The directors present the strategic report for the year ended 31 December 2024.

The Company is a holding company and during 2024 it held 100% of the share capital of its 6 subsidiaries.

Four of these subsidiaries are licensed by the relevant regulatory authority of each respective jurisdiction, being the United Kingdom, Malta, Gibraltar and the Isle of Man, to act as retirement scheme administrators. These subsidiaries act as trustee and administrator for the respective Trust Scheme.

iPensions Wealth Limited is a UK company specialising in pensions and retirement planning and is regulated by the Financial Conduct Authority. The Company also owns 100% of the share capital of Pension Technology Limited which holds the licence of the Group’s bespoke pensions system.

The results of the Group for the year, as set out on pages 9 to 41, illustrate a profit before tax of £2 million (2023: £2.5 million), whilst the shareholders’ funds of the group increased to £8.34 million (2023: £6.7 million).

Revenue for the year remained at the increased level achieved in 2023, with recurring revenue continuing to provide a stable revenue stream and accounting for 77% of the Group’s revenue. Administration expenses in 2024 increased due to an increase in insurance premiums, the inclusion of a provision for member claims, as well as some adjustments to take account of market and inflationary conditions. This still resulted in a strong profit result for 2024.

In 2024, we continued to earn and distribute interest to active members with positive client bank account balances. This initiative has allowed the Group to generate additional revenue and mitigate the inflationary costs without the need to pass all additional costs to our customers. Furthermore, the Group continues to invest in staff to ensure we continue delivering the high level of service for which we are known.

The Group’s cash position for the financial year 2024 of £9.7 million (2023: £8.4 million) reflects the Group’s stability. This also ensures that the Group has significant liquidity cover in order to comply with its regulatory capital requirements and is well positioned to consider acquisition opportunities should they arise. The total assets under administration at the end of 2024 amounted to £2.65 billion.

The Group has continued to ensure it maintains an excellent relationship with each jurisdiction’s Regulator, recognising the need to continue to deliver a higher standard in terms of Regulator expectations around Trustee behaviour, investment acceptance criteria along with the Group’s Compliance policies and procedures.

Market Developments

In August 2024, the Group completed an acquisition of a small book of business, the Wensley Mackay SIPP and Wensley Mackay SSAS. This has added assets under administration to the portfolio as well as generated additional revenue for the Group.

Business Strategy

The Group’s success continues to be underpinned by its prudent approach and low appetite for risk, which remains central to its strategic agenda. In line with this, the Group engages only with leading Advisers in the industry, ensuring strong oversight and adherent to the investment restrictions it has established.

At the same time, the Group is advancing its technology-led strategy, complemented by a commitment to personable service. Adviser and Member Portals are now firmly embedded, providing 24/7 access to information and resources.

These portals continue to be enhanced to support the online submission of instructions such as change of address, beneficiary details and other personal details as well as larger developments such as the online dealing functionality launched in 2023. During 2024, a significant development was the launch and full adoption of the online retirement functionality, which has strengthened engagement and improved the overall customer experience.

Conclusions and outlook

The Board is very satisfied with the results achieved in 2024, reflecting the continuous development and enhancement of the Group’s bespoke pension systems, together with the successful acquisition of the SIPP and SSAS book of business during the year.

Looking ahead, the Directors remain supportive of the ongoing digital investment which will further enhance the experience of both Members and Advisers while delivering greater economies of scale. The Board anticipated another positive year for revenue and profitability, notwithstanding the ongoing challenges within the wider market.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The Company did not trade but acts as a holding company. The principal activities of its subsidiaries are the provision of SIPP and SSAS administration, together with acting as a trustee and administrator for a privately controlled Trust Scheme and undertaking services as a registered retirement scheme administrator.

The Group has subsidiaries that operate in Malta, Gibraltar and the Isle of Man, as well as within the UK.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Group will continue to prioritise prudent risk management and operational resilience ensuring its business model remains sustainable in a challenging market and regulatory environment. Investment in technology and staffing remains central to the strategy, with a digital-first approach complemented by personal service to advisers and members.

In 2025, the Group will focus on advancing its administration hub and adviser/member portals, together with reviewing and upgrading its core infrastructure to support scalability, security and efficiency. The Group is also evaluating the potential adoption of emerging technologies, including artificial intelligence, where these can safely and effectively enhance processes and service delivery.

The Group remains committed to delivering a high-quality, personable service alongside its digital strategy, ensuring stakeholders continue to benefit from transparent, compliant and efficient solutions.

The Board will continue to review the Group’s strategy to ensure it remains aligned with the regulatory requirements, market conditions and the long-term interest of stakeholders.

The auditor, Barlow Andrews LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom and have also chosen to prepare the parent company financial statements in accordance with Financial Reporting Standard (FRS) 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing the group financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

In preparing the parent company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether FRS 101 Reduced Disclosure Framework has been followed, 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 responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of iWealth Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated and company statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK adopted international accounting standards and the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, and FCA regulations;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance; and

• enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

iWealth Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, Marshall House, 2 Park Avenue, Sale. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of iWealth Holdings Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

The following exemptions from the requirements of IFRS have been applied in the preparation of the individual parent company's financial statements, in accordance with FRS 101:

• Disclosures in respect of transactions with wholly owned subsidiaries

• Disclosures in respect of capital management

• The effects of new but not yet effective IFRSs

• Disclosures in respect of the compensation of Key Management Personnel

• Disclosures of key assumptions (including sensitivities) and valuation technique used in the determination of recoverable amount for impairment purposes

The consolidated group financial statements consist of the financial statements of the parent company iWealth Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The directors have at the time of approving the financial statements, a reasonable expectation that the truegroup has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when (or as) it satisfies a performance obligation by transferring control of a promised good or service to the customer.

The group provides administration and trustee services through contracts throughout the duration of membership. In accordance with the contract, the group receives a one-off payment at the date of inception of the policy for the services provided for the creation of the member's investment portfolio - set up fee. In addition, the group receives an annual fixed fee for the ongoing policy administration and trustee services provided. The group may also receive a one-off payment for additional services provided by the scheme trustee and administrator. Lastly, the group receives a termination fee in case the membership is terminated before 20 years.

The main sources of income derived by the group from the provision of services are recognised as follows:

• Annual trust fee is realised as revenue over the passage of time. The Company is required to satisfy two performance obligations in relation to such fee, that is charged at the inception date of the membership and then annually on the anniversary dates of the membership. These performance obligations are (1) to provide annual portfolio valuation services and (2) to provide ongoing trustee and policy administration services.

• Set up fees are recognised over time which is determined to be the period required by the scheme trustee and administrator to acquire the initial investment portfolio for a member.

• Termination fees are recognised at the time a member leaves.

Valuation of the member's portfolio is performed annually, for the existing contracts and at the inception of the membership for new contracts. This performance obligation is satisfied at a point in time being the date when the valuation is performed and shared with the respective member. This date can be prior to the invoice date, after or on that date. If invoice date is after satisfaction of this performance obligation, a contract asset is recognised by the Company.

Trustees and administration services are recognised as a performance obligation satisfied over time as the services are provided. Thus, the transaction price is deferred and recognised on a straight-line basis over the membership period.

To allocate the transaction price between these two performance obligations, the Company utilizes the cost plus margin approach. Such transaction price allocation depends on the status of each member whether being a recurring member or a new member.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

An intangible asset is recognised if it is probable that the expected future economic benefits that are attributable to the asset will flow to the group and the cost of the asset can be measured reliably.

Intangible assets are initially measured at cost. Expenditure on an intangible asset is recognised as an expense in the period when it is incurred unless it forms part of the cost of the asset that meets the recognition criteria.

The useful life of intangible assets is assessed to determine whether it is finite or indefinite. Intangible assets with a finite useful life are amortised. Amortisation is charged to profit or loss so as to write off the cost of intangible assets less any estimated residual value, over their estimated useful lives. The amortisation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

Intangible assets are derecognised on disposal or when no future economic benefits are expected from their use. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition.

Computer software

In determining the classification of an asset that incorporates both intangible and tangible elements, judgement is used in assessing which element is more significant. Computer software, which is an integral part of the related hardware is classified as property and equipment and accounted for in accordance with the company’s accounting policy on property and equipment. Where the software is not an integral part of the related hardware, this is classified as an intangible asset and carried at cost less any accumulated amortisation and any accumulated impairment losses on the following basis:

Software                20-25% straight line

Business acquisition            10% straight line

The group's property, plant and equipment consists of furniture, fixtures and other equipment.

Property, plant and equipment are initially measured at cost. Subsequent costs are included in the asset's carrying amount when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. Expenditure on repairs and maintenance of property and equipment is recognised as an expense when incurred.

Tangible assets are stated at cost less accumulated depreciation and any accumulated impairment losses. Property and equipment are derecognised on disposal or when no future economic benefits are expected from their use. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition.

Depreciation commences when the depreciable assets are available for use and is charged to profit or loss so as to write off the cost, less any estimated residual value, over their estimated useful lives, on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

The depreciation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially recognised at their fair value plus directly attributable transaction costs for all financial assets or financial liabilities not classified at fair value through profit or loss.

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when the group has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or when the entity transfers the financial asset and the transfer qualifies for derecognition.

Financial liabilities are derecognised when they are extinguished. This occurs when the obligation specified in the contract is discharged, cancelled or expires.

Classification of financial assets

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value.

Debt instruments that meet the following conditions are subsequently measured at amortised cost:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The business model

An assessment of business models for managing financial assets is fundamental to the classification of a financial asset. The group determines the business models at a level that reflects how groups of financial assets are managed together to achieve a particular business objective.

The group’s business model does not depend on management’s intentions for an individual instrument, therefore the business model assessment is performed at a higher level of aggregation rather than on an instrument-by-instrument basis. The information considered includes: (a) the stated policies and objectives for the portfolio and the operation of those policies in practice; (b) how the performance of the portfolio is evaluated and reported to the group’s management; (c) the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; (d) how managers of the business are compensated; and (e) the frequency, value and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Debt instruments measured at amortised cost

The following financial assets are classified within this category - trade receivables, cash at bank, loans receivable and amounts due from shareholders.

Appropriate allowances for expected credit losses (ECLs) are recognised in profit or loss in accordance with the group's accounting policy on ECL's.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Changes in the carrying amount as a result of foreign exchange gains or losses, impairment gains or losses and interest income are recognised in profit or loss. On derecognition, any difference between the carrying amount and the consideration received is recognised in profit and loss.

Interest revenue is recognised using the effective interest method and is included in the line item ‘Investment income’.

Trade receivables which do not have a significant financing component are initially measured at their transaction price and are subsequently stated at their nominal value less any loss allowance for ECLs.

Financial liabilities and equity

• Trade and other payables are classified with current liabilities and are stated at their nominal value.

• Ordinary shares issued by the company are classified as equity instruments.

ECLs

The group recognises a loss allowance for ECLs on the debt instruments measured at amortised cost.

The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial recognition.

For trade receivables that do not contain a ‘significant financing component' (or for which the IFRS 15 practical expedient for contracts that are one year or less is applied), the group applies the simplified approach and recognises lifetime ECL.

For all other financial instruments, the group uses the general approach and recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12 month ECL (12m ECL). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring.

Lifetime ECL represents the ECLs that will result from all possible default events over the expected life of a financial instrument. In contrast 12m ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort and, where applicable, the financial position of the counterparties.

The group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

Forward-looking information considered includes consideration of various external sources of actual and forecast economic information that relate to the group’s core operations.

Irrespective of the outcome of the above assessment, the group presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the group has reasonable and supportable information, that is available without undue cost or effort, that demonstrates otherwise.

Despite the above assessment, the group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. Accordingly, for these financial assets, the loss allowance is measured at an amount equal to 12m ECL. A financial instrument is determined to have low credit risk if i) the financial instrument has a low risk of default, ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The group considers a financial asset to have low credit risk when it has an internal or external credit rating of ‘investment grade’ as per globally understood definitions. The group has applied the low credit risk assumption for all of its financial assets.

Definition by default

The group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that receivables that meet either of the following criteria are generally not recoverable:

• when there is a breach of financial covenants by the counterparty; or

• information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the group, in full (without taking into account any collateral held by the group).

Irrespective of the above analysis, the group considers that default has occurred when a financial asset is more than 90 days past due unless the group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.

Evidence that a financial asset is credit-impaired includes observable data about the following events:

• significant financial difficulty of the issuer or the borrower;

• a breach of contract, such as a default or past due event;

• the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

• it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

• the disappearance of an active market for that financial asset because of financial difficulties.

Write-off policy

The group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery.

Measurement and recognition of ECLs

For financial assets, the credit loss is the difference between all contractual cash flows that are due to the group in accordance with the contract and all the cash flows that the group expects to receive, discounted at the original effective interest rate. ECLs represent the weighted average of credit losses with the respective risks of a default occurring as the weights.

The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information, where applicable.

Where applicable, forward looking information considered includes the future prospects of the industries include consideration of various external sources of actual and forecast economic information that relate to the group’s core operations.

Collective basis

If evidence of a significant increase in credit risk at the individual instrument level is not yet available, the group performs the assessment of significant increases in credit risk on a collective basis by considering information on, for example, a group or sub-group of financial instruments.

Where the group does not have reasonable and supportable information that is available without undue cost or effort to measure lifetime ECL on an individual instrument basis, lifetime ECL is measured on a collective basis.

In such instances, the financial instruments are grouped on the basis of shared credit risk characteristics, as follows:

• Nature of financial instruments

• Past-due status

• Nature, size and industry of debtors

• Nature of collaterals for finance lease receivables

• External credit ratings where available

• Date of initial recognition

• Remaining term to maturity

• Geographical location of the borrower

• The value of collateral relative to the financial asset if it has an impact on the probability of default occurring (for example, loan-to-value ratios).

The group is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.

Impairment of other assets

All other assets are tested for impairment. At the end of each reporting period, the carrying amount of assets is reviewed to determine whether there is an indication or objective evidence of impairment, as appropriate, and if any such indication or objective evidence exists, the recoverable amount of the asset is estimated.

An impairment loss is the amount by which the carrying amount of an asset exceeds its recoverable amount.

In the case of other assets tested for impairment, the recoverable amount is the higher of fair value (which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date) less costs of disposal and value in use (which is the present value of the future cash flows expected to be derived, discounted using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset). Where the recoverable amount is less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount, as calculated. Impairment losses are recognised immediately in profit or loss.

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event and 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.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Research and development expenditure

Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

• Amendments to IAS 21 Lack of exchangeability - effective for annual reporting periods beginning on or after 1 January 2025

• Amendments to IFRS 7 and IFRS 9 Classification and measurement of financial instruments - effective for annual reporting periods beginning on or after 1 January 2026

• IFRS 18 Presentation and disclosures in financial statements - effective for annual reporting periods beginning on or after 1 January 2027

Adoption of IFRS 18 is likely to have an impact on the presentation of the Group's financial statements. The directors are yet to assess the impact the adoption of the other standards listed above might have on the financial statements of the Group in future periods.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In the opinion of the directors, the accounting estimates and judgements made in the course of preparing these financial statements are not difficult to reach, subjective or complex to a degree which would warrant their description as significant and critical in terms of the requirements of IAS 1.

Member claims provision

The group operates in a legal and regulatory environment that exposes it to certain litigation risks. Each complaint is dealt with on its merits. The recognition of provisions and establishment of contingent liabilities requires application of judgement to existing facts and circumstances which can be subject to change.

In accordance with the Group's policy, provisions are made based on risk: 20% for low risk, 50% for medium risk, and 100% for high risk.

The group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about remaining performance obligations that have an original expected duration of one year or less.

The average monthly number of persons (including directors) employed by the group during the year was:

Their aggregate remuneration comprised:

Directors' remuneration

During the year the directors of the company received gross remuneration, including fees and benefits in kind, totalling £nil (2023: £nil).

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

From 1 April 2023, the tax rate in the UK rose from 19% to 25%.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The trade receivables figure at year end is stated after provision of £181,998 for potentially irrecoverable amounts (2023: £178,767).

At 31 December 2024 and 31 December 2023 the carrying amounts of financial assets and financial liabilities classified within current assets and current liabilities approximated their fair values due to the short-term of these assets and liabilities.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

In accordance with IFRS 16, the group measures lease liabilities at present value of the remaining lease payments, discounting using the lessee's incremental borrowing rate as of 1 January 2019. The lessee's incremental borrowing rate applied to the lease liability was 5% for property.

The group have applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

Contingent liabilities represent potential obligations that depend on the occurrence of uncertain future events not entirely within the control of the Group. These are not recognised in the financial statements when the likelihood of payment is not probable and/or the amount cannot be measured reliably. The Group exercises judgement in evaluating and recognising contingent liabilities and assets, particularly in relation to outstanding claims that are subject to negotiation or arbitration. Outcomes of arbitration may be appealed, and judgement is required to assess the likelihood of success for any pending claims.

Provisions are recognised when the Group has a present legal or constructive obligation arising from a past event for which it is probable that an outflow of economic benefit will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. This process involves significant judgement and the use of assumptions about the likelihood and magnitude of any cash outflow. The Group analyses its exposure based on available information, including consultation with professional indemnity insurers and external legal advisors where appropriate, to assess any potential liability.

The Group operates in a legal and regulatory environment that exposes it to certain litigation risks. Each complaint is assessed on its individual merits. Disputes in respect of legal matters are subject to many uncertainties and the outcome of individual matters cannot be predicted with any certainty however, based upon their experience and discussions with the Financial Ombudsman, a best estimate of potential cash outflows has been calculated by the directors and is reflected as a provision of £1.5m in the financial statements (2023: £0.4m).

The total value of claims as at 31 December 2024 stood at £2.6m (2023: £2.0m) subject to the company's excess through their Professional Indemnity Insurance in place with AIG Europe, this represents the expected maximum potential outflow.

The Directors recognise that not all the claims are similar and therefore have assessed the risk of unfavourable outcomes based on detailed external legal advice and the facts and circumstances of each different group of claims. They have therefore provisioned according to the risk with the total provision calculated at £1.5m representing 57% of the total potential claim. The provision has been calculated using the methodology detailed in note 3. The Directors are also comfortable with the level of Group Reserves and Bank Balances, and predict they will be able to meet such claims in case these go above such provisions.

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The exposures to risks and the way risks arise, together with the group's objectives, policies and processes for managing and measuring risks are disclosed in more details below.

The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development.    

Where possible, the group aims to reduce and control risk concentrations. Concentrations of financial risk arise when financial instruments with similar characteristics are influenced in the same way by changes in economic of other factors.            

Credit risk

Financial assets which potentially subject the group to concentrations of credit risk consist principally of cash at bank and debtor balances in relation to membership fees from members for which contributions have not yet been received.            

Cash at bank is placed with a reliable financial institution, thereby reducing the concentration of counterparty credit risk to an acceptable level. No ECL has been recorded for cash at bank as these have been determined to be insignificant.            

Due to the nature of the business and resulting debtors balances arising, credit risk with respect to receivables is limited and controlled. Included in the group's trade receivable balance are the following debtors which are past due at the reporting period:            

                                     2024           2023

                                     £          £

61-90 days                             101,822     120,493

91-180 days                             244,784      299,288

>180 days                             582,338     902,184     

Management considers the credit quality of these assets as being acceptable.

Capital risk            

The group's objectives when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance.                

The group's directors manage the group's capital structure and make adjustments to it in the light of economic conditions of relevant legislation. The capital structure is reviewed on an ongoing basis.

The group also ensures that it complies with the capital requirements set by relevant regulatory authorities of each juristiction. The requirement must be maintained at all times throughout the period and in this regards the group monitors its capital level on a regular basis. The group met its capital requirements throughout the reporting period.

The group has a fiduciary obligation towards the participants to act in the best interest of these participants. Such activities require the group, acting as Trustee, to invest participants' capital in financial instruments in accordance with the participants' investment preferences as well as holding client monies.

Prior to investing the individual's capital, the Trustee ensures that adequate advice and clearance has been obtained from the participant's professional advisor.            

Liquidity risk            

Liquidity risk is the risk that the group will encounter difficulty in meeting obligations associated with its financial liabilities. The group monitors and manages its risk to a shortage of funds by monitoring forecast and actual cash flows.            

Liquidity risk is not considered to be significant at the end of the reporting period.            

Interest rate risk            

The group is exposed to cash flow interest rate risk on bank balances held at a floating rate of interest amounting to £9,683,728 (2023: £8,381,199).            

Currency risk            

Foreign currency transactions arise when the group buys or sells goods or services whose price is denominated in a foreign currency, borrows or lends funds when the amounts payable or receivable are denominated in a foreign currency or acquired or disposes of assets, or incurs or settles liabilities denominated in a foreign currency.

A portion of the group's operational costs are denominated in Euro.

The directors believe that the group is not significantly exposed to currency risk and accordingly, a sensitivity analysis for foreign exchange risk disclosing how comprehensive income and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.

Each Class A share is entitled to one vote in any circumstances.

Each Class A and Class B share is entitled to share equally in dividend payments or any other distribution, including a distribution arising from the winding up of the company.

A share for share exchange on incorporation generated a share premium.

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the party in making financial or operational decisions or is part of key management of the group.

During the year the group entered into the following transactions with related parties:

The group incurred £131,531 (2023: £89,180) in administrative expenses from GTCS Limited (formerly Steadfast Trustees Limited), connected through common directorships of a subsidiary of the group. As at 31 December 2024, the amounts due to GTCS Limited (formerly Steadfast Trustees Limited) amounted to £46,968 (2023: £5,750).

Fees of £615 (2023: £636) were payable to a Scheme administered by a subsidiary of the group for services rendered.

Loans due from a shareholder of the company outstanding as of 31 December 2024 amounted to £60,000 (2023: £22,800), the balance of the loan was repaid post year end.

During the prior year, sales of £1,764 were recognised from Pension Advice Specialists Limited, a connected company. The balance of £1,764 remained outstanding as at 31 December 2023 and 31 December 2024, and was included in a bad debt provision in both years.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was £906,729 (2023: £1,574,051).

iWealth Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, Marshall House, 2 Park Avenue, Sale. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The average monthly number of persons (including directors) employed by the company during the year was:

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.