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Alfa Financial Software Holdings Plc
Mar 24, 2026 at 10:32 AM UTC
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Alfa Financial Software: 2025 Annual Report and Accounts (Financial Statements)

Strategic report

Corporate governance

Financial statements

Additional information

Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025

108



109

Independent auditor's report

116

Consolidated statement of profit or

loss and comprehensive income

117

Consolidated statement of

financial position

118

Consolidated statement of

changes in equity

119

Consolidated statement of cash flows

120

Notes to the consolidated

financial statements

148

Company statement of financial position

149

Company statement of changes in equity

150

Notes to the Company

financial statements

155

Five-year history

Financial statements

Strategic report

Corporate governance

Financial statements

Additional information



Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 109

Independent auditor's report to the members of Alfa Financial Software Holdings PLC Opinion

We have audited the financial statements of Alfa Financial Software Holdings PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise Consolidated Statement of Profit or Loss and Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, Company Statement of Financial Position, Company Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted International Accounting Standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting standards including Financial Reporting

Summary of our audit approach

Key audit matters Group

  • Revenue recognition - Software Engineering and Delivery revenue from implementation projects

    Parent Company

    • None

    Materiality Group

  • Overall materiality: £2.00m (2024: £1.70m)

  • Performance materiality: £1.50m (2024: £1.27m)

    Parent Company

  • Overall materiality: £1.99m (2024: £1.69m)

Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" • Performance materiality: £1.49m (2024: £1.26m)

(United Kingdom Generally Accepted Accounting Practice).

In our opinion:

  • the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit for the year then ended;

  • the group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;

  • the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

    Basis for opinion

    We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

    Scope Our audit procedures covered 100% of revenue, total assets and profit

    before tax.

    Key audit matters

    Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the group financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These

    matters were addressed in the context of our audit of the group financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

    Strategic report

    Corporate governance

    Financial statements

    Additional information



    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 110

    Independent auditor's report to the members of Alfa Financial Software Holdings PLC continued Revenue recognition - Software Engineering and Delivery revenue from implementation projects

    Key audit matter description

    How the matter was addressed in the audit

    The group's operations include complex Software Engineering and Delivery activities. The delivery of customer contracts typically extends over more than one reporting period, and often the original project plans are amended. In recognising customised licence revenue, management has to apply a number of judgements to allocate the overall transaction price across the multiple performance obligations that have been identified within these projects. In addition, the business often negotiates specific contractual terms with its customers which require judgement to be applied to determine how these should be accounted for in line with IFRS 15 'Revenue from contracts with customers.'

    We consider revenue recognition for Software Engineering and Delivery to be a key audit matter due to:

  • The level of judgement involved in the identification of distinct performance obligations and subsequent measurement and timing of recognition of customised licence revenue;

  • The level of judgement involved in respect of contract-specific judgements for all revenue streams;

  • The potential risk of fraud in revenue recognition;

  • The allocation of audit resources and effort.

    Further details on revenue recognition are included in the financial statements in note 1.5 "Accounting policies - Revenue recognition", note 2 "Critical accounting judgements, estimates and assumptions" and note 5 "Revenue from contracts with customers".

    In response to this key audit matter, the audit procedures we performed included:

  • Updating our understanding of the processes and controls around revenue recognition;

  • Examining the group's revenue recognition policy, including supporting accounting papers, to assess whether performance obligations have been appropriately identified and revenue recognised in line with IFRS 15;

  • For Software Engineering and Delivery revenue from implementation projects we:

    • Assessed management's analysis of the performance obligations within individual contracts and of how the five steps in IFRS 15 should be applied;

    • Audited the revenue recognition calculations for a sample of the most significant contracts to assess whether the methodology applied was consistent with the group's revenue recognition policy and across projects. This included testing inputs in the calculations to supporting evidence;

    • Examined a sample of underlying contracts to confirm the relevant contract terms had been appropriately identified;

    • Verified the explanations and data provided by management by holding discussions with project managers regarding the key assumptions and judgements made;

    • Tested the completeness and accuracy of timesheet data as some performance obligations are recognised based on days worked;

    • Challenged management on the appropriateness of estimates made in IFRS 15 calculations for customised licence revenue;

    • Assessed specific contract key judgements and whether these were recognised appropriately in line with IFRS 15.

  • Auditing the disclosures in the financial statements and evaluating whether the policy for revenue recognition is appropriately explained and critical judgements are appropriately disclosed.

    Key observations Based on the results of the audit procedures outlined above, we have no observations to report. The impacts of the key judgements applied in respect of revenue recognition are disclosed in note 2 to the financial statements.

    No key audit matters were identified in respect of the parent company.

    Strategic report

    Corporate governance

    Financial statements

    Additional information



    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 111

    Independent auditor's report to the members of Alfa Financial Software Holdings PLC continued Our application of materiality

    When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the misstatements. Based on our professional judgement, we determined materiality as follows:

    Group

    Parent company

    Overall materiality

    £2.00m (2024: £1.70m)

    £1.99m (2024: £1.69m)

    Basis for determining overall materiality

    5% of profit before tax

    (2024: 5% of profit before tax)

    0.5% of net assets, capped at 99% of group overall materiality

    (2024: 1% of net assets, capped at 99% of group overall materiality)

    Rationale for benchmark applied

    Profit before taxation is considered the most appropriate benchmark for

    users of the financial statements.

    Net assets is considered to be the most appropriate benchmark for the

    parent company as it is primarily a holding company.

    Performance materiality

    £1.49m (2024: £1.27m)

    £1.49m (2024: £1.26m)

    Basis for determining performance

    materiality

    75% of overall materiality

    75% of overall materiality

    Reporting of misstatements to the

    Misstatements in excess of £0.10m and misstatements below that

    Misstatements in excess of £0.10m and misstatements below that

    Audit Committee

    threshold that, in our view, warranted reporting on qualitative grounds.

    threshold that, in our view, warranted reporting on qualitative grounds.

    An overview of the scope of our audit

    The group has operations located in the following countries:

  • United Kingdom

  • United States of America

  • Germany

  • Australia

  • New Zealand

  • Poland

  • Portugal

    Although the structure of the group is made up of a number of legal entities, we have assessed that the group is a single component for the purposes of our audit because financial information is presented to management and the Board on a consolidated basis and the group's financial statements report a single segment and do not disclose any specific divisional information. The group's principal activity is consistent across all locations with a commonality of operations and there is operational interdependence across the group.

    Our audit approach covers 100% of profit before tax, revenue and total assets. All audit work was completed by the group audit team and no component auditors were used in our audit.

    Strategic report

    Corporate governance

    Financial statements

    Additional information



    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 112

    Independent auditor's report to the members of Alfa Financial Software Holdings PLC continued The impact of climate change on the audit

    In planning our audit, we considered the potential impact of the possible risks arising from climate change on the Group's and the Company's financial statements and obtained an understanding of how management identifies and responds to climate-related risks. Further information on management's risk assessment, progress and commitments is provided in the Group's climate-related risk disclosures on pages 24 to 33 of the annual report.

    We performed risk assessment procedures including making enquiries of management, reading board minutes and applying our knowledge of the Group and the Company and the sector within which it operates, to assess the potential impact on the financial statements.

    Taking account of the nature of the business, the extent of the headroom in impairment testing, and insensitivity of useful economic lives of tangible and intangible assets to changing regulation, weather patterns or business activities, we have not assessed climate-related risk to be significant to our audit. There was also no impact on our key audit matters.

    Conclusions relating to going concern

    In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included:

  • Checking the arithmetic accuracy of the forecasts that form the basis of the directors' going concern assessment and Viability statement;

  • Corroborating the cash balance that is used as the starting point for the forecasts by confirming to bank confirmations;

  • Challenging management's forecasts and comparing the 2026 budget to YTD results and order book;

  • Assessing the assumptions made in management's stress-testing;

  • Completing further sensitivity analysis and stress-testing of management's forecasts;

  • Auditing the disclosures in the financial statements in respect of going concern and viability.

    Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

    In relation to the entity reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.

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

    Other information

    The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

    Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

    We have nothing to report in this regard.

    Opinions on other matters prescribed by the Companies Act 2006

    In our opinion, the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

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

  • the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

  • the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

    Strategic report

    Corporate governance

    Financial statements

    Additional information



    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 113

    Independent auditor's report to the members of Alfa Financial Software Holdings PLC continued Matters on which we are required to report by exception

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

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

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

  • the parent company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

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

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

    Corporate governance statement

    We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the parent company's compliance with the provisions of the UK Corporate Governance Code specified for our review by the

    Listing Rules.

    Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:

  • Directors' statement as regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 23;

  • Directors' explanation as to their assessment of the group's prospects, the period this assessment covers and why the period is appropriate set out on pages 52 to 53;

  • Director's statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its liabilities set out on page 52;

  • Directors' statement on fair, balanced and understandable set out on page 79;

  • Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 34;

  • Section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 79; and

  • Section describing the work of the audit committee set out on pages 75 to 81.

    Responsibilities of directors

    As explained more fully in the directors' responsibilities statement set out on page 107, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

    In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

    Auditor's responsibilities for the audit of the financial statements

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

    The extent to which the audit was considered capable of detecting irregularities, including fraud

    Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of noncompliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

    In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

    Strategic report

    Corporate governance

    Financial statements

    Additional information



    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 114

    Independent auditor's report to the members of Alfa Financial Software Holdings PLC continued

    However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

    In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

  • obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory frameworks;

  • inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

  • discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

The most significant laws and regulations were determined as follows:

Legislation/Regulation Additional audit procedures performed by the Group audit engagement team included:

UK adopted IAS, FRS 102 and Companies Act 2006

Tax compliance regulations

Review of the financial statement disclosures and testing to supporting documentation; Completion of disclosure checklists to identify areas of non-compliance.

Inspection of advice received from internal/external tax advisors; Inspection of correspondence with local tax authorities;

Consultation with a tax specialist regarding the approach taken to the audit of tax;

Consideration of whether any matter identified during the audit required reporting to an appropriate authority outside the entity.

The areas that we identified as being susceptible to material misstatement due to fraud were:

Risk Audit procedures performed by the audit engagement team included:

Revenue recognition The audit procedures performed in relation to revenue recognition are documented in the key audit matter section of our audit report for Software Engineering and Delivery revenue from implementation projects. In respect of ongoing Software Engineering and Delivery revenue our procedures included:

  • Recalculation of the revenue recognised in the year for a sample of customers based on time worked and other supporting information;

  • Examining disclosures made in the financial statements to determine if these have been made in line with IFRS 15 'Revenue from contracts with customers'.

    Capitalisation of development costs • Examining the Investment Committee meeting minutes for any projects which may indicate the understatement of amounts capitalised during the period;

  • Interviewing relevant personnel to understand the projects capitalised in the period and the nature of projects not capitalised;

  • Verifying the amounts capitalised during the year by reference to underlying payroll records and timesheet data; and

  • Examining for a sample of projects whether these had been accounted for in line with IAS 38 'Intangible assets'.

    Management override of controls • Testing the appropriateness of journal entries and other adjustments;

  • Assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and

  • Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Strategic report

Corporate governance

Financial statements

Additional information



Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 115

Independent auditor's report to the members of Alfa Financial Software Holdings PLC continued

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by management in July 2020 to audit the financial statements for the year ending 31 December 2020 and subsequent financial periods.

The period of total uninterrupted consecutive appointments is 5 years, covering the years ending 31 December 2020 to 31 December 2024.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs (UK).

Use of our report

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

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rules, these financial statements will form part of the Annual Financial Report prepared in Extensible Hypertext Markup Language (XHTML) format and filed on the National Storage Mechanism of the UK FCA. This auditor's report provides no assurance over whether the annual financial report has been prepared in XHTML format.

David Clark

(Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor Chartered Accountants

25 Farringdon Street London

United Kingdom EC4A 4AB

11 March 2026

Strategic report

Corporate governance

Financial statements

Additional information



Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 116

Consolidated statement of profit or loss and comprehensive income

£m

Note

2025

2024

Continuing operations

Revenue

5

126.7

109.9

Cost of sales

(46.0)

(39.0)

Gross profit

80.7

70.9

Sales, general and administrative expenses

(41.0)

(36.6)

Other income

0.4

-

Operating profit

6

40.1

34.3

Finance income

10

0.7

0.5

Finance expense

10

(0.7)

(0.7)

Profit before taxation

40.1

34.1

Taxation

11

(10.0)

(8.5)

Profit for the financial year

30.1

25.6

Other comprehensive income:

Items that may be reclassified to profit or loss:

Exchange differences on translation of foreign operations

26

(0.2)

(0.1)

Other comprehensive (loss) net of tax

(0.2)

(0.1)

Total comprehensive income for the year

29.9

25.5

Earnings per share (in pence)

Basic

12

10.19

8.68

Diluted

12

10.14

8.56

The above consolidated statement of profit or loss and comprehensive income should be read in conjunction with the accompanying notes.

Strategic report

Corporate governance

Financial statements

Additional information



Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 117

Consolidated statement of financial position

£m

Note

2025

2024

Assets

Non-current assets

Goodwill

14

24.7

24.7

Other intangible assets

15

12.5

9.3

Property, plant and equipment

16

0.7

0.7

Right-of-use assets

17

6.7

7.7

Deferred tax assets

18

0.4

0.5

Total non-current assets

45.0

42.9

Current assets

Trade receivables

19

8.5

8.6

Accrued income

20

5.5

4.7

Prepayments

20

4.4

4.9

Other receivables

20

0.2

0.3

Corporation tax recoverable

20

0.7

2.8

Cash and cash equivalents

21

26.4

20.5

Total current assets

45.7

41.8

Total assets

90.7

84.7

Liabilities and equity

Current liabilities

Trade and other payables

22

13.2

11.7

Lease liabilities

23

1.2

0.1

Provisions for other liabilities

24

0.3

-

Contract liabilities

22

13.9

15.7

Total current liabilities

28.6

27.5

Non-current liabilities

Lease liabilities

23

8.1

9.2

Provisions for other liabilities

24

0.6

0.8

Deferred tax liabilities

18

1.7

1.0

Total non-current liabilities

10.4

11.0

Total liabilities

39.0

38.5

Capital and reserves

Share capital

25

0.3

0.3

Translation reserve

26

(0.1)

0.1

Own shares

27

(6.5)

(7.9)

Retained earnings

58.0

53.7

Total equity

51.7

46.2

Total liabilities and equity

90.7

84.7

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

The consolidated financial statements on pages 116 to 147 were approved and authorised for issue by the Board of Directors on 11 March 2026 and signed on its behalf by:

Andrew Denton

Chief Executive Officer

Duncan Magrath

Chief Financial Officer

Alfa Financial Software Holdings PLC - Registered number: 10713517

Strategic report

Corporate governance

Financial statements

Additional information



Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 118

Consolidated statement of changes in equity

Translation

Retained

Equity attributable to owners of

£m

Note

Share capital

Own shares

reserve

earnings

the parent

Balance as at 1 January 2024

0.3

(8.7)

0.2

50.2

42.0

Profit for the financial year

-

-

-

25.6

25.6

Other comprehensive (loss)

-

-

(0.1)

-

(0.1)

Total comprehensive income for the year

-

-

(0.1)

25.6

25.5

Transactions with owners in their capacity as owners:

Equity-settled share-based payment schemes

28

-

-

-

1.1

1.1

Equity-settled share-based payment schemes - deferred tax impact

18

-

-

-

0.4

0.4

Dividends

30

-

-

-

(22.1)

(22.1)

Own shares distributed

27

-

1.5

-

(1.5)

-

Own shares acquired

27

-

(0.7)

-

-

(0.7)

Balance as at 31 December 2024

0.3

(7.9)

0.1

53.7

46.2

Profit for the financial year

-

-

-

30.1

30.1

Other comprehensive (loss)

-

-

(0.2)

-

(0.2)

Total comprehensive income for the year

-

-

(0.2)

30.1

29.9

Transactions with owners in their capacity as owners:

Equity-settled share-based payment schemes

28

-

-

-

1.6

1.6

Equity-settled share-based payment schemes - deferred tax impact

18

-

-

-

0.1

0.1

Dividends

30

-

-

-

(26.0)

(26.0)

Own shares distributed

27

-

2.3

-

(1.5)

0.8

Own shares acquired

27

-

(0.9)

-

-

(0.9)

Balance as at 31 December 2025

0.3

(6.5)

(0.1)

58.0

51.7

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Strategic report

Corporate governance

Financial statements

Additional information



Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 119

Consolidated statement of cash flows

£m

Note

2025

2024

Cash flows from operating activities

Profit before tax Net finance costs

40.1

-

34.1

0.2

Operating profit

40.1

34.3

Adjustments:

Depreciation

6/16/17

1.5

1.7

Amortisation

6/15

1.8

1.0

Share-based payment charge

28

1.6

1.1

RDEC tax (credit)/charge

6

(0.4)

0.1

Increase in provisions

24

0.1

0.1

Movements in working capital:

(Decrease)/increase in contract liabilities

22

(1.8)

1.5

(Increase) in trade and other receivables

19/20

(0.1)

(4.2)

Increase in trade and other payables (excluding contract liabilities)

22

1.7

1.7

Cash generated from operations

44.5

37.3

Interest element on lease payments

10/23

(0.7)

(0.6)

Other interest paid

10

-

(0.1)

Income taxes paid

(6.6)

(8.2)

Net cash generated from operating activities

37.2

28.4

Cash flows from investing activities

Payments for purchases of property, plant and equipment

16

(0.4)

(0.3)

Payments for internally developed software

15

(5.0)

(5.3)

Payments in relation to direct costs associated with lease extensions

-

(0.3)

Interest received

10

0.7

0.5

Net cash outflow from investing activities

(4.7)

(5.4)

Cash flows from financing activities

Dividends paid to Company shareholders

30

(26.0)

(22.1)

Payments of lease liabilities (principal)

23

(0.1)

(1.3)

Purchase of own shares

27

(0.9)

(0.7)

Sale of own shares

0.6

-

Cash used in financing activities

(26.4)

(24.1)

Net increase/(decrease) in cash

6.1

(1.1)

Cash and cash equivalents at the beginning of the year

21

20.5

21.8

Effect of foreign exchange rate changes on cash and cash equivalents

(0.2)

(0.2)

Cash and cash equivalents at the end of the year

21

26.4

20.5

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 120

Notes to the consolidated financial statements for the year ended 31 December 2025
  1. Summary of significant accounting policies

    This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Group, consisting of Alfa Financial Software Holdings PLC (Alfa or the Company) and its subsidiaries, and are presented to the nearest £0.1m unless otherwise stated.

    The principal activity of the Group is to develop, implement and support software and SaaS solutions to the auto and equipment finance industry in the United Kingdom, Europe, Africa, Americas, and Australasia.

    1. Basis of preparation

      Compliance with IFRS

      The consolidated financial statements of the Group have been prepared in accordance with the Companies Act 2006 and with United Kingdom adopted International Accounting Standards.

      Historical cost convention

      The consolidated financial statements have been prepared under the historical cost convention, other than the revaluation of financial assets and financial liabilities recorded at fair value through profit or loss.

      Going concern

      The financial statements are prepared on the going concern basis. The Group continues to be cash-generative and the Directors believe that the Group has a resilient business model. The Group meets its day-to-day working capital requirements through its cash reserves generated from operating activities. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group has sufficient cash reserves

      to continue to operate for a period of not less than 12 months from the date of these financial statements.

      The going concern assessment also includes downside stress testing in line with FRC guidance which demonstrates that even in the most extreme downside conditions considered reasonably possible, given the existing level of cash held, the Group would continue to be able to meet its obligations as they fall due.

      On this basis, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements.

      New and amended standards adopted by the Group

      The Group has not adopted any new and amended standards in the current financial year that have had any material impact on the disclosures or on the amounts reported in these financial statements.

      New standards, amendments and interpretations not yet adopted

      At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

      • IFRS 18 - 'Presentation and Disclosures in Financial Statements' (effective 1 January 2027)

      • UK Sustainability Reporting Standards - UK SRS S1 'General Requirements for Disclosure of Sustainability-related Financial Information' and UK SRS S2 'Climate-related Disclosures' (published in February 2026 and available for voluntary use in the UK)

      The Directors have not yet completed a detailed assessment of the impact of these new and revised standards. IFRS 18 is not expected to have a material impact on the recognition and measurement of the Group's assets and liabilities but is expected to affect the presentation and disclosures in future periods. UK SRS S1 and UK SRS S2 are expected to impact the nature and extent of the Group's sustainability-related and climate-related disclosures rather than the amounts recognised in the consolidated financial statements.

    2. Group structure

      Basis of consolidation

      Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Unless otherwise stated, subsidiaries have share capital consisting solely of ordinary shares, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also each subsidiary's principal place of business.

      All intra-group transactions, balances, income and expenses are eliminated on consolidation.

      All subsidiaries have a 31 December year end. The Group exercises control over the employee benefit trust (EBT) because it is exposed to, and has a right to, variable returns from this EBT and is able to use its power over the EBT to affect those returns. The EBT is therefore consolidated by the Group.

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      Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 121

      Notes to the consolidated financial statements for the year ended 31 December 2025 continued 1. Summary of significant accounting policies continued
    3. Segment reporting

      Operating and reporting segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The Group's Chief Executive Officer (CEO), who is responsible for allocating resources and assessing performance, has been identified as the CODM.

      The CODM regularly reviews the Group's operating results in order to assess performance and to allocate resources. The CODM considers the business from a product perspective and, therefore, recognises one operating and reporting segment, being the sale of software and related services. The Group splits revenue by type of activity but reports operating results on a consolidated basis, as presented to the CODM, along with the required entity-wide disclosures.

      The Group discloses revenue split by type of activity, being Subscription, Software Engineering and Delivery.

      1. Subscription revenues include recurring revenues paid on a monthly or annual basis, including subscription licence revenues, maintenance and cloud hosting.

      2. Software Engineering revenues include revenues from development, the recognition of customised licence revenue, and any one-off licence fees.

      3. Delivery revenues are revenues from any work done for customers including pre-implementation, implementation work and ongoing services.

      See note 1.5 for details of our revenue recognition accounting policy and note 2 for the critical accounting judgements in relation to revenue recognition.

    4. Foreign currency translation

      Functional currency

      Items included in the consolidated financial statements of each of the Group's subsidiaries are measured using their functional currency. The functional currency of the parent and each subsidiary is the currency of the primary economic environment in which the entity operates. See applicable exchange rates used in 2025 and 2024 below:

      2025

      2024

      Closing

      Average

      Closing

      Average

      USD

      1.35

      1.32

      1.25

      1.28

      EUR

      1.15

      1.17

      1.21

      1.18

      NZD

      2.34

      2.27

      2.24

      2.11

      AUD

      2.02

      2.05

      2.02

      1.94

      Presentation currency

      The consolidated financial statements are presented in pounds sterling. The Company's functional and presentation currency is pounds sterling.

      Group companies

      The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

      • Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position.

      • Income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions).

      • All resulting exchange differences are recognised in other comprehensive income.

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      Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 122

      Notes to the consolidated financial statements for the year ended 31 December 2025 continued
      1. Summary of significant accounting policies continued
        1. Foreign currency translation continued

          On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

          Foreign currency transactions

          Transactions in foreign currencies are translated into the respective functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange differences arising from the settlement of such transactions and from the translation at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. See applicable exchange rates used by the Group above.

        2. Revenue recognition

          The Group derives revenue by type of activity being Subscription, Software Engineering and Delivery (as disclosed in note 1.3).

          1. Subscription revenue includes the periodic rights to use Alfa Systems, periodic maintenance, and subscription (including cloud hosting).

          2. Software Engineering revenue includes chargeable development revenue, customised licence revenue, options over the right to use Alfa Systems, and one-off licence fees.

          3. Delivery revenue includes software implementation services.

          The Group provides the right to use, software development services, core implementation services and ongoing support of its product, Alfa Systems. The Group's contractual arrangements contain multiple deliverables or services, such as the development or customisation of the software to the customer's requirements, implementation services such as migration of data

          and testing, and certain project management services.

          Alfa assesses whether there are distinct performance obligations at the start of each contract and throughout the performance of the implementation, development and services projects and maintenance period. These performance obligations are laid out in this note.

          Any one contract may include a single performance obligation or a combination of those listed below:

          1. Software implementation services

            Where implementation services are considered to be distinct, i.e. when relatively straightforward, do not require additional development services and could be performed by an external third party, the implementation services are accounted for as a separate performance obligation from any development services.

            When a customer is in the process of implementing the software, the transaction price is allocated to this based on the stand-alone selling prices (derived from standard day rates) and is recognised over time based on the effort incurred, limited to the amount to which Alfa has a right to payment. For customers under the Group's subscription-based contracts that are undergoing implementation, revenue for software implementation services is deemed to be distinct from any other performance obligation. Recognition over time is appropriate because customers simultaneously receive and consume the benefits provided. A percentage-of-completion basis

            is used to estimate progress towards completion of the performance obligation over time.

            To calculate the percentage-of-completion, data is derived from timesheets for the days worked for the customer on implementation work and compared with the latest forecast of total implementation days to be completed on the project. When the type of services provided are ongoing services, the transaction price is deemed to be the actual day rate, and revenue is recognised at a point in time as the service is provided.

          2. Development services and licence services (the customised licence)

            Another performance obligation is the granting of a right to use Alfa Systems, which includes the delivery of the related software licence and any development efforts which change the underlying code. During the initial phase of implementing the software, the total revenue attributable to this performance obligation is estimated at the outset of the relevant software

            implementation project and recognised as the effort is expended, on a percentage-of-completion basis, limited to the amount of revenue to which Alfa has the right to payment. See note 5.6 for the accounting policy for variable consideration.

            Recognition over time is appropriate because customers obtain the ability to benefit from the product from the start of the implementation project; the development or customisation of the asset is tailored to the customer's specific requirements; and the customer is entitled to the benefits of the efforts as at the date the efforts are delivered. A percentage-of-completion basis is used to estimate progress towards completion of the performance obligation over time. To calculate the percentage-of-completion, data is derived from timesheets for the days worked for the customer on development work and compared with the latest forecast of total development days to be completed on the project.

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            Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 123

            Notes to the consolidated financial statements for the year ended 31 December 2025 continued 1. Summary of significant accounting policies continued
    5. Revenue recognition continued

Revenue attributable to development services is valued using the residual value method as there are no stand-alone selling prices which are observable, as each project is customised. For customers under the Group's subscription-based contracts that are undergoing implementation, revenue for development services is deemed to be distinct from any other performance obligation and is recognised based on a percentage-of-completion basis.

Once the customer is already using the software, and the services provided are ongoing development, the transaction price is deemed to be the actual day rate and revenue is recognised at a point in time as the development service is provided.

    1. Option over the right to use Alfa Systems

      In the event that perpetual licence customers have to pay periodic maintenance fees in order to keep using Alfa Systems, a component of these future maintenance fees is attributable to the right to use the software. In these circumstances, the licence granted by Alfa is considered to renew in future periods. There may be a material right in respect of discounts in future periods. In order to ascribe a value to this option, management annualises the value of the customised licence performance obligation and compares it to the annual right to use software performance obligation post-go-live.

      The value of this option is built up from the start of the implementation project in line with the percentage-of-completion of development revenue described in note 1.5.2 above. Following the completion of the implementation project, the value of this option is recognised evenly over the expected remaining customer life.

    2. Periodic right to use Alfa Systems

      When a customer pays its maintenance fee annually, this performance obligation represents the proportion of this fee which relates to the periodic option to renew the right to use Alfa Systems. If there is the right of clawback of the annual right to use, such amounts are recognised throughout the annual period. If there is no right of clawback, then the annual right to use amount is recognised in full when there is a right of collection.

      When a customer pays for its maintenance fee as part of a subscription contract (see note 1.5.6 below), it will not be treated as a separate performance obligation (and will instead be part of the subscription amount).

    3. Periodic maintenance amounts

      This represents the stand-alone selling price of the ongoing support or maintenance of Alfa Systems which is recognised throughout the period over which the services are delivered.

    4. Subscription amounts

      Certain of the Group's implementation and service contracts include a subscription payment mechanism. This represents a monthly fee charged to the customer covering one or more of the following performance obligations: the provision of monthly hosting services; the monthly

      periodic right to use Alfa Systems; and the provision of monthly maintenance services (when this becomes applicable to the customer). The monthly payments are recognised as revenue in the period to which they relate. This reflects the underlying performance obligations of the Group and termination rights of the customer.

    5. One-off revenue amounts

      From time to time, the Group is entitled to receive one-off licence revenue from its customers as they increase the number of contracts on their version of Alfa Systems. Additionally, there are times when catch-up periodic maintenance amounts are entitled to be received by the Group, also as a result of the increased number of contracts. Generally, this revenue is recognised at the point in time it is invoiced, or becomes contractually payable, reflecting the fact that the Group has no remaining performance obligations to satisfy.

      Costs to obtain contracts

      The Group incentivises its sales force for securing sales. In line with IFRS 15, these costs are capitalised and are amortised in line with the percentage-of-completion of the software implementation project to which they relate.

      Costs to fulfil contracts

      The Group has recognised an asset in relation to employee costs to fulfil its long-term development contracts (as disclosed in note 20). These costs relate directly to the contracts, generate or enhance resources to be used to satisfy performance obligations in the future and are expected to be recovered. This asset is presented within prepayments in the statement of financial position. These costs are amortised within cost of sales in line with the percentage-of-completion of the development project to which they relate.

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      Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 124

      Notes to the consolidated financial statements for the year ended 31 December 2025 continued 1. Summary of significant accounting policies continued
  1. Operating expenses

    Operating expenses include items such as personnel costs (including training and recruitment), cost of software not capitalised, research and development costs, and other infrastructure expenses. These items have been grouped into the following categories for disclosure purposes:

    • Cost of sales - this includes salaries and other direct costs associated with satisfying customer contracts (including hosting costs) and for developing software.

    • Sales, general and administrative expenses - this includes all the residual operating costs.

  2. Income tax

    Taxation expense for the year comprises current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. Current or deferred taxation assets and liabilities are not discounted.

    Under the R&D Expenditure Credit (also referred to as the 'RDEC') scheme, the Group has received a tax credit based on qualifying R&D expenditure. This tax credit is recognised within pre-tax income, as 'Other Income'.

    Current tax

    The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Group and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

    Deferred tax

    Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Group's consolidated financial statements. However, deferred income tax assets and liabilities are not recognised on the initial recognition of an asset or liability in a transaction other than a business combination which, at the time of the transaction, affects neither accounting nor taxable profit and does not give rise to equal taxable and deductible temporary differences.

    Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

    Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

    Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes, assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

  3. Leases

    The Group enters into lease contracts in respect of various properties and motor vehicles. These rental contracts are typically made for fixed periods of two to ten years, and sometimes have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. In accordance with IFRS 16, leases are recognised as a right-of-use asset with a corresponding liability, at the date at which the leased asset is available for use by the Group. These assets and liabilities are initially measured on a present value basis (as set out in more detail below), with each subsequent lease payment allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period to produce

    a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

    Alfa assesses whether a contract is, or contains, a lease at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability, with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months, or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an expense on a straight-line basis over the term of the lease, unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

    Lease liabilities

    The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

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    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 125

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
    1. Summary of significant accounting policies continued
      1. Leases continued

        Lease payments included in the measurement of the lease liability comprise:

        • Fixed lease payments (including in substance fixed payments), less any lease incentives;

        • Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

        • The amount expected to be payable by the lessee under residual value guarantees;

        • The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

        • Penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

          The lease liability is presented in separate lines, split between current and non-current liabilities, in the consolidated statement of financial position. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

          The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

        • The lease term has changed, or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;

        • The lease payments change due to changes in an index, or rate, or a change in expected payment under a guaranteed residual value. In these cases, the lease liability is remeasured by discounting the revised lease payments, using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); and

        • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

          Right-of-use assets

          The right-of-use assets comprise:

        • The initial measurement of the corresponding lease liability;

        • Lease payments made at, or before, the commencement day;

        • Any initial direct costs; and

        • Restoration costs.

          The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

          The right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses (if applicable). They are depreciated from the commencement date of the lease and over the shorter period of the lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects an expectation that the Group will exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Currently, the Group does not have

          any leases that include a purchase option, or transfer ownership of the underlying asset.

          Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located, or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37.

          Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the lessee. During the current financial period, there have been no changes in such assessments.

          Variable rents that do not depend on an index, or rate, are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included as an expense in the consolidated statement of profit or loss and comprehensive income.

      2. Impairment of non-financial assets

    Goodwill is tested annually for impairment. The carrying amount is allocated to the cash-generating unit (CGU) that is expected to benefit from investment and which represents the lowest level at which the goodwill is monitored for internal management purposes. The carrying value of the CGU is then compared to the higher of its fair value less costs of disposal and its value in use. Any impairment attributed to the goodwill is recognised immediately as an expense and is not subsequently reversed.

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    Notes to the consolidated financial statements for the year ended 31 December 2025 continued 1. Summary of significant accounting policies continued
  4. Impairment of non-financial assets continued

    Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (CGUs). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

  5. Cash and cash equivalents

    Cash and cash equivalents include cash at bank and in hand as well as short-term deposits with original maturities of three months or less.

  6. Financial assets

    Recognition and derecognition

    Financial assets are recognised in the statement of financial position when the Group becomes party to the contractual provision of the instrument.

    Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred.

    Classification and initial measurement of financial assets

    Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets,

    other than those designated and effective as hedging instruments, are classified into the following categories:

    • Amortised cost;

    • Fair value through profit or loss (FVTPL); and

    • Fair value through other comprehensive income (FVOCI).

      In the periods presented, the Group does not have any material financial assets categorised as FVTPL or FVOCI. The classification is determined by both:

    • The entity's business model for managing the financial asset; and

    • The contractual cash flow characteristics of the financial asset.

      All income and expenses relating to financial assets that are recognised in profit or loss, where material, are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within sales, general and administrative expenses.

      Subsequent measurement of financial assets

      Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

    • They are held within a business model whose objective is to hold the financial assets and collect their contractual cash flows; and

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

    After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group's trade and most other receivables (notes 19 and 20) and cash and cash equivalents (note 21) fall into this category of financial instruments.

    Impairment of financial assets

    Under IFRS 9, the requirements are to use forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. The Group considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

  7. Trade receivables

Trade receivables are amounts due from customers for licences sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days of the invoice date and are therefore all classified as current. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 127

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Summary of significant accounting policies continued
    1. Trade receivables continued

      The Group has applied the simplified approach to measuring expected credit losses, which

      uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. The expected impairment loss is recognised in the consolidated statement of profit or loss and comprehensive income within sales, general and administrative expenses, and subsequent recoveries are credited to the same account previously used to recognise the impairment charge. During the current and prior period, the result of the above was immaterial and no impairment loss has been recognised.

      The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The credit qualities of these receivables are periodically assessed by reference to external credit ratings (if available) or to historical information about their default rates. The Group does not hold any collateral as security.

      As the total carrying amount of the current portion of the trade and other receivables is due within the next 12 months after the reporting date, the impact of applying the effective interest method is not significant and, therefore, the carrying amount equals the contractual amount or the fair value initially recognised.

    2. Property, plant and equipment

      Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the item. Depreciation on assets is calculated using the straight-line method to allocate their cost over their estimated useful lives, as follows:

      • Fixtures and fittings: 3-10 years

      • IT equipment: 2-5 years

        The assets' residual values and useful lives are reviewed and adjusted if necessary at each reporting date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Repairs and maintenance are charged to the consolidated statement of profit or loss and comprehensive income as incurred. Any gains or losses on disposals are recognised within sales, general and administrative expenses in the consolidated statement of profit or loss and comprehensive income unless otherwise specified.

        Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount,

        which is the higher of an asset's fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

    3. Goodwill and other intangible assets

Goodwill

Goodwill arose on the acquisition of subsidiaries in 2012 and represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and the liabilities and contingent liabilities assumed.

The Group assesses whether goodwill has suffered any impairment on an annual basis in accordance with the accounting policy stated in note 1.9 above. There is one CGU, being the Group, as its geographical operations do not have separate or distinct cash inflows. The recoverable amount of goodwill has been determined based on value-in-use calculations using cash flow projections from financial budgets and forecasts.

Budgeted cash flow projections are based on the expectation of signing new customers in the Group's sales pipeline as well as ongoing projects with existing customers. Budgeted gross margin is based on historical evidence and the expectations of market development and efficiency leverage. Management believes that any reasonable change in any of the key assumptions on which the recoverable amount is based would not cause the reported carrying amount to exceed the recoverable amount of the CGU. The discount rate used reflects the Group's pre-tax weighted average cost of capital (WACC), as adjusted for region-specific risks and other factors as required by IFRS.

Intangible assets

Internally generated intangible assets are initially measured at cost, and only qualify for capitalisation if the Group can demonstrate all of the following:

  • The technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete the intangible asset and use or sell it;

  • Its ability to use or sell the intangible asset, including how the intangible asset will generate probable future economic benefits;

  • The existence of a market or, if it is to be used internally, the usefulness of the intangible asset;

  • The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

  • Its ability to measure reliably the expenditure attributable to the intangible asset during development.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 128

Notes to the consolidated financial statements for the year ended 31 December 2025 continued 1. Summary of significant accounting policies continued
  1. Goodwill and other intangible assets continued

    The cost for internally generated intangible assets is based on the time spent by staff on

    product development activities, to which a day rate based on salary cost is applied. Development expenditure incurred on minor or major upgrades, or other changes in software functionality, does not satisfy the criteria, where it is considered that the product is not substantially new in

    its design or functional characteristics. Such expenditure is therefore recognised as an expense. The Group continually assesses the eligibility of development costs for capitalisation on a project-by-project basis. See note 15 for disclosure of development costs which have met the criteria of IAS 38 for recognition.

    Externally acquired intangible assets are initially recorded at historical cost. Historical cost includes expenditure that is directly attributable to the acquisition of the item.

    The Group amortises intangible assets with a limited useful life, using the straight-line method over the following periods:

    • Computer software: licence period or 10 years as applicable

    • Internally generated software: 3-5 years

    Amortisation is presented within sales, general and administrative expenses.

    Research and development costs which do not meet the criteria set out above are recognised as an expense when incurred. Development costs previously recognised as an expense are not recognised as an asset in subsequent periods.

  2. Trade and other payables

    Trade payables are obligations to pay for goods or services which have been acquired in the ordinary course of business from suppliers. Trade payables are recognised initially at fair value and subsequently measured at amortised costs using the effective interest rate method. As the total carrying amount is due within the next 12 months from the reporting date, the impact of applying the effective interest method is not significant and, therefore, the carrying amount equals the contractual amount or the fair value initially recognised.

    The Group's financial liabilities include trade and other payables and lease liabilities. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method. All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income. The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled

    or expired.

    Trade and other payables and lease liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

  3. Provisions

    Provisions are recognised when the Group has a present legal or constructive obligation as

    a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. When the effect of the discounting is material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation.

  4. Employee benefits

    The Group provides a range of benefits to employees, including paid holiday arrangements and defined contribution pension plans.

    Short-term benefits

    Short-term benefits, including health cover and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

    Post-employment benefits

    The Group operates various defined contribution plans for its employees. A defined contribution plan is a pension plan where the Group pays fixed contributions into a separate independent entity. The Group has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to the employee's service in the current and prior periods.

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    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 129

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
    1. Summary of significant accounting policies continued

      Employee share scheme expense

      The Group makes equity-settled share-based payments to certain employees, which are measured at fair value at the date of grant and expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. For those share schemes with market-related vesting conditions, the fair value is determined using the Monte Carlo model at the grant date. For share options issued with non-market performance vesting conditions,

      the fair value of the underlying vehicle is equal to the grant date share price discounted by the expected dividend yield to reflect the lack of dividend accrual over the vesting period. For all other share awards, those with pure employment conditions attached, the fair value is determined by reference to the market value of the shares at the grant date or (where they have an exercise price) by using the Black Scholes model. For all share schemes with non-market vesting conditions, the likelihood of vesting has been taken into account when determining the relevant charge. Vesting assumptions are reviewed during each reporting period to ensure they reflect current expectations.

  5. Equity

    Ordinary shares

    Ordinary shares are classified as equity. There are no restrictions on the distribution of capital and the repayment of capital.

    Cumulative translation reserve

    Exchange differences arising on translation of foreign subsidiaries are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount would be reclassified to profit or loss if the entity was disposed of.

    Own shares

    Own shares represent the shares of the parent company Alfa Financial Software Holdings PLC that are either held by the EBT, or acquired by the Group as part of its share buy-back programme (see note 27).

    Own shares are recorded at cost and deducted from equity.

  6. Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of Alfa by the weighted average number of ordinary shares outstanding during the year (excluding own shares held).

Diluted earnings per share

Diluted earnings per share is calculated in line with the basic earnings per share calculation above except that the weighted average number of shares includes all potentially dilutive options granted by the reporting date as if those options had been exercised on the first day of the accounting period or the date of the grant, if later. The shares have no right to voting or to dividends while held in trust.

  1. Critical accounting judgements, estimates and assumptions

    The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies.

    This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted in future periods due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in other notes, together with information about the basis of calculation for each affected line item in the financial statements.

    1. Critical judgements in applying the Group's accounting policies

Revenue recognition

Critical judgements specific to customised licence revenue:

The Group is required to make an assessment as to whether the implementation process, which includes customised licence and implementation revenue streams as well as any maintenance fees during this phase, forms one or a number of performance obligations. Since the residual value method is used for the customised licence revenue (as explained in note 1.5), the estimation of fair value of implementation revenue will impact the contract consideration assigned to the customised licence.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 130

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Critical accounting judgements, estimates and assumptions continued

    In addition, the Group is also required to make an assessment as to whether each contract contains an expectation to deliver multiple separate instances of the customised licence which may form separate groups of distinct performance obligations. In doing the above, the Group assesses each software implementation contract as to whether the underlying software requires significant modification or customisation by the Group in order to meet the customer's requirements before Alfa Systems can be utilised by the customer. Therefore, judgement is required in determining which efforts relate to the implementation process and which efforts could be determined to be development services which change or enhance the underlying code. In making this judgement, the Group assesses the contractual terms and the original project plan for the implementation but also uses historical evidence of what constitutes core implementation work.

    Critical judgements applicable to all revenue:

    Judgements are made when the Group enters into new contracts with existing customers and also when there are changes to existing contracts with customers that include the addition of new customer-specific contractual terms. For these, the Group assesses the contractual terms both individually and in the context of the wider arrangement and applies the guidance in IFRS 15 to determine the appropriate accounting.

  2. Financial risk management

Area

Exposure arising from

Measurement

Management

Market risk - foreign

Contracted

Cash flow forecasting

Natural hedging from

exchange

revenue and costs denominated in

a currency other than the entity's functional

currency; and

and foreign exchange sensitivity

localised cost base and conversion of foreign currency cash balances into pounds sterling;

and

Monetary assets and liabilities denominated in a currency other than the entity's functional currency

Use of forward contracts to manage some of the foreign exchange risk (these are not hedge accounted)

Credit risk - cash

balances

Cash and cash

equivalents

Credit ratings

Diversification of bank

deposits

Credit risk - customer

Trade receivables and

Ageing analysis

Credit checks and

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

Internally generated software development - Assessing whether a project meets criteria of IAS 38

receivables

accrued income

Credit ratings

contractual payment

The Group is required to make an assessment of each ongoing project in order to determine terms

at what stage (if at all) a project meets the criteria outlined in the Group's accounting policies. Such assessment may, in certain circumstances, require significant judgement. In making this

Liquidity Cash and cash equivalents

Daily cash reporting Cash forecasting and

managing maturity of

judgement, the Group evaluates, amongst other factors, the stage at which technical feasibility has been achieved, management's intention to complete and use or sell the product, the likelihood of success, the availability of technical and financial resources to complete the development phase and management's ability to measure reliably the expenditure attributable to the project. Research and product development expenditure incurred on minor or major upgrades, or other changes in software functionality, does not satisfy the criteria where it is considered that the product is not substantially new in its design or functional characteristics. Such expenditure is therefore recognised as an expense. Judgement is also required with respect to when an asset is ready to be amortised - in making this judgement, the Group considers, amongst other factors, when the asset is available for use in the manner intended

by management.

cash deposits

The Group's overall risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group has used financial instruments to hedge certain risk exposures in the past. Risk management is carried out by the finance function under policies approved by the Board. The finance function identifies, evaluates and mitigates financial risks when deemed necessary.

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 131

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Financial risk management continued
    1. Foreign exchange risk

      The Group operates internationally and is exposed to foreign exchange risks arising from various currencies, primarily with respect to those described below. Revenue is predominantly denominated in pounds sterling and US dollars. Operating costs are influenced by the currencies of the countries where the Group's subsidiaries are based, and pounds sterling and the US dollar are the currencies in which most operating costs are denominated.

      The split by currency in relation to trade receivables is set out in note 19.

      The Group's exposure to foreign currency risk in relation to revenue is set out in note 5.4.

      The Group utilised forward contracts in both 2025 and 2024 to hedge against foreign currency exposure. The Group has no outstanding commercial foreign exchange contracts

      at 31 December 2025 (2024: three outstanding with £(0.1)m fair value). No hedge accounting has been applied in the current or prior year.

      A 10% increase in the USD:GBP exchange rate in the year ended 31 December 2025 would have increased revenue and profit by 4% and 9% respectively (2024: 4% and 9% respectively). Management believes that 10% is a reasonable sensitivity given historical exchange rate movement.

    2. Credit risk
      1. Credit risk related to transactions with financial institutions

        Credit risk with financial institutions is managed by the Group's finance function in accordance with a Board-approved treasury policy. Management is not aware of any significant risks associated with financial institutions as a result of cash and cash equivalents deposits (including short-term investments) and financial derivative transactions.

      2. Credit risks related to customer trade receivables

      Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, change of strategy and default or delinquency in payments are considered indicators that a trade receivable could be impaired. Given the complexity, the size and the length of certain software implementation of related projects, a delay in the settlement of an open trade receivable does not necessarily constitute objective evidence that the trade receivable is irrecoverable.

      The Group's customer base predominantly consists of large financial institutions that are financially sound. The responsibility for customer credit risk management rests with management of the Group. Payment terms are set in accordance with practices in the different geographies and end markets served, typically being 30 days from the date of the invoice. Trade receivables are actively monitored and managed. Collection risk is mitigated through prompt submission of invoices. Historically, there has been a de minimis level of customer default as a result of the

      long history of dealing with the Group's customer base and an active credit monitoring function. Where applicable, credit limits may be established based on internal or external rating criteria, which take into account such factors as the financial condition of the customers, their credit history and the risk associated with their industry segment.

      The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables and accrued income. To measure the expected credit losses, trade receivables and accrued income have been grouped based on shared credit risk characteristics and the days past due. The accrued income relates to unbilled work in progress and has substantially the same risk characteristics as the trade receivables for the same types of contracts, other than where the Group has collected upfront payments in the form of licence fees at the start of a software implementation contract.

      The expected loss rates of trade receivables are based on the payment profiles of customer invoices over a period of 36 months before 31 December 2025 (2024: 31 December 2024), and the corresponding historical credit losses experienced within this period. The historical loss rates are then adjusted to reflect current or forward-looking information in relation to any macroeconomic factors affecting the ability of the customers to settle the receivables. The same approach is applied to both trade receivables and accrued income expected credit loss provisions.

      The Group has not identified any current factors or forward-looking information which would be relevant to the historical loss rates. On this basis, the loss allowance as at 31 December 2025 and 31 December 2024 was nil for both trade receivables and accrued income.

      See note 19 - Trade receivables for the ageing of trade receivables and significant customer credit risk exposure.

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      Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 132

      Notes to the consolidated financial statements for the year ended 31 December 2025 continued 3. Financial risk management continued
    3. Liquidity risk

      The Group's principal objectives when managing capital are to ensure that funds are available to support its growth strategy and to safeguard the Group's ability to continue as a going concern.

      The capital structure of the Group consists of cash and cash equivalents (note 21) and equity attributable to equity holders of the parent.

      Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

      The Group manages its exposure to liquidity risk through short and long-term forecasts and by seeking to align the maturity profiles of its financial assets with its financial liabilities. The Group's policy is to maintain an adequate level of liquidity to meet its liabilities expected to be settled in the short or near term, under both normal and stressed conditions.

      The following table details the remaining contractual maturity of the Group's financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

      £m

      31 December 2025

      Less than Total 6 months

      Between 6 to 12 months

      Between

      1 to 2 years

      Between

      2 to 5 years

      More than

      5 years

      Trade and other

      payables

      9.4 9.4

      -

      -

      -

      -

      Lease liabilities - future

      lease payments

      12.7 0.9

      0.9

      1.8

      3.4

      5.7

      Between

      Between

      Between

      Less than

      6 to 12

      1 to 2

      2 to 5

      More than

      £m

      Total

      6 months

      months

      years

      years

      5 years

      Trade and other

      payables

      8.4

      8.4

      -

      -

      -

      -

      Lease liabilities - future

      lease payments

      13.4

      0.5

      0.3

      1.8

      4.8

      6.0

      31 December 2024

  2. Segments and principal activities
    1. Revenue by stream

      The Group assesses revenue by type of activity, being Subscription, Software Engineering and Delivery, as summarised below:

      £m

      2025

      2024

      Subscription

      43.6

      37.5

      Software Engineering

      19.6

      17.4

      Delivery

      63.5

      55.0

      Total revenue

      126.7

      109.9

    2. Non-current assets geographical information

      Non-current assets attributable to each geographical market:

      £m

      2025

      2024

      EMEA*

      43.5

      40.9

      Americas*

      0.6

      0.8

      Rest of World

      0.5

      0.7

      Total non-current assets

      44.6

      42.4

      * The breakdown of non-current assets geographical information has been changed to better reflect the operations of the Group. The total remains unchanged.

      Revenue by geographical market is contained within note 5.3. The table above excludes deferred tax assets for both 2025 and 2024.

  3. Revenue from contracts with customers
    1. Customer concentration

      There were no customers with revenue accounting for more than 10% of total revenue in 2025 and 2024.

    2. Timing of revenue

The Group derives revenue from the transfer of goods and services as follows over time and at a point in time in the following revenue streams:

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 133

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Revenue from contracts with customers continued
    1. Timing of revenue continued

      £m

      Subscription

      Software Engineering

      Delivery

      Total revenue

      At a point in time - time

      and materials

      -

      7.2

      38.8

      46.0

      At a point in time - fixed price

      0.1

      0.9

      -

      1.0

      Over time - time and materials

      -

      9.8

      23.9

      33.7

      Over time - fixed price

      43.5

      1.7

      0.8

      46.0

      Total revenue

      43.6

      19.6

      63.5

      126.7

      2025

      1. Revenue by currency

        £m

        2025

        2024

        GBP

        47.9

        40.4

        USD

        54.6

        46.5

        EUR

        16.4

        14.8

        Other

        7.8

        8.2

        Total revenue

        126.7

        109.9

        Revenue by contractual currency is as follows:

        2024

        £m Subscription

        At a point in time - time

        Software

        Engineering Delivery

        Total revenue

      2. Liabilities from contracts with customers

      £m

      2025

      2024

      Contract liabilities - deferred licence and fees

      9.2

      8.1

      Contract liabilities - deferred maintenance

      4.7

      7.6

      Total contract liabilities

      13.9

      15.7

      and materials - 7.5 43.8 51.3

      At a point in time - fixed price - 0.8 - 0.8

      Over time - time and materials - 7.6 11.2 18.8

      Over time - fixed price 37.5 1.5 - 39.0

      Total revenue 37.5 17.4 55.0 109.9

      All goods and services are sold directly to customers.

    2. Revenue geographical information

Revenue attributable to each geographical market based on where the customer mainly utilises its instance of Alfa, or where the service is rendered, is as follows:

£m

2025

2024

EMEA*

62.1

55.6

Americas*

56.8

46.1

Rest of World

7.8

8.2

Total revenue

126.7

109.9

* The breakdown of revenue by geography has been changed to better reflect the operations of the Group. Previously named UK and rest of EMEA have been combined into EMEA. The other categories and total remains unchanged.

Revenue attributable to the UK is £34.9m (2024: £32.0m) and this is included within the EMEA revenue.

Contract liabilities - deferred licence

Where a customer purchases a perpetual software licence, this is generally invoiced upfront at the commencement of the implementation project. Customers generally require additional development efforts over the life of the implementation project in order to customise the underlying code within Alfa Systems. Together, these two elements form the Group's customised licence performance obligation. The fair value of this performance obligation is determined using the residual method as set out in note 1.5.2 and this fair value is recognised as the development effort is expended, on a percentage-of-completion basis.

As such, the deferred licence contract liability balance as at 31 December 2025 and 31 December 2024 represents any amounts received in advance for the customised licence performance obligation being satisfied (including any unrecognised software licence amounts that were received upfront).

Additionally, where an option over the right to use Alfa Systems in the future exists, the value of this is also included within the deferred licence contract liability. The contract liability relating to the material right value is increased over the life of the implementation project in line with the percentage of completion of the development efforts and then released on a straight-line basis over the expected remaining customer life post-completion of the implementation project.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 134

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Revenue from contracts with customers continued 5.5 Liabilities from contracts with customers continued

    The deferred licence contract liability balance will increase during the year as a result of:

    • Any new upfront software licence payments;

    • Any write back in previously recognised revenue as a result of project extensions or re-plans;

    • Decreasing percentage-of-completion of development efforts; and

    • Any additional material right balances that are added during the year.

      The deferred licence contract liability balance will decrease during the year as a result of:

    • Increasing percentage-of-completion of development efforts; and

    • Any release of material right balances following the completion of the implementation project.

      Contract liabilities - deferred maintenance

      A number of the Group's customers are invoiced annually in advance for the maintenance and support service provided by the Group. As such, the deferred maintenance contract liability balance will increase as a result of billing and invoices becoming due, and will decrease as the Group satisfies its associated performance obligations. The deferred maintenance contract liability balance as at 31 December 2025 and 31 December 2024 therefore represents the Group's unsatisfied maintenance performance obligation for which the revenue has been invoiced in advance.

      5.6 Unsatisfied performance obligations

      The Group has unsatisfied or partially satisfied performance obligations at 31 December 2025 that relate to the licence customisation for some customers that have ongoing implementation projects. This performance obligation includes the delivery of the related software licence and any development efforts which will change the underlying code. Linked to certain of these ongoing and future projects, and also to certain implementation projects completed during 2025, the Group also has unsatisfied or partially satisfied performance obligations at 31 December 2025 that relate to the option over the right to use Alfa Systems, and in particular any material right in respect of discounts to be received by customers in future periods.

      The above includes certain amounts recognised as contract liabilities. The transaction price allocated to these unsatisfied or partially satisfied performance obligations as at 31 December 2025 is £7.2m (2024: £9.9m). This amount is expected to be recognised over the remaining life of the implementation projects, in respect of the licence and development efforts, and over the expected customer life (following the completion of the implementation project) in respect of the option over the right to use Alfa Systems. Of the £7.2m, it is expected that £3.3m will be recognised in 2025, with the remainder being recognised in subsequent years.

      These unsatisfied or partially satisfied performance obligations are based on management's best judgement and may be impacted in the future by a number of factors including:

    • Any possible contract modifications;

    • Currency fluctuations;

    • External market factors; and

    • Changes to the overall forecast project plan including the overall life of the implementation project and any required development efforts.

    The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about the unsatisfied performance obligations that have original expected durations of one year or less. This includes those performance obligations linked to ongoing services for all project types (i.e. subscription, software engineering and delivery).

    The Group also applies the practical expedient in paragraph B16 of IFRS 15 and does not disclose the amount of the transaction price allocated to the unsatisfied contract performance obligations where consideration will be received directly corresponding to the value of the performance obligation in the future and this consideration aligns to the value received to date for the corresponding performance obligation. This includes those performance obligations linked to our software implementation services.

    The disclosures above for unsatisfied or partially satisfied performance obligations are not relevant to our subscription performance obligations as these are typically satisfied on a monthly basis in line with the termination rights of the customers (see note 1.5.6).

    The Group has variable consideration in the form of contract banding for its licence and maintenance volumes. It is included in the transaction price only to the extent that it is highly probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Discounts or rebates are allocated proportionately to all performance obligations unless there is observable evidence that they relate entirely to one or more specific performance obligations, in which case they are allocated accordingly, in line with IFRS 15.

    Contract modifications are accounted for as a separate contract when the scope of the contract increases due to the addition of distinct goods or services and the price reflects their stand-alone selling prices. In all other cases, modifications are accounted for as part of the existing contract, with revenue recognised on a cumulative catch-up basis or prospectively, as appropriate, in accordance with IFRS 15.

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    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 135

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  2. Operating profit

    The following items have been included in arriving at operating profit:

    £m

    2025

    2024

    Research and development costs

    2.8

    2.3

    Depreciation of property, plant and equipment

    0.4

    0.6

    Depreciation of right-of-use lease assets

    1.1

    1.1

    Amortisation of intangible assets

    1.8

    1.0

    Foreign exchange loss/(gain)

    0.7

    (0.2)

    Realised and unrealised net (gain) on forward contracts

    (1.5)

    (0.3)

    Share-based payments (including social security contributions)

    1.9

    1.4

    RDEC*

    (0.4)

    0.1

    * The Company has claimed credits under the UK RDEC regime in respect of 2023 and 2024 and intends to claim for 2025. The amount of the estimated RDEC credit is required to be recognised as both other income (which is taxable) and as a recoverable. In 2025, following the finalisation of the 2023 tax return, the RDEC benefit for 2023 was increased by £0.2m. In addition, an estimated £0.2m RDEC benefit was recognised for 2025, resulting in recognition of £0.4m in 2025.

  3. Personnel-related costs

    £m

    2025

    2024

    Wages and salaries

    50.4

    44.4

    Social security contributions (on wages and salaries)

    5.8

    5.2

    Pension costs

    4.1

    3.5

    Less: capitalisation

    (5.0)

    (5.3)

    55.3

    47.8

    Profit share pay*

    5.0

    4.2

    Share-based payments (including social security contributions)

    1.9

    1.4

    Total employment costs

    62.2

    53.4

    * Profit share pay refers to a pool of money (that equates to approximately 10% of the Group's pre-tax profits) which is shared amongst the employees, excluding Directors and some other senior managers, as a percentage of basic salary The amount disclosed includes the related social security contributions.

    Average monthly number of people employed based on location

    (including Executive Directors)

    2025

    2024

    EMEA*

    367

    357

    Americas*

    119

    99

    Rest of World

    30

    29

    Total average monthly number of people employed

    516

    485

    * The split of employees has been changed to better reflect the operations of the Group. The UK headcount, as disclosed previously, is included within the EMEA headcount. The total remains unchanged.

    At 31 December 2025, the Group had 527 employees (2024: 502).

  4. Key management

    Key management compensation (including Directors):

    £m

    2025

    2024

    Wages, salaries and short-term benefits

    2.5

    2.3

    Social security contributions

    0.5

    0.3

    Share-based payments(including social security contributions)

    1.2

    0.5

    Total key management compensation

    4.2

    3.1

    Key management personnel consist of the Company Leadership Team and the Executive and Non-Executive Directors. Directors' remuneration is detailed in the Remuneration Report from page 82.

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    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 136

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  5. Auditor's remuneration

    The Group obtained the following services from the Group's auditor as detailed below:

    £m

    2025

    2024

    Audit fees

    RSM UK Audit LLP

    Audit of the consolidated financial statements Audit of subsidiaries

    0.2

    0.2

    0.2

    0.2

    Total audit fees

    0.4

    0.4

    Audit-related assurance fees

    Review of interim financial report

    0.1

    0.1

    Total audit-related assurance fees

    0.1

    0.1

    Non-audit services

    -

    -

    Total audit and non-audit-related services

    0.5

    0.5

  6. Finance income and expense

    £m

    2025

    2024

    Finance income

    Interest income on cash or short-term bank deposits

    0.7

    0.5

  7. Income tax expense Analysis of charge for the year

    £m

    2025

    2024

    Current tax:

    Current tax on profit for the year

    8.5

    6.8

    Adjustment in respect of prior years

    (0.1)

    (0.2)

    Foreign tax on profit of subsidiaries for the year

    0.8

    0.7

    Current tax charge

    9.2

    7.3

    Deferred tax:

    Deferred tax on profits for the year

    0.9

    1.2

    Other

    (0.1)

    -

    Deferred tax charge

    0.8

    1.2

    Total tax charge in the year

    10.0

    8.5

    The effective tax rate for 2025 and 2024 is in line with the standard rate of corporation tax in the UK. The effective tax rate for the year ended 31 December 2025 was 24.9% (2024: 24.9%).

    The overall tax charge for the year is reconciled as follows:

    Analysis of charge for the year

    £m

    Note

    2025

    2024

    Finance expense

    Interest on lease liabilities

    23

    (0.7)

    (0.6)

    Other interest expense

    -

    (0.1)

    Total finance expense

    (0.7)

    (0.7)

    £m

    2025

    2024

    Profit on ordinary activities before taxation

    40.1

    34.1

    Profit on ordinary activities at the standard rate of corporation tax

    25% (2024: 25%)

    10.0

    8.5

    Tax effects of:

    Adjustment in respect of prior years

    (0.1)

    (0.2)

    Impact of expenses not deductible for tax purposes

    0.1

    -

    Other

    -

    0.2

    Total tax charge for the year

    10.0

    8.5

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    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 137

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  8. Earnings per share

    2025

    2024

    Profit attributable to equity holders of Alfa (£m)

    30.1

    25.6

    Weighted average number of shares outstanding during the year

    295,778,634

    294,925,812

    Basic earnings per share (pence per share)

    10.19

    8.68

    Weighted average number of shares outstanding including

    potentially dilutive shares

    297,234,511

    298,962,970

    Diluted earnings per share (pence per share)

    10.14

    8.56

    The weighted average number of ordinary shares in issue excludes 4,221,366 (2024: 5,074,188) shares held by the Group cumulatively under the EBT and as a result of the share buy-back programme.

    The diluted number of ordinary shares outstanding, including share awards, is calculated on the assumption of conversion of 1,455,878 (2024: 4,037,158) potentially dilutive ordinary shares.

  9. Financial assets and liabilities

    £m

    Note

    2025

    2024

    Financial assets

    Financial assets at amortised cost:

    Trade receivables

    19

    8.5

    8.6

    Other financial assets at amortised cost

    20

    5.7

    5.0

    Cash and cash equivalents

    21

    26.4

    20.5

    Total financial assets

    40.6

    34.1

    Financial liabilities

    Financial liabilities at amortised cost:

    Trade and other payables

    22

    9.4

    8.4

    Lease liabilities

    23

    9.3

    9.3

    Total financial liabilities

    18.7

    17.7

  10. Goodwill

£m

2025

2024

Cost

At 1 January

24.7

24.7

At 31 December

24.7

24.7

The recoverable amount of goodwill has been determined based on value-in-use calculations using cash flow projections from financial budgets and forecasts for a five-year period using a pre-tax discount rate of 11.1% (2024: 10.4%) which is based on the CGU's weighted average cost of capital. Cash flows beyond these periods have been extrapolated using a steady 2.5%

(2024: 2.5%) average growth rate which is reflective of management's best estimate at the time.

Management believes that any reasonable change in any of the key assumptions on which the recoverable amount is based would not cause the reported carrying amount to exceed the recoverable amount of the CGU.

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 138

Notes to the consolidated financial statements for the year ended 31 December 2025 continued

15. Other intangible assets

16. Property, plant and equipment

Computer

Internally generated

£m

Fixtures and

fittings

IT equipment

Total

£m

software

software

Total

Cost

Cost

At 1 January 2024

1.6

3.2

4.8

At 1 January 2024

1.7

7.1

8.8

Additions

-

0.3

0.3

Additions

-

5.3

5.3

Disposals

(0.1)

(1.7)

(1.8)

Disposals

(0.7)

-

(0.7)

At 31 December 2024

1.5

1.8

3.3

At 31 December 2024

1.0

12.4

13.4

Depreciation

Amortisation

At 1 January 2024

1.1

2.7

3.8

At 1 January 2024

1.1

2.7

3.8

Charge for the year

0.2

0.4

0.6

Charge for the period

0.2

0.8

1.0

Disposals

(0.1)

(1.7)

(1.8)

Disposal

(0.7)

-

(0.7)

At 31 December 2024

1.2

1.4

2.6

At 31 December 2024

0.6

3.5

4.1

Net book value

Net book value

At 31 December 2024

0.3

0.4

0.7

At 31 December 2024

0.4

8.9

9.3

Cost

Cost

At 1 January 2025

1.5

1.8

3.3

At 1 January 2025

1.0

12.4

13.4

Additions

-

0.4

0.4

Additions

-

5.0

5.0

Disposals

-

(0.4)

(0.4)

At 31 December 2025

1.0

17.4

18.4

At 31 December 2025

1.5

1.8

3.3

Amortisation

Depreciation

At 1 January 2025

0.6

3.5

4.1

At 1 January 2025

1.2

1.4

2.6

Charge for the period

0.1

1.7

1.8

Charge for the year

0.1

0.3

0.4

At 31 December 2025

0.7

5.2

5.9

Disposals

-

(0.4)

(0.4)

Net book value

At 31 December 2025

1.3

1.3

2.6

At 31 December 2025

0.3

12.2

12.5

Net book value

At 31 December 2025

0.2

0.5

0.7

Significant movement in other intangible assets

During 2025, Alfa developed new internally generated software at a cost of £5.0m (2024: £5.3m). This software will be amortised over three to five years.

The total research and product development expense for the period was £2.8m (2024: £2.3m).

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 139

17. Right-of-use assets

18. Deferred income tax

Motor The provision for deferred tax consists of the following deferred tax assets/(liabilities) relating to

£m

vehicles

Property

Total

accelerated capital allowances and short-term timing differences in relation to accruals and share-

Cost

based payments.

At 1 January 2024

0.7

10.9

11.6

Additions

0.3

2.4

2.7

Disposals

(0.3)

-

(0.3)

At 31 December 2024

0.7

13.3

14.0

Depreciation

At 1 January 2024

0.5

5.0

5.5

Charge for the year

0.1

1.0

1.1

Disposals

(0.3)

-

(0.3)

At 31 December 2024

0.3

6.0

6.3

Net book value

At 31 December 2024

0.4

7.3

7.7

Cost

At 1 January 2025

0.7

13.3

14.0

Additions

0.1

-

0.1

Disposals

(0.1)

(0.3)

(0.4)

At the reporting date, the provision for deferred tax comprised net deferred tax assets relating to

At 31 December 2025

0.7

13.0

13.7

overseas group companies of £0.4m (2024: £0.5m) and net deferred tax liabilities relating to the

Depreciation

UK of £(1.7)m (2024: £(1.0)m). The table above shows the net of these balances, being deferred tax

At 1 January 2025

0.3

6.0

6.3

liabilities of £1.3m (2024: deferred tax liabilities of £0.5m).

Charge for the year

0.2

0.9

1.1

Disposals

(0.1)

(0.3)

(0.4)

Deferred income tax liabilities have not been recognised for the withholding tax and other taxes

At 31 December 2025

0.4

6.6

7.0

that would be payable on the unremitted earnings of certain subsidiaries as the Group is able to

Notes to the consolidated financial statements for the year ended 31 December 2025 continued

Net book value

At 31 December 2025 0.3 6.4 6.7

The Group recognised the following amounts in the consolidated statement of profit or loss and comprehensive income in relation to leases under IFRS 16:

£m

2025

2024

Balance as at 1 January

(0.5)

0.3

Deferred income taxes recognised in the consolidated statement of

profit or loss and comprehensive income

(0.9)

(1.2)

Deferred tax on share-based payments recognised in reserves

0.1

0.4

Balance as at 31 December

(1.3)

(0.5)

Consisting of:

Depreciation in excess of capital allowances

-

0.1

Capital allowances in excess of depreciation

(0.1)

-

Other timing differences

(1.2)

(0.6)

Balance as at 31 December

(1.3)

(0.5)

control the timing of these temporary differences and it is probable that they will not reverse in the foreseeable future. Unremitted earnings totalled £4.5m at 31 December 2025 (2024: £2.7m).

£m

2025

2024

Depreciation

(1.1)

(1.1)

Interest expense

(0.7)

(0.6)

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 140

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Trade receivables

    £m

    2025

    2024

    Trade receivables

    8.5

    8.6

    Provision for impairment

    -

    -

    Trade receivables - net

    8.5

    8.6

    Ageing of trade receivables

    £m

    2025

    2024

    Within agreed terms

    7.8

    8.1

    Past due 1-30 days

    0.7

    0.5

    Past due 31-90 days

    -

    -

    Past due 91+ days

    -

    -

    Trade receivables - net

    8.5

    8.6

    The Group believes that the amounts that are past due are fully recoverable, all overdue amounts have been received by signing date, and there are no indicators of future delinquency or potential litigation.

    Currency of trade receivables

    £m

    2025

    2024

    GBP

    3.0

    3.0

    USD

    4.7

    4.8

    Other

    0.8

    0.8

    Trade receivables - net

    8.5

    8.6

    Trade receivables due from significant customers

    There were no customers with revenue accounting for more than 10% of total revenue in 2025 and 2024.

    Impairment and risk exposure

    Information about the impairment of trade receivables and the Group's exposure to market risk (specifically foreign currency risk) and credit risk can be found in note 3.

  2. Other receivables held at amortised cost

    £m

    2025

    2024

    Accrued income

    5.5

    4.7

    Prepayments

    4.4

    4.9

    Corporation tax recoverable

    0.7

    2.8

    Other receivables

    0.2

    0.3

    Total other receivables held at amortised cost

    10.8

    12.7

    Accrued income represents fees earned, but not invoiced, at the reporting date, which have no right of offset with contract liabilities - deferred licence amounts.

    Prepayments include £0.7m of deferred costs in relation to costs to fulfil contracts (2024: £1.0m) and £0.3m in relation to costs to obtain contracts (2024: £0.4m). During the year £0.4m

    (2024: £0.3m) relating to costs to fulfil contracts has been recognised within cost of sales and

    £0.1m (2024: £0.1m) in relation to costs to obtain contracts has been recognised within sales, general and administrative expenses.

    Corporation tax recoverable at the reporting date of £0.7m (2024: £2.8m) represents predominately UK tax of £0.3m (2024: £2.3m), and an amount of £0.4m (2024: £0.4m) relating to RDEC recoverable.

  3. Cash and cash equivalents

    £m

    2025

    2024

    Cash at bank and in hand

    26.4

    20.5

    Cash and cash equivalents

    26.4

    20.5

    Currency of cash and cash equivalents

    £m

    2025

    2024

    GBP

    12.5

    8.6

    USD

    8.5

    6.1

    AUD

    2.0

    2.1

    EUR

    2.4

    2.5

    Other

    1.0

    1.2

    Cash and cash equivalents

    26.4

    20.5

    Cash and cash equivalents are all held with banks and other financial institutions which must fulfil credit rating and investment criteria approved by the Board.

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    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 141

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  4. Current and non-current liabilities

    £m

    2025

    2024

    Trade payables

    0.8

    1.0

    Other payables

    12.4

    10.7

    Contract liabilities - deferred licence and fees

    9.2

    8.1

    Contract liabilities - deferred maintenance

    4.7

    7.6

    Deferred tax liability

    1.7

    1.0

    Lease liabilities (note 23)

    9.3

    9.3

    Provisions for other liabilities (note 24)

    0.9

    0.8

    Total current and non-current liabilities

    39.0

    38.5

    Less non-current portion

    (10.4)

    (11.0)

    Total current liabilities

    28.6

    27.5

    Other payables includes amounts relating to other tax and social security of £3.8m (2024: £3.3m). Of the remainder, £6.8m (2024: £5.8m) relates to amounts due as part of payroll.

  5. Lease liabilities

The following table sets out the reconciliation of the lease liabilities from 1 January 2024 to the amount disclosed at 31 December 2025:

  1. Lease liabilities continued

    Below is the maturity analysis of the lease liabilities:

    £m

    2025

    2024

    Non-current

    8.1

    9.2

    Current

    1.2

    0.1

    Total lease liabilities

    9.3

    9.3

    No later than one year

    1.8

    0.8

    Between one year and five years

    5.2

    6.6

    Later than five years

    5.7

    6.0

    Total future lease payments

    12.7

    13.4

    Total future interest payments

    (3.4)

    (4.1)

    Total lease liabilities

    9.3

    9.3

    The movement during the year in lease liabilities is set out above. Movements in cash and cash equivalents are set out in the cash flow statement. These are the only changes in liabilities arising from financing activities in the year.

  2. Provision for other liabilities

    £m

    £m

    Total

    At 1 January 2024

    0.7

    Lease liabilities recognised at 1 January 2024

    8.2

    Provided in the period

    0.4

    Additions

    2.4

    Utilised in the period

    (0.3)

    Interest charge

    0.6

    Released in the period

    -

    Payments made on lease liabilities

    (1.9)

    At 31 December 2024

    0.8

    At 31 December 2024

    9.3

    Provided in the period

    0.4

    Additions

    0.1

    Utilised in the period

    (0.3)

    Interest charge

    0.7

    Released in the period

    -

    Payments made on lease liabilities

    (0.8)

    At 31 December 2025

    0.9

    At 31 December 2025

    9.3

    Additions to lease liabilities include extensions to existing lease agreements. In 2024 there was an extension of the lease (a lease modification) to the UK office at Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK.

    Total lease payments in 2025 were £0.8m (2024: £1.9m).

    Provisions for other liabilities comprise amounts for office dilapidations and employer taxes on share-based payments. It is expected that these will be utilised as follows: £0.3m in 2035 and

    £0.6m over various years.

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    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 142

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  3. Share capital

    Issued and fully paid

    2025

    2024

    Shares

    £m

    Shares

    £m

    Ordinary shares - 0.1 pence

    300,000,000

    0.3

    300,000,000

    0.3

    Balance as at 31 December

    300,000,000

    0.3

    300,000,000

    0.3

    No additional shares have been issued or cancelled in 2025 or 2024.

  4. Translation reserve

    £m

    2025

    2024

    At 1 January

    0.1

    0.2

    Currency translation of subsidiaries

    (0.2)

    (0.1)

    At 31 December

    (0.1)

    0.1

  5. Own shares

    £m

    2025

    2024

    Balance at 1 January

    7.9

    8.7

    Acquired in the year

    0.9

    0.7

    Distributed on exercise of options

    (2.3)

    (1.5)

    Balance at 31 December

    6.5

    7.9

    The own shares reserve represents the cost of shares in Alfa Financial Software Holdings PLC that have been:

    • Purchased in the market and held by the Group's EBT to satisfy options under the Group's share options plans. The number of shares held as at 31 December 2025 was 539,667 (31 December 2024: 83,904); and

    • Purchased in the market and held by the Group as a result of the share buy-back programme that was launched on 18 January 2022 and ended on 30 June 2023. The number of shares held at 31 December 2025 was 3,369,802 (31 December 2024: 4,775,119).

      Own shares distributed relates to shares distributed to employees from the EBT for bonus awards under share schemes. As at 31 December 2025, the Group held 1.30% (31 December 2024: 1.62%) of its own called-up share capital.

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      Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 143

      Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  6. Share awards

The Group recognised total expenses relating to share-based payment of £1.9m (2024: £1.4m) in the current year. Of this, £1.7m (2024: £1.1m) relates to equity-settled LTIP schemes and £0.2m (2024: £0.3m) relates to Employee ShareSave schemes. See further detail below.

The outstanding share schemes are made up of the following:

Grant date

Condition type

Plan

Vesting date

Exercise

price

Share options 31 December

2025

Share options 31 December

2024

November 2021

Service Only

UK Employee ShareSave

January 2025

153.6p

3,515

168,146

April 2022

Service and Performance

LTIP

April 2025

0p

-

741,162

April 2022

Service Only

LTIP

April 2025

0p

3,656

231,290

May 2022

Service Only

UK Employee ShareSave

June 2025

132.8p

4,066

211,673

September 2022

Service Only

LTIP

September 2025

0p

-

5,917

April 2023

Service and Performance

LTIP

April 2026

0p

913,963

913,963

April 2023

Service Only

LTIP

April 2026

0p

353,418

374,948

April 2023

Service Only

UK Employee ShareSave

June 2026

109.6p

837,787

841,071

April 2023

Service Only

US Employee ShareSave

June 2025

116.5p

-

54,960

April 2024

Service and Performance

LTIP

April 2027

0p

720,024

720,024

April 2024

Service Only

LTIP

April 2027

0p

325,718

342,774

April 2024

Service Only

US Employee ShareSave

June 2026

146.0p

27,675

30,274

May 2024

Service Only

UK Employee ShareSave

June 2027

137.4p

191,958

194,657

September 2024

Service Only

LTIP

September 2027

0p

3,164

3,164

April 2025

Service and Performance

LTIP

April 2028

0p

561,593

-

April 2025

Service Only

LTIP

April 2028

0p

358,670

-

April 2025

Service Only

US Employee ShareSave

June 2027

173.0p

64,899

-

May 2025

Service Only

UK Employee ShareSave

June 2028

162.8p

391,860

-

October 2025

Service Only

LTIP

October 2028

0p

866

-

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 144

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Share awards continued

    The weighted average share price at the date of exercise for share options exercised during the period was 214.1 pence (2024: 177.4 pence). The options outstanding at 31 December 2025 had a weighted average exercise price of 41.7p pence (2024: 38.0 pence), and a weighted average remaining contractual life of 1.1 years (2024: 1.5 years).

    The opening weighted average exercise price at 1 January 2025 was 38.0 pence (1 January

    2024: 34.7 pence). The weighted average exercise price of options forfeited and exercised during the year was 134.7 pence (31 December 2024: 146.5 pence). The expected price volatility is based on the historical volatility adjusted for any expected changes to future volatility due to publicly available information.

    The weighted average exercise price of options granted in the period is 51.5 pence (2024: 24.1 pence).

    The total share-based payment charge relating to Alfa Financial Software Holdings PLC shares for the year is split as follows:

    £m

    2025

    2024

    Employee share schemes - value of services

    1.6

    1.1

    Expense in relation to fair value of social security liability on

    employee share schemes

    0.3

    0.3

    Total cost of employee share schemes

    1.9

    1.4

    2025

    2024

    Outstanding at 1 January

    4,834,023

    4,782,079

    Conditionally awarded in year

    1,472,311

    1,290,893

    Exercised

    (1,308,035)

    (977,712)

    Forfeited or expired in year

    (235,467)

    (261,237)

    Outstanding at 31 December

    4,762,832

    4,834,023

    Exercisable at the end of the year

    -

    -

    Details of the share options outstanding during the year are as follows:

    1. LTIPs

The 2022 April and 2022 September LTIP awards vested during the year. The exercise of these awards had a net impact of £1.5m on own shares and £1.5m on retained earnings.

The 2023 April and 2024 April LTIP awards (service and performance conditions) are conditional on performance conditions, 50% based on EPS performance (non-market condition) and 50% on TSR (market condition) as well as a three-year employment fulfilment. The fair value of these awards has been determined using the Monte Carlo model. An estimate is made for the awards which are linked to EPS based on the expectation of achievement of EPS conditions at the end of each accounting period.

The 2023 April LTIP awards, the 2024 April LTIP awards, and the September 2024 LTIP awards (service conditions) are conditional on employment only. The fair value of these awards is equal to the closing share price on the date of grant, discounted by the expected 12-month dividend yield to reflect the lack of dividend accrual over the vesting period. The expected price volatility is based on the historical volatility (based on the remaining life of the scheme), adjusted for any expected changes to future volatility due to publicly available information.

The 2025 April LTIP awards (service and performance conditions plan) are granted conditional on performance conditions, 50% based on EPS performance (non-market condition) and 50% on TSR (market condition) as well as a three-year employment fulfilment. For those awards with market-related vesting conditions, the fair value has been determined using the Monte Carlo

valuation model at the grant date. For awards issued with EPS (non-market) performance vesting conditions, the fair value of the underlying option is equal to the grant date share price discounted by the expected dividend yield to reflect the lack of dividend accrual over the vesting period. An estimate is made for the awards which are linked to EPS based on the expectation of achievement of EPS conditions at the end of each accounting period. The following table lists the inputs to the model used for the awards granted in the year ended 31 December 2025 based on information at the date of grant:

LTIP awards (granted in April)

TSR element

EPS element

Share price at date of grant

205.5p

205.5p

Award price

0p

0p

Volatility

38.5%

-

Embedded TSR

(4.3)%

-

Average correlation

25.0%

-

Life of award

3 years

3 years

Risk-free rate

3.77%

-

Fair value per award

116.2p

181.8p

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Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 145

Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  1. Share awards continued
    1. LTIPs continued

      In April 2025, the Group awarded to certain employees an LTIP conditional on employment only. The fair value of these awards on the date of grant is 181.8 pence, discounted by the expected 12-month dividend yield to reflect the lack of dividend accrual over the vesting period (three years).

      In October 2025, the Group awarded to certain employees an LTIP conditional on employment only. Given the small number of share options awarded in these awards, the fair value of these awards on the date of grant was assumed to be the same as that for the April 2025 awards mentioned above, i.e. 181.8 pence.

      All of these Company schemes, as well as any non-cyclical awards, are equity-settled by award of ordinary shares.

    2. Employee ShareSave Scheme

      31 December 2025

      SAYE ESPP

      Number of Exercise Number of Exercise share options price share options price

      Outstanding at beginning of year

      1,415,547

      122.1p

      85,234

      127.0p

      Conditionally awarded in year

      391,860

      162.8p

      64,899

      173.0p

      Exercised during the year

      (364,106)

      142.2p

      (50,786)

      116.5p

      Forfeited or expired in year

      (14,115)

      128.3p

      (6,773)

      127.8p

      Outstanding at the end of the year*

      1,429,186

      128.1p

      92,574

      164.9p

      Exercisable at the end of the year

      7,581

      142.4p

      -

      -

      The Group has in place an Employee ShareSave Scheme - the Save As You Earn (SAYE) scheme in the UK and Employee Stock Purchase Plan (ESPP) scheme in the USA. Under these schemes, eligible employees can save up to a set limit each month. At the end of the savings period (three years for SAYE and two years for ESPP), employees can choose whether or not they wish to buy the shares at the option price or take back their savings as cash. The option price is the share price at the start of the plan with a 20% discount for the UK scheme and 15% discount for the US scheme. The fair value of these awards has been determined using the Black Scholes model at the grant date.

      * The exercise price is a weighted average.

      The inputs used in the calculation of the fair value of options granted in the year were as follows:

      SAYE

      31 December

      2025

      ESPP

      31 December

      2025

      Share price

      240.5p

      205.5p

      Exercise price

      162.8p

      173.0p

      Expected volatility

      38.6%

      39.8%

      Expected life

      36 months

      24 months

      Risk-free rate

      3.67%

      3.74%

      Expected dividend yields

      4.0%

      4.0%

      Fair value per award

      87.9p

      55.9p

  2. Unrecognised items
    1. Contingencies and commitments

      The Group has no capital commitments, no material contingent liabilities and no contingent assets.

    2. Events occurring after the reporting period

      There have been no reportable subsequent events.

  3. Dividends

    A special dividend of 2.4 pence per share was paid on 30 May 2025 amounting to £7.1m (2024: £5.9m at 2.0 pence per share).

    An ordinary dividend of 1.4 pence per share was paid on 27 June 2025 amounting to £4.1m (2024: £3.8m at 1.3 pence per share).

    A special dividend of 5.0 pence per share was paid on 7 November 2025 amounting to £14.8m (2024: £12.4m at 4.2 pence per share).

    Subject to approval at the AGM on 30 April 2026, a 2025 final dividend of 1.5 pence per share will be paid on 26 June 2026 to holders on the register on 29 May 2026. The ordinary shares will be quoted ex-dividend on 28 May 2026. In addition, the Board has decided to declare a special dividend of 3.1 pence per share, with an ex-dividend date of 30 April 2026, a record date of 1 May 2026 and a payment date of 29 May 2026.

    Strategic report

    Corporate governance

    Financial statements

    Additional information



    Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 146

    Notes to the consolidated financial statements for the year ended 31 December 2025 continued
  4. Related parties
    1. Controlling shareholder

      The ultimate parent undertaking as at 31 December 2025 was CHP Software and Consulting Holdings Limited (the 'ultimate parent'), being the parent undertaking of the smallest and largest group in relation to these consolidated financial statements. The ultimate controlling party is Andrew Page.

    2. Basis of consolidation

      The principal subsidiaries and joint ventures of the Group and the Group percentage of equity capital are set out below. All these are consolidated within the Group's financial statements with the exception of Alfa iQ which is accounted for using the equity method.

      Registered address and country of incorporation

      Principal activity

      Held by Company

      2025

      Held by Group 2025

      Held by Company

      2024

      Held by Group 2024

      Alfa Financial Software Group Limited

      Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK

      Holding company

      100%

      100%

      100%

      100%

      Alfa Financial Software Limited

      Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK

      Software and services

      -

      100%

      -

      100%

      Alfa Financial Software Inc

      124 E Hudson Ave, Royal Oak, MI 48067, United States

      Software and services

      -

      100%

      -

      100%

      Alfa Financial Software Australia

      Pty Limited

      Lisgar House, Level 3, 32 Carrington Street, Sydney, NSW,

      2000, Australia

      Services

      -

      100%

      -

      100%

      Alfa Financial Software NZ Limited

      Level 1 Building B, 600 Great South Road, Greenlane, Auckland 1051,

      New Zealand

      Services

      -

      100%

      -

      100%

      Alfa Financial Software GmbH

      Bockenheimer Landstraße. 20, 60323 Frankfurt am Main, Germany

      Software and services

      -

      100%

      -

      100%

      Alfa Financial Software

      International Limited

      Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK

      Software and services

      -

      100%

      -

      100%

      Alfa AI Limited

      Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK

      Services

      -

      100%

      -

      100%

      Alfa iQ Limited*

      30 Finsbury Square, London, EC2A 1AG, UK

      Software and services

      -

      -

      -

      51%

      * The activity in the Alfa iQ joint venture ceased in late 2023 and the company was placed into Members Voluntary Liquidation in 2024. The registered address prior to the liquidation was Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, UK.

      Strategic report

      Corporate governance

      Financial statements

      Additional information



      Alfa Financial Software Holdings PLC | Annual Report and Accounts 2025 147

      Notes to the consolidated financial statements for the year ended 31 December 2025 continued 31. Related parties continued
    3. Transactions with related parties

Full details of the Directors' compensation and interests are set out in the Directors' Remuneration Report from page 82. See note 8 for further detail on remuneration of key management (including Directors).

Dividends to the amount of £14.2m were paid to the ultimate parent (2024: £12.4m).

Dividends of 2.4 pence, 1.4 pence and 5.0 pence per share were paid to all shareholders in 2025 (2024: 2.0 pence, 1.3 pence and 4.2 pence per share). Directors and other key management received dividends based on their beneficial interest in the shares of the Company. Directors' beneficial interests in the shares of the Company are disclosed in the Remuneration Report on page 93.

In 2020 the Group invested £0.4m in Alfa iQ consisting of: a capital contribution of £0.3m; and an interest-free loan fair valued at £0.1m. In 2023, the activity in the Alfa iQ joint venture ceased and the company was placed into Members Voluntary Liquidation in 2024. Therefore, at 31 December 2025 the investment is carried at £nil (2024: £nil) and the loan is carried at £nil (2024: £nil).

In 2024 Alfa Financial Software Limited paid expenses of £0.1m on behalf of Alfa iQ Limited. There were no transactions with Alfa iQ Limited in 2025.

In 2024, expenses relating to property of £0.02m were paid on behalf of the ultimate parent and these were fully recharged back to the ultimate parent at no mark up. There have been no transactions in 2025.

The balances outstanding from the ultimate parent at 31 December 2025 and 2024 were £nil and

£nil respectively.

There were no other outstanding balances from related parties at the end of the reporting period.