating actions and controls Transition risk – Market risk - Research suggests that the impact of climate change could be significant on aggregate market value. Climate change has the potential The impact and mitigating actions referenced in the broader market risk identified in the key risks to adversely impact the value of set out on pages: 17 to 18 continue to apply however the evolution of this risk will continue to be financial markets in the long term monitored and assessed. Transition risk – Legal and The Group conducts regular horizon scanning and reviews regulatory publications on an ongoing regulatory risk – the risk that basis and will comply with all relevant climate-related regulatory requirements, ensuring the cost of legal, regulatory and disclosure any change is understood and controlled obligations increase Transition risk – Reputational We will continue to develop and enhance our approach to mitigating the risks of climate change risk – the risk that clients or and this will be embedded within our risk management framework, and included within our ongoing stakeholders perceive that our horizon scanning, so that we continue to adapt as the risks evolve. approach to climate change is inadequate TARGETS AND METRICS Metrics The Group uses greenhouse gas emissions as the climate-related metric to measure climate-related risks. At this time, the Group does not have metrics for measuring climate-related opportunities. The Group has commenced work to assess its operational greenhouse gas (“GHG”) emissions, with an initial focus on Scope 1 and Scope 2 emissions, calculated in accordance with the Greenhouse Gas Protocol (“GHG Protocol”). As this is the Group’s first year of reporting GHG emissions, no comparative information is presented. The Group has prepared its emissions data in accordance with the GHG Protocol Corporate Accounting and Reporting Standard as applicable. Emissions have been calculated using the UK Government’s published emission conversion factors for GHG reporting for the year ended 31 December 2025. The organisational boundary has been defined using the financial control approach, as defined by the GHG Protocol, including our owned and leased assets where we can influence how spaces and vehicles are utilised. Given difficulty in obtaining necessary data, the M&A strategy of the Group and to set a clear and consistent precedent to be used going forward, the Directors have agreed that acquisitions are to be excluded from climate related metrics calculations in the year of acquisition. As such, the Scope 1 and 2 data presented excludes the GHG emissions from the Platinum business (noting that the date of the Platinum acquisition was close to the year-end). Using this approach, the organisational boundary includes all the subsidiaries within the Group financial statements, except with respect to the Platinum business. All conversion factors have been sourced from the UK’s Department for Business, Energy & Industrial Strategy. Emission factors applied are defined on a metric-by-metric basis. Unless otherwise specified, the latest data published by the relevant emissions factor provider is applied to the reporting year. Scope 1 emissions Scope 1 emissions comprise direct GHG emissions from sources owned or controlled by the Group, which is: emissions on boilers and the fuel usage on our five vehicles (two of which are hybrid and three fully electric). For the year ended 31 December 2025, the Group’s Scope 1 emissions were: 5.9 tCO2e. Scope 2 emissions Scope 2 emissions comprise indirect GHG emissions from the generation of purchased electricity consumed by the Group. The Company calculated its Scope 2 emissions using the location based method, as set out under the GHG Protocol. For the year ended 31 December 2025, the Group’s Scope 2 emissions were: 17.2 tCO e. 2 For the year ended 31 December 2025, total combined Scope 1 and Scope 2 emissions were: 23.1 tCO e. 2 Estimation and data quality Where primary data was unavailable, the Group has applied reasonable estimates based on metered data and mileage records. The Group continues to enhance its data collection processes. As this is the first year of disclosure, the current year will serve as the baseline against which future performance will be measured, although base year re-calculations will be required in accordance with the GHG Protocol should there be significant structural changes to the Group, which is expected given the M&A strategy. At this time, the Group does not have sufficient data to disclose its Scope 3 emissions. Quantitative climate-related scenario analysis has not yet been undertaken. As a result, the Group does not currently use climate-related metrics to assess the resilience of its strategy under different climate-related scenarios. Annual Report and Audited Consolidated Financial Statements 2025 23
Targets The Group has not yet set climate-related targets, including emissions reduction or net zero targets. Target-setting will be considered in future reporting periods, informed by the further development of climate-related metrics, improved emissions data and the Group’s evolving understanding of climate-related risks and opportunities. The Group is monitoring developments in sustainability reporting requirements, including the implementation of IFRS S1 and IFRS S2, and intends to enhance its approach to climate-related metrics and targets over time in a manner that remains proportionate to the nature, scale and complexity of its business. 24 InvestAcc Group Limited
GOVERNANCE
CHAIR’S INTRODUCTION TO GOVERNANCE Our Board and committee (“INEDs”) in late 2024: Giovanni membership, including roles and Castagno, who holds the position of responsibilities are set out on Senior Independent Director, Helen pages 30 to 33. Copinger-Symes, who holds the position of the Workforce Director, The Company’s compliance with the and Martin Potkins, strengthened the UK Corporate Governance Code is Company's governance arrangements set on page 35. and provided the Board with highly Pages 36 to 37 provide an overview credible and experienced independent of the key governance activities Directors who provide expertise in undertaken by the Board in the year. areas critical to the Company as it Reports of the Audit Committee, seeks to execute its stated strategy. Remuneration Committee, Risk STRATEGY DAY Committee and Nomination Mark Hodges Committee are set out from page 43. We held our first strategy day in June CHAIR 2025, which provided a dedicated OUR BOARD’S ACTIVITIES opportunity for the Board to review and The Board is responsible for the INTRODUCTION refine the Group’s strategic priorities. governance structure of the Company, I am pleased to present this Given the recent appointments to the and we believe that our clear and Corporate Governance Report to our Board, the day also served to outline robust governance framework provides shareholders, which sets out the key and reaffirm the Group’s strategy, an effective structure for leadership, areas considered by the Board and assess future growth opportunities and decision-making and oversight, its committees during the year ended review developments in the market and enabling the Board to set and deliver 31 December 2025. regulatory landscape, including key the Group’s strategy against a macro-economic trends as well as the backdrop of its defined risk appetite, As highlighted in my statement on key challenges. purpose, culture and behaviours. page 8, 2025 saw the Group deliver Strong corporate governance is strong results through organic The Board discussed M&A opportunities integral to supporting the success growth, successful completion of a and pipeline and the targeted future of the Company and generating second acquisition and investment in design of the Group, facilitating an value for shareholders while fulfilling strengthening group-wide capabilities. in-depth discussion around the key responsibilities to all stakeholders. strategic risks and their mitigations. 2025 was our first full year following The Directors are responsible for the completion of the InvestAcc Acquisition The strategy day also provided an Company’s day to day management, in October 2024. During the year we opportunity for the INEDs to engage which includes, amongst other things, implemented an annual Board and directly with senior executives and formulating strategy and policies and committee cycle to support effective functional leaders, deepening their setting and achieving the Company’s oversight and forward planning and understanding of the business’s objectives. Each Director has a duty embedded the operation of our four operations, building key relationships to the Company in exercising their board committees: Audit Committee, and providing wider context and powers and performing their duties, to Risk Committee, Remuneration operational detail. The outputs from the act honestly and in good faith in the Committee and Nomination Committee session informed the Board’s ongoing best interests of the Company. in conjunction with the adoption of the oversight of strategy execution and UK Corporate Governance Code. operational priorities and a further We believe it is important that we have strategy day is planned for June 2026. the right balance of skills, knowledge Key information on our Board and and experience on our Board to lead Governance framework is included on the Group. The addition of our three the following pages: Independent Non-Executive Directors 26 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 2025 OPERATIONAL PRIORITIES The operational priorities on which Enhancing the organic growth Ongoing M&A activity, seeking the Board have focussed during opportunities through the to identify and pursue further the year and in the period to date InvestAcc operating business acquisition opportunities include; Establishing robust and effective Enhancing Board reporting and treasury management to governance structures including Fully integrating the InvestAcc safeguard assets and enhance the adoption of the Directors’ operating business, building returns Remuneration policy, work resource capacity and on ESG related matters and infrastructure Completion of the migration of the establishment of a Group the Platinum business, including Diversity & Inclusion policy appropriate infrastructure and resourcing How we’ve delivered on our 2025 Governance Priorities: Our 2025 Governance Priorities How we delivered on these Continue to critically evaluate M&A, integration and resourcing was discussed by the Directors throughout the acquisition opportunities and seek a year, as illustrated on the board governance calendar on pages 36 and 37 well pipeline of highly attractive targets, as at our strategy day in June (as set out above). applying rigour to the assessment of On 27 March 2025, it was announced that the Company had agreed to acquire suitability, diligence, risk and pricing. the Platinum business, for a maximum consideration of up to £25m. This was Ensure appropriate skills, capacity and the first acquisition completed by the Company since the appointment of INEDs experience to successfully integrate the and was majority financed via the Facility. Given the Platinum Acquisition’s size targets identified, and embed oversight and strategic importance alongside the Board’s collective responsibility, the at Board level of the operations of those Board held an additional meeting in March to focus solely on the background processes. and rationale of the acquisition, seeking input from both the executive team and external advisers. At that meeting, the Board established a committee comprising both Non- Executive Directors and Executive Directors with the full power of the Board to finalise the relevant documentation oversee the completion process. Further meetings were held by the established Board committee and informal updates were provided to the Board on the progress of the transaction. In addition, an additional Board meeting was held in October shortly before completion to discuss completion of the acquisition covering: status of the migration, customer impact and proposition enhancements, risk management, project appraisal and completion mechanics. Throughout the process, the Board has carefully considered the potential impact of the acquisition on our customers, people, shareholders and the requirements of the regulator. The Board have also approved a resourcing plan during the year, which reflects the Group’s growth ambitions. Continue to challenge the composition Our annual board review process took place in Q4 2025 a year on from the of the Board as the business evolves appointment of the INEDs. Details of our Board evaluation process, including over the coming year to ensure it agreed actions, are detailed on page 50. provides the skills, experience and We’ve adopted a Group Diversity and Inclusion policy, demonstrating our expertise required to support the commitment to building a diverse and inclusive business. Please see page 50 business in its strategy execution for further details. Evaluate the Board’s performance and look to identify areas to improve or enhance, be that through information flows, composition or training. Embed the operation of the Board’s The committee Chairs and I worked closely with the executive management committees, ensure open and regular team in the year to enhance and refine the information produced for the Board dialogue between the committee Chairs and its committees. and their executive management As described above, the strategy day provided an excellent opportunity for the counterpart, enhance the annual cycle of INEDs to build stronger relationships with the wider senior management team. the committees and further enhance the detail and information flows most relevant to each committee in its operation. Annual Report and Audited Consolidated Financial Statements 2025 27
Our 2025 Governance Priorities How we delivered on these Consider, understand and, where A full review of the Group’s policies and procedures was undertaken in the year required, formalise information flows and enhancements made as appropriate. required to meet the enhanced The Executive Committee established a Treasury and Liquidity Committee, and disclosure requirements under all a formal treasury and liquidity policy has been put in place and approved by the applicable rules and regulations Board. impacting the Company, for example, in respect of ESG matters, and further We remain committed to developing a comprehensive ESG strategy that aligns develop internal policies and procedures with our business values, the expectations of our stakeholders, and the evolving to support these requirements. regulatory and societal landscape and accordingly ESG is regularly discussed at Board level. The Executive Committee plays a vital role in oversight of our approach to ESG, considering ESG related matters and performance as part of its standing agenda. Work commenced on an ESG policy, and the Company has progressed its adoption of TCFD as set out in the TCFD Report on page 19. Encourage open and regular During the year, myself and Will Self have with met with our shareholders. dialogue with shareholders and other Formal presentations were prepared and presented following the publication of stakeholders to ensure a thorough both the 2024 annual results and 2025 interim results to discuss the Company’s understanding of the business and its performance, strategy and outlook and provide an update on trading and M&A. activities over the coming year We remain committed to maintaining regular, transparent engagement with our shareholders and look forward to meeting again following the publication of this Annual Report. The team are available to meet shareholders as may be required on an ad-hoc basis, alongside the formal presentations prepared in conjunction with the Financial Statements and all Directors will be available to speak with shareholders at the Company’s inaugural annual general meeting (“AGM”). Annual General Meeting Our first AGM will be held on 26 March 2026, following the release of this Annual Report and will be held at the Company’s UK Establishment office, 11 Buckingham Street, London. The AGM Notice and Circular has been published on the Company’s website. 28 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION LOOKING AHEAD: 2026 GOVERNANCE PRIORITIES As a Board we are committed to continuing to evolve our governance structure to best meet the needs of the business as it develops and continues to execute its strategy. Accordingly, the Board will: Continue to support the organic growth of the InvestAcc business, the integration of the Platinum business and development of their services and product offering. Continue to critically evaluate acquisition opportunities and continue to assess our pipeline of highly attractive targets, applying rigour to the assessment of suitability, diligence, risk and pricing. Ensure appropriate skills, capacity and experience to successfully integrate the targets identified, and embed oversight at Board level of the operations of those processes. Continue to challenge the composition of the Board as the business continues to evolve to ensure it provides the skills, experience and expertise required to support the business in its strategy execution and implement the recommendations from the Board’s first board evaluation as disclosed on page 50. Continue to encourage open and regular dialogue between the committee chairs and their executive management counterpart, refine the annual cycle of the committees and further enhance the detail and information flows most relevant to each committee in its operation. Continue to encourage open and regular dialogue with shareholders and other stakeholders to ensure a thorough understanding of the business, its activities and ongoing ambitions. Further evolution of the Group’s approach to ESG including climate-related considerations aligned to TCFD. Mark Hodges Chair 18 March 2026 Annual Report and Audited Consolidated Financial Statements 2025 29
BOARD OF DIRECTORS Mark Hodges CHAIR Committee membership: Mark Hodges has over 30 years’ experience across financial services and consumer sectors, including FTSE 100 board experience with Centrica plc and Aviva plc. He previously served as CEO of ReAssure where he led the £425m acquisition of Quilter’s UK Heritage business and oversaw the sale of ReAssure to Phoenix Group Holdings in 2020 for £3.25bn. At the time of sale, the business managed approximately £80bn of assets, served 4 million customers and employed around 2,500 people. Prior to this, Mark was CEO of Centrica’s £11bn revenue consumer division, including British Gas (UK), Bord Gáis (Ireland), Direct Energy (US) and Hive. Mark was hired to make the business more efficient, more customer-focused and less product-led, improving digital channels, growing new revenue streams and driving cultural change. The Hive customer base grew from c.200,000 to over 1.3 million during Mark’s tenure. Earlier in his career, Mark led Towergate Insurance and spent over 20 years with Aviva (formerly Norwich Union), culminating as Group Board Director and Chief Executive Officer, Aviva UK. Date of appointment: 19 June 2022 Will Self CHIEF EXECUTIVE OFFICER Committee membership: Will Self has extensive experience in pensions and retirement services. He previously served as Chief Executive Officer of Curtis Banks Group PLC and, prior to that, Chief Executive Officer of Suffolk Life and Chief Commercial Officer of Cofunds (both part of Legal & General). During his tenure at Suffolk Life, Will led one of the SIPP industry’s early consolidation initiatives, integrating the Full SIPP book from Pointon York in 2012. He subsequently led the merger with Curtis Banks in 2016 and the subsequent integration to a single brand and operating model. In 2020, Will led the acquisition of Talbot and Muir for consideration of up to £25.25m. Will is a Trustee of the Seckford Foundation and Chair of the FCA Small Business Practitioner Panel. He holds an MBA from Cranfield School of Management. Date of appointment: 5 June 2023 Giovanni Castagno SENIOR INDEPENDENT DIRECTOR Committee membership: Giovanni (John) has over 45 years’ experience of working as an executive and non-executive with companies such as Legal & General, BUPA, Post Office Insurance, Tesco Bank, British Gas Insurance and Hastings Direct. John is currently Non-Executive Chair of Dignity Funerals Limited, Honorary Chair of Wide Group (Italy) and is the Senior Independent Director and Non-Executive Chair of risk for Markerstudy Group Holdings Limited. Date of appointment: 16 October 2024 30 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Audit committee Nomination Committee Risk Committee Disclosure Committee Remuneration Committee Committee Chair Helen Copinger-Symes INDEPENDENT NON-EXECUTIVE DIRECTOR Committee membership: Helen has over 35 years’ experience in financial services, initially in investment banking followed by an extensive career in institutional asset management focusing on investments for UK pension funds. She has worked for several global investment firms including Deutsche Asset Management, Invesco Perpetual, AllianceBernstein and State Street Global Advisors, in addition to a boutique hedge fund. Helen currently serves as an Independent Board Member for Nest Corporation and is a Trustee and Chair of the Investment Committee for DHL (UK) Foundation. She is also on the Advisory Committee for Catella APAM’s Strategic Equities Fund. Previously, Helen was Chair of the Pension SuperFund Holdings & Sponsor Boards and a Trustee for the Rifles Regimental Museum Trust. Date of appointment: 16 October 2024 Martin Potkins INDEPENDENT NON-EXECUTIVE DIRECTOR Committee membership: Martin is a highly experienced senior executive with 35 years’ experience and particular expertise in financial services, specifically life & pensions, general and health insurance. His most recent executive role was as interim CFO for Bupa where he continues to chair the UK DB pension scheme and the Bupa Global subsidiary based in Ireland and serving customers across the EU. Martin has significant experience of complex change in a variety of different scenarios, from established businesses (based in the UK and worldwide) impacted by regulatory change, to acquisitive concerns requiring structural transformation and cultural change. Date of appointment: 16 October 2024 James Corsellis NON-EXECUTIVE DIRECTOR Committee membership: James brings extensive public company experience as well as management and corporate finance expertise across a range of sectors and an extensive network of relationships with co-investors, advisers, and other business leaders. Previously he has served as a non-executive director of BCA Marketplace, Advanced Computer Software, and Breedon Aggregates; Chair of Entertainment One; and as CEO of icollector Plc. James is currently Managing Partner of Marwyn Capital LLP and Chief Investment Officer of Marwyn Investment Management LLP, an executive director of Silvercloud Holdings Limited and Palmer Street Limited, the Chair of Marwyn Acquisition Company III, and a director of 450 Plc and MAC Alpha Limited. Date of appointment: 31 July 2020 Antoinette Vanderpuije COMPANY SECRETARY Antoinette has extensive experience supporting private and public companies in finance, company secretarial and operational matters. She has advised on numerous UK and cross-border M&A transactions across a range of sectors, including online retail, transport, media, chemicals, software, services, manufacturing and distribution. Antoinette is a member of Marwyn’s Investment Committee and previously led Marwyn’s in-house administration business. She is a Chartered Accountant and Chartered Tax Adviser and holds a BA from University College London. Annual Report and Audited Consolidated Financial Statements 2025 31
GOVERNANCE FRAMEWORK Our governance framework and a clear division of responsibilities enables the Board to operate effectively, fulfil its responsibilities and provide valuable oversight. THE BOARD The Board is responsible for promoting the long-term, sustainable success of the Company through seeking to generate value for shareholders while fulfilling responsibilities to all our stakeholders. This includes setting the Group’s strategic priorities and monitoring management’s performance against those priorities, setting the Group’s risk appetite and ensuring effective controls are in place, monitoring compliance with corporate governance principles and upholding the purpose, culture, values, and ethics of the Company. BOARD’S COMMITTEES AND THEIR RESERVED MATTERS The Board delegates authority to the Board Committees which are responsible for maintaining effective governance. The specific responsibilities of the Board’s Committees are set out in their terms of reference available on our website at www.investaccgroup.com AUDIT COMMITTEE RISK COMMITTEE Responsibility for, among other things, the monitoring of Responsibility for, among other things, advising the Board the integrity of the Group’s financial statements and the on risk appetite, tolerance and strategy (including the involvement of the auditors in that process. It focuses likelihood and impact of principal risks materialising, and in particular on compliance with accounting policies, seeking assurance on specific risks), and monitoring the reviewing internal financial controls, and ensuring the effectiveness of the Group’s risk management and internal effectiveness of the external audit, including considering control systems (including overseeing and seeking the scope of the annual audit, and the extent of the assurance regarding the adequacy and effectiveness of non-audit work, undertaken by external auditors and processes and procedures to manage risk and the internal advising on the appointment of external auditors. control framework). THE NOMINATION COMMITTEE THE REMUNERATION COMMITTEE Responsibility for, among other things, considering Responsibility for, among other things, setting the and making recommendations to the Board in respect remuneration strategy of the Group, the determination of appointments to the Board, the Board committees of remuneration generally, and specific remuneration and the chairmanship of the Board committees. It is packages, for each member of the Board and senior also be responsible for keeping the structure, size and management, reviewing the ongoing appropriateness composition of the Board under regular review, and for and relevance of the remuneration policy, and making recommendations to the Board with regard to establishing new long term incentive plans or other any changes necessary. performance related schemes. THE DISCLOSURE COMMITTEE Responsibility for, among other things, the ongoing compliance of the Group with the Market Abuse Regulation and overseeing the process by which information that is likely to have a significant impact on the Company’s financial instruments is disclosed publicly. The Disclosure Committee is also responsible for deciding whether information is “inside information”, and whether the disclosure of inside information can be delayed, for approving and/or preparing certain disclosures/statements, and managing communications with relevant regulatory bodies. 32 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION DIVISION OF RESPONSIBILITIES Mark Hodges CHAIR The Chair provides leadership to the Board, ensuring its effectiveness and alignment with the company’s purpose, values, and strategy. The Chair is responsible for setting the Board agenda, with a focus on strategy, performance, and accountability, while fostering a culture of openness, integrity, and constructive debate. The Chair overseas the Company’s governance framework, ensuring it meets the needs of the business and wider stakeholders, and supports value creation. Through effective leadership of Board meetings, the Chair facilitates collaboration amongst the directors, and ensures decisions are well-informed and timely, striving to collaboratively manage relationships with the CEO, other Directors, and key stakeholders, promoting trust, respect, and mutual understanding. Giovanni Castagno Helen Copinger-Symes SENIOR INDEPENDENT DIRECTOR (“SID”) WORKFORCE DIRECTOR The SID supports the Chair and Board, acting as a The designated Independent Non-Executive Director sounding board and intermediary for directors and responsible for workforce engagement acts as a vital shareholders. The SID ensures the Chair considers link between the Board and employees, ensuring that shareholder views, focuses on succession planning, and the workforce’s views, experiences, and interests are leads the Chair’s performance evaluation. The SID will effectively represented in Board discussions and strategic chair meetings without the Chair present, particularly decisions. where relating to performance appraisal or succession The Workforce Director is responsible for gathering insights discussions, and are available to shareholders for on employee sentiment, satisfaction, and culture, bringing unresolved concerns. these perspectives into the Board’s consideration of strategy, policy, and organisational development. Will Self Antoinette Vanderpuije CHIEF EXECUTIVE OFFICER (“CEO”) COMPANY SECRETARY The Group CEO has overall accountability for the The Company Secretary supports the Board of Directors development and execution of the Group’s strategy in line in ensuring the Company’s ongoing compliance with legal with the policies and objectives agreed by the Board, as and regulatory requirements, including the Company’s well as the operational effectiveness and profitability of the adherence to the UK Listing Rules. Group. The Group CEO leads the Executive Committee. The Company Secretary is the primary advisor to the Board Will Self has been in the role of CEO since 6 June 2023 on governance matters, supporting the Company with and led the executive team through the acquisitions and its compliance with the UK Corporate Governance Code subsequent integrations. Will has driven the expansion and the ongoing management of a corporate governance of the executive team, the identification of further M&A framework and annual calendar. opportunities and development of the enlarged group’s culture and values. Annual Report and Audited Consolidated Financial Statements 2025 33
34 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION UK CORPORATE GOVERNANCE CODE The Board is committed to maintaining high standards of corporate governance. The Company complies with the UK Corporate Governance Code (“Code”), so far as practicable. The Company has adopted the 2024 UK Corporate Governance Code, which is available at https://www.frc.org.uk. Code principle Page reference Board leadership and company purpose 8 to 13 and 26 to 31 Division of responsibility 32 and 33 Composition, succession and evaluation 49 and 50 Audit, risk and internal control 16 to 18 and 43 to 45 Remuneration 51 to 59 The Board has previously disclosed, including in the prospectus published at the time of re-admission, certain areas where the Company does not comply with specific provisions of the Code. A number of these positions remain unchanged and are summarised below, together with the Board’s rationale. The Chair is not independent Provision 9 of the Code recommends that a Chair should be independent on appointment. The independence of a Chair is assessed against criteria set out in Provision 10 of the UK Corporate Governance Code which includes, amongst other things, whether a Director participates in a company’s share option or performance related pay scheme. On appointment, the Company’s subsidiary issued Mark Hodges with incentive shares pursuant to a long-term incentive plan (“LTIP”) and therefore the Board does not consider him as independent on appointment. The Board considers that the Chair demonstrates objective judgement and effective leadership of the Board. The Board includes three independent non-executive directors, with Giovanni Castagno appointed as Senior Independent Director who is also available to shareholders. The Board is satisfied that suitable governance mechanisms are in place to ensure balanced decision-making. Remuneration for Non-Executive Directors includes share options Provision 34 of the Code recommends that the remuneration for Non-Executive Directors should not include share options or other performance-related elements. The Company’s subsidiary has issued incentive shares pursuant to its LTIP to Mark Hodges (as noted above) and James Corsellis. In the case of James Corsellis, his interest in incentive shares is held indirectly through his interest in Marwyn’s long term incentive vehicle, Marwyn Long Term Incentive LP (“MLTI”). The LTIP was designed to align directors’ interests closely with long-term shareholder value creation and has been in place since the Company’s formation. The Directors’ Remuneration Policy sets out the components of the Directors’ remuneration as detailed on pages 54 to 56. No discretion in relation to LTIP outcomes Provision 37 of the Code recommends that remuneration schemes and policies should enable the use of discretion to override formulaic outcomes. The terms of the LTIP, as described in note 29 to these Financial Statements and as set out at the time of the Company’s listing, will result in remuneration being awarded based on pre-determined formulas, and therefore, there is no discretion in relation to LTIP outcomes. The Board considers that this structure provides transparency and clarity to participants and shareholders and is wholly aligned with the delivery of shareholder value. Changes during the year The Company was not compliant with Provision 32 of the Code as Helen Copinger-Symes had not previously served as a member of a Remuneration Committee, contrary to the recommendation that before appointment as Chair of the Remuneration Committee, the appointee should have served on a Remuneration Committee for at least 12 months. The Board was however satisfied that Helen has the experience and skills required to perform this role and during 2025, Helen attended a Remuneration Committee workshop and update session. Helen has now served as Chair of the Remuneration Committee for over 12 months, and as such the Company is now compliant with this provision of the Code. Annual Report and Audited Consolidated Financial Statements 2025 35
BOARD ACTIVITIES JANUARY FEBRUARY Consideration and review of: Consideration and review of: M&A, strategic projects & integration M&A, strategic projects & integration FY24 financial reporting, including annual report, supporting Draft inaugural consolidated Annual Report, reflecting the papers, financial reporting calendar completion of the Company’s platform acquisition. Key accounting estimates and judgements including PPA workstream. Fee review across all clients Approval of: Approval of: Variable remuneraton re FY24 CEO KPIs Creation of a high quality group wide treasury function Group and subsidiary risk registers Treasury and liquidity policy and establishment of treasury Approach to ESG and adoption of TCFD and liquidity committee as a sub committee of the Executive Committee Financial procedures manual Diversity & Inclusion paper and requirement for group policy FY25 CEO KPIs JUNE SEPTEMBER Consideration and review of: M&A, strategic projects & integration M&A, strategic projects & integration Inaugural strategy day (as detailed on page 26) Discuss executive management performance ESG & TCFD update Approval of: Deep dive review of the Company's 2025 interim results, investor presentation and appointed representatives model to consider related RNS announcements commercials, regulatory compliance, risk management and oversight arrangements. Board evaluation process Approval of: Directors' Remuneration Policy Risk severity scoring methodology, Risk appetite framework & group strategic risk register 3 year plan Target leadership structure, including appointment of interim COO and HR director FY26 annual governance plan 36 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Strategy & Long - term Remuneration and direction workforce matters Financial performance, Risk management reporting & controls and internal control Governance, board ESG and stakeholder effectiveness and culture engagement MARCH APRIL MAY Consideration and review of: Approval of: M&A, strategic projects & integration M&A, strategic projects & integration FY24 Annual Report, Q1 2025 trading update, related Strategy day planning announcement and investor FY24 financial reporting- additional presentation. papers and discussion with audit partner Audit debrief and meeting with Senior management FY25 KPIs Group audit partner. Investor roadshow feedback Approval of: Acquisition of AJ Bell's Platinum SIPP and SSAS business and acquisition facility with Kartesia. OCTOBER NOVEMBER DECEMBER Consideration and review of: Project appraisal of Completion of Platinum Platinum Acquisition, Acquisition M&A, strategic projects & integration including integration update Board evaluation results, leadership of the business and succession planning Group governance documents and governance arrangements across the Group's subsidiaries, including assessment of compliance with the UK Corporate Governance Code Workforce Director role, reflecting on FY25 and looking ahead to key objectives for the year ahead FY25 Annual Report, including: including audit planning, draft annual report and supporting papers and PPA workstream Draft ESG policy Investor roadshow feedback Approval of: Diversity & Inclusion Policy Updated Group policies and procedures, including revised Financial Position and Prospects Procedures manual Approval of FY26 budget Annual Report and Audited Consolidated Financial Statements 2025 37
BOARD ACTIVITIES BOARD SKILLS AND EXPERIENCE The Code recommends that the Board and its committees should have a combination of skills, experience and knowledge. The Nomination Committee, on behalf of the Board, evaluates Board composition with these factors in mind. To assist the Board and Nomination Committee, a skills and experience matrix for our Board is maintained and is assessed by the Nomination Committee at least annually. Skills and experience Leadership Strategy, M&A and integration Customer Financial expertise Risk, governance and regulation Technology and digital People and culture Sustainability and climate Sector expertise Directors with more than three years experience as a director BOARD DIVERSITY We are committed to fostering a diverse and inclusive Board that reflects the broad perspectives, experiences and skills required to effectively guide our business and create sustainable value for all stakeholders. We acknowledge that we have not yet met the recommended targets for Board diversity as outlined by the FCA, given that our Board is majority male, with the roles of CEO, Chair and SID all being held by males. Board and senior management diversity is something that we are committed to improving over time, the first step being the Board’s adoption of a Diversity and Inclusion policy as described above. Disclosure requirements specified under UK Listing Rule 22.2.30R(2) are included in the Directors’ Report. INDUCTION, TRAINING AND DEVELOPMENT The Company continues to support the continued development of all our people, and this includes the Board and executive management team. During the year, Helen Copinger-Symes attended training to support with her role as Chair of the Remuneration Committee. As part the Company’s induction process for senior hires, background information on the business, including key governance and compliance documentation is provided alongside meetings with members of the Executive Committee and Board as relevant. As mentioned on page 26, the Company held its first strategy day which provided an opportunity to provide the Board with a detailed update on the wider macroeconomic and microeconomic environment including an overview of the regulatory landscape. 38 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION INDEPENDENT ADVICE All directors have access to the advice of the Group Company Secretary in relation to the discharge of their duties on the Board and any committees they serve on. Furthermore, any directors may take independent professional advice at the Company’s expense. During the year, none of the Directors sought to do so. BOARD AND COMMITTEE ATTENDANCE IN 2025 During 2025, 10 Board meetings were held, of which 7 were scheduled meetings and 3 were additional meetings called to approve certain strategic matters. If any directors are unable to attend a meeting, they can communicate their opinions and comments on the matters to be considered via the Chair of the Board or the relevant committee Chair. Time is scheduled for the Independent Non-Executive Directors and the Chair to meet without the members of the Executive Committee present. Nomination Remuneration Audit Board Committee Committee Risk Committee Committee 7 scheduled 7 scheduled 2 Meetings held (3 additional) 2 scheduled 6 scheduled 5 scheduled (1 additional) Mark Hodges 7/7 (3/3) 2/2 Will Self 7/7 (3/3) 1 Vinoy Nursiah 4/4 (2/2) Giovanni (John) Castagno 7/7 (3/3) 2/2 6/6 5/5 7/7 (1/1) Helen Copinger-Symes 7/7 (3/3) 2/2 6/6 5/5 7/7 (1/1) Martin Potkins 7/7 (3/3) 2/2 6/6 5/5 7/7 (1/1) James Corsellis 7/7 (3/3) 1. Vinoy Nursiah was appointed on 1 April 2025 2. A sub-committee of the Board was established as part of the Platinum Acquisition, the three meetings held by the sub-committee in respect of this acquisition have not been included in these subtotals. Annual Report and Audited Consolidated Financial Statements 2025 39
OUR CULTURE We foster a culture of openness, transparency and trust to facilitate an environment where ideas, opportunities and challenges are freely and constructively discussed and where every member of the team is empowered to contribute to our success. We are driven by achieving our stated strategy and delivering the best outcomes and services for our customers and all our stakeholders. The Board is responsible for establishing and promoting the desired culture throughout the Group. It sets clear expectations regarding ethical conduct, risk awareness and the importance of treating stakeholders fairly. The Board, supported by management, regularly assesses whether the Group’s culture aligns with its purpose, values and strategy through a range of mechanisms, including spending time in the business’s different office locations, receiving updates on employee turnover, customer retention, customer complaints and having appropriate whistleblowing procedures in place. The Board also monitors how the Group’s culture is embedded through recruitment, performance management, reward and recognition programmes. These mechanisms help ensure that behaviours consistent with the Group’s values are recognised and reinforced. We believe that our culture provides us with the foundation upon which we will continue to build as a firm, creating an environment for people to thrive and whereby we will continue to grow, innovate and excel. The key activities we undertook in relation to the setting and monitoring of our culture during 2025 were: Strategy Day Culture was an agenda item on our strategy day. The Board discussed and reconfirmed our purpose, mission, and values ensuring they continue to align with the Group’s strategic direction, stakeholder expectations, and long-term objectives. Following an open and collaborative discussion between Board members and senior management, these were reaffirmed as the guiding principles underpinning our strategy, culture, and decision-making across the organisation. Meeting with, and working alongside our workforce The Executive Committee, and wider senior management team, regularly spend time in Carlisle, and more recently, have also spent time at our offices in Manchester following the Platinum Acquisition. Mark Hodges has also had a presence in each of our locations in 2025. The physical presence of the senior management team in the operational locations, working alongside a wide cross section of the underlying operational workforce, has enabled the team to better understand their views and opinions and assess the working culture that exists. Through the face to face interaction with the wider business the senior management team have identified our cultural strengths, such as a very strong focus on delivering excellent customer outcomes, and have also identified areas in which culture can be further evolved to meet employee expectations and create an adaptable and dynamic workforce. These areas for improvement have been fed back to the Executive Committee, Remuneration Committee and Board, and resulted in the introduction of flexible working, improvements to technology to enhance workday experience, resourcing and recruitment, the implementation of a pay review and the introduction of a bonus scheme to reward delivery of goals aligned to the Company’s culture and values. Recruitment of Human Resources Director The recruitment of a Group HR Director in Q4 2025 continues to evidence our commitment to embedding our values and culture across the organisation and further enhancing our people proposition. Board discussion An update is provided to the Board at each periodic meeting on our people. This is a standing agenda item and ensures ongoing Board oversight of workforce matters, embedding consideration of our people, staff-related policies and culture within the Board’s discussions and strategic decision-making. Role of the Workforce Director Helen Copinger-Symes is the Group’s Designated Workforce Director. The purpose of this position is to strengthen the voice of employees at the board level and ensure their perspectives and interests are considered in the Group’s strategic decision making. In her capacity as Workforce Director, Helen, has engaged with the wider management team to understand current workforce sentiment and reviewed the results of a workforce survey. Helen has reported key themes and insights to the Remuneration Committee and these discussions have resulted in agreed actions, including a number of initiatives led by the Group HR Director to gather broader perspectives from across the organisation. 40 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION STAKEHOLDER ENGAGEMENT Details of our communications with our Shareholders during the year is disclosed on page 28. WIDER STAKEHOLDER ENGAGEMENT The Board is committed to considering not only the immediate interests of shareholders, but also the interests and impact that the Company may have on wider stakeholders including: i. the likely consequences of decisions in the long-term; ii. the interests of our employees; iii. the need to further the Group’s business relationships with suppliers, customers and others; iv. the impact of the Group’s operations on the community and the environment; v. the desirability of the Group to maintain a reputation for high standards of business conduct; and vi the need to act fairly. The Group operates in a regulated industry where customer outcomes are paramount. Our employees are fundamental to the Group’s ability to deliver the exceptional customer service expected of its business, and our employees are supported by the Group’s suppliers. The Board understands the interdependencies of the Group’s wider business relationships; is mindful of the impact the Group has on the community and environment and remains cognisant of maintaining and continuing to enhance the Group’s reputation in the market based on excellent customer experience. Customers As disclosed in the CEO Report, our business is recognised for the quality of service it continues to deliver to its clients year on year as demonstrated by the awards the InvestAcc business has won. Customer satisfaction and customer retention are critical to the long-term sustainable prospects of the Group. Our high-quality customer service is primarily underpinned by three points: i. Our highly trained, knowledgeable staff are approachable and on hand to provide answers to queries; ii. We focus our Service Level Agreements (“SLAs”) on ensuring that customers get the right response in the fastest appropriate time (or possible); and iii. The quality of our proposition – we offer a broad range of permitted investments with particular expertise in commercial property and for our SIPP customers we offer digital information visibility of their plans which can be complex. Existing InvestAcc customers are proactively contacted with any important changes to their respective product, this included an update to the Minerva SIPP terms and conditions, the Minerva SIPP and SIPP Lite fee schedules, and the new online information portal for SIPP customers. We aim to facilitate an open and transparent dialogue with all customers, offering contact via a secure contact form on our website, email, or telephone. We maintain an ongoing dialogue with all our intermediaries, including authorised Financial Advisers, through a monthly newsletter as well as a dedicated telephone line and email to a specially trained Sales team who are on hand to assist with intermediary-related queries. As part of the AJ Bell acquisition, customers’ communications were issued at two points along the transition to ensure they were kept up to date with progress as the deal progressed, as well as a communication immediately issued to all customers on completing and confirming completion of the transaction and providing all relevant information, including terms and conditions and practical guidance. We are members of the Association of Member-Directed Pension Schemes (AMPS) to ensure that we retain an open dialogue for broader industry trends and regulation for the benefit of our customers and intermediaries. Information on customer retention is considered a key performance indicator, as set out in the Management Report and therefore reported to the Board at each periodic meeting and recent retention rates remain strong. Annual Report and Audited Consolidated Financial Statements 2025 41
STAKEHOLDER ENGAGEMENT Regulators We have an open, constructive and transparent relationship with the FCA. We also take a proactive approach to ensure the FCA remain informed regarding our strategy and throughout the various stages of any potential M&A activity. This dialogue is led by the CRO and CEO. Community and environment The InvestAcc business has developed strong ties to its community. During 2025 they continued to support the local football team in Carlisle and held a number of charity events raising money for both Macmillan Cancer Support and a local charity Eden Valley Hospice. As part of this work, the Company is looking forward to building on and nurturing the community relationships developed by the InvestAcc team. The Company remains committed to developing its ESG strategy during 2026, details in respect of the current position are included on page 28. Suppliers Our suppliers are critical to our business and the long-term success of the Group. The key suppliers and service providers within the Group are banking and insurance partners, technology providers and professional services firms. During 2025, the Group also entered into a strategic partnership with Kartesia, including a committed debt facility. Relationships with suppliers are reviewed on an ongoing basis and quarterly meetings are held with Kartesia. We also have in place a supplier onboarding process and undertake a periodic review of our suppliers. During 2026, our supplier onboarding and review policy will be reviewed by the Risk Committee and enhancements to our procedures in this area made, in line with our ongoing review and enhancements to our risk management processes. Looking forward The Board is committed to fostering strong engagement with its shareholders and promoting the long-term success of the Group. 42 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION AUDIT COMMITTEE REPORT PROGRESS IN 2025 Considered and recommended the approval of all external financial reporting during the year, our first full financial year as an operating business, and drove enhancements to our financial reporting process and output Reviewed progress of enhancements made to our internal financial controls, including the completion of the finance improvement plan and approval of a Group accounting policy manual Discussed and challenged accounting estimates and judgements used in our FY 24 and FY 25 reporting, including those relating to the acquisitions of the InvestAcc operating business and AJ Bell, the Kartesia financing arrangements, impairments, tax, and revenue recognition Completed the first annual review of external auditor effectiveness and independence and reflected upon our first consolidated group audit, undertaking an audit de-brief, meeting with the Audit Partner and considering the audit learnings Martin Potkins 2026 PRIORITIES INDEPENDENT NON-EXECUTIVE Continue to enhance and evolve our financial reporting DIRECTOR Provide oversight of the Finance Roadmap as it develops, ensuring the finance function evolves in step with the Company’s growth Monitor the effectiveness of the systems of internal control over financial reporting, considering the Group’s recent M&A and the growth trajectory Oversee the governance, controls and consistency of climate-related data and disclosures, as the Group develops emissions metrics and enhances TCFD-aligned reporting following completion of initial climate risk identification. The committee will also continue to monitor the evolving ESG regulatory backdrop, most notably in relation to IFRS S1 and S2 Reflect on the FY 25 audit, consider learnings, undertake our audit effectiveness review and prepare for FY 26 INTRODUCTION As Chair of the Audit Committee, I am delighted to present my report to shareholders and set out the activities of the committee during the year and our key priorities for 2026 annual audit and any interim review. the 2024 Annual Report and Accounts COMPOSITION, ROLE AND The ultimate responsibility for reviewing (“2024 Annual Report”), the 2025 RESPONSIBILITIES and approving the annual report and Interim Financial Statements (“2025 The membership and biographies of accounts and the half-yearly report Interim Accounts”), and preparatory the Audit Committee are included on remains with the Board. work for this Annual Report. pages 30 to 31. On an ongoing basis, the committee 2024 Annual Report The Audit Committee has responsibility intends to meet at least four times a The 2024 Annual Report represented for, among other things, the monitoring year. an important milestone for the Group, of the integrity of the Group’s financial being the first set of consolidated statements and the involvement 2025 ACTIVITIES financial statements prepared of the auditors in that process. We Financial Reporting following the completion of the focus in particular on compliance with During the year, the Audit Committee InvestAcc Acquisition. Accordingly, the accounting policies and reviewing focused on its core responsibility of committee devoted significant time to internal financial controls. We also overseeing the integrity of the Group’s reviewing and inputting into the 2024 advise on the appointment of the financial statements and related Annual Report including ensuring external auditor and focus on ensuring reporting processes. The committee’s the robustness of key accounting the effectiveness of the external audit, activities encompassed a review of judgements and estimates. Areas of including considering the scope of the Annual Report and Audited Consolidated Financial Statements 2025 43
AUDIT COMMITTEE REPORT particular focus included Purchase expectations to ensure the Group ‘lessons learnt’ paper to capture key Price Accounting (“PPA”), impairment remains well-prepared for future observations from the audit process assessment, the Group’s tax position reporting requirements, in particular, and to identify the actions taken to including the tax note and deferred tax looking at the impact of IFRS 18, 9 and address audit findings. This paper recognition and revenue recognition. 7 on the Group. was tabled to an Audit Committee Papers were prepared by the finance meeting during the year and the Audit 2025 Financial Reporting team, and these were presented and Committee have continued to monitor During the year and in the period to discussed at the Audit Committee progress to ensure that the agreed date, the Committee reviewed the meetings. actions are implemented ahead of and integrity of the financial disclosures alongside the 2025 year end audit The committee were cognisant of the within the 2025 Annual Report, 2025 cycle. nuanced regulatory and reporting Interim Accounts, Trading Update, requirements impacting the 2024 The Audit Committee performed its first and related RNS announcements and Annual Report, given that the Company assessment of auditor independence recommended them to the Board for is incorporated in the British Virgin in conjunction with the audit of the approval. Islands, had adopted the 2024 UK 2024 Annual Report. As part of this They also considered reports from Corporate Governance Code early, assessment, the Audit Committee management on the key accounting and is listed on the newly formed considered: estimates and judgements in respect Transition Category of the London the experience and capabilities of of the Platinum Acquisition and Stock Exchange. The committee, the auditor and the calibre of the the Facility, including the required with subsequent agreement from the audit firm; accounting disclosures, as well as the Board, agreed that the Group would outcome of the PPA workstream. robustness and perceptiveness work towards ensuring that disclosures The committee also considered the of the external auditor in its made were helpful to the users of the accounting for Integration costs. handling of key accounting and accounts and provided transparent audit judgements; – the interaction information on the current position, The Committee are supporting the between management and the along with the aims and intentions Board with the adoption of TCFD external auditor; of the Company for the future. To through reviewing the TCFD related support the committee’s review of the delivery of its audit work in disclosure included in this Annual the 2024 annual report and facilitate accordance with the agreed plan; Report, considering the alignment discussions and decisions around the and – the quality of its report and of the Group’s climate-related level of disclosure to be included in communications to the committee; disclosures with the recommendations this document a paper was prepared of the TCFD, noting areas where the level and appropriateness of setting out the applicable regulations disclosure is at an early stage and audit fees and consideration of and pieces of legislation and regulation further development is planned. In non-audit fees in line with the FRC’s that will become applicable to the addition, the committee have reviewed independence requirements. This Group as it grows. the methodology, assumptions and includes fees charged in respect limitations underpinning the Group’s of the InvestAcc Acquisition by Going Concern and longer-term initial assessment of operational GHG Macintyre Hudson LLP (“MHA”), who viability emissions (Scope 1 and Scope 2), acted as Reporting Accountant on The Code requires the Board to state including the use of estimates where the historical financial information whether it considers it appropriate data quality is still developing. for the underlying subsidiaries and to adopt the going concern basis for have also provided financial and accounting in preparing its financial Audit Effectiveness taxation due diligence services for statements, and to explain how Following the completion of the 2024 the transaction, and it was concluded it has assessed the prospects of audit, the Audit Committee held a that the safeguards applied by the the Company and whether it has a debrief meeting with the external independent auditor are sufficient reasonable expectation the Company auditor. As this was the first year that to ensure their independence and will be able to continue in operation the combined group had been audited, objectivity are not compromised; and and meet its liabilities as they fall due both parties recognised that whilst the the length of service of the audit over the period of their assessment. Group audit had gone well, there were partner, noting that Baker Tilly The committee supports the Board in a number of learnings, efficiencies and Channel Islands Limited, have been making that assessment in respect areas for improvement identified during the Company’s auditor since 2022. of each set of financial statements, the process for both parties which interim and year end. would be addressed when looking ahead to the 2025 year end audit. The Changes to accounting standards finance team prepared a In addition, the committee monitored upcoming changes to accounting standards and emerging disclosure 44 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Accounting policy manual External Audit: Minimum Standard The Company prepared a Group The Company is not required to comply accounting policy manual which set with the External Audit: Minimum out the accounting treatment of all Standard. On an annual basis the Audit items within the Group’s accounts Committee re-consider whether the under IFRS. This document is owned Company should voluntarily comply, by the CFO and was reviewed and and during the year, as part of this challenged by the committee in the assessment the Audit Committee year. The accounting policy manual agreed not to voluntarily comply in will be reviewed at least annually and 2025, given the current size and alongside M&A and integration activity. activities of the business and its finance function, however, concluded Finance Improvement Plan that this would remain under annual A finance improvement plan was review. prepared following the InvestAcc ANNUAL REPORT AND Acquisition, which set out clear and actionable items which would FINANCIAL STATEMENTS further enhance and streamline the The committee has reviewed and operations of the Group’s finance team considered the 2025 Annual Report and enhance and formalise financial and recommended to the Board reporting to the Board. The finance that the 2025 Annual Report, taken improvement plan was reviewed and as a whole, is fair, balanced and approved by the committee and all the understandable, and provides actions set within were completed early shareholders with the information in 2025. necessary to assess the Group’s position and performance, business Internal Audit model and strategy. The committee have assessed the need for an internal audit function, Given the Group’s size and the nature of its operations, it has been determined that an internal audit Martin Potkins function is not required at this time. Chair of the Audit Committee The existing control environment is 18 March 2026 considered proportionate to the scale and complexity of the business, with robust oversight and review processes in place to provide sufficient assurance over key financial and operational controls. The requirement for an internal audit function, or the support of a third party to provide internal audit testing is to be considered periodically by the committee and will be assessed on an ongoing basis as set out above. Annual Report and Audited Consolidated Financial Statements 2025 45
RISK COMMITTEE REPORT PROGRESS IN 2025 Supported the CRO with the design and subsequent refinement of the group risk management framework Reviewed, discussed and challenged the key risks faced by the Group, as well as considering the risk registers of the underlying businesses Reviewed and challenged the risk severity scoring methodology Strengthened the quality, structure and insightfulness of risk reporting, reviewing CRO reports at each meeting covering Group and business-level risk registers, regulatory developments and risk function activity Considered the impact of significant macroeconomic, political and regulatory changes, including the Consumer Duty, IHT rule changes, FCA publications, and shifts in UK and US political environments Commissioned and reviewed targeted deep-dives on higher-risk areas, including the Appointed Representative model Giovanni Castagno Reviewed the Group’s policies and procedures, and agreed the level of Risk committee CHAIR OF THE RISK oversight going forward COMMITTEE Supported the Board in the initial adoption of the TCFD framework 2026 PRIORITIES Oversee the continued evolution and maturing of the Group’s risk and compliance frameworks Oversee the current and projected future risk exposures of the Group, including determination of risk appetites and tolerances, reflecting, as appropriate the M&A activity of the Group Provide effective oversight of the management of key areas of financial and non-financial risk, including customer, conduct, market, liquidity, cyber, data protection and data loss, regulation, operational resilience, investment, reputation and people risks Continue to assess the impact of macroeconomic, competitive, political and regulatory developments, including risks arising from global climate trends Oversee the implementation of all regulatory changes, including the FCA’s non-financial misconduct rules Receive updates on further deep dive areas, such as cyber security Continue to progress the Group’s adoption of TCFD including embedding climate related risk management into the existing risk management framework INTRODUCTION As Chair of the Risk Committee, I am delighted to present my report to shareholders and set out the activities of the committee during the year and our priorities for the year ahead. tolerance and strategy (including the manage risk and the internal control COMPOSITION, ROLE AND likelihood and impact of principal risks framework). RESPONSIBILITIES materialising, and seeking assurance The membership and biographies of The Risk Committee will also on specific risks). The committee will the Risk Committee are included on oversee and seek assurance on the also monitor the effectiveness of the pages 30 to 31. effectiveness of management’s own Group’s risk management and internal processes for monitoring and reviewing The Risk Committee will have control systems (including overseeing the effectiveness of risk management responsibility for, among other things, and seeking assurance regarding and internal control systems and advising the Board on risk appetite, the adequacy and effectiveness ensuring corrective action is taken of processes and procedures to when necessary. 46 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION On an ongoing basis, the committee As part our risk management work In addition, the committee have intends to meet at least four times a during the year, we’ve: reviewed regular updates between year. meetings regarding regulatory Reviewed and approved the Group’s publications and sentiment in the key risk management documents, 2025 ACTIVITIES current political environment, including challenged and provided feedback Risk management materials updates and speeches from the FCA, to the executive management team proposed changes for the Financial Over the course of the year, the on these to support their continual Ombudsman Service and the committee have worked closely with enhancement, including the: governments Pensions Commission. the CRO to refine and enhance the risk new Group risk register, enhanced management materials. The committee Macroeconomic and political subsidiary risk registers and receives and reviews a report from the environment severity matrix; and Group CRO at each meeting which During the year, the Risk Committee highlights key information impacting risk appetite framework and KRI have considered and monitored the Group-wide risk, the risk matrices reporting. the impact and potential impact of of the underlying businesses as well Reviewed regular KPI and KRI macroeconomic challenges and as providing an assessment of the reporting, providing questions to geopolitical instabilities. This includes current and forward-looking Group risk the executive management team in the changes to the UK political and exposures. The report includes: this regard to ensure appropriate regulatory landscape following the monitoring and response to changes the key risks facing the Group, election of a Labour government in July in such metrics providing an update on changes to 2024 and changes to the US political the risk level and mitigating factors Overseen the current and projected landscape as well as interest rate, during the period since the last future risk exposures of the Group, cyber security and inflation risks. committee meeting. including determination of risk Deep Dive appetites and tolerances, reflecting, A detailed update on the changes The committee has requested that as appropriate the M&A activity of to the regulatory environment and deep dives on certain topics be the Group interactions with the regulator during provided to the committee to facilitate the period. Monitored the impact and associated a greater understanding of key risks, risks arising from changes to the Key activities undertaken by the controls and emerging issues. macroeconomic, competitor activity risk and compliance function in the and political environment and The Risk Committee requested a period regulatory landscape strategic review and deep dive into Copies of the Group strategic risk Appointed Representatives, with a Provided effective oversight of register, the risk registers of the paper being prepared by the CRO and the management of key areas of underlying businesses and the risk considered by the Risk Committee. financial and non-financial risk, register severity matrix. This was an area of focus given the including customer, conduct, market, Group Risk Management potential risk level associated with this liquidity, cyber, data protection and Framework sector, and the Risk Committee wanted data loss, regulation, operational to gain a better understanding of the resilience, investment, reputation As committee Chair, I have worked Group’s potential exposure to risk in and people risk. closely with the CRO during the year this area, the regulatory backdrop and on the design and implementation Regulatory Changes the risk mitigations in place. of the Group Risk Management The Risk Committee have reviewed Framework. Together with the wider Cyber risk is also an area of focus, papers and considered the impact to Risk Committee, we’ve reviewed and during the period information the Group of upcoming changes to challenged the risk management on the associated controls and regulations, most notably looking at the framework and supporting enhancements, and context regarding risks and opportunities to the Group documentation, working with the CRO cross sector incidents (for instance in from Consumer Duty obligations, the to continually refine and enhance the the retail sector) has been shared and draft legislation, post consultation, documentation prepared and received discussed with the committee and this confirming Inheritance Tax (IHT) will to best reflect both the business now will be a deep dive area for 2026. apply to unused pension funds from and as it continues to grow through April 2027, the risks and opportunities M&A and organically. of the Appointed Representative model undertaken by IAL and the Autumn 2025 Budget. Annual Report and Audited Consolidated Financial Statements 2025 47
RISK COMMITTEE REPORT Annual policy review / implementation of group policies The committee discussed, challenged and subsequently approved the approach to enhance the Group’s policies and procedures, and monitoring of the wider group adoption of these enhancements to existing practices and further work will be performed on this during 2026. TCFD related The Risk Committee has supported the Board in the adoption and initial implementation of the TCFD framework. The committee approved updates to its Terms of Reference to explicitly reflect responsibility for oversight of climate-related risks. It reviewed and robustly challenged management’s initial climate-related risk assessment. The committee also reviewed the climate-related risk disclosures included in the Annual Report and agreed the approach to embedding climate-related risks within the Group’s existing risk management framework, ensuring they are assessed, monitored and reported alongside other principal risks. The committee has also undertaken their annual review and approved the committee’s Terms of Reference and considered the nature of the risk disclosures in the Group’s annual and mid-year reports and discussed and approved the contents of this annual Risk Committee Report. Giovanni Castagno Chair of the Risk Committee 18 March 2026 48 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION NOMINATION COMMITTEE REPORT PROGRESS IN 2025 Supported the recruitment and appointment of a CFO Developed and approved the Group’s first Diversity & Inclusion policy Designed and implemented the inaugural Board evaluation process, reviewing the effectiveness of the Board and its Committees, and agreeing takeaway actions to enhance governance and information flows 2026 PRIORITIES Assist with the recruitment of a CFO, following the departure of Vinoy Nursiah in January 2026 Early in 2026, we intend to assist with the implementation of the Diversity & Inclusion Policy and later in the year perform a review of the policy and progress made against it Mark Hodges Monitor the implementation of the Board effectiveness review recommendations identified CHAIR OF THE as part of the 2025 review and consider the output and actions arising from the annual review of the Board skills matrix NOMINATION COMMITTEE Continue to consider Board composition, effectiveness and the skills matrix, and review and approve a formal succession plan Undertake the 2026 Board evaluation process Consider setting D&I objectives and undertake monitoring of the gender balance of senior management and their direct reports HIGHLIGHTS As Chair of the Nomination Committee, I am delighted to present my report to shareholders and set out the activities of the committee during the year and our priorities for the year ahead. the skills and expertise that will be CFO role, including the appointment COMPOSITION, ROLE AND needed on the Board in the future. of an external recruitment agency RESPONSIBILITIES to assist in the preparation of a The membership and biographies of On an ongoing basis, the committee long list. The committee Chair was the Nomination Committee members intends to meet at least twice a year. responsible, alongside the CEO, for are included on pages 30 to 31. identifying the short list, and was 2025 ACTIVITIES The Nomination Committee has involved in all interviews, from which The Nomination Committee was responsibility for, among other two candidates were then considered established on 16 October 2024. At things, considering and making in detail, both of whom met further the inaugural meeting held in January recommendations to the Board members of the Board, before a 2025, the committee met to review and in respect of appointments to the preferred candidate was identified. formally approve the committee’s terms Board, the Board committees and the The committee members considered of reference and agree the committee’s chairmanship of the Board committees. a paper in respect of the appointment 2025 annual calendar setting out its It is also responsible for keeping the that had been prepared by the CEO, key priorities and actions for the year. structure, size and composition of the and confirmed their approval of the Recruitment Board under regular review, and for appointment, with the remuneration making recommendations to the Board package being considered by the At the start of 2025, the committee with regard to any changes necessary, Remuneration Committee. was involved in the recruitment taking into account challenges and process undertaken in respect of the opportunities facing the Company and identification of candidates for the Annual Report and Audited Consolidated Financial Statements 2025 49
NOMINATION COMMITTEE REPORT Diversity and Inclusion effectiveness in Q4 2025, following Skills matrix the first full year of the Board working During the year, the committee The Company maintains a Board together. The evaluation process oversaw the development and design skills matrix (which is included on provides an opportunity to reflect on of a formal Diversity and Inclusion page 38), the purpose of this matrix is the performance of the Board, and policy, alongside the Remuneration to document the range and balance its committees, ensuring that the Committee. The introduction of this of skills, experience and knowledge governance framework continues to policy reflects the Board’s commitment across the Board collectively, and operate effectively and supports the to embedding inclusion at every level identify areas of strength and delivery of the Group’s strategy. of the organisation and ensuring that weakness which help inform the annual diversity remains central to the Group’s Board review, succession planning, For the 2025 reporting year, the values, culture and strategy. The policy recruitment and director development, evaluation was conducted through a articulates the Group’s approach to supporting the ongoing effectiveness Board Effectiveness Questionnaire, treating people fairly, equitably and and resilience of the Board. coordinated by the Company without bias, and to fostering an Secretary on behalf of the Chair The Board skills matrix was reviewed environment where all colleagues of the Nomination Committee. The by the Nomination Committee, enabling feel respected, valued and able to questionnaire covered a broad range the committee to assess the alignment contribute fully. of areas including the decision making between the Board’s collective process at board meetings, the The committee recognises that capabilities and the Group’s strategic emphasis and time spent on longer diversity in all its forms, including priorities, macro and microeconomic term strategy discussions, the quality gender, ethnicity, background, environment, regulatory backdrop and and timeliness of board materials, experience, skills and perspectives, evolving stakeholder expectations. the performance management and is fundamental to effective decision- Annual re-election of directors evaluation processes for members and making and to the long-term the Group’s risk management strategy. All Board members will be put up for success of the Group. A diverse and Responses were collated and analysed election at the Company’s inaugural inclusive culture supports innovation, to identify key themes and areas of AGM scheduled for 26 March 2026. strengthens governance, and helps strength, as well as opportunities for During the year, all Non-Executive ensure that the Board and senior enhancement. Directors have demonstrated that management are equipped to they make effective contributions, understand and respond to the needs Following the evaluation, the constructively challenge management of a broad range of stakeholders. findings and recommendations were and devote sufficient time to their role. discussed in detail by the full Board. As set out on page 38, the Company In accordance with the UK Corporate Actions were agreed to further has not yet met the recommended Governance Code, all directors are enhance effectiveness in specific targets for Board diversity as outlined proposed for election. Further details areas, including enhancing board by the FCA, given that our Board are contained in the Notice of Meeting information on market dynamics and is majority male, with the roles of circulated to shareholders. industry developments to provide CEO, Chair and SID all being held by further context to key strategic and males. Board and senior management commercial discussions and to diversity is something that we are Mark Hodges enhance information flows from the committed to improving over time, with Chair of the Nomination Committee underlying regulated subsidiary boards the design and implementation of the to the Company’s Board. It was also 18 March 2026 Diversity & Inclusion policy being the agreed that further consideration first step in this process. Disclosure would be given to succession planning requirements specified under UK during 2026 for both the Board and Listing Rule 22.2.30R(2) are included Executive Committee and that a more in the Directors’ Report. formal evaluation process would be Board evaluation developed to assess the performance As part of its commitment to of the Non-Executive Directors and the maintaining high standards of Chair. Progress against these actions governance and continuous will be monitored by the Nomination Committee and reviewed as part of the improvement, the Board carried out its next annual evaluation cycle. first annual evaluation of its 50 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION REMUNERATION COMMITTEE REPORT PROGRESS IN 2025 Designed and developed a Directors’ Remuneration policy, recommended for Board approval Considered and approved the variable remuneration awarded to the CEO for the six- month period to 31 December 2024 Approved the remuneration package for the Group CFO Discussed and approved senior management’s bonus payments for the period to 31 December 2024 and their KPIs for the twelve-month period to 31 December 2025 Challenged and approved the 2025 objectives and KPIs for the CEO and CFO Reviewed the performance of the CEO and CFO against their 2025 objectives at mid-year Discussed and approved the discretionary bonus for the CEO Reviewed the alignment of benefits across the Group and salary increases and bonus allocations proposed for the wider Group employees Helen Copinger-Symes Supported the Nomination Committee with the development of a Diversity and Inclusion CHAIR OF THE REMUNERATION policy, which is described in the Nomination Committee Report on page 49 COMMITTEE 2026 PRIORITIES Oversee the implementation of the approved Directors Remuneration policy Continue to review and approve variable remuneration for the CEO Conduct a full review of the Directors Remuneration policy Continue to assess the alignment of benefits and remuneration practices across the wider workforce to support strategy and long-term sustainable success Review and monitor implementation of the Diversity and Inclusion policy INTRODUCTION As Chair of the Remuneration Committee, I am delighted to present my report to shareholders and set out the activities of the committee during the year and our priorities for the year ahead. executive directors. On an ongoing ROLES AND 2025 ACTIVITIES basis, the Remuneration Committee RESPONSIBILITIES Directors’ Remuneration Policy shall review and consider the ongoing The membership and biographies of During the year, the Remuneration appropriateness of the Directors’ the Remuneration Committee members Committee designed and implemented Remuneration policy and oversee are included on pages 30 to 31. a Directors’ Remuneration policy. workforce remuneration and related The committee were cognisant of The Remuneration Committee has policies. the importance of putting in place responsibility for designing the On an ongoing basis, the committee a policy which attracts, retains and Directors’ Remuneration policy and intends to meet at least four times a motivates executive management and setting the remuneration for the year. the policy is designed to align to the Chair, executive directors and senior Company’s purpose and values and management, including approving clearly link to the successful delivery the objectives, terms of appointment of the Company’s long-term strategy. and the performance KPIs of the Annual Report and Audited Consolidated Financial Statements 2025 51
REMUNERATION COMMITTEE REPORT The policy built upon and formalised packages, including benefits, across REMUNERATION DECISIONS the Company’s approach to Director the different offices. The committee will MADE IN 2025: remuneration which was described continue to review this in conjunction CFO appointment and in the Company’s 2024 Annual with the newly appointed HR Director remuneration package Report. The purpose, objectives and with a view to achieving greater As part of the appointment of application of the policy are set out in alignment over time, noting that some Vinoy Nursiah as Group CFO, the Remuneration Report on pages 54 of the discrepancies relate to legacy the Remuneration Committee to 59. pension plans inherited as part of the considered and approved the business acquisitions. In developing the Directors’ remuneration package, including Remuneration policy, the committee As part of this work, the committee allocation of incentive shares under was guided by the principles of the has also engaged with management the existing LTIP. In determining Code, namely clarity, simplicity, on designing and implementing a the CFO’s remuneration package, proportionality, alignment to culture, group wide pay review framework, the committee took into account the and the mitigation of risk and with the objective of designing a scope and responsibilities of the predictability. These principles formed process that balances the longer-term role, the candidate’s experience, the foundation of the policy’s design harmonisation objectives across the and market benchmark data for and implementation. enlarged group with the immediate comparable positions within the remuneration needs across the distinct sector. The package was finalised The Directors’ Remuneration policy business units. As a result of the pay prior to the adoption of the Directors’ establishes a clear framework for review performed, a pay review pot Remuneration Policy, however, the setting executive and non-executive was agreed and allocated between committee were comfortable that director remuneration. It sets out the inflationary uplifts and role alignment this was aligned with the Company’s individual components of remuneration, and promotions. remuneration philosophy ensuring an explaining how each element supports appropriate balance between fixed and the Group’s strategy and performance Workforce Director review performance-related elements and the objectives, and the metrics used to During the year, the committee KPIs set for 2025 providing a clear link assess delivery against these goals. undertook a review of the role of to the Group’s strategic, operational In addition, the committee considered the Workforce Director and the and financial objectives. broader factors, including alignment activities undertaken by me in this with the wider workforce and the Bonus award to the CEO role. The committee considered the Group’s culture and values. requirements of the UK Corporate A bonus of 60% was awarded to Governance Code and noted that the CEO for the six month period to The policy also details the Company’s senior management, including the 31 December 2024 (further details LTIP, which forms a key element CEO and Chair, spent considerable can be found in the Directors’ of executive director remuneration. time with the wider workforce at the Remuneration Report on page 57) and The committee evaluated how Group’s offices in Carlisle and more the staged payment of this agreed, the LTIP aligns with the Group’s recently in Manchester and were a such that it is to be paid in three parts remuneration philosophy and conduit for communicating information with an initial 50% being paid in April operational considerations, including to the Workforce Director. As part of the 2025, a further 25% being paid in April the application of malus and clawback review, it was agreed that I would meet 2026 and the remaining 25% being provisions. Further information on the with the wider senior leadership team paid in April 2027. LTIP is disclosed in Note 29. to ensure insight on the perspectives The CEO’s 2024 KPIs had been The policy identifies those provisions and concerns of the workforce are agreed prior to the establishment of the Code with which the Company better understood and considered of the Remuneration Committee. does not comply, together with the in board discussion. The role of the As such, shortly after the rationale for any deviation; these workforce director was also reviewed establishment of the committee the disclosures are set out on page 35. and refined, and a revised document Remuneration Committee reviewed The Directors’ Remuneration policy will setting this out was published on the all the remuneration decisions made guide future remuneration decisions Company’s website. previously, including the CEO’s 2024 and provides transparency on how the The Remuneration Committee are KPIs. The Remuneration Committee remuneration framework supports the in support of the Workforce Director confirmed that they were in agreement sustainable, long-term success of the continuing to work with the new HR with these. Group. Director on various initiatives that Workforce Remuneration support the capture of views and One area of focus identified for 2025, opinions of the workforce alongside was for the committee to review and consideration of the organisation’s culture and values. discuss the organisational values and culture in the underlying operating businesses. As part of this work, the committee requested and reviewed a paper that compared the remuneration 52 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION In determining the quantum of the The committee approved: IMPLEMENTATION OF 2024 CEO bonus, the Remuneration REMUNERATION POLICY An increase in base salary of 3% Committee considered that during IN RESPECT OF 2025 for the CEO, in line with the typical the period that the Company had PERFORMANCE annual salary increase for the wider completed InvestAcc Acquisition, with workforce and aligned with the group In the period following the year end, regulatory approval being granted in wide pay review framework the committee has considered the October 2024, and also developed a following matters: Variable remuneration for the year of strong pipeline of M&A opportunities 65% of base salary putting the Company in a strong CEO position to deliver on its strategy in Senior Management In determining the 2025 variable the year ahead. The Remuneration remuneration, the committee The committee has approved the 2025 Committee also reflected on the CEO’s considered the CEO’s performance bonuses and 2026 pay uplifts for senior role in developing the management against the KPIs approved by the management, noting that these were team, building relationships with the committee at the beginning of the year. aligned with the Group wide pay review leadership team of the InvestAcc framework which had been agreed and The committee carefully considered operating businesses and the investor consistent with the proposed approach the increase in the CEO’s base relations work undertaken in the period. to be taken for the wider workforce. salary in the context of the Group’s The Remuneration Committee also performance, market practice and considered and approved the 2024 taking into account the wider workforce bonuses and 2025 pay uplift awarded Helen Copinger-Symes position. The committee is mindful to senior management. Chair of the Remuneration Committee that salary increases for executive 2025 KPI’S directors should not be out of line with 18 March 2026 The committee reviewed and approved those of the wider workforce without the KPIs for the CEO and CFO 2025 clear justification, and concluded that bonuses. In determining these KPIs, the increase approved for the year is the committee considered the Group’s consistent with the approach applied strategic priorities as well financial across the Group. and operational plans. The KPIs were The annual variable remuneration tailored to each of the individual’s roles was assessed against the pre-agreed and weighted accordingly. A weighting performance measures and weightings was attached to each KPI for each set at the start of the financial year, individual and detailed metrics set out comprising a balanced scorecard of both the ‘on target’ achievements and financial and strategic objectives. The ‘stretch’ achievements. The committee committee considered overall Group exercised robust challenge to ensure performance in detail and noted that that the measures and targets were the base targets were all achieved. appropriately ambitious, aligned with Whilst certain stretch targets were the Group’s strategy, and underpinned not fully met, performance for the by clear and measurable outcomes. year was considered very strong and The KPIs were designed to drive aligned with the Company’s strategic behaviours and results that support priorities. Accordingly, the committee the execution of the Group’s strategy, determined that the bonus outcome encompassing financial performance, appropriately reflects performance customer and operational excellence, against the agreed KPIs which risk management, integration, take into consideration the Group’s M&A, regulation and people-related performance, shareholder value, objectives. The committee also the wider workforce, delivery of key ensured that the targets set were strategic projects and our customers. stretching yet achievable, providing clear and specific objectives whilst also affording a level of flexibility given the Group’s current status. The Remuneration Committee has also reviewed the 2025 KPIs for senior management. Annual Report and Audited Consolidated Financial Statements 2025 53
DIRECTORS’ REMUNERATION REPORT INTRODUCTION TO THE DIRECTORS’ REMUNERATION REPORT The Company’s remuneration philosophy is that executive remuneration should be closely aligned with the long‑term interests of shareholders. Remuneration arrangements are designed to be proportionate, transparent and performance‑based, encouraging sustainable value creation and supporting the delivery of the business strategy by attracting, motivating and retaining high‑calibre individuals. This philosophy underpins both the overall remuneration structure and the approach taken by the Remuneration Committee when determining the remuneration packages of the senior executive team. During the year, the committee refined and formalised this remuneration philosophy through the development of the Directors’ Remuneration Policy. The Policy provides a clear and transparent framework for rewarding directors and senior executives in a manner that supports the Group’s strategic objectives, promotes long‑term sustainable performance and aligns the interests of management and shareholders. Although the Directors’ Remuneration Policy was not formally in place throughout the financial year, the committee is satisfied that all remuneration decisions made during the period were consistent with the Company’s established remuneration philosophy, which had already been agreed and formed the foundation for the Policy’s design. Shareholder vote As the Company is incorporated in the British Virgin Islands, it is not subject to the UK statutory requirements for a shareholder vote on the Directors’ Remuneration Policy. The Board has therefore not sought formal shareholder approval for the Policy. However, the Remuneration Committee remains committed to transparency and to maintaining regular dialogue with shareholders on remuneration matters. The Policy has been developed in accordance with the principles of the Code. We’ve set out below a summary of our Directors’ Remuneration Policy. Our policy aims to: Align executive remuneration with the Company’s purpose, values, and shareholder interests to support the implementation of the Company’s strategy and long‑term sustainable growth; Encourage a high‑performance culture that attracts, retains, incentivises and rewards the highest calibre personnel ensuring fairness and accountability; and Design and set proportionate and transparent remuneration packages that promote the ongoing success of the Company and reflect the Company’s performance and strategic objectives. Clarity & simplicity Simple and clear remuneration framework applied consistently. Well defined performance metrics agreed in advance in respect of annual bonus amounts, aligned with strategic goals. Maximum annual bonus limits set. The value of the LTIP can be calculated at any time based on publicly available information. Alignment to culture When considering performance, the committee takes account of the Group’s values and culture and includes performance metrics that encourage ongoing alignment as the Group continues to execute its M&A strategy. Proportionality Clear alignment of Executive Director interests with shareholders, reflecting Group financial performance and achievement of strategic priorities. Fixed remuneration and maximum annual bonus amounts are competitive to attract and retain the best people. The value of the LTIP directly reflects the value delivered to shareholders. Risk mitigation & predictability Incentives are underpinned by the Group’s risk management framework. Bonus deferral, malus and clawback provisions and long‑term vesting in respect of the LTIP mitigate risk. 54 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Components of Executive Director Remuneration Compensation awarded to executive directors for their role and responsibilities will comprise of a selection of the components below: Purpose and link to strategy Operation Performance metrics Base Salary Set at competitive levels to attract and Reviewed annually to reflect the Future salary increases will take in‑role retain high‑quality executives, and to avoid individual’s role & responsibilities and performance into account and will be undue reliance of variable pay. This helps benchmarked against market comparators. considered against comparators. to discourage excessive risk taking. Pension Encouragement of retirement planning and The provision of a monthly pension Fixed percentage of base salary. long-term financial saving, aligned with the allowance of a minimum of 8% of base business of the Company. salary paid in cash for the recipient to participate in their personal pension arrangements. Benefits Provision of competitive non-cash benefits Benefits include private medical cover Benefits are aligned with market norms that employees value, helping them and life insurance, and in specific cases for executive directors; the value of such perform their duties effectively. depending on travel requirements, a car benefits will vary according to market rates. allowance. Annual bonus Supports a culture where individuals Performance objectives are clearly defined Following the end of the performance are rewarded for the delivery of superior and agreed for each individual at the year, the Remuneration Committee will performance aligned with the delivery start of each year by the Remuneration determine performance against the of annual financial and strategic goals, Committee. targets set and calculate the annual bonus based both on Company and personal accordingly. These objectives place emphasis on performance. areas of strategic importance, providing The committee also has discretion to both target and stretch objectives across determine the appropriate bonus outcome a range of areas including financial when the assessment of performance performance, integration of acquired against the formulaic measures and targets assets, pipeline development and would drive an unrepresentative outcome operational milestones, with weightings or when it is necessary to consider applied to each category. strategic, economic, or societal impacts that were not or could not have been Maximum bonus is 75% of annual salary. accounted for at the point of agreeing the An element of flexibility is built into the performance objectives. objectives set to reflect the evolving nature of the business. Long Term Incentive scheme (“LTIP”) Align reward with sustained shareholder All shares available under the LTIP Preferred return to shareholders of 10% value creation. scheme have been issued to the Chair to have been met and at least one of the Mark Hodges, the CEO Will Self and vesting criteria satisfied. the Marwyn Long Term Incentive vehicle The maximum LTIP value to participants in which James Corsellis is beneficially is 20% of equity profits generated, taking interested. The Company’s former CFO, into account all equity issuance over the Vinoy Nursiah, retains his vested incentive lifetime of the relevant measurement shares following his departure. period, subject to minimum preferred Details of individual’s interests are set out returns being delivered to shareholders. Of on page 58 of this report. Such interests this value, 10% is attributable to the Chair, are aligned to the role being undertaken CEO and CFO, and 10% to the Marwyn by the participant and reflecting the Long Term Incentive vehicle. participants' value to delivering outstanding, sustainable shareholder returns. The LTIP is structured to encourage the creation of sustainable returns through long term vesting and performance measurement periods. The value of the LTIP in aggregate is formula driven and so is pre‑determined. Annual Report and Audited Consolidated Financial Statements 2025 55
DIRECTORS’ REMUNERATION REPORT Purpose and link to strategy Operation Performance metrics Shareholding requirements Align with shareholder interests Ordinary shares issued under the LTIP are N/A required to be held for 12 months. Currently there are no other requirements set in respect of the Executive Directors’ holding of ordinary shares acquired outside of the LTIP. REMUNERATION OF THE COMPANY’S CHAIR AND EXECUTIVE DIRECTORS The Remuneration Committee have been delegated responsibility for determining total remuneration for the Company’s chair, executive directors and senior management. The Remuneration Committee can appoint remuneration consultants and commission or purchase any reports, surveys or information which it deems necessary, but will avoid designing pay structures solely based on the advice received. Executive Directors On an annual basis, the Remuneration Committee: (i) Variable remuneration determination. At around the midpoint of the year, the Committee receives an update on how the executive team are performing against the approved KPIs, and then following the end of the financial year, a formal paper is discussed to consider and approve the variable remuneration due for that year based on performance against the approved metrics. (ii) Review of overall remuneration package. At the beginning of each financial year, the Committee will review the remuneration packages of the executive management team, and, based on their roles and responsibilities for the coming year and their performance against their objectives in the prior year, proposed changes to those packages will be considered to ensure that achievement of the Company’s strategic priorities is appropriately rewarded. This includes a review of base salary and challenging and approving their performance objectives for the coming year, setting both target and stretch goals and applying appropriate weightings to those performance objectives to underpin the basis for their annual bonuses. The Remuneration Committee is responsible for determining the timing of any changes to an individual’s remuneration package, including base salary uplifts and the timing of bonus payments. The remuneration packages should incorporate a degree of flexibility so that the Committee can apply discretion to the overall remuneration package awarded. Company Chair The Remuneration Committee will ensure that the Chair receives competitive fixed remuneration that reflects the skills, experience and time commitment required for the role. The Chair is a participant in the LTIP as detailed above. No other variable pay is provided, enabling the Chair to focus on long‑term decision‑making and constructively challenging the performance of the executive directors and wider management. REMUNERATION OF NON-EXECUTIVE DIRECTORS The Board of Directors are responsible for determining the remuneration for the Non‑Executive Directors. Non-Executive Directors are paid an annual fee reflective of the nature of their role, the expected time commitment, and any additional responsibilities they may be undertaking (for example committee chairmanship). Reasonable expenses incurred in connection with the performance of their duties will also be reimbursed. We review fees regularly, and the Board may choose to apply an increase on an annual or less frequent basis to remain comparable with other market participants. Non-Executive Directors are not eligible for performance related pay or benefits; however, it is noted that James Corsellis is beneficially interested in the LTIP through the shares issued to Marwyn Long Term Incentive LP, the Marwyn Long Term Incentive vehicle. LONG TERM INCENTIVE SCHEME (“LTIP”) The Directors believe that the success of the Company will depend, to a high degree, on the future performance of its management team. Accordingly, the Group has put in place the LTIP, which will only reward participants if shareholder value is created ensuring alignment between shareholders and those responsible for delivering the Company’s strategy. 56 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION BREAKDOWN OF REMUNERATION EARNED The below table sets out the remuneration of each Director during the period and prior year (where relevant): Year to 31 December 2025 Six-month period to 31 December 2024 Salary/ Fees Bonus Pension Benefits Salary/ Fees Bonus Pension Benefits 1, 2 Group CEO Will Self 332,000 218,400 26,560 13,951 160,000 336,000 12,800 8,444 Group CFO 3 James Pearce 204,333 100,000 5,500 5,714 4 Vinoy Nursiah 150,000 12,000 2,267 Chair Mark Hodges 250,000 125,000 Non-Executive Directors James Corsellis 75,000 36,694 Giovanni Castagno 80,000 16,774 Martin Potkins 80,000 16,774 Helen Copinger‑ Symes 80,000 16,774 1 In the period to 31 December 2024, Will Self was awarded two bonus amounts as follows: (i) in respect of the Acquisition and related performance metrics, a bonus of £240,000, payable subject to completion of the Acquisition which occurred on 9 October 2024. Of this bonus amount, 75% was payable in the period, and 25% was deferred and is payable in July 2025. The deferred amount is included in accruals. (ii) a performance bonus for the period from 1 July 2024 to 31 December 2024 of £96,000, of which 50% was payable in March 2025, with the remainder payable in equal instalments in March 2026 and March 2027. The deferred amount is included in provisions as it is payable more than 12 months from the balance sheet date. 2 In the year to 31 December 2025, Will was awarded a performance bonus of £218,400, of which 50% is payable in March 2026, with the remainder payable in equal instalments in March 2027 and March 2028. The deferred amount is included in provisions as it is payable more than 12 months from the balance sheet date. 3 James Pearce was employed on a fixed term contract. James Pearce resigned as director on 19 December 2024. Included in the Salary figure for James Pearce above is £84,333, which relates to payments in lieu of notice and £10,000 as compensation for loss of office. 4 Vinoy Nursiah was appointed effective 1 April 2025 and left the business on 8 January 2026. ADDITIONAL DISCLOSURES FOR SINGLE FIGURE REMUNERATION Base salary There was an increase in the base salary of the CEO by 5% from £320,000 to £336,000 effective 1 April 2025. This was the first increase in the CEO’s base salary since he joined the business and therefore covered a two year period, as such, the percentage uplift in salary was considered fair. The CFO was appointed effective 1 April 2025, his base salary was £200,000 per annum. There was no change in his base salary during the year. Benefits The benefits provided to the executive directors in 2025 included group private medical insurance and group death in service. The CEO also received a cash allowance in lieu of a company car of £10,000 per annum. Pension The CEO and the CFO receive an 8% pension contribution calculated as a percentage of basic salary. Determination of 2025 annual bonus The maximum bonus opportunity for the CEO was 50% of base salary for meeting the target performance measures with a further 25% of base salary available in respect of achieving stretch performance measures. The Remuneration Committee uses the annual bonus to focus on short‑term targets that the Board agrees each year that are consistent with the Group’s strategy, and on individual performance against personal targets. Performance is assessed over each calendar year and at the start of the following year. The Remuneration Committee retains the right to exercise its judgement to adjust the formulaic bonus outcomes, to ensure the final bonus outcome for executive directors reflects the broader performance of the Group and builds in flexibility given the current strategy, size and activities of the Group. The bonus amount is calculated based on KPIs. The KPIs are agreed and approved by the Remuneration Committee at the start of the year, and performance is assessed against those following the end of the year. Further detail can be seen in the Remuneration Committee report on page 53. APPROACH TO NON-EXECUTIVE DIRECTOR (“NED”) FEES Three INEDs were appointed on 16 October 2024 and James Corsellis entered into a revised Non‑Executive Director service agreement relating to the period, in conjunction with the InvestAcc Acquisition. As part of the INED appointments and the revised agreement with James Corsellis, the Directors considered the market rates paid to NEDs across the industry, considered the nature of the Company’s activities and additional roles and responsibilities associated with chairing committees. NED fees will be reviewed periodically. Annual Report and Audited Consolidated Financial Statements 2025 57
DIRECTORS’ REMUNERATION REPORT DIRECTOR SERVICE CONTRACT PROVISIONS New Director and senior management service contracts are prepared alongside the Company’s legal counsel and new practices/guidance are considered at the point these are drafted. The appointment letters for all Directors set out clearly the notice period, termination clauses and claw black provisions for each of the Directors. In all instances Directors are required to step down from their position should this be voted for by the shareholders. The notice period for all INEDs is three months written notice. The notice period for Mark Hodges is two years following completion of the InvestAcc Acquisition, and twelve months thereafter. Will Self and James Corsellis both have a twelve month notice period. The overall remuneration packages of the executive directors are considered appropriate for the role performed by each Director, their level of skills and experience, and the intention of the Company to execute its stated strategy. In order to attract and retain the highest calibre of individual to perform these roles, it is essential that their remuneration is competitive in the industry and that it is also provides appropriate short and long term reward, aligned with shareholders and wider stakeholders, based on the strategy of the Group. DIRECTOR SHAREHOLDINGS AND INTERESTS Director shareholdings and interests are disclosed in the Directors’ Report on page 61 with Mark Hodges and Will Self owning shares in the Company. The Company has agreed to not set any minimum shareholding requirements for directors, any shares acquired under the LTIP are subject to a 12‑month lock in period post issuance, regardless of employment status. The Directors interests in the LTIP are detailed below. LTIP At the balance sheet date, Mark Hodges, Will Self and Vinoy Nursiah (the Group’s former CFO) were directly beneficially interested in the incentive shares of the Group. James Corsellis is indirectly beneficially interested in the incentive shares of the Group through his interest in Marwyn Long Term Incentive LP (“MLTI”), Marwyn’s long term incentive plan. Subject to a number of provisions which are detailed in Note 29, if the Preferred Return and at least one of the vesting conditions have been met, the holders of the Incentive Shares can give notice to redeem their Incentive Shares for ordinary shares in the Company (“Ordinary Shares”) for an aggregate value equivalent to 20% of the “Growth”, where Growth means the excess of the total equity value of the Company and other shareholder returns over and above its aggregate paid up share capital (20% of the Growth being the “Incentive Value”). 10% of the Incentive Value is attributable to the A1 Shares and 10% is attributable to the A2 Shares. The Company has the option to settle the exercise of incentive shares for cash, however, it is anticipated that they will be equity settled. The incentive shares have been accounted for as equity settled share‑based payments as discussed in more detail in Note 29. The table below sets out the number of incentive shares in which the Directors were interested at 31 December 2025, their respective share of the incentive scheme value, the date from which the shares can be exercised (note that in certain circumstances, incentive shares can be exercised before they have fully vested, such instances are detailed in Note 29), and their vested proportion at the balance sheet date based on the time elapsed since completion of the InvestAcc Acquisition and the year‑end date. Share Number of Entitlement to designation at incentive shares Date from which shares share of Growth Vested Shareholder reporting date held can be exercised in value shares MLTI A2 2,000 10 October 2027 10% 2,000 Mark Hodges A1 2,400 10 October 2027 6% 982 Will Self A1 1,200 10 October 2027 3% 491 Vinoy Nursiah* A1 400 2 April 2028 1% 100 *In relation to the departure of Vinoy Nursiah from 8 January 2026, under the terms of his subscription letter, he is entitled to retain the vested portion of his incentive shares. The below table sets out who had a beneficial interest in the incentive scheme as at 31 December 2024*: Share designation at Number of Entitlement to balance sheet incentive shares Date from which shares share of Growth Shareholder date held can be exercised in value Vested shares MLTI A2 2,000 10 October 2027 10% 2,000 Mark Hodges A1 2,000 10 October 2027 6.25%** 151 Will Self A1 800 10 October 2027 2.5%** 60 **Note, the above table does not include the 400 A1 Shares which had been issued on 22 May 2024 to James Pearce. On the 19 December 2024, the Company entered into a transfer agreement with James Pearce under which James transferred his 400 A1 Shares to the Company to be held in treasury. These A1 Shares were subsequently transferred to InvestAcc (BVI) Limited and cancelled on 31 January 2025. Therefore, at 31 December 2024, Mark Hodges, Will Self and the Company shared the remaining 10% of the Incentive Value attributable to the A1 Shares, based on their respective shareholdings. In relation to his appointment, it was intended that Vinoy Nursiah be issued incentive shares and the issuance of such shares was made after the balance sheet date, following the transfer and cancellation of the 400 A1 Shares previously issued to James Pearce as noted above. Accordingly, on 31 January 2025 Vinoy Nursiah was issued 400 A1 Shares and the number of A1 Shares issued to Mark Hodges and Will Self was amended. There has been no change to the allocation of the LTIP since the 31 January 2025. 58 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION At the balance sheet date, the Incentive Value was £8,188,425 (2024: £1,152,528), calculated as 20% of the Growth in Value from 4 December 2020 to 31 December 2025. The total value of the LTIP is divisible between participants in the LTIP based on their respective shareholding, with half of the Growth in Value attributable to the A1 Shares and half to the A2 Shares. The conversion of incentive shares into Ordinary Shares is made based on the 30 day volume weighted average price (“VWAP”) up to the date of exercise, therefore, to 31 December 2025, the 30 day VWAP for the Company was £1.837 per share (to 31 December 2024 it was £1.166 per share). Accordingly, whilst no vesting event had occurred at the balance sheet date, the Incentive Value at that date would equate to 4,332,500 Ordinary Shares (based on the closing price per share on 31 December 2025) (2024: 960,440), which, on issuance, would be dilutive to the interests of shareholders. The LTIP has been considered in the calculation of EPS on a diluted basis as set out in Note 11 to the Financial Statements. The charts below depicts how the market capitalisation at 31 December 2025 and 31 December 2024 is shared amongst Ordinary Shareholders and Incentive Shareholders. Allocation of value as at Allocation of value as at 31/12/24 31/12/25 100 100 80 80 60 60 £m £m 40 40 20 20 0 0 Value to LTIP Value to LTIP Value to shareholders Value to shareholders Invested Value Invested Value CLAWBACK PROVISIONS With regards to the LTIP, should the holder of A1 incentive shares commit (i) gross misconduct, (ii) fraud, (iii) a criminal act (iv) a material breach of any post termination covenants or restrictions, or (v) take such actions which, on discovery, result in a requirement for the Company to materially restate its audited financial statements, and that, on the basis of the restated financial statements they would not have received the full amount that they did receive under the LTIP, then clawback provisions allow InvestAcc (BVI) Limited to clawback (i) Incentive Shares, (ii) Company Shares or (iii) cash equivalents, as set out in the holder’s respective subscription letter. As set out in the employment contracts of the Executive Directors, all payments and/or benefits payable to the Executive are subject to and conditional upon any regulatory rules to which the Company may be subject from time to time. The Company reserves the right to amend, reduce, hold back, defer, claw back or alter the structure of any payments and benefits payable to the Executive in order to comply with any applicable regulatory rules. The aforementioned clawback provisions were not used in the reporting year to 31 December 2025. RECRUITMENT ARRANGEMENTS Where recruitment is initiated, consideration will be given to appropriate recruitment agencies that can support the Company with their recruitment process, based on their presence in the market for the role the Company is seeking to fill. It is usual for the Company to engage with more than one agency for each role. Senior team members will be involved in the recruitment process to identify the preferred candidate and decisions made in respect of appointments is approved in accordance with the delegation of authority matrix. Fees for recruitment agencies involved in appointments are commensurate with market rates. Annual Report and Audited Consolidated Financial Statements 2025 59
DIRECTORS’ REPORT INFORMATION ON THE COMPANY InvestAcc Group Limited was incorporated on 31 July 2020 in the British Virgin Islands (“BVI”) as a BVI business company (registered number 2040956) under the BVI Business Company Act, 2004. The Company was listed on the Main Market of the London Stock Exchange on 4 December 2020 and has its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and UK establishment (BR022831) at 11 Buckingham Street, London WC2N 6DF. Details of the Company’s subsidiaries are included in Note 12 of these Financial Statements. DIRECTORS The Company’s directors who served during the year ended 31 December 2025 and to the date of this report were as follows: Mark Hodges (Chair) Will Self (Chief Executive Officer) Vinoy Nursiah (Chief Financial Officer) (appointed 1 April 2025, ceased to act 8 January 2026) James Corsellis (Non‑Executive Director) Giovanni Castagno (Senior Independent Director) Martin Potkins (Independent Non‑Executive Director) Helen Copinger‑Symes (Independent Non‑Executive Director) A brief biography for each of the Directors as at the date of this annual report is included on pages 30 to 31 of these Financial Statements. DIRECTORS’ INDEMNITIES AND INSURANCE In accordance with the Articles, the Company has granted qualifying third-party indemnity provisions for the benefit of each person who was a director of the Company during the year, in respect of liabilities that may attach to them in their capacity as directors of the Company or of associated companies. These indemnities were in force during the financial year and remain in force. Throughout the year, the Company has also purchased and maintained Directors’ and Officers’ liability insurance in respect of itself, its directors and others. STATED CAPITAL AND SIGNIFICANT SHAREHOLDINGS Details of the stated capital of the Company during the year are set out in Note 25. As at the date of this report, the Company has in issue 49,420,712 Ordinary Shares of no par value, each carrying one vote. The Company also has in issue one sponsor share which does not carry the right to vote at meetings of shareholders, and 700,000 ordinary warrants. During the year ended 31 December 2025, 569,801 new ordinary shares in the Company were issued to the sellers of AJ Bell, at a price of 175.5p per share for an aggregate consideration of £1.0 million, with £430,199 being recognised as share premium on the Company’s Balance Sheet, as part of the consideration paid for the Platinum Acquisition. The table below shows significant shareholders at the balance sheet date, and at the date of this report. Interest at the Interest at the Balance Sheet date of this Significant shareholders date report Marwyn Investment Management LLP 59.11% 59.11% Nicholas E Gardner 12.45% 12.45% M&G Investment Management 8.19% 8.19% River Global Investors LLP 3.95% 3.52% Dowgate Wealth Management 3.55% 2.12% Since 31 December 2025, and up to the date of this report, the Company has not received any notification of changes to major shareholdings in accordance with DTR 5 of the FCA’s Disclosure Guidance and Transparency Rules. 60 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION DIRECTORS’ INTERESTS At the balance sheet date, and as at the date of these Financial Statements, Mark Hodges owns 150,000 Ordinary Shares in the Company and Will Self owns 50,000 Ordinary Shares. There were no Ordinary Shares held by any connected persons, either at the balance sheet date, nor at the date of this report. Mark Hodges, Will Self, James Corsellis and Vinoy Nursiah have interests in the Company’s long term incentive plan, as detailed in Note 29 of these Financial Statements. James Corsellis is the Chief Investment Officer of Marwyn Investment Management LLP which, at the balance sheet date, managed 59.11% of the Ordinary Shares and 525,000 matching warrants and 1 sponsor share. James Corsellis is also the managing partner of Marwyn Capital LLP, a firm which provides corporate finance support, company secretarial services and ad‑hoc managed services support to the Company. Details of the related party transactions which occurred during the period are disclosed in Note 30 of these Financial Statements, save for the participation in the Company’s long term incentive plan as disclosed in Note 29 of these Financial Statements. There were no loans or guarantees granted or provided by the Company and/or any of its subsidiaries to or for the benefit of any of the Directors. SHARE CLASS RIGHTS Rights and obligations attaching to the Company’s shares are set out in the Articles, details on these are further set out in Note 25 of these Financial Statements. ANNUAL GENERAL MEETING The Company’s first AGM has been scheduled for 26 March 2026, the notice and circular relating to the AGM is available on the Company’s website. MANAGEMENT REPORT The Strategic report, Management Report, Governance section and Directors’ report together are the management report for the purposes of DTR 4.1.5(2). CORPORATE GOVERNANCE STATEMENT The Governance section of the Annual Report and the risk management and internal control framework section of the Management Report, fulfils the requirement of a corporate governance statement under DTR 7.2.1. INFORMATION REQUIRED BY UK LISTING RULE 22.2.24R All information required to be disclosed by the Company by UK Listing Rule 22.2.24R is set out within this Directors’ Report. DIRECTOR AND SENIOR MANAGEMENT DIVERSITY REPORTING In accordance with Listing Rule 22.2.30R(2), the following tables set out numerical data on the ethnic background and the gender of the Company’s directors and ‘executive management’, being members of the Company’s executive committee. Data concerning ethnic background and gender is collected directly from individuals. Company directors are required to complete a form on an annual basis, whereas members of Group Executive Committee are required to complete a diversity declaration upon joining the Company and advise if this information changes. This data has been completed based on the board composition as at 31 December 2025. Annual Report and Audited Consolidated Financial Statements 2025 61
DIRECTORS’ REPORT Reporting on gender Number of senior positions on the Board Number in Percentage Number of Percentage of (CEO, CFO, SID executive of executive Board members the Board and Chair) management management Men 6 86% 4 3 100% Woman 1 14% 0% Not specified / prefer not to say 0% 0% Reporting on ethnic background Number of senior positions on the Board Number in Percentage Number of Percentage of (CEO, CFO, SID executive of executive Board members the Board and Chair) management management White British or other White (including minority white groups) 6 86% 3 2 67% Mixed/Multiple Ethnic Groups 0% 0% Asian/Asian British 1 14% 1 1 33% Black/African/ Caribbean/Black British 0% 0% Other ethnic group, including Arab 0% 0% Not specified/ prefer not to say 0% 0% DIRECTOR AND SENIOR MANAGEMENT DIVERSITY AND TCFD As explained on page 38, the Company has not met the targets on board diversity which are set out in Listing Rule 22.2.30R(2). The Company is committing to fostering a Company culture that promotes diversity and inclusion, and during the year the Company designed and implemented a group wide Diversity & Inclusion policy. The Company adopted TCFD during the year, please see TCFD report on pages 19 to 24. 62 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION STATEMENT OF DIRECTORS’ RESPONSIBILITIES The Directors are responsible for preparing the consolidated financial statements in accordance with applicable laws and regulations, including the BVI Business Companies Act, 2004. The Directors have prepared the financial statements for the year ended 31 December 2025, which present fairly the state of affairs of the Group and the profit or loss of the Group for that period. The Directors have acted honestly and in good faith and in what the Directors believe to be in the best interests of the Company. The Directors have chosen to use International Financial Reporting Standards as adopted by the European Union (“EU adopted IFRS” or “IFRS”) in preparing the Group’s Financial Statements. International Accounting Standard 1 requires that the Financial Statements present fairly for each financial year the group’s financial position, financial performance and cash flows. This requires the faithful presentation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s “Framework for the preparation and presentation of financial statements”. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable EU adopted IFRS. A fair presentation also requires the Directors to: Select consistently and apply appropriate accounting policies; Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; Make judgements and accounting estimates that are reasonable and prudent; Provide additional disclosures when compliance with the specific requirements in EU adopted IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; State that the Group has complied with EU adopted IFRS, subject to any material departures disclosed and explained in the financial statements; and Prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Stock Exchange. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group, for safeguarding the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of financial statements. Financial information is published on the Group’s website. The maintenance and integrity of this website is the responsibility of the Directors; the work carried out by the auditor does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may occur to the Financial Statements after they are presented initially on the website. Legislation in the British Virgin Islands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. DIRECTORS’ RESPONSIBILITIES PURSUANT TO DTR4 In compliance with DTR4, each of the Directors confirm to the best of their knowledge: The Financial Statements have been prepared in accordance with EU adopted IFRS, and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group; and The management report includes a fair review of the development and performance of the business and the financial position of the Group, together with a description of the principal risks and uncertainties that they face. INDEPENDENT AUDITOR Baker Tilly Channel Islands Limited (“BTCI”) remains the Company’s independent auditor for the period ended 31 December 2025 and has expressed its willingness to continue to act as auditor to the Group. BTCI has been appointed as the Company’s auditor since 2022. Annual Report and Audited Consolidated Financial Statements 2025 63
STATEMENT OF DIRECTORS’ RESPONSIBILITIES DISCLOSURE OF INFORMATION TO AUDITOR Each of the Directors in office at the date the Report of the Directors is approved, whose names and functions are listed in the Report of the Directors, confirm that, to the best of their knowledge: The Financial Statements, which have been prepared in accordance with EU adopted IFRS, present fairly the assets, liabilities, financial position and loss of the Group; The Report of the Directors includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces; So far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware; and They have taken all the steps that they ought to have taken as a Director in order to make themself aware of any relevant audit information and to establish that the Group’s auditor is aware of that information. This Directors’ Report was approved by the Board of Directors on 18 March 2026 and is signed on its behalf. By Order of the Board Mark Hodges Chair 18 March 2026 64 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION INDEPENDENT AUDITOR’S REPORT OPINION We have audited the consolidated financial statements of InvestAcc Group Limited (the ‘Company’) and together with its subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements: give a true and fair view of the consolidated financial position of the Group as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs); and have been prepared in accordance with the requirements of the BVI Business Companies Act 2004, as amended. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Jersey, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, 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 consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key observations communicated to Key audit matter How our audit addressed the matter those charged with governance Acquisition accounting We reperformed the acquisition date Based on the procedures performed, calculations made for determining we are satisfied that the acquisition The risk that the acquisition goodwill, substantiating key inputs accounting performed by management transaction has not been accounted against supporting documentation. for the year ended 31 December 2025, for in accordance with the applicable along with the related disclosures in accounting standard, IFRS 3. We evaluated the reasonableness the consolidation financial statements, of management, and management’s Financial statement impact are appropriate. experts, assumptions made in Consideration £23,802,595 determining the acquisition date fair We have nothing further to report to See Note 26 for full impact values of assets acquired and liabilities those charged with governance from assumed. our testing. We evaluated the reasonableness of critical estimates made including useful economic lives, growth & attrition rates, and the forecast periods used in determining fair values. Annual Report and Audited Consolidated Financial Statements 2025 65
Key observations communicated to Key audit matter How our audit addressed the matter those charged with governance Goodwill & intangible assets We reviewed management’s annual Based on the procedures performed, impairment goodwill impairment assessment to we are satisfied that management’s test that it addressed the requirements impairment assessment for goodwill There is a risk that goodwill of IAS 36. and intangible assets for the year and /or intangible assets could ended 31 December 2025, including require impairment in line with the We challenged the assumptions and the underlying assumptions and requirements of IAS 36. estimates applied in management’s supporting data, is appropriate and assessment. Financial statement impact: complies with the requirements of IAS 36. No Goodwill Impairment recognised We evaluated the reliability of the data used in management’s forecasts. No Impairment indicators noted for Our testing did not identify any the Intangible Assets Balance indicators of impairment. We obtained an understanding of the process that management established We have nothing further to report to for identifying impairment indicators. those charged with governance from our testing. We challenged management’s assessment in determining whether any impairment indicators existed. Fraud in relation to revenue We obtained and documented an Based on the procedures performed, recognition understanding of the entity’s revenue we are satisfied that the revenue recognition process and relevant recognition policies and practices Revenue primarily arises from controls. applied by management for the year contracts with customers for the ended 31 December 2025, along provision of pension advice and related We assessed the operational with the related disclosures in the services which is recognised in line effectiveness of these controls by consolidated financial statements, are with the principles as set out in IFRS performing a walkthrough over a appropriate. 15. There is a risk that the revenue sample of transactions. is misstated because of the incorrect Our testing did not identify any We traced a sample of revenue application of IFRS 15 principles. indications of fraud in revenue transactions through to the underlying recognition. Financial statement impact agreements to assess whether the Revenue £14,964,184 performance obligations had been We have nothing further to report to (PY: £2,532,329) appropriately met to qualify for revenue those charged with governance from recognition. our testing. Accounting Policy 2(f) We performed cut‑off testing over a Note 5 sample of contracts to ensure that revenue/contract liabilities were appropriately recognised. We inquired from management about their awareness of any fraudulent activities. We reviewed minutes of board and audit committee meetings to identify any discussions about significant transactions relating to revenue. We performed substantive analytical procedures over revenue to identify unusual fluctuations or relationships which could indicate potential revenue completeness issues. 66 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION OUR APPLICATION OF MATERIALITY Materiality for the consolidated financial statements as a whole was set at £1,384,000 (PY: £1,510,000), determined with reference to a benchmark of net assets, of which it represents 3.75% (PY: 3.75%). In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the consolidated financial statements as a whole. Performance materiality was set at 70% (PY: 70%) of materiality for the consolidated financial statements as a whole, which equates to £968,000 (PY: £1,057,000). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We reported to the Board of Directors any uncorrected omissions or misstatements exceeding £69,200 (PY: £75,500), in addition to those that warranted reporting on qualitative grounds. Due to our assessed risk we have applied a specific materiality calculated at 2% of Revenue, which equates to £300,000, for certain balances in the Consolidated Statement of Comprehensive Income namely Revenue & Administrative Expenses. A specific performance materiality of 70% was used in the performance of our procedures, which equates to £210,000. We have reported to Board of Directors any uncorrected omissions of misstatements in these line items exceeding £15,000, in addition to those that warranted reporting on qualitative grounds. CONCLUSIONS RELATING TO GOING CONCERN In auditing the consolidated financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at least twelve months from when the consolidated financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. OTHER INFORMATION The other information comprises the information included in the annual report other than the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements themselves. If, based on the work 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. RESPONSIBILITIES OF THE DIRECTORS As explained more fully in the statement of Directors’ responsibilities set out on pages 63 & 64, the Directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Directors are responsible for overseeing the Group’s financial reporting process. Annual Report and Audited Consolidated Financial Statements 2025 67
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the consolidated 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 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 consolidated financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Enquiry of management to identify any instances of non‑compliance with laws and regulations, including actual, suspected or alleged fraud; Reading minutes of meetings of the Board of Directors; Review of legal invoices; Review of management’s significant estimates and judgements for evidence of bias; Review for undisclosed related party transactions; Obtained and reviewed bank statements as well as reviewed ledgers and minutes to ensure finance income is complete and as per our expectations; Using analytical procedures to identify any unusual or unexpected relationships; and Undertaking journal testing, including an analysis of manual journal entries to assess whether there were large and/or unusual entries pointing to irregularities, including fraud. The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format specified in the TD ESEF Regulation. The auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with that format. A further description of the auditor’s responsibilities for the audit of the financial statements is located at the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS We were appointed by InvestAcc Group Limited to audit the consolidated financial statements. Our total uninterrupted period of engagement is 5 years. The non‑audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain independent of the Group in conducting our audit. Our audit opinion is consistent with the additional report to the board in accordance with ISAs. USE OF THIS REPORT This report is made solely to the Members of the Company, as a body, in accordance with BVI Business Companies Act 2004, as amended. Our audit work has been undertaken so that we might state to the 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 its Members, as a body, for our audit work, for this report, or for the opinions we have formed. Sandy Cameron For and on behalf of Baker Tilly Channel Islands Limited Chartered Accountants St Helier, Jersey Date: 68 InvestAcc Group Limited
FINANCIAL STATEMENTS Annual Report and Audited Consolidated Financial Statements 2025 69
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Note Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s Revenue 5 14,964,184 2,532,329 Cost of sales (1,032,965) (240,847) Gross profit 13,931,219 2,291,482 Administrative expenses 8 (17,914,511) (4,536,845) Other operating income 5,801 3,212 Operating Loss 6 (3,977,491) (2,242,151) Share of retained (loss)/ profit of associates 14 (8,850) 2,805 Loss on disposal of PPE (30,760) Finance income 9 288,723 525,968 Finance costs 9 (1,097,447) (9,832) Movement in fair value of warrants 240,000 Loss for the year/ period before tax (4,825,825) (1,483,210) Income tax 10 267,597 2,820,285 (Loss)/ profit for the year/ period (4,558,228) 1,337,075 Total other comprehensive income Total comprehensive (loss)/ profit for the year/ period (4,558,228) 1,337,075 (Loss)/ profit per ordinary share £’s £’s Basic 11 (0.0931) 0.0298 Diluted 11 (0.0931) 0.0288 The Group’s activities derive from continuing operations. There are no further items of comprehensive income other than those shown above. The Notes on pages 75 to 102 form an integral part of these Financial Statements. 70 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION CONSOLIDATED STATEMENT OF FINANCIAL POSITION Note As at 31 December 2025 £’s As at 31 December 2024 £’s Assets Non- current assets Property, plant and equipment 16 1,065,060 1,098,364 Right-of-use assets 17 546,606 463,506 Goodwill 13 16,442,976 12,169,000 Other Intangible assets 15 41,279,383 25,460,914 Investment in associates 14 7,309 16,159 Deferred tax asset 23 2,652,889 2,896,518 Total non-current assets 61,994,223 42,104,461 Current assets Trade and other receivables 18 3,094,853 706,991 Contract assets 5 1,411,669 265,415 Current tax receivable 695,965 Cash and cash equivalents 19 12,042,576 13,424,847 Total current assets 16,549,098 15,093,218 Total assets 78,543,321 57,197,679 Equity and liabilities Equity Ordinary Shares 25 46,464,285 45,894,484 Share premium 25 430,199 Sponsor Shares 25 1 1 Warrant cancellation reserve 1,680,000 1,680,000 Ordinary Shares Warrants 168,000 168,000 Share-based payment reserve 27, 29 380,788 277,566 Accumulated losses 27 (12,290,769) (7,732,541) Total equity 36,832,504 40,287,510 Non-current liabilities Lease liabilities 24 310,166 365,515 Deferred tax liability 23 6,035,483 6,539,736 Provisions 22 225,342 54,624 Borrowings 21 22,105,452 Total non-current liabilities 28,676,443 6,959,875 Annual Report and Audited Consolidated Financial Statements 2025 71
CONSOLIDATED STATEMENT OF FINANCIAL POSITION Note As at 31 December 2025 £’s As at 31 December 2024 £’s Current liabilities Trade and other payables 20 7,346,590 7,726,935 Contract liabilities 5 2,742,841 2,105,445 Lease liabilities 24 267,387 117,914 Borrowings 21 2,677,556 Total current liabilities 13,034,374 9,950,294 Total liabilities 41,710,817 16,910,169 Total equity and liabilities 78,543,321 57,197,679 The Notes on pages 75 to 102 form an integral part of these Financial Statements. The Financial Statements were approved and authorised for issue by the Board of Directors on 18 March 2026 and were signed on its behalf by: Mark Hodges Martin Potkins Chair Director Company number: 2040956 72 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Note Ordinary Shares £’s Share Premium £’s A Shares £’s Sponsor Share £’s Share based payment reserve £’s Warrant Cancellation reserve £’s Ordinary Share Warrants £’s Accumulated losses £’s Total equity £’s Balance as at 1 July 2024 326,700 - 10,320,000 1 255,811 - - (9,069,616) 1,832,896 Total comprehensive profit for the period 1,337,075 1,337,075 A Shares reclassified to Ordinary Shares 10,320,000 (10,320,000) Cancellation of A Warrants 1,680,000 1,680,000 Share-based payment charge 29 21,755 21,755 Issuance of Ordinary Shares for acquisition 25, 26 29,096,873 29,096,873 Ordinary Shares Warrants – reclassified 168,000 168,000 Shareholder’s Loan converted to Ordinary Shares 6,150,911 6,150,911 Balance at 31 December 2024 45,894,484 1 277,566 1,680,000 168,000 (7,732,541) 40,287,510 Total comprehensive loss for the year (4,558,228) (4,558,228) Share-based payment charge 29 103,222 103,222 Issuance of Ordinary Shares for acquisition 25, 26 569,801 430,199 1,000,000 Balance at 31 December 2025 46,464,285 430,199 1 380,788 1,680,000 168,000 (12,290,769) 36,832,504 The Notes on pages 75 to 102 form an integral part of these Financial Statements. Annual Report and Audited Consolidated Financial Statements 2025 73
CONSOLIDATED STATEMENT OF CASH FLOWS Note Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s Operating activities Loss for the year / period (4,825,825) (1,483,210) Adjustments to reconcile total operating loss to net cash flows: Depreciation charges 16 319,572 47,400 Finance income 9 (288,723) (525,968) Finance expense 9 1,097,447 9,832 Share of retained loss/(profit) of associate 14 8,850 (2,805) Fair value gain on warrant provision (240,000) Share-based payment expense 29 103,222 21,755 Amortisation of intangibles 15 2,001,554 399,557 Amortisation of right of use assets 17 156,828 32,456 Loss on sale of PPE 16 30,760 Working capital adjustments: (Increase)/decrease in trade receivables (2,029,005) 626,284 Decrease in contract assets 5 199,900 185,916 Increase in contract liabilities 5 637,396 106,470 Increase/(decrease) in trade and other payables 656,363 (2,334,502) Cash (used in) operations (1,931,661) (3,156,815) Tax received/(paid) 702,938 (211,212) Net cash (used in) operations (1,228,723) (3,368,027) Investing activities Purchase of tangible assets 16 (443,462) (238,416) Proceeds from sale of tangible assets 16 126,434 Interest received 9 288,723 525,968 Deferred consideration paid 30 (6,150,911) Acquisition of business 26 (17,500,000) (19,014,396) Net cash flows (used in) received from investing activities (23,679,216) (18,726,844) Financing activities Proceeds from issue of Ordinary Shares 25 29,096,873 Proceeds from borrowings 21 25,000,000 Arrangement fee on borrowings 21 (750,000) Interest payable on borrowings 21 (274,923) Other interest payable and similar charges (267,077) (378) Lease payments 24 (182,332) (38,252) Net cash flows received from financing activities 23,525,668 29,058,243 Net (decrease)/ increase in cash and cash equivalents (1,382,271) 6,963,372 Cash and cash equivalents at the beginning of the year / period 13,424,847 6,461,475 Cash and cash equivalents at the end of the year / period 19 12,042,576 13,424,847 The Notes on pages 75 to 102 form an integral part of these Financial Statements. 74 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL INFORMATION The Company was incorporated on 31 July 2020 in the BVI as a BVI business company (registered number 2040956) under the BVI Business Companies Act, 2004 (as amended). The Company was listed on the Main Market of the London Stock Exchange on 4 December 2020 and has its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and UK establishment (BR022831) at 11 Buckingham Street, London WC2N 6DF. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or similar business combination with one or more businesses. The Directors consider there to be no ultimate controlling party. On 9 October 2024 the Company completed the InvestAcc Acquisition, acquiring the InvestAcc operating business and the Company subsequently changed its name from Marwyn Acquisition Company II Limited to InvestAcc Group Limited. On 27 March 2025, the Group announced the Platinum Acquisition, and Completion occurred on 3 November 2025 following the extraction, migration and integration of Platinum’s clients onto InvestAcc’s platform. The consideration for the Platinum Acquisition consisted of a maximum of £25.0 million. Further details on the Platinum Acquisition are included in Note 26 and the CEO Report on page 12. The entities forming part of the Group are detailed in Note 12. The Group provides services across pension administration and financial advice. 2. MATERIAL ACCOUNTING POLICIES (a) Basis of preparation The Financial Statements for the year ended 31 December 2025 have been prepared in accordance with International Financial Reporting Standards and IFRS Interpretations Committee interpretations as adopted by the European Union (collectively, “EU adopted IFRS” or “IFRS”) and are presented in British pounds sterling, which is the presentation and undefined functional currency of the Group. The Financial Statements have been prepared under the historical cost basis. The Financial Statements present the results for the year ended 31 December 2025 with a comparative six-month period to 31 December 2024. Due to the shortening of the previous financial period end and the InvestAcc Acquisition taking place towards the end of the prior period, the accounting periods are not directly comparable. As part of the InvestAcc Acquisition, all companies forming part of the Group also amended their accounting reference date to 31 December to align with the Company. The preparation of the Financial Statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 3. The material accounting policies adopted in the preparation of the Financial Statements are set out below. The policies have been consistently applied throughout the current year and prior period presented. (b) Going concern The Group meets its day-to-day working capital requirements from the positive cash flows generated by its trading activities and its available cash resources. The information in these Financial Statements has been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12 months from the date of approval. The Directors confirm that they have re-assessed the principal risks and reviewed current performance and forecasts, combined with expenditure commitments and including capital expenditure. The Group’s forecasts demonstrate it should generate positive EBITDA and cash flow in the year ending 31 December 2026 and beyond and the Directors are satisfied that the Group has sufficient cash reserves to enable it to meet its obligations as they fall due for a period of at least 12 months from the date of signing these Financial Statements. At 31 December 2025, the Group has net assets of £36,832,504 (2024: £40,287,510) and a cash balance of £12,042,576 (2024: £13,424,847). Annual Report and Audited Consolidated Financial Statements 2025 75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. MATERIAL ACCOUNTING POLICIES (CONTINUED) (c) New standards and amendments to International Financial Reporting Standards Standards, amendments and interpretations effective and adopted by the Group: IFRSs applicable to the Financial Statements of the Group have been applied for the year ended 31 December 2025 as well as for the comparative six-month period. The application of new or amended standards in these periods has had no material impact on the financial results or presentation. Standards, amendments and interpretations issued but not yet effective: The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not currently expected that these standards will have a material impact on the Group. The Group notes that whilst the revisions set out in IFRS 18 are not assessed as impacting the reported results or financial position of the Group, the layout and line items within the primary statements may vary when the IFRS becomes effective. This is a presentation matter only and does not affect recognition or measurement.
Standard Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments; 1 January 2026
IFRS 18 – Presentation and Disclosure in Financial Statements*; and 1 January 2027
IFRS 19 – Subsidiaries without Public Accountability: Disclosures* 1 January 2027
* Subject to EU endorsement
(d) Basis of consolidation The Consolidated Financial Statements consolidate the financial statements of the Company, and its subsidiary undertakings drawn up to each relevant period end date. A subsidiary is an entity controlled by the Company. Subsidiaries are fully consolidated from the date on which control is transferred to the Group or, if created directly, the subsidiary has been incorporated. The Group obtains control over an entity when it has: a) Power over the entity; b) Exposure, or rights, to variable returns from its involvement with the entity; and c) The ability to use its power over the entity to affect the amount of the Group’s returns. Where applicable, the results of subsidiaries acquired during the period are included in the consolidated statement of comprehensive income from the effective date of acquisition. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring their accounting policies into line with those used by the Group. The acquisition method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill. Inter-company transactions, balances, and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full on consolidation. (e) Associated undertakings Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. The Consolidated Financial Statements includes the Group’s share of the total comprehensive income of the associate on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases.
76 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 2. MATERIAL ACCOUNTING POLICIES (CONTINUED) (f) Revenue recognition The Group generates revenue from the provision of pension administration to clients and related services. To determine whether to recognise revenue, the Group follows the 5-step process as set out within IFRS 15: 1. Identifying the contract with a customer 2. Identifying the performance obligations 3. Determining the transaction price 4. Allocating the transaction price to the performance obligations 5. Recognising revenue when/as performance obligation(s) are satisfied The revenue and profits recognised in any period are based upon the delivery of performance obligations and an assessment of when services are delivered to the customer. Revenue is primarily generated in one of two ways: the receipt of advisory fees on the referral of clients, and the provision of pension administration services direct to customers. The Group has no material variable consideration within its revenue streams. The Group does not generate revenues with significant financing components, and therefore no discounting is applied to revenue arrangements. Pension administration services The Group’s subsidiary, IPA provides various products that are structured around services to those wishing to invest in two types of pension plans: SIPPs and SSASs. IPA earns revenue from agreements with each customer that are governed by a ‘schedule of fees.’ Under these agreements, IPA collects an annual fee for the services to be provided which include scheme set-up, ongoing management, administration and the provision of an annual valuation report. There are therefore a number of performance obligations included in the contract with the customer. However, only the initial set-up of the scheme is considered to be a distinct performance obligation. In the first year of the scheme, revenue is considered to be mainly derived from the set-up and is therefore recognised at the date of commencement. The remaining services are considered to represent a collection of performance obligations that are not consumed separately by the customer and could occur at any point over the annual term. These are therefore considered to be a collection of non-distinct performance obligations that are delivered over time and are recognised on a straight-line basis over the term of the contract from the second year onwards. Certain of the SIPP products are billed annually in advance, resulting in deferred income being recognised in the balance sheet. This is reflected as a current liability as all remaining income will be recognised in the period following the balance sheet date. SSAS products are billed annually in arrears, resulting in accrued income being recognised in the balance sheet and included in receivables. Financial advice – Wealth management and appointed representatives The Group’s subsidiary, Vesta, provides financial advice to clients, for which an advisor charge is received. Vesta has a contract with the individual to whom advice is being provided, and an advisor charge is payable to Vesta based on the advice given and level of funds being invested. This becomes payable once the client has passed a ‘cooling off’ period, which is referred to as the ‘on risk’ date. The Group considers that there is a single performance obligation, being the provision of financial advice, which is satisfied at a point in time being the ‘on risk’ date. Revenue is therefore recognised on that date. Policies sold on an indemnity basis are potentially subject to a clawback. A provision is included for any such clawbacks, although these are rare in practice. The Group also earns income from the provision of services to appointed representatives via its subsidiary InvestAcc Limited. In these situations, the customer with whom the Group has a contract is the appointed representative rather than the individual to whom pension administration is being provided. Annual Report and Audited Consolidated Financial Statements 2025 77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. MATERIAL ACCOUNTING POLICIES (CONTINUED) Treasury interest income The Group receives a share of interest on monies deposited with banks relating to client pension arrangements. This is considered to be part of the Group’s normal trading activities and is therefore recognised within revenue rather than finance income. Interest is recognised over time as it accrues on the accounts and is received on either a monthly or quarterly basis in arrears. (g) Property, plant and equipment Property, plant and equipment are stated at cost less depreciation. Depreciation is recognised so as to write off the cost of assets less their residual values, with the expected value of zero, over their useful lives on the following basis:
Fixture and fittings 20% straight-line
Motor vehicles 18% straight-line
Leasehold improvements 10% straight-line
(h) Financial instruments Investments and other financial assets Classification The Group classifies its financial assets in the following measurement categories: those to be measured subsequently at fair value (either through OCI or through profit or loss); and those to be measured at amortised cost. The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows. Measurement At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed to the income statement. Trade and other receivables The Company assesses on a forward-looking basis the expected credit losses associated with its receivables carried at amortised cost. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less an allowance for any uncollectible amounts based on expected credit losses. Trade and other payables Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with original maturities of three months or less from inception that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within current financial liabilities. Borrowings Borrowings comprise amounts drawn down from facilities; these are held at amortised cost using the effective interest rate method whereby transaction costs directly attributable to the facility are amortised over the expected life of the loan to arrive at the terminal cash flows equal to the face value of the loan. Warrants Warrants meeting the definition of equity are held in a separate reserve in equity and not subsequently remeasured. (i) Goodwill Goodwill represents the amount by which the fair value of the cost of a business combination exceeds the fair value of the net assets acquired. Goodwill is not amortised and is stated as cost less any accumulated impairment losses. The recoverable amount of goodwill is tested for impairment annually or when events or changes in circumstance indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognised immediately in the income statement.
78 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 2. MATERIAL ACCOUNTING POLICIES (CONTINUED) (j) Intangibles Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The two acquired intangibles are as follows: Branding Branding intangible value is the deemed fair value attributable to the acquired brands. Customer relationships Customer relationships intangible is the allocated fair value of the customer relationships of the acquired companies. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below). The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:
Asset Useful Economic Life Valuation method
Customer Relationships 10 to 15 years Multi-Period Excess Earnings Method
Brand value 10 years Relief From Royalty
(k) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. (l) Pensions The Group participates in defined contribution pension schemes and contributions are charged to the income statement in the year in which they are due. These pension schemes are funded, and the payment of contributions is made to separately administered trust funds. The assets of the pension schemes are held separately from the Group. Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment. (m) Leases The Group as lessee Short term leases or leases of low value are recognised as an expense on a straight-line basis over the term of the lease. The Group recognises right-of-use assets under lease agreements in which it is the lessee. The underlying assets mainly comprise property and are used in the normal course of business. The right-of-use assets comprise the initial measurement of the corresponding lease liability payments made at or before the commencement day as well as any initial direct costs and an estimate of costs to be incurred in dismantling the asset. Lease incentives are deducted from the cost of the right-of- use asset. The corresponding lease liability is included in the consolidated statement of financial position as a lease liability. The right-of-use asset is depreciated over the lease-term and if necessary impaired in accordance with applicable standards. The lease liability is initially measured at the present value of the lease payments that are not paid at that date, discounted using the rate implicit in the lease. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (application of the effective interest method) and by reducing the carrying amount to reflect the lease payments made. No lease modification or reassessment changes have been made during the reporting period from changes in any lease terms or rent charges. (n) Equity Ordinary shares and sponsor shares are classified as equity. Incremental costs directly attributable to the issue of new shares are recognised in equity as a deduction from the proceeds. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Annual Report and Audited Consolidated Financial Statements 2025 79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. MATERIAL ACCOUNTING POLICIES (CONTINUED) (o) Corporation tax Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets and unused tax losses can be utilised, except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. (p) Earnings per ordinary share The Group presents basic earnings per Ordinary Share (“EPS”) data for its Ordinary Shares as disclosed in more detail in Note 11. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of Ordinary Shares outstanding during the year. Diluted EPS is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of all potential dilutive Ordinary Shares Warrants and Incentive Shares which would result in Ordinary Shares. (q) Share based payments The A1 Ordinary Shares and A2 Ordinary Shares in InvestAcc (BVI) Limited (the “Incentive Shares”), represent equity- settled share-based payment arrangements under which the Group receives services as a consideration for the additional rights attached to these equity shares. Equity-settled share-based payments to Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. Fair value is determined using an appropriate valuation technique, further details of which are given in Note 29. The fair value is expensed, with a corresponding increase in equity, on a straight-line basis from the grant date to the expected exercise date. Where the equity instruments granted are considered to vest immediately as the services are deemed to have been received in full, the fair value is recognised as an expense with a corresponding increase in equity recognised at grant date. 80 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The preparation of the Group’s Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. 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. Actual results may differ from these estimates. Key sources of estimation uncertainty Identifiable assets acquired and liabilities assumed As required by IFRS 3, we have measured the assets acquired and liabilities assumed on the acquisition in the period at their fair value on acquisition. The fair values of contract assets at the acquisition date were estimated to obtain a price that would be paid to transfer the assets in an orderly transaction between market participants. The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of the business, the acquisition of branding, customer relationships, and intellectual property, whether arising from separate purchases or from the acquisition as part of the business combination, and development expenditure, which is expected to generate future economic benefits, are based, to a considerable extent, on management’s estimations. Independent specialists were engaged to review the assessment. The fair value of these assets is determined by discounting estimated future net cash flows the asset is expected to generate where no active market for the asset exists. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets. Goodwill impairment As required by IAS 36, goodwill is required to be considered for impairment at least annually or whenever indicators of impairment are present. The Directors have prepared forecasts and are satisfied that no impairment is required. The inputs and considerations of this review are outlined in Note 13. Valuation of Incentive Scheme The Company has issued Incentive Shares as part of the creation of a long-term incentive scheme which is valued using a Monte Carlo model. This model requires estimation and judgement surrounding the inputs of exercise price, expected volatility, risk free rate, expected dividends, and expected term of the Incentive Shares. The Ordinary A share liability held, represents the subscription price where there is an option to redeem the shares for cash in the instance of a good leaver for certain individuals, at the lower of market value and the subscription price. Other disclosures relating to the Group’s exposure to risk and uncertainties in relation to financial instruments are included in Note 28. Critical accounting judgements Revenue recognition As detailed in Note 5, the recognition of revenue arising from pension administration services requires judgements and estimates to determine the appropriate allocation of revenue to performance obligations. Annual Report and Audited Consolidated Financial Statements 2025 81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. SEGMENT INFORMATION Management currently identifies two operating segments in the Group under IFRS 8 being the provision of pension administration and related services, and the provision of wealth management services. Although the Group is organised into three separate trading companies, all these entities are centrally managed and controlled, and internal reporting is presented on a consolidated basis, and under the two segments identified. The Group’s Directors have been determined to be the chief operating decision-maker (‘’CODM”), as defined by IFRS 8 Operating Segments, for the Group. The CODM reviews the Group’s internal reporting based around these segments in order to assess performance and allocate resources. It considers interest income and expense on a net basis and consequently the total interest income and expense for all reportable segments is presented net. The segments are differentiated by the type of products provided. The segmental results and comparatives are presented on an underlying basis (pre-tax), the basis reviewed by the CODM. Results included within ‘other’ comprises income and expenditure not attributed to the Group’s operating segments. These amounts include those arising from other head office costs which cannot be attributable to any such operating unit, such as net income on the Company’s cash reserves. Inter-segment services are generally recharged at cost. Significant customers There are no individual customers comprising 10% or more of combined revenues in any period. Year ended 31 December 2025
Pension administration and related services £’s Wealth management services £’s Other £’s Total £’s
Revenue 11,242,101 3,722,083 14,964,184
Cost of sales (1,032,965) (1,032,965)
Gross profit 11,242,101 2,689,118 13,931,219
Administrative expenses (7,055,880) (1,464,305) (9,394,326) (17,914,511)
Other operating income 5,801 5,801
Operating profit /(loss) 4,186,221 1,230,614 (9,394,326) (3,977,491)
Period ended 31 December 2024
Pension administration and related services £’s Wealth management services £’s Other £’s Total £’s
Revenue 1,731,030 801,299 2,532,329
Cost of sales (15,661) (225,186) (240,847)
Gross profit 1,715,369 576,113 2,291,482
Administrative expenses (1,055,105) (323,684) (3,158,056) (4,536,845)
Other operating income 3,212 3,212
Operating profit /(loss) 660,264 255,641 (3,158,056) (2,242,151)
82 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 5. REVENUE Revenue is earned from contracts with customers within the United Kingdom. Significant judgements and policies The Company applies the principles of revenue recognition set out in IFRS 15. The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer. For revenue from wealth management and appointed representative referrals, for which the Group receives a fee, revenue is recognised at a point in time. For pension administration services where an annual fee is charged to a customer, revenue is recognised ‘over time’ as control of the performance obligation is transferred to the customer. This particular element of revenue recognition requires judgement. The Directors have concluded that, for fees charged in the first year, revenue represents services already delivered (e.g. the setup of the scheme) and the income is therefore recognised when billed. For subsequent years, revenue represents a number of non-distinct services for which there are no standalone prices. Revenue is therefore recognised evenly on a monthly basis over the course of the year. Treasury interest income received from banks holding client monies on interest sharing arrangements is recognised on a monthly basis. Disaggregation of revenue The Directors consider that, based on the characteristics of the work being performed and the consequential effect on the nature of revenue recognition, there are four categories of revenue. An analysis of the revenue recognised in each year and period is shown below.
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Pension administration services 7,616,518 1,358,822
Wealth management 2,784,940 580,309
Appointed representative revenue 937,143 220,990
Treasury interest income 3,625,583 372,208
14,964,184 2,532,329
All categories of revenue increased in the year ended 31 December 2025 due to the recognition of a full year’s revenue for InvestAcc, recognition of Platinum revenue from 3 November and the impact of enhancements to the Treasury Function. Contract balances As noted above, for pension administration services the timing or billing is such that invoicing does not necessarily represent the timing of services. As a result, contract assets and liabilities arise depending on whether the services are billed in arrears (for SSAS) or in advance (SIPP). In both cases, the contract asset or liability will be realised in the following year. All deferred income included in the balance sheet at 31 December 2025 is expected to reverse within one year. All deferred income included in the balance sheet at 31 December 2024 was reversed within the year ended 31 December 2025. The balances included as follows.
As at 31 December 2025 £’s As at 31 December 2024 £’s
Accrued income- contract assets 1,411,669 265,415
Deferred income- contract liabilities (2,742,841) (2,105,445)
Annual Report and Audited Consolidated Financial Statements 2025 83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6. OPERATING LOSS Loss for the year/ period has been arrived at after charging:
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Depreciation of property, plant and equipment 319,572 47,400
Amortisation of right of use assets 156,828 32,456
Amortisation of Intangibles 2,001,554 399,557
Loss on disposal of PPE 30,760
7. EMPLOYEES AND DIRECTORS During the year ended 31 December 2025, the Company had seven serving Directors: Mark Hodges, Will Self, Vinoy Nursiah, James Corsellis, Martin Potkins, Giovanni Castagno, and Helen Copinger-Symes. The Group has 196 employees at the year-end who were not Directors of the Company during the year (2024: 110). Vinoy Nursiah was appointed as a Director effective 1 April 2025 and left the business on 8 January 2026. The Company’s subsidiary has issued Incentive Shares directly to Will Self, Mark Hodges, and Vinoy Nursiah. James Corsellis is indirectly beneficially interested in the Incentive Shares through his interest in MLTI. Further detail is disclosed in Note 29. (a) Employment costs for the Group during the year/ period:
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Directors’ salaries 1,353,852 1,020,649
Staff salaries 5,652,528 998,331
Social security costs 867,011 239,031
Pension contributions 235,867 28,713
Short term employee benefits 20,000 8,671
Termination benefits 10,000
Total employment costs expense 8,129,258 2,305,395
Mark Hodges in respect of his appointment as Non-executive Director and Chair is entitled to an annual fee of £250,000. Will Self in respect of his appointment as Chief Executive Officer is entitled to an annual gross salary of £332,000, employer pension contribution of 8% of gross salary and car allowance of £10,000. There are provisions for discretionary annual bonuses to be paid up to the maximum value of 75% of his salary, provided performance targets are met. In the period ended 31 December 2024, he was awarded a transactional bonus of £240,000 and satisfied performance conditions for further bonuses of £96,000. Of the total awarded, he was paid £180,000 in the period ended 31 December 2024 and was paid a further £108,000 in the year ended 31 December 2025, with the remaining value of £48,000 plus social security to be paid in FY2026 and FY2027, as outlined in Note 22. In the period ended 31 December 2025, he was awarded a performance-based bonus of £218,400. Of the total awarded, he was paid £Nil in the period ended 31 December 2025. He will be paid £109,200 in FY2026 with the remaining value of £109,200 plus social security to be paid in FY2027 and FY2028, as outlined in Note 22. Vinoy Nursiah was entitled to an annual gross salary of £200,000 and employer pension contributions of 8% of Gross salary. Gross salary of £150,000 was paid in the year. James Corsellis in respect of his appointment as Non-Executive Director is entitled to an annual fee of £75,000. Giovanni Castagno, Helen Copinger-Symes and Martin Potkins. in respect of their appointment as Independent Non- Executive Directors are each entitled to an annual fee of £75,000, with a further £5,000 in respect of their roles as Chairs of a Committee.
84 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 7. EMPLOYEES AND DIRECTORS (CONTINUED) (b) Key management compensation During the period, the Board considered the Directors of the Company, the Chief Risk Officer, the Interim Chief Operating Officer and the Chief Commercial Officer to be the key management personnel of the Group.
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Fees and salaries 2,057,967 1,124,473
Social security costs 287,328 148,924
Pension contributions 38,460 8,067
Short term employee benefits 20,000 8,671
Termination benefits 10,000
Total employment costs expense 2,403,755 1,300,135
(c) Employed persons The average monthly number of persons employed by the Group (including Directors) during the period was as follows:
Year ended 31 December 2025 number 6 months ended 31 December 2024 number
Directors 7 5
Other staff 135 110
142 115
8. ADMINISTRATIVE EXPENSES
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Group expenses by nature
Personnel costs 8,129,258 2,305,395
Non-recurring project, professional and diligence costs 3,618,297 354,825
Professional support 2,923,991 901,862
Amortisation of Intangibles 2,001,554 399,557
Amortisation of right-of-use assets 156,829 32,456
Audit fees payable (Note 32) 79,081 106,500
Share-based payment expenses (Note 29) 103,222 21,755
Depreciation of property, plant and equipment 319,572 47,400
Sundry expenses 582,707 367,095
17,914,511 4,536,845
The above is inclusive of acquisition related costs of £2.7 million in the year (period to 31 December 2024: £1.5 million).
Annual Report and Audited Consolidated Financial Statements 2025 85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9. NET FINANCE INCOME
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Interest on cash and cash equivalents 288,723 525,968
Total finance income 288,723 525,968
Lease finance costs (39,813) (9,454)
Other interest payable and similar charges (267,077) (378)
Loan interest payable (790,557)
Total finance expense (1,097,447) (9,832)
Net finance (expense)/income (808,724) 516,136
10. INCOME TAX
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Current tax:
UK corporation tax
Adjustments in respect of prior periods
Total current tax charge
Deferred tax:
Origination and reversal of temporary differences 267,597 2,820,285
267,597 2,820,285
Tax on ordinary activities Reconciliation of effective rate and tax charge
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Loss on ordinary activities before tax (4,825,825) (1,483,210)
Capital allowances (430,246) (43,034)
Expenses not deductible for tax purposes 6,289,874 694,742
Profit/(loss) on ordinary activities subject to corporation tax 1,033,803 (831,502)
Profit/(loss) multiplied by the rate of corporation tax in the UK of 25% (31 December 2024: 25%) 258,451 (207,876)
Effects of:
Tax losses not utilised 113,371
Tax Losses used in group offset (258,451) 94,505
Movements in deferred taxation (Note 23) 267,597 2,820,285
Total taxation credit 267,597 2,820,285
The Group is tax resident in the UK and as at 31 December 2025, had cumulative tax losses available to carry forward against future trading profits of £10,291,572 (2024: £11,279,136) subject to agreement with HM Revenue & Customs. A deferred tax asset is recognised in relation to carried forward losses as it is probable that the tax losses can be utilised. Pillar Two Tax reform has been considered but the Group is not of a sufficient size to be included.
86 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 11. EARNINGS PER ORDINARY SHARE The sponsor share has no rights to distributions so has been ignored for the purposes of IAS 33. Basic EPS is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of Ordinary Shares in issue during the period. For the period to 31 December 2024, diluted EPS was calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of all Ordinary Shares Warrants which would result in dilutive potential Ordinary Shares. As more fully detailed in Note 29 and the Remuneration Report set out earlier, Incentive Shares in InvestAcc (BVI) Limited have been issued. On exercise, the value of these shares is expected to be delivered by the Company issuing new ordinary shares, and hence the Incentive Shares could have a dilutive effect, although the Company has the right at all times to settle such value in cash. Whilst the Incentive Shares cannot currently be redeemed as the relevant criteria have not yet been met, as the Preferred Return has been met the Incentive Shares do have value to the incentive shareholders, and accordingly the estimated number of Ordinary Shares that would need to be issued at 31 December 2024 to satisfy the value of the LTIP have been included for the purposes of diluted EPS as set out in the table below. For the period ended 31 December 2025, as the Company has made a loss, both Ordinary Share Warrants and Incentive Shares are anti-dilutive, and accordingly no adjustment has been made as set out in the table below.
Year ended 31 December 2025 6 months ended 31 December 2024
Ordinary Profit / Loss per share
(Loss)/ profit attributable to owners of the parent (£’s) (4,558,228) 1,337,075
Weighted average in issue 48,941,703 44,834,020
Basic (loss) / profit per ordinary share (£’s) (0.0931) 0.0298
Diluted (loss) / profit per share
Earnings for the purpose of diluted earnings per share (4,558,228) 1,337,075
Number of shares 48,941,703 44,834,020
Effects of potential dilutive ordinary shares:
Ordinary share warrants N/A 700,000
Incentive Shares N/A 960,440
Weighted average number of ordinary shares in issue N/A 46,494,460
Diluted (loss)/ earnings per share (0.0931) 0.0288
12. SUBSIDIARIES InvestAcc Group Limited is the parent company of the Group, the Group comprises the following subsidiaries as at 31 December 2025:
Company name Nature of business Country of incorporation Ordinary Shares held
InvestAcc (BVI) Limited Incentive vehicle British Virgin Islands 100% 1
InvestAcc IH Limited Holding Company British Virgin Islands 100% 1
InvestAcc UK Limited Holding Company England 100% 1
InvestAcc Holdings Limited Holding Company England 100% 1
InvestAcc Pension Administration Limited Pension administration England 100% 1
InvestAcc Limited Financial wealth advice England 100% 1
Vesta Wealth Limited Financial wealth advice England 100% 1
InvestAcc Pension Trustees Limited Pension Funding England 100% 1
Platinum Trustees Limited 2 Pension Trustee Company England 100% 1
Ashby London Trustees Limited 2 Pension Trustee Company England 100% 1
Platinum (PP) Trustees Limited 2 Pension Trustee Company England 100% 1
Ashby London (PP) Trustees Limited 2 Pension Trustee Company England 100% 1
Whitehead Trustees Limited Pension Trustee Company England 100%1
1 Indirectly Held 2 Acquired during the year as part of the Platinum Acquisition The share capital of InvestAcc (BVI) Limited consists of both Ordinary Shares and Incentive Shares. The Incentive Shares are non-voting and disclosed in more detail in Note 29. The registered office of InvestAcc (BVI) Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and has a UK Establishment address at 11 Buckingham Street, London, WC2N 6DF.
Annual Report and Audited Consolidated Financial Statements 2025 87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12. SUBSIDIARIES (CONTINUED) InvestAcc IH Limited was incorporated on 14 February 2025. The registered office of InvestAcc IH Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and has a UK Establishment address at 11 Buckingham Street, London, WC2N 6DF. InvestAcc UK Limited was incorporated on 13 May 2024. The registered office of InvestAcc UK Limited is 11 Buckingham Street, London, United Kingdom, WC2N 6DF. The registered office of InvestAcc Holdings Limited, InvestAcc Pension Administration Limited, InvestAcc Pension Trustees Limited, Platinum Trustees Limited, Ashby London Trustees Limited, Platinum (PP) Trustees Limited, Ashby London (PP) Trustees Limited, InvestAcc Limited, Whitehead Trustees Limited and Vesta Wealth Limited is Solway House Business Park, Kingstown, Carlisle, England, CA6 4BY. Three of the subsidiaries within the group are authorised, and regulated, by the Financial Conduct Authority – InvestAcc Pension Administration Limited, InvestAcc Limited, and Vesta Wealth Limited. As part of their regulatory requirements, there was a combined regulatory capital requirement of £3.0m. At 31 December 2025, in aggregate, surplus capital balances in the Group’s regulated entities amounted to 295% of the capital requirement. Under the Facility, the Group is required to hold a minimum level of cash as part of the liquidity covenant. The Group holds £3 million of cash to meet its regulatory capital requirements and to satisfy the requirements of the liquidity covenant under the Facility. 13. GOODWILL
Total £’s
Cost
At 1 July 2024
Recognised on acquisition 12,169,000
At 31 December 2024 12,169,000
Recognised on acquisition (Note 26) 4,273,976
At 31 December 2025 16,442,976
Accumulated impairment losses
At 1 July 2024
Charge for the period
At 31 December 2024
Charge for the year
At 31 December 2025
Net book value
At 31 December 2024 12,169,000
At 31 December 2025 16,442,976
The Platinum Acquisition was completed on 3 November 2025 by the Group’s 100% owned subsidiary InvestAcc Pension Administration Limited following extraction, migration and integration of the AJ Bells’s clients onto InvestAcc’s platform. As part of the acquisition of the business £4,273,976 was recognised as goodwill with the principal reason to continue strengthening the Group’s position as a market leader in Full SIPP administration. The goodwill held in the Group’s balance sheet is tested at least annually for impairment, or more frequently when indicators of impairment arise. For the purposes of impairment testing, goodwill is allocated to the cash-generating units (“CGUs”) expected to benefit from the synergies of the underlying business combination. Of the total goodwill balance of £16,442,976 (2024: £12,169,000), £14,118,211 has been allocated to the pension administration and related services CGU and £2,324,765 to the wealth management services CGU. In the current year, the Group has determined the recoverable amount of both CGUs using the fair value less costs of disposal (“FVLCD”) method. FVLCD has been assessed using a market-based methodology derived from EBITDA multiples observed in comparable listed and private transactions involving similar businesses. The recoverable amount of goodwill relating to pension administration and related services has been determined using market-based valuation multiples. Reference multiples included recent transactions in the sector. The calculation resulted in an estimated enterprise value amount exceeding the carrying value of the CGU, including allocated goodwill. Management therefore concludes that no impairment is required. Management also considers that reasonably possible changes in key assumptions (including valuation multiples or EBITDA estimates) would not result in a recoverable amount below the carrying value.
88 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 13. GOODWILL (CONTINUED) The recoverable amount of goodwill relating to wealth management services has been determined using market-based valuation multiples. Reference multiples included recent transactions in the sector. The calculation resulted in an estimated enterprise value amount exceeding the carrying value of the CGU, including allocated goodwill. Management therefore concludes that no impairment is required. Management also considers that reasonably possible changes in key assumptions (including valuation multiples or EBITDA estimates) would not result in a recoverable amount below the carrying value. 14. INVESTMENT IN ASSOCIATES
Total £’s
Cost
At 1 July 2024
Recognised on the Acquisition of a subsidiary Group 13,354
Share of associates’ comprehensive income 2,805
At 31 December 2024 16,159
Share of associates’ comprehensive loss (8,850)
At 31 December 2025 7,309
The Group holds 33% of the shares in HGH Wealth Management Limited, a company incorporated in England and Wales whose principal activity is the provision of financial planning advice. The above represents the Group’s share of the associates’ net assets on an equity accounting basis. The Group’s shares of the associates’ comprehensive income is included in the income statement. The Group has historically waived its entitlement to dividends in respect of its interest in HGH Wealth Management Limited. This results in an adjustment to realign the Group’s share of net assets each year (effectively representing its share of the reduction in net assets arising from the dividends). This is shown separately above but is deducted from the Group’s share of profits and losses shown in the income statement. No dividends have been declared or paid in the year ended 31 December 2025.
15. OTHER INTANGIBLE ASSETS
Customer relationships Brand Total
Pension Administration £’s Wealth Management £’s Appointed representative £’s £’s £’s
Cost
At 1 July 2024
Additions recognised on acquisition 20,755,434 3,492,397 237,916 1,374,724 25,860,471
At 31 December 2024 20,755,434 3,492,397 237,916 1,374,724 25,860,471
Additions recognised on acquisition (Note 26) 17,820,023 17,820,023
At 31 December 2025 38,575,457 3,492,397 237,916 1,374,724 43,680,494
Amortisation
At 1 July 2024
Charge for the period (309,942) (52,944) (5,410) (31,261) (399,557)
At 31 December 2024 (309,942) (52,944) (5,410) (31,261) (399,557)
Charge for the year (1,607,464) (232,826) (23,792) (137,472) (2,001,554)
At 31 December 2025 (1,917,406) (285,770) (29,202) (168,733) (2,401,111)
Net book value
At 31 December 2024 20,445,492 3,439,453 232,506 1,343,463 25,460,914
At 31 December 2025 36,658,051 3,206,627 208,714 1,205,991 41,279,383
The Company has recognised customer relationships in both the current year and prior period on acquisition of businesses, when it has been able to demonstrate historic benefits from strong customer retention, evidenced by low historic and current attrition rates, particularly with institutional clients, such as employers. The estimated useful life of these amounts is 11 – 15 years for both pension administration services and wealth management services, and 10 years for appointed representative services. The Company recognised a value attributable to the InvestAcc brand in the period ended 31 December 2024 on acquisition of InvestAcc, as InvestAcc is a multi-award-winning platform recognised for its ability to drive growth and deliver value to its customers. The platform’s reputation in the market continues to contribute positively to the Company’s financial performance and growth prospect. The Brand value has an estimated useful life of 10 years. Management concluded there were no indicators of impairment to intangible assets in the year ended 31 December 2025 (2024: None).
Annual Report and Audited Consolidated Financial Statements 2025 89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16. PROPERTY, PLANT AND EQUIPMENT
Fixtures and fittings £’s Motor vehicles £’s Leasehold Improvements £’s Total £’s
Cost
At 1 July 2024
Acquisition of subsidiary 102,923 311,734 492,691 907,348
Additions 14,568 223,848 238,416
At 31 December 2024 117,491 311,734 716,539 1,145,764
Additions 109,984 222,030 111,448 443,462
Disposals (194,696) (194,696)
At 31 December 2025 227,475 339,068 827,987 1,394,530
Depreciation
At 1 July 2024
Charge for the period 8,586 16,336 22,478 47,400
At 31 December 2024 8,586 16,336 22,478 47,400
Charge for the year 54,249 70,413 194,910 319,572
Disposals (37,502) (37,502)
At 31 December 2025 62,835 49,247 217,388 329,470
Net book value
At 31 December 2024 108,905 295,398 694,061 1,098,364
At 31 December 2025 164,640 289,821 610,599 1,065,060
17. RIGHT-OF-USE ASSETS
Property £’s Total £’s
Cost
At 1 July 2024
Acquisition of subsidiary 471,691 471,691
Additions 24,271 24,271
At 31 December 2024 495,962 495,962
Additions 239,928 239,928
Disposals (20,664) (20,664)
At 31 December 2025 715,226 715,226
Amortisation
At 1 July 2024
Charge for the period 32,456 32,456
At 31 December 2024 32,456 32,456
Charge for the year 156,828 156,828
Disposals (20,664) (20,664)
At 31 December 2025 168,620 168,620
Net book value
At 31 December 2024 463,506 463,506
At 31 December 2025 546,606 546,606
90 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 18. TRADE AND OTHER RECEIVABLES
As at 31 December 2025 £’s As at 31 December 2024 £’s
Amounts receivable within one year:
Trade receivables 1,493,151 276,528
Prepayments 431,103 290,293
Other receivables 1,170,599 14,873
VAT receivable 125,297
3,094,853 706,991
Trade and other receivables above are stated net of expected credit loss (“ECL”) provisions where necessary, which are calculated using the simplified approach grouping trade receivables on the basis of their shared credit risk characteristics. Trade receivables are regularly reviewed for bad and doubtful debts. The Group’s policy is to include a provision for impairment based on estimated credit losses. This includes an assessment where relevant of forward-looking information on macroeconomic factors that may affect the ability of customers to settle receivables. Trade receivables are written off where there is no reasonable expectation or recovery, for example where the customer has entered insolvency proceedings or where a customer has failed to make contractual payments for an extended period. As part of this assessment, the Group also considers the likelihood of any credit losses occurring in future based on previous experience and knowledge of the respective customers. Trade and other receivables are all current and any fair value difference is not material. Trade and other receivables are assessed for impairment based upon the expected credit losses model. In order to manage credit risk, the Directors set limits for customers based on a combination of payment history and third-party credit references. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history. The Directors believe the credit risk attached to its customer base is minimal, as such have taken the ECL percentage as Nil. The maturity analysis of trade receivables is:
< 1 month £’s 1-2 months £’s 2-3 months £’s > 3 months £’s Total £’s
31 December 2024 78,213 19,757 5,700 172,858 276,528
31 December 2025 501,758 206,816 285,988 498,589 1,493,151
The expected credit loss rate on all ageing columns above is 0% (2024: 0%). Amounts over 3 months old mostly relate to pension administration services. These are not considered impaired as collection of the relevant fees is awaiting liquidity in the underlying fund, which will occur at an unspecified future point. Instances of non-collection of these fees are very rare.
19. CASH AND CASH EQUIVALENTS
As at 31 December 2025 £’s As at 31 December 2024 £’s
Cash and cash equivalents
Cash at bank 12,042,576 13,424,847
12,042,576 13,424,847
Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum short-term credit rating of B, as issued by Fitch, are accepted in the period. As set out in Note 12, the Group is required to hold a minimum level of cash balances under the terms of Facility.
Annual Report and Audited Consolidated Financial Statements 2025 91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20. TRADE AND OTHER PAYABLES
As at 31 December 2025 £’s As at 31 December 2024 £’s
Amounts falling due within one year:
Trade payables 567,429 213,110
Due to a related party (Note 30) 94,618 6,434,230
Accruals 884,095 761,875
Other tax liabilities 254,744 162,706
VAT payable 5,816
Other creditors 131,372 89,614
Deferred consideration (Note 26) 5,343,116
A1 ordinary share liability (Note 29) 65,400 65,400
7,346,590 7,726,935
There is no material difference between the book value and the fair value of the trade and other payables. All trade payables are non-interest bearing and are usually paid within 30 days.
21. BORROWINGS
£’s
At 1 January 2025
Drawdowns 25,000,000
Issue costs of borrowings (750,000)
Interest charged for the period 790,557
Repayment of interest (274,923)
Other loan fees 17,374
At 31 December 2025 24,783,008
As at 31 December 2025 £’s As at 31 December 2024 £’s
Current 2,677,556
Non-Current 22,105,452
24,783,008
Expected future cash outflows As at 31 December 2025 £’s As at 31 December 2024 £’s
Due within one year 2,677,556
Due within one to five years 10,482,174
Due after five years 26,176,644
39,336,374
The future expected cash outflows include both periodic payments of interest and repayment of principal. Amounts recognised in the Consolidated Statement of Comprehensive Income The Consolidated Statement of Comprehensive Income shows the following amounts relating to borrowings:
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Interest expenses (within finance costs) 790,557
790,557
92 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 21. BORROWINGS (CONTINUED) Amounts recognised in the Consolidated Statement of Cash Flows
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Cash inflows 25,000,000
Cash outflows – issue costs (750,000)
Cash outflows – interest on borrowings (274,923)
23,975,077
On the 27 March 2025, the Group entered into a secured loan facility for £25,000,000 with Kartesia, and as of the 31 December 2025 the Group has drawn down the full £25,000,000. The Group initially drew down £5,000,000 on which £450,000 of arrangement fees were paid. The arrangement fees were netted off from the amount received, and the cost of the arrangement fees are being recognised over the term of the loan using the effective interest rate method. The Group subsequently drew down the remaining £20,000,000 on 30 October 2025, on which £300,000 of arrangement fees were paid. As at 31 December 2025, on the undrawn amount was £Nil. The loan balance is subject to an interest rate per annum of SONIA plus a margin, which is reset on a quarterly basis subject to the level of leverage. The interest margin for the year ended 31 December 2025 was 6.75% and this is subject to an interest rate floor of 2.5%, interest is compounding and repayable on a three or six monthly basis. The loan was subject to a commitment fee per annum of the undrawn amount of 2.025%, the commitment fee is no longer payable as the full amount of the facility has been drawn. The loan has a maturity of 31 March 2031. The loan is subject to leverage and liquidity covenants which are tested on a quarterly basis. The leverage covenant calculation is based upon the total level of debt relative to the profitability of the Group on a last twelve months basis. The liquidity covenant calculation is based upon a minimum level of cash which is required to be held. The Group was in compliance with the covenants which were tested as at 31 December 2025. Security has been provided through InvestAcc (BVI) Limited granting a pledge over its shares in InvestAcc IH Limited. The covenants and security provided under the Facility are considered to be in line with the norms for such a borrowing facility.
22. PROVISIONS
As at 31 December 2025 £’s
Cost
As at 1 July 2024
Additions 54,624
As at 31 December 2024 54,624
Additions 198,030
Payments (27,312)
As at 31 December 2025 225,342
The brought forward provision represents a portion of a deferred bonus due to Will Self relating to the settlement of an awarded bonus for performance conditions met up to the period ended 31 December 2024, with the remaining value of £48,000 plus social security to be paid in FY2026 and FY2027. As at 31 December 2025 the remaining FY2024 provision represents 25% of the full bonus to which he is entitled, and corresponding social security costs which is due in more than one year (2024: 50%). During the year ended 31 December 2025, Will Self was awarded a bonus for performance-based conditions met up to the year ended 31 December 2025. A provision of £109,200 plus social security was recognised and is due to be paid in equal instalments in FY2027 and FY2028. As at 31 December 2025 the provision represents 50% of the full bonus to which he is entitled, and the corresponding social security costs which is due in more than one year.
Annual Report and Audited Consolidated Financial Statements 2025 93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23. DEFERRED TAX
As at 31 December 2025 £’s As at 31 December 2024 £’s
Deferred tax liability (6,035,483) (6,539,736)
Deferred tax asset 2,652,889 2,896,518
(3,382,594) (3,643,218)
Movement in deferred tax liability
Acquisition of business (6,463,502)
Accretion of deferred tax liability on intangible asset amortisation 439,272
Other temporary differences 64,981 (76,234)
(6,035,483) (6,539,736)
Movement in deferred tax asset
(Debit)/credit to P&L on recognition of losses (247,100) 2,819,784
Accelerated capital allowances and other temp differences 3,471 76,734
2,652,889 2,896,518
24. LEASES The Group leases properties and certain items of fixtures and fittings. With the exception of short-term leases and leases of low value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset (Note 17) and a lease liability. The Group has recognised 4 property leases in the year ended 31 December 2025 (2024: 3). Property leases relate to sites that are used as offices as part of the Group’s normal operations. There are no variable payments or extension and termination options in existence that require recognition under IFRS 16. All future cashflows are included. The leases are not subject to rent reviews. The Group has used the interest rate implicit in the lease for the office equipment lease where the capital value is readily available. For property leases, the Companies have used an incremental borrowing rate of 3% – 4%, reflecting the interest rate that would be considered to be available on borrowing from third party lenders on similar assets. In undertaking the calculations for the property leases, the Group has utilised the practical expedient in IFRS 16 to use a single discount rate across a portfolio of leases with similar arrangements. The Leases do not include any residual value guarantees or restrictive covenants. Amounts recognised in the Consolidated Statement of Financial Position relating to leases are: Right-of-use assets
£’s
Net book value
At 1 July 2024
Acquired with Subsidiary 471,691
Additions 24,271
Amortisation charge for the period (32,456)
At 31 December 2024 463,506
Additions 239,928
Amortisation charge for the year (156,828)
At 31 December 2025 546,606
Maturity analysis
As at 31 December 2025 £’s As at 31 December 2024 £’s
Due within one year 267,387 117,914
Due within one to five years 310,166 365,515
577,553 483,429
94 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 24. LEASES (CONTINUED) Amounts recognised in the Consolidated Statement of Comprehensive Income The Consolidated Statement of Comprehensive Income shows the following amounts relating to leases:
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Depreciation charge of right-of-use asset 156,828 32,456
Interest expenses (within finance costs) 39,813 10,550
196,641 43,006
Amounts recognised in the Consolidated Statement of Cash Flows
Year ended 31 December 2025 £’s 6 months ended 31 December 2024 £’s
Cash outflows 182,332 38,252
182,332 38,252
Low value leases and short-term leases The Group has no leases for which the low value or short-term exemptions of IFRS 16 has been applied (2024: None).
25. STATED CAPITAL
£’s Number
Ordinary Shares
At 30 June 2024 326,700 700,000
Shares issued for cash* 29,096,873 30,000,000
Consideration Shares 6,150,911 6,150,911
Conversion of A shares 10,320,000 12,000,000
At 31 December 2024 45,894,484 48,850,911
Consideration Shares (Note 26) 569,801 569,801
At 31 December 2025 46,464,285 49,420,712
*Shares issued for cash are stated net of £903,127 transaction costs. Under the Company’s Memorandum of Association, the Company is authorised to issue an unlimited number of ordinary shares and 100 Sponsor Shares of no par value, divided into five classes as follows: an unlimited number of Ordinary Shares without par value an unlimited number of class A ordinary shares without par value an unlimited number of class B ordinary shares without par value an unlimited number of class C ordinary redeemable shares without par value 100 Sponsor Shares without par value The Ordinary Shares are entitled to receive a share in any distribution paid by the Company and a right to a share in the distribution of the surplus assets of the Company on a winding-up. Only Ordinary Shares have voting rights attached. The Sponsor Share confers upon the holder no right to receive notice and attend and vote at any meeting of members, no right to any distribution paid by the Company and no right to a share in the distribution of the surplus assets of the Company on a summary winding-up. Provided the holder of the Sponsor Share holds directly or indirectly 5% or more of the issued and outstanding shares of the Company (of whatever class other than any Sponsor Shares), they have the right to appoint one Director to the Board. The Company must receive the prior consent of the holder of the Sponsor Share, where the holder of the Sponsor Share holds directly or indirectly 5% or more of the issued and outstanding shares of the Company, in order to: Issue any further Sponsor Shares; Issue any class of shares on a non-pre-emptive basis where the Company would be required to issue such share pre- emptively if it were incorporated under the UK Companies Act 2006 and acting in accordance with the Pre-Emption Group’s Statement of Principles; or Amend, alter or repeal any existing, or introduce any new share-based compensation or incentive scheme in respect of the Group; and Take any action that would not be permitted (or would only be permitted after an affirmative shareholder vote) if the Company were admitted to the Premium Segment of the Official List.
Annual Report and Audited Consolidated Financial Statements 2025 95
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 25. STATED CAPITAL (CONTINUED) The Sponsor Share also confers upon the holder the right to require that: (i) any purchase of Ordinary Shares; or (ii) the Company’s ability to amend the Memorandum and Articles, be subject to a special resolution of members whilst the Sponsor (or an individual holder of a Sponsor Share) holds directly or indirectly 5% or more of the issued and outstanding shares of the Company (of whatever class other than any Sponsor Shares) or are a holder of Incentive Shares. During the year ended 31 December 2025, 569,801 new ordinary shares in the Company were issued to the sellers of Platinum, at a price of 175.5p per share for an aggregate consideration of £1.0 million, with £430,199 being recognised as share premium on the Company’s Balance Sheet, as part of the consideration paid on the acquisition of the Platinum Acquisition. Further details on the acquisition are included in Note 26. 26. BUSINESS COMBINATIONS On 27 March 2025, the Group announced its acquisition of AJ Bell’s Platinum SIPP and SSAS business for a maximum consideration of £25.0 million. The Platinum Acquisition, structured as a trade and asset sale, covers the two AJ Bell Platinum products (SIPP and SSAS) and the acquisition completed on 3 November 2025. The consideration for the Platinum Acquisition consisted of £17.5 million cash paid on Completion, alongside the issue of 569,801 new ordinary shares in the Group at an issue price of 175.50p for an aggregate consideration of £1.0 million, with an additional deferred cash payment to the sellers of up to £6.5 million payable in the first half of 2026, subject to the achievement of specific client transfer targets. The Group entered into the Facility to finance the Platinum Acquisition as set out in note 21. The Platinum Acquisition was the second acquisition made by the Group, with the principal reason to deliver on the Group’s buy-and-build strategy and strengthening the Group’s position as a market leader in “Full” SIPP administration. The Platinum business provides bespoke, high-quality pensions expertise and SIPP and SSAS administration to HNW customers. During the period from Completion to 31 December 2025, the acquired business contributed £1.5m to Group revenues. The following table summarises the fair value of assets acquired, and liabilities assumed at the date of the Platinum Acquisition:
Fair value £
Customer relationships 17,820,023
Trade receivables 1,708,596
Total fair value 19,528,619
Consideration 23,802,595
Goodwill 4,273,976
The fair values include recognition of intangible assets related to customer relationships of £17.8 million which will be amortised over 11 – 13 years on a straight-line basis. The goodwill of £4.3 million comprises the potential value of new customers as well as the value of the workforce in place, which are not separately recognised. Deferred consideration is payable up to maximum value of £6.5 million, payable in cash, within 6 months of the acquisition date, based on set performance criteria, including specific client transfer targets. The deferred consideration has been discounted to present value and adjusted based on management’s expectation of the probability of reaching targets. The actual amount of deferred consideration payable is contingent upon the number of pension schemes which are active six months after completion of the Platinum Acquisition. The estimate of the deferred consideration is in line with the amount recognised in the table below, the current amount expected to be paid is £5.3m to £5.7m. The deferred consideration is expected to be paid in the first half of 2026.
Purchase consideration £’000s
Cash 17,500
Issue of shares 1,000
Deferred consideration 5,303
Total consideration 23,803
The discount on the deferred consideration will unwind up to the payment date, with a total interest cost of £40,520 recognised up to 31 December 2025.
96 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 27. RESERVES The following describes the nature and purpose of each reserve within shareholders’ equity: Accumulated losses Cumulative losses recognised in the Consolidated Statement of Comprehensive Income. Share premium Share premium is the excess of the issue price of shares received over their nominal value. Share based payment reserve The share-based payment reserve is the cumulative amount recognised in relation to the equity-settled share-based payment scheme as further described in Note 29. Warrant cancellation reserve Warrant cancellation reserve is the cumulative fair value of warrants cancelled that are not over Ordinary Shares. The current value of the reserve represents the fair value of warrants over A Shares at cancellation. 28. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS The fair value measurement of the Group’s financial and non-financial assets and liabilities utilitise market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the “Fair Value Hierarchy”): Level 1: Quoted prices in active markets for identical items; Level 2: Observable direct or indirect inputs other than Level 1 inputs; and Level 3: Unobservable inputs, thus not derived from market data. The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the year they occur. The Group has the following categories of financial instruments as at 31 December 2025:
As at 31 December 2025 £’s As at 31 December 2024 £’s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 19) 12,042,576 13,424,847
Trade receivables (Note 18) 1,493,511 276,528
Other receivables (Note 18) 1,170,599 14,873
14,706,326 13,716,248
Financial liabilities measured at amortised cost
Trade payables (Note 20) 567,429 213,110
Due to related party (Note 30) 94,618 6,434,230
Accruals (Note 20) 884,095 761,875
Other creditors (Note 20) 131,372 89,614
A1 ordinary share liability (Note 29) 65,400 65,400
Borrowings (Note 21) 24,783,008
26,525,922 7,564,229
All financial instruments as detailed above are classified as current assets and current liabilities except for Borrowings which are classified as non-current liabilities except for the interest payable within one year.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are focussed on maximising the interest earned by the Group on its cash deposits (refer Note 19) through effective management of the amount available to be placed on deposit being cognisant of the ongoing working capital requirements of the Group. Any movement in interest rates will not have a significant effect on the Group or its ability to continue to pursue its stated strategy and such movements are therefore not considered to be a material risk to the Group. Interest payable on the Kartesia loan is subject to an interest rate per annum of SONIA plus a margin, which is reset on a quarterly basis subject to the level of leverage, as detailed in Note 21. If SONIA were to increase by 1%, the total interest payable over the entire term of the Facility would increase by £1,301,393 and if SONIA decreased by 1% the Group would pay £1,301,302 less interest over the entire term of the Facility. The movement in SONIA does not, therefore have a significant effect on the Group.
Annual Report and Audited Consolidated Financial Statements 2025 97
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 28. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED) The Group has considered the main risks associated with financial instruments: market risk, credit risk and liquidity risk. Market risk mainly arises for the pension business and is primarily borne by underlying customers. Market risk across the non-pension business is managed through diversification and monitoring of market conditions. Credit risk arises from potential default by counterparties, including banks. This is managed through limit setting and due diligence on counterparties. Liquidity risk is the risk that the group has insufficient liquid financial resources to enable it to meet its obligations as they fall due. This is managed through maintaining a balance of liquid assets and monitoring future cash flow forecasts. As the Group’s financial instruments are predominantly cash and cash equivalents, market risk, liquidity risk and amount due to related parties are not currently considered to be material risks to the Group. The Group manages and mitigates any risks in accordance with the policy set out above. The Group does not currently engage in any hedging activity to further mitigate any residual risks. The Directors have reviewed the risk of holding a singular concentration of assets as predominantly all credit assets held are cash and cash equivalents, however, do not deem this a material risk. All cash and cash equivalents being held with banks and financial institutions, with a minimum short-term credit rating of B, as issued by Fitch. 29. SHARE-BASED PAYMENTS Management Long Term Incentive Arrangements The Group has put in place the LTIP, to ensure alignment between Shareholders, and those responsible for delivering the Company’s strategy enabling the Company to attract and retain the best executive management talent. The LTIP will only reward the participants if shareholder value is created. This ensures alignment of the interests of management directly with those of Shareholders. On inception of the LTIP, “Incentive Shares” were issued by the Company’s subsidiary to MLTI. On 17 June 2022, the Incentive Shares in the Company’s subsidiary were redesignated into A1 Ordinary Shares (“A1 Shares”) and A2 Ordinary Shares (“A2 Shares”) and the Incentive shares issued to MLTI were redesignated as A2 Shares. Mark Hodges, Will Self, and James Pearce were issued A1 Shares on 19 June 2022, 5 June 2023, and 22 May 2024 respectively. James Pearce’s shares were transferred to the Company for £0.01 per share in conjunction with his resignation on 19 December 2024 and were held in treasury, and then transferred back to the Company’s subsidiary and cancelled. On 31 January 2025, the 2,800 A1 Shares in issue were subject to a 1:5 bonus issue resulting in the issuance of an additional 400 A1 Shares to Mark Hodges and 160 A1 Shares to Will Self. The bonus issue was not a variation of existing rights so did not create an additional fair value charge. Following the bonus issue, 400 A1 shares were issued to Vinoy Nursiah, and 240 A1 shares were issued to Will Self. The additional fair value expense associated with issue of the 640 A1 shares has been outlined on the tables below. Preferred Return The incentive arrangements are subject to the Company’s shareholders achieving a preferred return. The preferred return is 10% per annum on a compounded basis on the capital they have invested from time to time (with dividends and returns of capital being treated as a reduction in the amount invested at the relevant time) (the “Preferred Return”). The LTIP including the Preferred Return are described in the prospectus available on the Company’s website (https://investaccgroup.com/investors). Incentive Value Subject to a number of provisions detailed below, if the Preferred Return and at least one of the vesting conditions have been met, the holders of the Incentive Shares can give notice to redeem their Incentive Shares for Ordinary Shares in the Company (“Ordinary Shares”) for an aggregate value equivalent to 20% of the “Growth”, where Growth means the excess of the total equity value of the Company and other shareholder returns over and above its aggregate paid up share capital (20% of the Growth being the “Incentive Value”). Grant date The grant date of the Incentive Shares will be the date that such shares are issued. 98 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 29. SHARE-BASED PAYMENTS (CONTINUED) Service Conditions and Leaver Provisions There are leaver provisions in relation to the A1 Shares which are set out in the subscription agreements entered into between the holders of the A1 Shares, the Company and InvestAcc (BVI) Limited. If the holder leaves in circumstances in which he or she is deemed to be a “Good Leaver” (being any reason other than a bad leaver circumstance), then the holder of the A1 Shares will be entitled to the vested portion of the A1 Shares and in respect of the remainder of the A1 Shares the holder will be required to enter into documentation under which, at the election of the Company or InvestAcc (BVI) Limited, the remainder of the A1 Shares will be compulsorily redeemed or acquired at the lower of the (i) the subscription price, (ii) the market value for such A1 Shares or the A1 Shares may be converted into Ordinary Shares in the Company, or (iii) £0.01 (as set out in the relevant subscription letter). Any holder deemed to be a Bad Leaver” (such as termination of employment for gross misconduct, fraud or criminal acts) will be required to sell his A1 Shares back to InvestAcc (BVI) Limited or the Company for a total consideration of £0.01. As there are conditions relating to certain subscriptions whereby the unvested portion of the A1 Shares can be redeemed or acquired at the lower of the (i) the subscription price or (ii) the market value for such A1 Shares, the amount received on the issue of those A1 Shares is recognised as a liability In the Financial Statements. Redemption / Exercise Unless otherwise determined and subject to the redemption conditions having been met, the Company and the holders of the Incentive Shares have the right to exchange each Incentive Share for Ordinary Shares, which will be dilutive to the interests of the holders of Ordinary Shares. However, if the Company has sufficient cash resources and the Company so determines, the Incentive Shares may instead be redeemed for cash. It is currently expected that in the ordinary course Incentive Shares will be exchanged for Ordinary Shares. However, the Company retains the right but not the obligation to redeem the Incentive Shares for cash instead. Circumstances where the Company may exercise this right include, but are not limited to, where the Company is not authorised to issue additional Ordinary Shares or on the winding-up or takeover of the Company. Any holder of Incentive Shares who exercises their Incentive Shares prior to other holders is entitled to their proportion of the Incentive Value to the date that they exercise but no more. Their proportion is determined by the number of Incentive Shares they hold relative to the total number of issued shares of the same class. Vesting Conditions and Vesting Period The Incentive Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of Incentive Shares to exercise its redemption right. The vesting conditions are as follows: i. It is later than the third anniversary of the initial acquisition and earlier than the seventh anniversary of the Acquisition; ii. A sale of all or substantially all of the revenue or net assets of the business of the Subsidiary in combination with the distribution of the net proceeds of that sale to the Company and then to its shareholders; iii. A sale of all of the issued Ordinary Shares of the Subsidiary or a merger of the Subsidiary in combination with the distribution of the net proceeds of that sale or merger to the Company’s shareholders; iv. Where by corporate action or otherwise, the Company effects an in-specie distribution of all or substantially all of the assets of the Group to the Company’s shareholders; v. Aggregate cash dividends and cash capital returns to the Company’s Shareholders are greater than or equal to aggregate subscription proceeds received by the Company; vi. A winding-up of the Company; vii. A winding-up of the Subsidiary; or viii. A sale, merger or change of control of the Company. If any of the vesting conditions described in paragraphs (ii) to (viii) above are satisfied before the third anniversary of the initial acquisition, the Incentive Shares will be treated as having vested in full. Annual Report and Audited Consolidated Financial Statements 2025 99
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29. SHARE-BASED PAYMENTS (CONTINUED) Holding of Incentive Shares MLTI, Mark Hodges, Will Self and Vinoy Nursiah at the balance sheet date hold Incentive Shares entitling them in aggregate to 100% of the Incentive Value. The following shares were in issue to management and MLTI at 31 December 2025:
Issue date Name Share designation at balance sheet date Issue price per A ordinary share £’s Number of A Ordinary Shares Unrestricted market value at grant date £’s IFRS 2 Fair value at grant date £’s
25 November 2020 MLTI A2 7.50 2,000 15,000 169,960
19 June 2022 Mark Hodges A1 23.50 2,000 47,000 166,275
5 June 2023 Will Self A1 23.00 800 18,400 60,000
31 January 2025 Mark Hodges A1 0.00 400 46,458 0.00*
31 January 2025 Will Self A1 0.00 160 18,619 0.00*
31 January 2025 Will Self A1 0.01 240 23,274 62,705
31 January 2025 Vinoy Nursiah A1 0.01 400 46,548 125,410
*Shares issued as part of a 5:1 share split, no resulting issue price paid or fair value change. Valuation of Incentive Shares Valuations were performed by Deloitte LLP using a Monte Carlo model to ascertain the unrestricted market value and the fair value at grant date. Details of the valuation methodology and estimates and judgements used in determining the fair value are noted herewith and were in accordance with IFRS 2 at grant date. There are significant estimates and assumptions used in the valuation of the Incentive Shares. Management considered at the grant date, the probability of a successful first Business Acquisition by the Company and the potential range of value for the Incentive Shares, based on the circumstances on the grant date. Under the terms of their subscription agreements, the tax value paid by Mark Hodges and Will Self on the subscriptions set out in the table above is payable to them in certain circumstances; accordingly, the cumulative unrestricted market value at grant date of their A1 shares, £65,400, is recognised as an A share liability (2024: £65,400), being the tax paid value of the shares. The fair value of the Incentive Shares granted under the scheme was calculated using a Monte Carlo model with the following inputs:
Issue date Name Share designation at balance sheet date Volatility Risk-free rate Expected term* (years)
25 November 2020 MLTI A2 25% 0.0% 7.0
19 June 2022 Mark Hodges A1 30% 2.2% 7.1
5 June 2023 Will Self A1 30% 4.4% 7.2
31 January 2025 Will Self A1 20% 4.4% 4.7
31 January 2025 Vinoy Nursiah A1 20% 4.4% 4.7
*The expected term is the estimated vesting period from the date of issuance. The Incentive Shares are subject to the Preferred Return being achieved, which is a market performance condition, and as such has been taken into consideration in determining their fair value. The model incorporates a range of probabilities for the likelihood of a Business Acquisition being made of a given size. Expense related to Incentive Shares An expense of £103,222 (2024: £21,755) has been recognised in the Statement of Comprehensive Income in respect of the Incentive Shares in issue during the year. There is a service condition associated with the shares issued to Mark Hodges, Will Self, and Vinoy Nursiah which requires the fair value charge associated with these shares to be allocated over the minimum vesting period. These vesting periods are estimated to be 4.0 years (June 2022 issuance), 3.04 years (June 2023 issuance) and 4.7 years (January 2025 issuance) respectively from the date of grant. There are no service conditions attached to the MLTI shares and as result the fair value at grant date was expensed to the profit and loss account on issue.
100 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 30. RELATED PARTY TRANSACTIONS James Corsellis has served as a Director of the Company during the year, and Antoinette Vanderpuije is the Company Secretary of the Company. The Company has in issue 29,213,667 Ordinary Shares, issued to Marwyn Investment Management LLP (“MIM LLP”), of which James Corsellis is the Chief Investment Officer, and Antoinette Vanderpuije is a partner. As at the date of this report MIM LLP manages 59.1% of Ordinary Shares in the Company (2024: 59.8%). There were no balances outstanding or due to MIM LLP as at 31 December 2025 (2024: None). James Corsellis and Antoinette Vanderpuije have an indirect beneficial interest in the A2 Ordinary Shares issued by InvestAcc (BVI) Limited to MLTI which is disclosed in Note 29. Mark Hodges, Will Self and Vinoy Nursiah, have a direct interest in the A1 Shares issued by InvestAcc (BVI) Limited, as disclosed in Note 29. Directors’ emoluments, in relation to Mark Hodges, Will Self, Vinoy Nursiah, James Corsellis, Giovanni Castagno, Helen Copinger-Symes, and Martin Potkins, are disclosed in Note 7. During the year ended 31 December 2025 as part of the consideration due in respect of the InvestAcc Acquisition, £6,150,911 was paid to the pre-acquisition shareholders of InvestAcc Holdings Limited (“IHL”), being the then parent of the InvestAcc operating group. The consideration was paid to those shareholders on receipt of a dividend from InvestAcc Holdings Limited to InvestAcc UK Limited. InvestAcc IH Limited (“IIHL”) was incorporated on 4 February 2025. During the year, IIHL issued 100% of its ordinary shares to InvestAcc (BVI) Limited and, as such, IIHL became a 100% owned subsidiary of InvestAcc (BVI) Limited. IIHL subsequently became the 100% owner of InvestAcc UK Limited and, in respect of this IIHL held an investment in InvestAcc UK Limited of £35,569,006. IIHL is the borrowing entity under the Facility and the outstanding amount related to the Facility, as per Note 21, was the primary liability on the balance sheet of IIHL. Platinum Acquisition On 3 November 2025, IPA, a 100% owned subsidiary of the Company, completed the acquisition of AJ Bell’s Platinum SIPP and SSAS business for a maximum consideration of £25,000,000. The consideration comprised: cash consideration of £17,500,000, funded through a debt facility provided by IIHL, an intermediate parent of IPA; deferred consideration of up to £6,500,000, measured at fair value of £5,302,595, which IIHL is obliged to settle; and equity consideration of £1,000,000, satisfied by the issue of fully paid shares by the Company. This resulted in an intercompany receivable of £1,000,000 to the Company from IPA, and amount payable from IPA to IIHL of £22,302,595. Subsequentially on 3 November the Group entered into a steps plan to assign the intercompany balances down the Group, in order to capitalise the intercompany balances in IIHL and the Company. The following subsidiaries and immediate parents entered into subsequent ‘Deeds of Subscription and Set Off’ whereby the immediate subsidiary issued one ordinary share at a subscription price equivalent to the intercompany payable balance in respect of the acquisition consideration due, totalling £23,802,595, to its immediate parent: IPA and IHL; IHL and InvestAcc UK Limited (‘’IUK”); and IUK and IIHL. Resulting in set off of the intercompany balance due by the corresponding subsidiary. As such IHL, IUK, and IIHL received one ordinary share in its immediate subsidiary, in exchange for investment in their immediate subsidiary for £23,802,595, via capitalisation of the intercompany receivable. In addition, the following subsidiary and immediate parent: IIHL and InvestAcc (BVI) Limited, and InvestAcc (BVI) Limited and the Company, entered into further set off agreements to assign the £1,000,000 intercompany receivable in respect of the acquisition share issue price, whereby both the Company and InvestAcc (BVI) Limited obtained one share in its immediate subsidiary in exchange for the capitalisation of the intercompany receivable, resulting in a £1,000,000 investment in its corresponding immediate subsidiary. No intercompany balances were due between Group companies as at 31 December 2025 in respect of the Platinum Acquisition. Annual Report and Audited Consolidated Financial Statements 2025 101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30. RELATED PARTY TRANSACTIONS (CONTINUED) MCLLP services James Corsellis is also the managing partner of Marwyn Capital LLP (“MCLLP”), and Antoinette Vanderpuije is a partner. MCLLP provides corporate finance support, strategic company secretarial support, administration and accounting services and charges the Company in respect of James Corsellis’ Non-Executive Director (“NED”) fees. Corporate finance and strategic company secretarial support as well as NED fees are charged based on agreed fees and contracts, with managed services support charged on a time spent basis. The year ended 31 December 2025 included one-off corporate finance service fees of 520,000 in respect of fees relating to the acquisition of Platinum (2024: £Nil). Fees are agreed on a project by project basis prior to the start of a specific workstream. Previously, fees for corporate finance support services (including research and due diligence support, as well as equity capital markets support, M&A execution and project management of workstreams) were charged on a monthly basis. The fees incurred with respect of this for the year ended 31 December 2025 were £Nil (2024: £6,755). Until such time that the Company becomes self-sufficient, MCLLP will provide strategic company secretarial and managed services support. The amount incurred in respect of strategic company secretarial fees for the year to 31 December 2025 was £150,000, exclusive of VAT, agreed from 4 July 2024 (2024: £50,000). Managed services fees including support with corporate governance, reporting, human resources and other administrative support charged for the year to 31 December 2025 were £288,280 (2024: £210,514), exclusive of VAT. NED fees charged for James Corsellis to 31 December 2025 were £75,000 (2024: £31,250). Expenses incurred by MCLLP on behalf of the Company and recharged amounted to £53,734 (2024: £113,300), exclusive of VAT. Within the year to 31 December 2025, MCLLP transitioned from being partially to fully VAT recoverable. As a result, historic VAT charges on certain services provided by MCLLP to the Company were invoiced to InvestAcc which amounted to £306,171. The VAT amount has no impact on the Statement of Comprehensive Income and it was agreed with MCLLP that this historical VAT would be paid once the reciprocal amount had been reclaimed from HMRC. The full amount was repaid prior to the end of the year and was received from HMRC and paid to MCLLP. The aggregate amount outstanding as at 31 December 2025 with respect of all services, provided by MCLLP was £82,618 (31 December 2024: £283,319), inclusive of VAT. Marwyn Partners Limited, of which James Corsellis and Antoinette Vanderpuije are both Directors, provides the Company’s current office and infrastructure space. Under agreement a monthly amount, per room, of £5,000 is charged. Fees for the year ended 31 December 2025 were £87,903 (2024: £Nil), exclusive of VAT. The amount outstanding as at 31 December 2025 was £12,000, inclusive of VAT (2024: £Nil). 31. COMMITMENTS AND CONTINGENT LIABILITIES There were no commitments or contingent liabilities outstanding at 31 December 2025 (2024: £Nil) that require disclosure or adjustment in these Financial Statements. 32. INDEPENDENT AUDITOR’S REMUNERATION Audit fees payable for the year ended 31 December 2025 were £125,310 (2024: £106,500). Fees payable for the year ended 31 December 2025 in respect of any allowable non-audit related procedures were £31,000 (2024: £27,720). 33. POST BALANCE SHEET EVENTS The Company announced on the 9 January 2026 that the employment of Vinoy Nursiah had ended with immediate effect. There were no further material post balance sheet events. 102 InvestAcc Group Limited
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ADVISERS Company Secretary Company Broker Antoinette Vanderpuije Panmure Liberum 11 Buckingham Street Ropemaker Place, Level 12 London 25 Ropemaker Street WC2N 6DF London Email: info@investaccgroup.com EC2Y 9LY English legal advisers to the Company Corporate Broker 3 Stonecutter Street Zeus Capital Limited London 82 King Street EC4A 4AW Manchester M2 4WQ Depository Registered Agent MUFG Corporate Markets Trustees (UK) Limited Conyers Trust Company (BVI) Limited Central Square Commerce House 29 Wellington Street Wickhams Cay 1 Leeds Road Town LS1 4DL Tortola British Virgin Islands VG1110 Independent auditor BVI legal advisers to the Company Baker Tilly Channel Islands Limited Conyers Dill & Pearman 2nd Floor, Lime Grove House Commerce House Green Street Wickhams Cay 1 St Helier Road Town Jersey Tortola JE2 4UB British Virgin Islands VG1110 Assistant Company Secretary Registrar Conyers Corporate Services (BVI) Limited MUFG Corporate Markets (Guernsey) Limited Commerce House Mont Crevelt House Wickhams Cay 1 Bulwer Avenue Road Town St. Sampson VG1110 Guernsey Tortola GY2 4LH British Virgin Islands Annual Report and Audited Consolidated Financial Statements 2025 103
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InvestAcc Group Limited 11 Buckingham Street Commerce House London Wickhams Cay 1 WC2N 6DF Road Town United Kingdom Tortola Vg1110 British Virgin Islands