The Directors present their strategic report for Independent Wealth Planners UK Limited (the “Company”) for the period ended 31 January 2026.

During the period, the Company ceased to operate as a holding company following the disposal of its remaining subsidiary interests. As a result, the Company no longer has any trading activities or subsidiary undertakings.

The Company’s principal activity is now limited to managing its remaining assets and liabilities.

Following completion of the disposal of the Company’s subsidiary undertakings, the Company has transitioned into a non-trading run-off entity.

The Company’s results for the period primarily reflect:
• residual central overheads and administrative costs;
• professional fees associated with statutory compliance and restructuring;
• movements in provisions, accruals and prepayments; and
• gains or losses arising on disposal, impairment or release of balances.

As the Company no longer carries on trading operations, the directors consider that traditional performance indicators such as revenue growth and EBITDA are no longer relevant measures of performance.

The directors have focused on managing the Company’s remaining obligations in an efficient manner.

Capital structure and liquidity

The Company is funded through existing cash reserves in the IWP Group.

The directors have prepared cash flow forecasts covering the expected wind-up period and are satisfied that the Company has sufficient resources to meet its liabilities as they fall due.

Outlook

Following the disposal of its subsidiary undertakings, the directors intend to run the company through the transaction period to facilitate earnouts and other transactional items prior to liquidating the company

During this period, the Company is expected to incur only limited ongoing administrative and compliance costs.

The directors will continue to monitor the IWP Groups cash position, including this Company to ensure that all obligations are met.

• Liquidity risk: insufficient funds to meet residual liabilities and wind-up costs. Mitigated through regular cash flow forecasting and monitoring.

• Residual legal / tax obligations: unexpected liabilities arising during the wind down period. Mitigated through ongoing support from legal, tax and professional advisers.

The directors have had regard to their duties under section 172 of the Companies Act 2006 in promoting the success of the Company for the benefit of its members as a whole.

Given the Company’s current status as a non-trading entity in run-off, the directors’ primary focus has been to:
• preserve the Company’s remaining assets;
• ensure that liabilities are settled as they fall due;
• maintain appropriate governance and statutory compliance; and
• manage an orderly solvent wind-up process.

The directors have considered the interests of the Company’s key stakeholders, including shareholders, creditors and advisers when making decisions during the period.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 January 2026.

Until 30th January 2026, the principal activity of the company continued to act as a holding Company providing financial advice and investment management services.

The Company’s principal activity is now limited to managing its remaining assets and liabilities.

The results for the period are set out on page 8.

Ordinary dividends of £25,899,000 were declared during the year. This comprised £1,921,000 paid in cash and £23,978,000 by way of a distribution in specie, which was offset against amounts owed to group undertakings.

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

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 these 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 applicable UK Accounting Standards have 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 Independent Wealth Planners UK Limited (the 'company') for the period ended 31 January 2026 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 January 2026 and of its profit for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• 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 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.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to note 1.3 of the financial statements which explains that the Directors intend to liquidate the Company, and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than a going concern as described in note 1.3. The financial statements do not include any adjustments as a result of preparing them on a basis other than going concern. Our opinion is not modified in respect of this matter.

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 period 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 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 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 auditor’s assessment of the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur.

Which laws and regulations the auditor identified as being of significance in the context of the entity.

The auditor’s explanation of its audit response will depend on the risks identified but may include:

- Enquiry of management and those charged with governance around actual and potential litigation and claims.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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

Independent Wealth Planners UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is One Eleven Edmund Street, Birmingham, United Kingdom, B3 2HJ.

The company presents accounts for a period of 10 months from 1 April 2025 to 31 January 2026. The company has shortened its accounting period to coincide with the cessation of trade, As such, the comparative period of 12 months is not entirely comparable to the current period.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

On 30 January 2026 Titan Wealth completed the acquisition of the entire share capitals of IWP Financial Planning Limited and IWP Investment Management Limited from IWP Advisory Holdings Limited and Independent Wealth Planners UK Limited following regulatory approval.

Subsequent to the completion of the acquisition, the directors intend to wind up the remaining dormant Group Companies, including Independent Wealth Planners UK Limited and its ultimate parent company, IWP Holdings Limited, on a solvent basis, within 3 years.

The Company's financial statements have therefore been prepared on a basis other than going concern. No adjustments were required to the financial statements as a result of them being prepared on a basis other than going concern.

During the year the company had no trading revenue.

Dividends received have been recognised when they are declared.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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 credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 company 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.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Their aggregate remuneration comprised:

The company has no employees other than the directors and company secretary who were remunerated from other Companies in the group.

No remuneration was paid to the directors during the year by Independent Wealth Planners UK Limited.

In the previous year the Company incurred directors recharges of £139,000 from IWP Holdings Ltd.

During the year, the company received a dividend in specie from a subsidiary in the form of the assignment of an intercompany receivable of £1,815,000.

During the previous year, a group restructuring programme was completed, which resulted in a net impairment of £27,115,000.

The actual credit for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

As at 31 January 2026, the company has disposed of all trading subsidiaries and all dormant subsidiaries are in the process of being liquidated. Therefore the company has no active subsidiaries as at 31 January 2026.

As part of the Group simplification programme, 12 subsidiaries entered members' voluntary liquidation and 1 was sold to Titan Wealth.

The list of subsidiaries entered members voluntary liquidation during the year:

Company                            Date of Transfer

Carnelian Capital Management Limited                17 July 2025

IWP Hunter Hammond Limited                    17 July 2025

Murdoch Asset Management Limited                15 January 2026

Kelsall Steele Investment Services Limited                15 January 2026

Nugenis Financial Planning Limited                    17 July 2025

Rixons Matthews Appleyard (Financial Services) Limited        15 January 2026

Rixons (Auto-Enrolment) Limited                    17 July 2025

Lowgate Mortgage Solutions Limited                17 July 2025

Clairville York Limited                        15 January 2026

Hunter Hammond Daniel Associates Limited                15 January 2026

Richmond House Corporate Services Limited            15 January 2026

Omnium Capital Limited                        15 January 2026

The following were subsidiary undertakings of the Company were sold to Titan Wealth as of 30 January 2026:

Company                            Date of Disposal

IWP Investment Management Limited                30 January 2026

The following are the major deferred tax liabilities and assets recognised by the company:

The Company has taken advantage of the exemption available under FRS102 Section 33 1.(A) to not disclose transaction with wholly owned group undertakings.

The Company's immediate parent is IWP Investments Limited, a Company registered in Jersey.

The ultimate parent company of the Company is IWP Holdings Limited, a Company registered in Jersey.

The smallest and largest parent in which the results are consolidated is that headed by IWP Holdings Limited. The consolidated financial statements are available from its registered office, the address of which is Ifc 5, St Helier, Jersey, Channel Islands, JE1 1ST.

On 29 July 2019, 6 November 2020, 30 June 2022 and 16 January 2026, charges were registered in line with Chapter A1 Part 25 of the Companies Act 2006 with Companies House. Pursuant to the charge, Ares Management Limited acting through its office at C/O TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ as agent and trustee for the Secured Parties (the "Security Agent") placed a fixed and floating charge on all property of Independent Wealth Planners UK Limited.