REG - Fintel PLC - Full Year Results
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RNS Number : 9387W Fintel PLC 17 March 2026
17(th) March 2026
Fintel plc
("Fintel", the "Company", the "Business" or the "Group")
Full year results for the year ended 31 December 2025
Positive financial performance and strategic transformation
Fintel (AIM: FNTL), a leading provider of fintech and support services to
the UK retail financial services sector, today announces its audited
consolidated results for the year ended 31 December 2025.
Matt Timmins, CEO of Fintel said:
"2025 has been a defining year for Fintel, creating a simpler, more unified
and scalable platform that sets the foundation for the next phase of our
growth.
"Technology, data and regulation continue to reshape the UK retail financial
services market, and Fintel's unique combination of market-leading software,
enriched proprietary datasets and insights, and distribution platforms, places
us at the centre of this transformation.
"Looking ahead, our ambition is clear: to build the most connected, insight
rich and intelligent platform in the sector, enabling better decisions and
better outcomes across the entire advice ecosystem.
"We have entered the new financial year with clear strategic momentum, high
levels of recurring revenues and a stronger platform enabling opportunities
for organic growth, underpinned by deep customer relationships. Fintel has
made a strong start to FY26, with trading in line with the Board's
expectations; the Group is poised to accelerate its strategy to deliver long
term value for advisers, partners and shareholders alike."
Financial highlights
· Revenue increased to £85.9m (FY24: £78.3m), up 10%, supported by
£7.0m year on year inorganic growth.
· SaaS & Subscription revenue up 9.6% to £48.7m (FY24: £44.4m)
building on our quality recurring revenue streams which now represent 57% of
revenues.
· Adjusted EBITDA(1) growth of 16.6% to £25.9m (FY24: £22.2m), driven
by our successful acquisition strategy and proposition launches.
· EBITDA margin increased to 30.1% (FY24: 28.3%), with acquired
businesses now contributing at improving levels as integration progresses.
· Adjusted EPS(1) of 13.7 pence per share (FY24: 13.2 pence per share).
· Underlying operating cash conversion(2) was strong at 102%, driven by
acquired business performance and operational growth.
· Net debt position(3) of £31.1m (FY24: net debt of £25.3m),
representing comfortable leverage of 1.2x, after significant investment in
strategic acquisitions, people, products and services.
· Strong balance sheet with £17.3m of cash (FY24: £6.3m) and £72.5m
of available headroom within our £120m Revolving Credit Facility providing
significant flexibility for further organic and inorganic investment.
· Final dividend of 2.5 pence per share proposed, resulting in a full
year dividend of 3.8 pence per share, an increase of 4.1% on prior year.
· The acquisition of Rayner Spencer Mills Research (RSMR) completed
during the year for an initial cash investment of £6.4m, with the business
contributing £3.4m of revenue and £1.1m of EBITDA during the period.
Financial highlights 2025 2024 Change
Alternative performance measures
SaaS & subscription revenue £48.7m £44.4m 9.6%
Organic(4) revenue £75.5m £74.9m 0.8%
Adjusted EBITDA(1) £25.9m £22.2m 16.6%
Adjusted EBITDA margin 30.1% 28.3% 180 bps
Adjusted EPS(1) 13.7p 13.2p 3.8%
Underlying cash conversion(2) 102% 78% 2400 bps
Statutory measures
Statutory revenue £85.9m £78.3m 9.6%
Statutory EBITDA £19.7m £15.3m 29.0%
Statutory EPS 6.1p 5.7p 7.0%
Net debt (3) £31.1m £25.3m 22.9%
Dividend per share 3.80p 3.65p 4.1%
Strategic and operational highlights
· Successful organisational transformation
o Consolidation from three divisions into two - Fintel Services and Fintel
Software & Data - and appointment of new, experienced divisional
leadership
· Unlocked operational leverage and platform unification
o Integrated acquired businesses into coherent product lines
o Enhanced scalability and increased cross sell opportunity through the
rollout of a unified sales strategy and a single CRM customer view, improving
visibility of total customer value
o Foundations laid for further integration across adviser technology as the
Group progresses towards a unified adviser platform
· Investment into technology and service platform, to maximise
distribution opportunities
o Accelerated development of digital & AI enabled compliance tools,
creating a differentiated 'reg-tech' proposition
o Continued scaling of the Matrix360 market intelligence platform, an
industry first tool for insurers to optimise product design and performance,
with 23 institutional customers onboarded in first 12 months
o Launch of whole of market distribution platform ("Omnicore") driving early
traction with advisers and product providers and supporting scaling of
successful Protection, Mortgage and Managed Distribution propositions across
threesixty membership base
· Strengthened data advantage through targeted investment
o Completed the acquisition of Rayner Spencer Mills Research (RSMR),
extending research, ratings and investment intelligence platform
o Increased Fintel's stake in Plannr Technologies, a specialist financial
CRM business, to 49%, transitioning this investment into an associate and
expanding our strategic data capabilities.
o Completed the acquisition of the Pearson Ham Group's market pricing data
business on 19 January 2026, strengthening the Group's proprietary pricing
intelligence and enhancing Fintel's position as a key technology and data
partner to the UK retail financial services sector.
Current trading and outlook - Strong start to the new financial year,
confident in continued strategic progress
Fintel has made a strong start to FY26, with trading in line with the Board's
expectations.
The Group enters the year with strong momentum, supported by its high level of
recurring revenue, simplified operating structure and clear strategic focus.
The Board remains confident in the Group's outlook and in its ability to
deliver further strategic and financial progress in 2026.
Key drivers of growth in FY26 include:
· Increasing demand across the UK retail financial services sector for
technology, data, and regulatory support, as advisers and product providers
respond to increasing complexity and regulatory change.
· Further progress in integrating the Group's technology and services
into a more unified platform, supporting efficiency, cross-selling
opportunities and synergy realisation.
· A strengthened balance sheet and scalable model, providing
flexibility to invest in organic growth initiatives and pursue selective
strategic acquisitions.
· The acquisition of the Pearson Ham Group's Market Pricing Business in
January 2026, which enhances Fintel's pricing intelligence and data advantage,
and is expected to be earnings accretive in its first full year of ownership.
Notes
1. Adjusted EBITDA and EPS are alternative performance measures for
which a reconciliation to a GAAP measure is provided in note 8 and note 10.
2. Underlying operating cash flow conversion is calculated as
underlying cash flow from operations (adjusted operating profit, adjusted for
changes in working capital, depreciation, amortisation, CAPEX and share-based
payments) as a percentage of adjusted operating profit.
3. Net debt represents the Group's total borrowings less cash and cash
equivalents. Net debt figures include lease liabilities and prepaid bank fees,
with the prior year restated on a comparable basis to ensure consistency.
4. Organic revenue refers to revenues from existing operations,
excluding revenue from recently acquired businesses: threesixty services and
RSMR.
Analyst presentation
An analyst briefing is being held today at 9:30am via an online video
conference facility. To register your attendance, please
contact fintel@mhpgroup.com (mailto:fintel@mhpgroup.com) .
Capital Markets Event
As announced on 3 February 2026, the Group will host a capital markets event
on the 23 April 2026. If you would like to register your interest for the
event and receive further details, please email fintel@mhpgroup.com.
For further information please contact:
Fintel plc via MHP Group
Matt Timmins (Chief Executive Officer)
David Thompson (Chief Financial Officer)
Zeus (Nominated Adviser and Joint Broker) +44 (0) 20 3829 5000
Martin Green
Dan Bate
Peel Hunt (Joint Broker) +44 (0) 20 7418 8900
Benjamin Cryer
Kate Bannatyne
Alice Lane
MHP Group (Financial PR) +44 (0) 7827 662 831
Reg Hoare Fintel@mhpgroup.com
Matthew Taylor
Lexi Iles
Notes to Editors
Fintel is a leading provider of software and services to the UK retail
financial services sector. Through its two divisions, Software & Data and
Services, and portfolio of trusted brands including Defaqto, Simplybiz and
threesixty, Fintel provides technology and expert support services to
thousands of intermediary businesses, data and distribution services to
hundreds of financial institutions, and expert product ratings that empower
millions of consumers to make better informed financial decisions.
For more information about Fintel, please visit the website:
www.wearefintel.com
(https://protect.checkpoint.com/v2/r06/___http:/www.wearefintel.com___.ZXV3MjpuZXh0MTU6YzpvOjIxNmVhMmQzMjFhNTY2OWIxZmI3MmY1ODMzZDRjYjVjOjc6MWE3MzowMjM5MTljNWZmMGY1ZWM2ZjI0Njc5MTlkMjA2MmQxMDA4M2YyNmVhMzRlZmE1YTdjMzA2OTU5OWI2ZGJkODkzOnA6RjpU)
CHAIR STATEMENT
Inspiring better outcomes across retail financial services
I am pleased to present Fintel's annual report and accounts for the year ended
31 December 2025, a year in which the Group delivered strong financial
performance and made significant strategic progress, further strengthening its
position at the centre of the UK retail financial services sector.
Fintel operates at the very heart of UK retail financial services: supporting
advisers and institutions with the regulatory expertise, technology, data and
insight required to deliver better outcomes for consumers and clients. As the
advice market continues to evolve at pace in response to regulatory change,
technological advancement and increasing complexity, the relevance of Fintel's
propositions continues to grow. 2025 has been a year in which we have taken
decisive steps to strengthen our platform and sharpen our strategic focus. The
Board believes the Group is well positioned to support the market
transformation while delivering sustainable long-term value for our
shareholders.
Strong performance and resilient business model
In 2025, macroeconomic uncertainty, uneven activity levels across key product
markets, and the ongoing effect of regulatory change on how advice and
distribution are delivered across the UK categorised a year shaped by
volatility. Against this backdrop, demand for trusted support, high-quality
product data, robust governance and scalable technology has continued to rise
as regulatory catalysts and complexity increasingly influences the market.
These are structural tailwinds that align directly with our core propositions.
The Group delivered a strong financial performance in 2025, with revenue
increasing to £85.9m and adjusted EBITDA rising to £25.9m. SaaS &
Subscription revenue increased to £48.7m and now represents 57% of total
revenue, reflecting continued progress in building a more recurring, scalable
and higher-quality earnings base.
This performance demonstrates the resilience of Fintel's business model, the
strength of its customer relationships and the benefits of continued
investment in our platform and capabilities.
Strategic evolution and long-term positioning
During the year, the Group made important progress in simplifying and
strengthening our operating model, resulting in the creation of two focused
divisions: Software & Data, and Services. This provides greater clarity,
improves operational efficiency, and enhances the Group's ability to invest
and scale its platform over time. It has also accelerated our agenda to build
a technology-driven platform for UK retail financial services.
The Board remains confident in the structural growth opportunity available to
Fintel, supported by increasing demand for technology, regulatory support and
high-quality data across the UK retail financial services market.
Disciplined capital allocation and financial strength
Maintaining a strong balance sheet and disciplined approach to capital
allocation remains a key priority for the Board.
During the year, the Group expanded its revolving credit facility to £120m on
improved terms, providing increased financial flexibility to support organic
investment, pursue targeted acquisition opportunities and deliver returns to
shareholders.
Reflecting the Group's performance and confidence in its outlook, the Board is
proposing a final dividend of 2.5 pence per share, resulting in a full year
dividend of 3.8 pence per share, an increase of 4.1% on prior year. The Board
remains committed to a progressive and sustainable dividend policy, balanced
with investment to support long-term growth.
Governance, leadership and Board priorities
A key priority during the year was overseeing the planned transition to a
single Chief Executive Officer structure. Following the Annual General Meeting
in May 2025, Matt Timmins assumed sole responsibility as Chief Executive
Officer, providing clear leadership and accountability as the business enters
its next phase of development, with the transition forming part of the Board's
succession planning. Neil Stevens, previously joint Chief Executive Officer
alongside Matt Timmins, stepped down with effect from 30 June 2025.
On behalf of the Board, I would like to thank Neil for his significant
contribution to Fintel, including his leadership as Joint Chief Executive
Officer and his role in the Group's development since its IPO. Neil has been
instrumental in building the strong platform the business benefits from today,
and we wish him every success for the future. Accordingly, Matt Timmins, Chief
Executive Officer, supported by David Thompson, Chief Financial Officer, now
act as the Executive Directors of Fintel plc.
The Board was also strengthened during the year with the appointment of Ian
Pickford as Independent Non-Executive Director and Chair of the Remuneration
and Nomination Committees. Ian brings extensive experience of the UK wealth
management and financial planning sector, and his insight and perspective are
already proving valuable as the Group continues to develop its platform and
capabilities.
As announced during the year, Imogen Joss stepped down from the Board in May
2025. Imogen made an important contribution during her more than four-year
tenure, serving as Senior Independent Director, and I would like to thank her
for her support and counsel during a period of significant progress for the
Group. Following her departure, Tim Clarke assumed the role of Senior
Independent Director alongside his existing responsibilities as Chair of the
Audit and Risk Committees, ensuring continuity in the Board's governance
framework.
More broadly, the Board continued to focus on overseeing the delivery of the
Group's strategy, maintaining robust risk management and internal controls,
and ensuring the Group's culture, values and governance framework remain
aligned with its long-term growth ambitions. The Board also keeps its
composition under regular review to ensure an appropriate balance of skills,
experience and independence.
Our people and stakeholders
Fintel's success is built on the expertise, commitment and professionalism of
its people. On behalf of the Board, I would like to thank all colleagues
across the Group for their hard work and dedication during a year of
meaningful change and progress.
I would also like to thank our customers and partners for their continued
trust, and our shareholders for their ongoing support.
Outlook
The Board remains confident in Fintel's future outlook. With a simplified
structure, a growing base of recurring revenues, strong financial foundations
and a clear strategic direction, the Group is well positioned to deliver
further strategic and financial progress in 2026.
The Board believes Fintel has the platform, leadership and market opportunity
to continue to deliver sustainable growth and long-term value creation for
shareholders.
Phil Smith
Non-Executive Chair
CHIEF EXECUTIVE OFFICERS' STATEMENT
A year of transformation
2025 has been a defining year for Fintel. Our role as a trusted partner in the
financial advice ecosystem has never been more critical, and I am proud of the
decisive steps we've taken to deliver solutions that set new standards for
transparency, efficiency, and value across the sector.
Over the past year, we have reshaped our business with focus and ambition,
completing the most significant transformation in our history. Following two
decades of evolution-from a UK compliance support leader to a
technology-driven platform serving the entire retail financial services
market-we have restructured Fintel into two distinct but powerful and
complementary divisions, integrating nine businesses and appointing new
leadership to drive them forward:
Fintel Services - Integrated regulatory and business support and distribution
solutions
Fintel Software & Data - Market-leading software & technology, product
research and ratings
This was a strategic change to simplify the business by embedding new
leadership, process and structures creating a platform for innovation and
scale. Our simplified operating model sharpens our focus and reflects our
ambition: to lead, to innovate, and to be present in every financial decision
made by a UK consumer. In doing so we will build the UK's most powerful
fintech and data intelligence platform powered by a scalable SaaS business
model to deliver long-term, high quality growth.
Financial performance
Our financial performance in 2025 was strong and in line with expectations,
with revenue increasing 10% to £85.9m. Growth was driven by our acquired
portfolio, continued momentum in existing propositions, the launch of new, and
investment in existing products and continued realisation of synergies
following our M&A programme.
The majority of Group revenue comes from SaaS and subscription models,
representing 57% of revenues. This reflects our ongoing transition to a
technology‑driven platform and the resilience of our recurring revenue base
across both divisions. This foundation provides confidence to continue
investing in innovation and scale.
Alongside this we continue to improve margins with EBITDA margin increasing to
30% (FY24: 28%) resulting in Adjusted EBITDA up £3.7m (c.16%) at £25.9m,
slightly ahead of market expectations. The reorganisation undertaken during
the year as we transitioned to the new two divisional structure, has
simplified our operating model, reduced complexity, and aligned our cost base
to a unified, scalable structure. These efficiencies are expected to create
increasing operating leverage as the business continues to grow.
Strategic priorities
We are focused on:
· Driving organic growth via innovation in core and high growth
markets, alongside synergy realisation.
· Embedding an agile, scalable operating model that maximises
operational leverage.
· Growing high-quality recurring revenues by integrating systems,
products and acquisitions into a single platform that unlocks cross sell,
efficiency and scale.
· Maintaining disciplined capital allocation that maximises shareholder
value.
Strategic delivery
Revenue growth
By leveraging our unique position within the UK retail financial services
market, we can anticipate trends, identify unmet needs, and deliver innovative
solutions that create for advisers, partners and consumers alike. Our
strategy and new divisional structure are aligned to market dynamics,
including regulatory change, demand for integrated technology, and the growing
need for data-driven insights.
Revenue Growth: Services
During 2025 this division focused on deepening relationships and driving
distribution revenue growth through our strong network of partnerships with
financial institutions.
- Growth in core propositions
Continued regulatory pressure, particularly the ongoing implementation of
Consumer Duty, is driving sustained demand for outsourced, full-service
compliance support across the UK advice market. Simplybiz and threesixty
together provide a comprehensive regulatory, business and advice ecosystem,
positioning us as the partner of choice for directly authorised intermediaries
seeking efficiency, risk reduction and operational resilience. Alongside
this regulatory change is consolidation in the wealth advisory market.
Whilst advisor numbers are consistent, the number of firms which employ those
advisors is consolidating. We see this manifest in two main ways, with a
reduction in membership fees and associated software revenues as firm numbers
decrease being offset by growth in additional compliance fees from larger
firms, and an increase in protection income and mortgage transaction fee
income.
With the ongoing expansion of our technology enabled compliance solutions
across our significant customer base, we remain well positioned for continued
organic growth in our core offerings.
- Digital compliance innovation enhancing the intermediary
proposition
In 2025 we accelerated the development of our digital compliance platform,
developing digitised compliance solutions that will allow advisers to manage
all compliance responsibilities from a single central hub, increasing both
oversight and operational efficiency.
Looking ahead, we see significant opportunity to enhance efficiency and
outcomes across the advice journey following the initial development of
agentic AI prototypes within file checking and compliance workflows. With the
right people designing the right prompts, grounded in a deep understanding of
compliance and its real-world application within adviser practices, our tools
will give us a differentiated proposition in the regtech and broader
intermediary market.
- Launch of whole of market distribution platform distributing our
most successful propositions
We launched our whole‑of‑market distribution platform ("Omnicore'') in Q4
2025 taking our strongest propositions to a wider audience and generating
early traction with advisers and product partners. Omnicore enhances our
reach, accelerating product adoption and cementing our position at the centre
of the intermediary ecosystem.
Our managed distribution and protection propositions continue to gain
momentum, with strong early adoption across the threesixty network, demand for
high quality protection solutions remains resilient. We also see significant
opportunities to broaden the reach of our Mortgage Club, Events, and Strategic
Asset Allocation propositions as we continue to scale our distribution
platform.
Revenue Growth: Software & Data
During 2025 this division focused on enhancing its product set to drive market
penetration. Key areas of investment included further refinement to our
software and our market intelligence platform (Matrix360), and building the
most unified software platform in UK retail financial services through ongoing
integration of our acquired portfolio.
- RSMR ("Rayner Spencer Mills Research'') acquisition extending
research, ratings and investment intelligence capabilities
The integration of RSMR in H1 2025 is accelerating the scaling of Defaqto's
research, ratings and investment intelligence platform. The addition of RSMR's
respected fund research and ratings will enable us to expand confidently into
adjacencies such as single strategy funds, while also deepening penetration
across our existing markets. This momentum, supported by strong market demand
and fast adoption, will further reinforce Defaqto's position as the UK's
leading research and ratings provider.
- Continued investment in data and technology capabilities
Our focus on data and adviser technology has led to the scaling of our client
feedback platform, VouchedFor's Elevation, a solution which supports advisers
in monitoring and evidencing Consumer Duty outcomes. Following investment in
User Experience (UX) and User Interface (UI), membership has increased 83%
from 3,600 to 6,600 advisers, reflecting robust ongoing demand for solutions
that help firms demonstrate good customer outcomes.
We also invested in our market intelligence platform, ''Matrix 360'',
expanding both data assets and analytics capability. Matrix 360 now delivers
real time insight into product changes, pricing, features, and propositions,
and has already onboarded 23 institutional customers since its launch earlier
this year.
Looking ahead, we will continue to invest in strategic data assets that will
set Fintel apart in an increasingly AI driven market. Our acquisition of the
Pearson Ham Group's market pricing business is a powerful step in that
direction, giving us proprietary pricing intelligence that will further
strengthen our entire data proposition.
By integrating this insight into Defaqto's dataset, we will deliver sharper,
faster and more predictive intelligence to insurers, intermediaries and
comparison services. Within Matrix360, this enriched pricing data will give
product providers a clearer view of market trends, real time pricing shifts,
and competitive positioning, while also enabling the next generation of "value
for money" ratings.
These investments reinforce our leadership, expand our differentiation, and
position us for sustained growth in a rapidly evolving market.
- Integrations driving efficiencies and growth
We have integrated six of the businesses acquired during the strategic M&A
programme (VouchedFor, Synaptic, Competent Advisor, ifaDASH, AKG and MICAP)
into defined product lines within a single operating platform and
architecture. This key step will enable us to increase sales effectiveness
with the launch of a unified go to market proposition and sales team.
Alongside this, a single customer data view will enhance targeted cross‑sell
and up‑sell activity through clearer visibility of total value, positioning
us strongly for enhanced organic growth. These steps also pave the way for
further technical integrations in 2026 as we focus on building the most
unified adviser technology platform in retail financial services.
Simplify our operating model
This year we transformed the Group, consolidating the organisation into two
focused divisions with clear product lines and a streamlined functional
structure. We continued our journey to bring acquired businesses and
colleagues onto common systems, migrating teams to shared HR, Finance and IT
platforms, ensuring consistent processes, improved scalability, and a more
unified operating platform across the Group.
We strengthened our digital capabilities with the creation of the Fintel
Services Technology Team, operating in agile product squads. This team is
improving our CRM infrastructure and upgrading our member experience with the
development of digital portals, accelerating upsell, cross sell, retention and
product development within the services division.
Taken together, these improvements are simplifying the way we operate,
strengthening the foundations of the Group, and enabling us to scale with
greater agility as we realise synergies and focus on operational leverage.
Empower our teams
We continue to strengthen the organisation by enhancing leadership capability
across the Group. We appointed dedicated CEOs for each division, ensuring
clear accountability and sharper strategic focus on delivering organic growth.
We also established refreshed management structures, including an enhanced
Executive Committee and Senior Leadership Team, providing stronger governance
and more effective decision‑making.
Alongside these changes, we have enhanced our people proposition across the
organisation, introducing aligned benefits for all colleagues, and offering
free access to independent financial advice. This underscores our belief that
investing in our people is central to delivering for our customers, as is
reinforcing our commitment to attracting, retaining and motivating the best
talent across the business.
Lead with technology
Our goal is the creation of a universal product and data platform to underpin
the business. This year we completed a comprehensive review of our IT and
technology estate and appointed a professional and experienced CTO to provide
clear strategic leadership across our platforms. This work has identified
significant opportunities to improve efficiency, scalability and delivery
speed, ensuring our technology foundations are ready for long‑term growth.
As AI increases the value of data in decision‑making and enables greater
product and service customisation, we are leveraging our extensive proprietary
datasets, including the recently acquired Pearson Ham market pricing business,
to strengthen our data advantage.
We are developing and training AI models with a view of embedding them within
existing products and new software solutions where we see the strongest market
need and opportunity to enhance client outcomes. As part of this evolving
capability, we have initiated the development of two Agentic AI solutions
within our adviser technology and market intelligence solutions, marking an
important step forward in how we automate complex workflows, unlock deeper
insight and enhance the efficiency and effectiveness of adviser and product
provider business operations.
To support this, we are investing in our future AI capability and governance.
A cross‑Group working party and a dedicated AI Architecture Forum, ensures
strong guardrails while enabling rapid experimentation via low‑code tools.
This accelerates delivery and equips teams with new skills that enhance
productivity.
Together, these initiatives drive organic growth for Fintel by increasing
product value, creating new revenue opportunities, accelerating innovation at
lower cost and reinforcing our market leadership, while also building a
scalable platform that can deliver sustainable, high-margin growth.
Value generation and capital allocation
We are disciplined in capital allocation, investing in:
· Targeted product development using insights from the Fintel ecosystem
· Selective M&A leveraging our cash-generative model and expanded
revolving credit facility, with a shift toward adjacent markets and high
quality strategic data assets
In line with this approach, we increased our investment within Financial CRM
business Plannr to 49%, underpinning our position in strategic data sets and
data driven solutions, and completed the acquisition of RSMR, enhancing our
data, research and technology proposition.
During the year the Company paid the final dividend in respect of FY24 of
£2.5m, and an interim dividend in respect of FY25 of £1.4m. The Board is
proposing a final dividend of 2.50 pence (FY24: 2.45 pence), making a full
year dividend in respect of FY25 of 3.80 pence, an increase of 4.1% on the
FY24 dividend of 3.65 pence. This reflects the Group's strong business
performance and cash generation during the year. The dividend is payable on 18
June 2026, to shareholders on the register on 29 May 2026 with an ex-dividend
date of 28 May 2026, subject to shareholder approval at the Company's annual
general meeting.
Outlook
Fintel has made a strong start to FY26, with trading in line with the Board's
expectations. The Group entered the year with strong momentum, supported by
its high level of recurring revenue, simplified operating structure and clear
strategic focus.
Fintel is strategically positioned to lead in software, data, and services in
an important and critical market. Regulatory pressure and consolidation, and
the ever-increasing demand for integrated technology, data assets and
solutions will continue to drive demand for our unique IP, data sets and core
services, while strong recurring revenues and multiple organic growth
opportunities underpin our confidence for the year ahead. As we move into
2026, our priorities are clear:
· Accelerate digital transformation across the advice sector.
· Deepen our data sets and insights to deliver even greater value,
augmented by AI.
· Connect our products into a unified platform and unlock the final
phase of synergies.
By doing so, we will create a simpler, more scalable and more powerful
business capable of leading the market in data, advice technology and
distribution.
The foundations for long‑term growth are now firmly in place. We have the
right structure, the right technology, the right talent and a deeply embedded
market presence. Most importantly, we have a clear plan and the organisational
momentum to deliver it. Thank you to our colleagues, partners, and
shareholders for your continued support. The opportunities ahead are immense
and we are ready to seize them.
Matt Timmins
Chief Executive Officer
FINANCIAL REVIEW
Year ended 31 December 2025
Overall Summary
2025 was an instrumental year for the Group. We embarked in Q4 2022 on a
three year programmatic M&A process designed to acquire and integrate
those businesses in our industry that would provide us with a unique
end-to-end customer proposition. The main acquisition phase of our
programmatic M&A was substantively completed in July 2024 with the
acquisition of threesixty services, one of our larger competitors. This was
followed in January 2025 with the acquisition of RSMR to complete the Group's
product rating offering. The respective impact of these two acquisitions on
our organic and inorganic revenue growth is shown below.
A significant achievement in June 2025 was the project to operationally
integrate these nine acquisitions into the Group, resulting in our planned
change from three divisions to two, namely Fintel Services and Fintel Software
and Data.
As part of this comprehensive change and realignment of our portfolio of
service offerings, we augmented the segmental financial reporting to EBITDA
level, previously gross profit, leaving a significantly smaller central costs
segment that relates to true Group services and plc running costs. This way,
the relative performance of our distinct customer offerings can be measured
and tracked separately as to their contribution to the Group as a whole.
It is worth reflecting that the efforts in this realignment exercise and the
impact of continued consolidation in the IFA sector have resulted in a lower
organic growth rate than is representative of the longer term goals of the
business as the Group has been internally focussed on the organisational
foundations.
There are promising underlying organic growth drivers, such as VouchedFor
software sales increasing 20% to £3.8m, Risk Ratings growing 9% to £4.5m,
and both Protection Income and Mortgage Income growing 10% respectively.
Offsetting that organic growth was the main headwind in relation to continued
IFA membership consolidation, which saw a 9%, or £0.9m reduction in core
membership fees to £8.7m (FY24: reduction of £0.5m), and a consequent
reduction in certain software support elements for those members. In 2023,
recognising and planning for a potential reduction in simplybiz membership
following the trend of IFA firm consolidation, we looked to augment our
position in the directly authorised IFA market. We subsequently acquired
threesixty services in July 2024 to expand this key customer base and exposure
to larger independent IFA firms. The membership trend in threesixty has been
more resilient to this underlying market trend. We are confident that IFA
consolidation is slowing and our expanded reach into the larger firms that are
buying increased compliance services from us signals improving organic growth
going forward.
The outlook for 2026 is positive with the segmental realignment now complete,
and we focus now on growing of our software offerings to our enlarged customer
base with the development of the Defaqto Unity platform underway providing
further tailwinds for our organic growth going forward through cross sell
opportunities. Our Matrix 360 offering for General Insurers has also been
further strengthened by the acquisition of the leading Market Pricing
Insurance business Pearson Ham shortly after the financial year end.
Revenue
Group and statutory revenue grew 10% to £85.9m (FY24: £78.3m).
In the prior year, we completed the acquisition of threesixty services in July
2024, and in the current financial year we completed the acquisition of RSMR
in early January 2025. For ready comparison, the following split of revenue
on a like-for-like basis, excluding threesixty and RSMR, is provided:
31-Dec-24 (£m) 31-Dec-25 (£m) Growth (£m) Growth (%)
Like for Like organic 74.9 75.5 0.6 0.8%
In year contribution from threesixty services (acquired July 2024) 3.4 7.0 3.6 n/m
In year contribution from RSMR (acquired January 2025) - 3.4 3.4 n/m
Total 78.3 85.9 7.6 9.7%
The section below on divisional performance summarises the specific
performance of our products and services.
Profitability
Adjusted EBITDA remains strong at £25.9m (FY24: £22.2m), increasing by 16.6%
in FY25, with a healthy EBITDA margin of 30.1% (FY24: 28.3%). This comprised
organic EBITDA of £23.4m (FY24: £21.7m) and margin of 30.9% (FY24: 28.9%),
and inorganic EBITDA of £2.5m (FY24: £0.5m), delivered at a 24.4% (FY24:
14.8%) margin.
Adjusted EBITDA margin is calculated as adjusted EBITDA (as defined in note
8), divided by revenue. Whilst adjusted EBITDA is not a statutory measure, the
Board believes it is a highly useful measure of the underlying trade and
operations, excluding one-off and non-cash items.
Divisional performance
As part of our strategic transformation, the Group has successfully simplified
its operating structure to transition from three divisions - Intermediary,
Distribution, and Fintech & Research - to a streamlined model comprising
two core divisions - Software & Data, and Services.
This transformation follows the acquisition of 9 businesses since 2023,
spanning service-led, data-driven, and software-based offerings in line with
our strategy to build IP, capability and scale in our core markets. The
reorganisation aligns complementary capabilities, teams and customer
propositions, driving operational and cost efficiency, and strategic focus.
Effective 2 June 2025, the Group implemented a new managerial structure
aligned to the revised segmental model, ensuring consistent leadership and
accountability across each business type. This marks a key milestone in our
integration journey, empowering our teams and enhancing our ability to scale,
innovate, and deliver value across our portfolio.
The Group is now reporting its financial results under this new structure for
the first time in its 31 December 2025 financial results, providing enhanced
transparency and alignment with our long-term Group strategic objectives.
Software & Data Divisional Overview
The Software and Data division provides market-leading intermediary software,
financial product and market data and trusted research and ratings to
thousands of financial intermediaries, and hundreds of product providers and
price comparison websites. Key propositions include Defaqto ratings, Defaqto
Engage, VouchedFor and Matrix 360.
It focuses on expanding research and ratings capabilities, developing
decisioning tools like Matrix 360 for General Insurance, banking, and asset
management sectors, and building the most connected software platform in UK
retail financial services through the IQ platform. The division also supports
our strategy to be the partner of choice in the direct-to-consumer market.
- Software and Data - Financial Performance
Software and Data revenue increased by 10% to £37.1m (FY24: £33.8m)
consisting of:
· £22.5m from software (FY24: £22.1m)
· £11.5m from data (FY24: £9.3m)
· £3.1m from marketing and consultancy (FY24: £2.4m)
During 2025 Fintel completed one acquisition within the Software & Data
division (RSMR), which contributed £2.4m of ratings revenue and £1.0m of
marketing and consultancy revenue. The steady organic trajectory, supported
by year‑on‑year progress across each product category, demonstrates the
resilience of our recurring‑led model. Combined with the incremental
contribution from recent M&A, this provides a strong platform for
continued growth in 2026.
Software and Data Division Period ended Period ended Period ended
31 December 2025 31 December 2024 31 December 2023(1)
Revenue breakdown £m £m £m
Software 22.5 22.1 15.8
Financial Planning 6.4 6.3 4.8
Risk Ratings 4.5 4.2 3.9
VouchedFor 3.8 3.2 -
Matrix 3.3 3.3 3.2
Other 4.5 5.1 3.9
Data 11.5 9.3 7.8
Ratings 9.0 6.9 5.6
Reviews 2.5 2.4 2.2
Marketing and Consultancy 3.1 2.4 0.8
Total Software and Data Revenue 37.1 33.8 24.4
Of which recurring (%)(2) 67% 68% 64%
( )
(1) As this is our first reporting period under the new divisional structure,
we have included prior year comparatives. For reference only, we also
present pro forma figures for 2023 to aid year-on-year comparison.
(2) Recurring revenue % in 2025 is impacted by the acquisition of RSMR in
2025.
The Software and Data division delivered adjusted EBITDA of £15.3m (FY24:
£13.4m) with an EBITDA margin of 41.3% (FY24: 39.7%). RSMR contributed EBITDA
of £1.1m. Organic EBITDA was £14.2m in the period, representing an EBITDA
margin of 42.1%.
Services Divisional Overview
The Services division combines intermediary support and product distribution
within one integrated offering: it provides compliance and business support to
FCA regulated financial intermediaries, while also delivering distribution
solutions to hundreds of financial product providers as part of a single,
connected offering.
It focuses on strengthening customer relationships by increasing product
adoption, enhancing loyalty, and growing distribution revenues via strong
partnerships with key product providers. The division continues to invest in
and expand its mortgage and protection propositions, while refining its value
proposition for larger intermediary and wealth management firms.
- Services Financial Performance
Services revenue increased by 10% to £48.8m (FY24: £44.5m), consisting of:
· £21.7m from membership and compliance services (FY24: £19.0m)
· £17.4m from distribution (FY24: £16.1m)
· £9.7m from surveying (FY24: £9.4m)
Fintel has completed one acquisition within the Services division, threesixty
services in July 2024, which contributed £6.6m (FY24: £3.2m) in membership
and compliance and £0.4m (FY24: £0.2m) in distribution revenue in the
current year. Other acquisitions were made very early in 2024 and have been
included in the like for like/organic comparison.
Services Division Period ended Period ended Period ended
31 December 2025 31 December 2024 31 December 2023(1)
Revenue breakdown £m £m £m
Membership and Compliance 21.7 19.0 18.4
Simplybiz membership 8.7 9.6 10.1
threesixty membership 5.6 2.7 -
Compliance 5.4 4.9 4.5
Software Reseller 2.0 1.8 3.8
Distribution 17.4 16.1 13.7
Marketing & Events 8.5 8.0 5.6
Protection & Insurance 4.5 4.1 4.1
Mortgages 4.4 4.0 4.0
Surveying 9.7 9.4 8.4
Total Services Revenue 48.8 44.5 40.5
Of which recurring (%) (2) 49% 48% 51%
(1) As this is our first reporting period under the new divisional structure,
we have included prior year comparatives. For reference only, we also present
pro forma figures for 2023 to aid year-on-year comparison.
(2) The recurring revenue percentage reported for 2023 includes gross revenues
from a software reseller business, which transitioned to a net revenue
accounting treatment from 2024 onwards.
The Services segment delivered adjusted EBITDA of £14.8m (FY24: £13.5m),
with an EBITDA margin of 30.3% (FY24: 30.4%). Organic EBITDA was £13.4m in
the period, representing an organic EBITDA margin of 32.0%. threesixty,
acquired in July 2024, contributed £1.4m of EBITDA during the period.
Group performance
The Group has demonstrated strong momentum across 2025, with both divisions
contributing positively to growth and profitability. Strategic acquisitions
and continued investment are supporting long-term scalability, while
operational efficiencies and margin enhancement initiatives position the
business well for sustained value creation.
Non-underlying adjustments
The operating charge to the income statement in respect of non-underlying
items of £9.3m (FY24: £9.0m) can be split into cash costs of £3.7m (FY24:
£5.6m) and non-cash costs of £5.6m (FY24: £3.4m ), and is represented by:
· Amortisation of other intangibles £3.9m (FY24: £3.2m) - intangibles
acquired on acquisition
· M&A transaction costs £2.9m (FY24: £4.0m) - professional
advisory fees on M&A and fair value adjustments relating to contingent
consideration
· Restructure costs £2.4m (FY24: £0.8m) - consultancy fees and
restructuring costs associated with the segmental reorganisation delivered in
the year
· Debt restructure £0.1m (FY24: £nil) - legal and professional fees
for the RCF refinance
· Share settlement costs £nil (FY24: £0.6m)
· Transformation costs of £nil (FY24: £0.5m)
· Gain on sale of equity investment £nil (FY24: gain £0.2m)
· Impairment on disposal of subsidiary £nil (FY24: £0.1m)
Amortisation of other intangible assets relates to intangibles acquired on
acquisition which are disclosed separately as they are considered
non-operational in nature. The amortisation is not reflective of the ongoing
trading performance of the business, but rather a consequence of acquisition
accounting under IFRS 3. The revenue and costs from these businesses are
included in underlying trading results.
Other non-underlying adjustments include £0.1m net interest unwind on
contingent consideration and £0.1m relating to acquired intangible
amortisation on investment held as an associate.
No other costs have been treated as exceptional in the period to 31 December
2025.
Share-based payments
Share-based payment charges of £0.8m (FY24: £1.1m) have been recognised in
respect of the options in issue and relates to the IFRS 2 cost of the
long-term growth incentive plan issued on 18 August 2023.
Financial income and expense
Finance income of £0.5m (FY24: £0.4m) relates to interest earned on surplus
cash on short-term deposits and includes a gain on modification of financial
liabilities £0.1m.
Finance expenses of £3.0m (FY24: £2.4m) include interest costs on the drawn
portion of the RCF, interest on leasing arrangements and the commitment fee
for the unutilised facility.
Taxation
The underlying effective tax charge of £4.9m for the year (FY24: £2.9m)
represents an effective tax rate of 25.5% (FY24: 21.5%).
The total consolidated tax charge is £3.2m (FY24: £1.4m), resulting in
an overall effective tax rate of 33.3%.
As a significant UK corporation tax-paying Group, we make quarterly payments
on account and paid £2.8m during the year (FY24: £3.5m). The lower cash tax
outflow reflects the benefit of recovering prior‑year overpayments following
the submission of R&D claims, which reduced our overall cash tax
requirement in the period.
Financial results
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Group revenue 85.9 78.3
Expenses (60.0) (56.1)
Adjusted EBITDA 25.9 22.2
Adjusted EBITDA margin % 30.1% 28.3%
Depreciation (0.4) (0.4)
Depreciation of leased assets (0.6) (0.5)
Amortisation of development expenditure and software (2.3) (1.5)
Adjusted EBIT 22.6 19.8
Operating costs of an exceptional nature (5.4) (5.9)
Amortisation of other intangible assets (3.9) (3.2)
Net finance costs (2.5) (2.0)
Share option charges (0.8) (1.1)
Share of profit/(loss) of associate (0.2) -
Gain on disposal of equity investment - 0.2
Impairment on sale of operations - (0.1)
Profit before tax 9.8 7.7
Taxation (3.2) (1.4)
Profit after tax 6.6 6.3
Adjusted earnings per share* ("EPS") 13.7 13.2
(* ) Adjusted EPS excludes operating exceptional costs and
amortisation of intangible assets arising on acquisition, divided by the
average number of Ordinary Shares in issue for the period.
Earnings per share
Earnings per share has been calculated based on the weighted average number of
shares in issue at each balance sheet date. Adjusted EPS in the period
amounted to 13.7 pence per share (FY24: 13.2 pence per share) reflecting
strong profitability of the Group. Statutory earnings per share in the period
amounted to 6.1 pence per share (FY24: 5.7 pence per share).
Financing
During the year the group refinanced its revolving credit facility, increasing
it from £80m to £120m and adding a fourth bank to the lending syndicate.
The updated facility offers improved terms, a longer maturity of four years
with a one-year extension option, a 20 basis point margin reduction, and
unchanged covenants. This enhanced facility provides greater financial
flexibility to support growth and acquisitions while maintaining a prudent
financial approach.
Cash flow and closing cash position
At 31 December 2025 the Group reported a strong liquidity position, featuring
a total cash balance of £17.3m (FY24: £6.3m), and £72.5m of headroom (FY24:
£50m) in the £120m (FY24: £80m) revolving credit facility.
The Group reported net debt of £31.1m (FY24: £25.3m), resulting in a
comfortable leverage ratio of 1.2x. The increase reflects ongoing acquisition
activity and continued organic investment. Net debt figures include lease
liabilities and prepaid bank fees, with the prior year restated on a
comparable basis.
Underlying operating cash flow conversion was strong at 102% (FY24: 78%),
driven by positive trading performance in acquired businesses and continued
growth in core operations. This is calculated as underlying cash flow from
operations as a percentage of adjusted operating profit.
Underlying cash flow from operations is calculated as adjusted operating
profit, adjusted for changes in working capital, depreciation, amortisation,
capital expenditure and share‑based payments. A reconciliation of free cash
flow and underlying cash flow conversion is provided in note 8 to the
financial statements.
The Group's significant investment in capitalised development, recent
acquisitions and the ongoing reorganisation reflects our strategy to invest
for growth, which naturally impacts short‑term cash generation while
supporting stronger, sustainable returns over the long term.
The Group is subject to two financial covenants which are reviewed quarterly.
At 31 December 2025, there was significant headroom and facility interest
cover and net debt to EBITDA covenants were comfortably achieved:
Covenant Position as at
Covenant Requirement 31 December 2025
Interest cover >4.0:1 7.62:1
Leverage <3.0:1 1.2:1
Acquisitions
On 7 January 2025 the business acquired 70% of Rayner Spencer Mills Research
Limited ('RSMR'), a UK-based company specialising in providing independent
investment research, ratings, and support to financial advisers, investment
professionals, and financial services firms. The remaining 30% of the shares
are subject to a put and call option, which is exercisable over the following
24 months, with the option price being dependent on certain performance
conditions.
The acquisition was successfully completed on 7 January 2025, for an initial
net cash consideration of £5.0m. which was part funded from cash reserves and
the Group's revolving credit facility.
During the year ended 31 December 2025 £m
Cash consideration 6.4
Less: net cash acquired (1.4)
Net investing cash outflow in respect of acquisitions completed in the period 5.0
Transaction costs and expenses paid 0.1
Total cash outflow in respect of acquisitions completed in the period 5.1
Capital allocation
The Group's approach is to balance organic growth, allocating capital to high
return internal opportunities, with targeted M&A, pursuing value accretive
and ready to integrate acquisitions that enhance divisional strategy. We also
maintain optionality for strategic initiatives and future capital returns via
balance sheet flexibility.
The Group manages its capital structure through regular review by the Board
ensuring alignment with the Group's objectives and responsiveness to changing
market conditions. If the Group needs to adjust its policy, we retain an agile
approach in order to meet the ever-changing needs of our business and market.
Dividend
During the year the Company paid the final dividend in respect of FY24 of
£2.5m, and an interim dividend in respect of FY25 of £1.4m. The Board is
proposing a full year dividend in respect of FY25 of 3.80 pence, an increase
of 4.1% on the FY24 dividend of 3.65 pence. The proposed final dividend of
2.50 pence (FY24: 2.45 pence) reflects the Group's strong business performance
and cash generation during the year. The dividend is payable on 18 June 2026,
to shareholders on the register on 29 May 2026 with an ex‑dividend date of
28 May 2026, subject to shareholder approval at the Company's annual general
meeting.
Accounting policies
The Group's consolidated financial information has been prepared consistently
in accordance with UK-adopted International Accounting Standards ("UK-adopted
IAS"). The Group applied for the first time certain standards and amendments,
which are effective for annual periods beginning on or after 1 January 2025.
Their adoption is not expected to have a material effect on the financial
statements.
Going concern
The Directors have undertaken a comprehensive assessment to consider the Group
and Company's ability to trade as a going concern for a period of 18 months to
30 September 2027.
The Directors have tested the going concern assumption in preparing these
financial statements, considering a number of severe but plausible downside
scenarios reflecting the Group's base plan adjusted for severe but plausible
impacts from the Group's principal risks, which would collectively be
considered remote. The Group's central planning scenario reflects a balanced
projection aligned to the Group's strategy, a balanced assumption for economic
uncertainty and capital expenditure and dividends and an appropriate
reflection of the impact of recent acquisitions. As a sensitivity, this
central planning scenario has been flexed to reflect the aggregation of severe
impacts arising linked to our principal risks which in total represents a 15%
downgrade to revenues from the Group's central planning scenario in the 18
month period to September 2027, in comparison to the base case with no
decrease in forecast costs, as well as the associated consequences for EBITDA
and cash. In each of the severe but plausible downside scenario the Group
continues to have available cash and remains in compliance with covenants on
the revolving credit facility. The board consider any scenario which would
lead to a breach of covenants or absence of liquidity to be remote given
current trading performance.
The Group had available cash of £17.3m as at 31 December 2025. In addition,
the Group has access to a £120m revolving credit facility which matures in
July 2029, £47.5m is drawn at 31 December 2025. The Group expects to continue
to rely on the facility throughout the going concern period. The Group is in
compliance with the covenants for the revolving credit facility as at 31
December 2025. Details of cash, borrowings and facilities are set out in notes
15 and 19.
On the basis of the Group and Company's current and forecast profitability and
cash flows, and the availability of committed funding, the Directors consider
and have concluded that the Group and Company will have adequate resources to
continue in operational existence for the going concern period to September
2027. As a result, they continue to adopt a going concern basis in the
preparation of the financial statements.
David Thompson
Chief Financial Officer
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December 2025
2025 2025 2024 2024
2025 Underlying Year ended 2024 Underlying Year ended
Underlying adjustments* 31 December Underlying adjustments* 31 December
Note £m £m £m £m £m £m
Revenue 6 85.9 - 85.9 78.3 - 78.3
Operating expenses 6-7 (64.1) (5.4) (69.5) (59.6) (5.9) (65.5)
Amortisation of other intangible assets 12 - (3.9) (3.9) - (3.2) (3.2)
Gain on sale of equity investment 7 - - - - 0.2 0.2
Impairment on disposal of operations 7 - - - - (0.1) (0.1)
Group operating profit/(loss) 21.8 (9.3) 12.5 18.7 (9.0) 9.7
Finance income 9 0.5 - 0.5 0.3 0.1 0.4
Finance expense 9 (2.9) (0.1) (3.0) (2.0) (0.4) (2.4)
Share of profit/(loss) in associate (0.1) (0.1) (0.2) - - -
Profit/(loss) before taxation 19.3 (9.5) 9.8 17.0 (9.3) 7.7
Taxation (4.9) 1.7 (3.2) (2.9) 1.5 (1.4)
Profit/(loss) for the financial year 14.4 (7.8) 6.6 14.1 (7.8) 6.3
Profit attributable to shareholders:
Owners of the Company 6.3 5.9
Non-controlling interests 0.3 0.4
6.6 6.3
Earnings per share - adjusted (pence) ** 10 13.7p 13.2p
Earnings per share - statutory (pence) ** 10 6.1p 5.7p
There are no items to be included in other comprehensive income in the current
year or preceding year.
* Underlying adjustments are detailed in note 8 of the financial
statements.
** Earnings per share measure is for both basic and diluted measures, as
detailed in Note 10.
Consolidated statement of financial position
as at 31 December 2025
31 December 2025 31 December 2024
Note £m £m £m £m
Non-current assets
Non-current financial assets 1.7 2.7
Investment in associate 3.5 -
Property, plant and equipment 11 1.1 1.2
Lease assets 11 2.0 2.2
Intangible assets and goodwill 12 146.2 139.0
Trade and other receivables 3.5 2.2
Total non-current assets 158.0 147.3
Current assets
Trade and other receivables 13.5 13.2
Current tax asset 1.3 2.3
Cash and cash equivalents 17.3 6.3
Total current assets 32.1 21.8
Total assets 190.1 169.1
Equity and liabilities
Equity
Share capital 16 1.0 1.0
Share premium account 16 67.4 67.4
Other reserves 18 (52.1) (52.7)
Retained earnings 88.5 86.0
Equity attributable to the owners of the Company 104.8 101.7
Non-controlling interest 0.6 0.3
Total equity 105.4 102.0
Liabilities
Current liabilities
Trade and other payables 22.4 21.1
Contingent consideration 4.3 6.0
Lease liabilities 15 0.6 0.5
Total current liabilities 27.3 27.6
Non-current liabilities
Loans and borrowings 15 46.8 30.0
Contingent consideration 1.2 0.7
Deferred consideration 0.4 -
Lease liabilities 15 1.2 1.4
Deferred tax liabilities 7.8 7.4
Total non-current liabilities 57.4 39.5
Total liabilities 84.7 67.1
Total equity and liabilities 190.1 169.1
Consolidated statement of changes in equity
for the year ended 31 December 2025
Share Share Other Non- Retained Total
controlling
capital premium reserves interest earnings equity
£m £m £m £m £m £m
Balance at 1 January 2024 1.0 67.0 (50.0) 0.3 84.6 102.9
Total comprehensive income for the year
Profit for the year - - - 0.4 5.9 6.3
Total comprehensive income for the year - - - 0.4 5.9 6.3
Transactions with owners, recorded directly in equity
Issue of shares - 0.4 - - - 0.4
Dividends - - - (0.4) (3.7) (4.1)
Share option charge - - 1.1 - - 1.1
Exercise of Value Builder Plan - - - - (4.6) (4.6)
Release of share option reserve on exercise - - (3.8) - 3.8 -
Total contributions by and distributions to owners - 0.4 (2.7) (0.4) (4.5) (7.2)
Balance at 31 December 2024 1.0 67.4 (52.7) 0.3 86.0 102.0
Balance at 1 January 2024 1.0 67.4 (52.7) 0.3 84.6 102.0
Total comprehensive income for the year
Profit for the year - - - 0.3 6.3 6.6
Total comprehensive income for the year - - - 0.3 6.3 6.6
Transactions with owners, recorded directly in equity
Issue of shares - - - - - -
Dividends - - - - (3.9) (3.9)
Share option charge - - 0.8 - - 0.8
Release of share option reserve on exercise - - (0.1) - 0.1 -
Total contributions by and distributions to owners - - 0.6 - (3.8) (3.2)
Balance at 31 December 2025 1.0 67.4 (52.1) 0.6 88.5 105.4
Consolidated statement of cash flows
for the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Note £m £m
Net cash generated from operating activities 19 18.4 6.2
Cash flows from investing activities
Purchase of property, plant and equipment (0.3) (0.3)
Finance income 0.3 0.2
Development expenditure (4.2) (5.4)
Cost of acquisitions - net of cash received (5.1) (16.6)
Deferred and contingent consideration paid (3.8) (1.8)
Sale of equity investment - 0.4
Equity investments (2.7) (1.7)
Loan to equity interest (1.2) (1.1)
Net proceeds from sale of operations - 0.6
Net cash flows used in investing activities (17.0) (25.7)
Cash flows from financing activities
Finance costs (3.4) (1.6)
Loan drawn/(repaid) 17.5 19.0
Payment of lease liability (0.6) (0.6)
Issue of share capital - 0.4
Dividends paid (3.9) (4.1)
Net cash flows from/(used in) financing activities 9.6 13.1
Net (decrease)/increase in cash and cash equivalents 11.0 (6.4)
Cash and cash equivalents at start of year 6.3 12.7
Cash and cash equivalents at end of year 17.3 6.3
Non-underlying operating costs, as per note 8, are included in net cash
generated from operating activities.
During the year there were cash outflows of £5.1m (net of cash acquired of
£1.4m) in respect of investment in one acquisition by the Group. Further
details can be found in note 21.
1 General information and basis of preparation
The consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards ("UK-adopted IAS").
The financial information for the year ended 31 December 2025 and the year
ended 31 December 2024 does not constitute the Group's statutory accounts for
those periods. Statutory accounts for the period ended 31 December 2024 have
been delivered to the Registrar of Companies. The statutory accounts for the
period ended 31 December 2025 will be delivered to the Registrar of Companies
following the Group's Annual General Meeting.
The auditors' reports on the accounts for 31 December 2025 and 31 December
2024 were unqualified, did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.
2 Going concern
The Directors have undertaken a comprehensive assessment to consider the Group
and Company's ability to trade as a going concern for a period of 18 months to
30 September 2027.
The Directors have tested the going concern assumption in preparing these
financial statements, considering a number of severe but plausible downside
scenarios reflecting the Group's base plan adjusted for severe but plausible
impacts from the Group's principal risks, which would collectively be
considered remote. The Group's central planning scenario reflects a balanced
projection aligned to the Group's strategy, a balanced assumption for economic
uncertainty and capital expenditure and dividends and an appropriate
reflection of the impact of recent acquisitions. As a sensitivity, this
central planning scenario has been flexed to reflect the aggregation of severe
impacts arising linked to our principal risks which in total represents a 15%
downgrade to revenues from the Group's central planning scenario in the 18
month period to September 2027, in comparison to the base case with no
decrease in forecast costs, as well as the associated consequences for EBITDA
and cash. In each of the severe but plausible downside scenario the Group
continues to have available cash and remains in compliance with covenants on
the revolving credit facility. The board consider any scenario which would
lead to a breach of covenants or absence of liquidity to be remote given
current trading performance.
The Group had available cash of £17.3m as at 31 December 2025. In addition,
the Group has access to a £120m revolving credit facility which matures in
July 2029, £47.5m is drawn at 31 December 2025. The Group expects to continue
to rely on the facility throughout the going concern period. The Group is in
compliance with the covenants for the revolving credit facility as at 31
December 2025. Details of cash, borrowings and facilities are set out in notes
15 and 19 to the financial statements.
On the basis of the Group and Company's current and forecast profitability and
cash flows, and the availability of committed funding, the Directors consider
and have concluded that the Group and Company will have adequate resources to
continue in operational existence for the going concern period to September
2027. As a result, they continue to adopt a going concern basis in the
preparation of the financial statements.
3 Accounting policies
The accounting policies adopted are consistent with those used in preparing
the consolidated financial statements for the financial year ended 31 December
2024.
4 Revenue recognition
Revenue is recognised by reference to the five-step model set out in IFRS 15.
Revenue is recognised when an entity transfers goods or services to a
customer, measured at the amount to which the entity expects to be entitled.
Depending on whether certain criteria are met, revenue is recognised:
• over time, in a manner that depicts the entity's performance; or
• at a point in time, when control of the good or service is
transferred to the customer.
Revenue is measured at the fair value of consideration received or receivable
and represents amounts receivable for goods and services provided in the
normal course of business, net of discounts, VAT and other sales-related
taxes.
The Group reports revenue under the following categories and the basis of
recognition for each category is described below.
Division Revenue stream Performance obligations Revenue recognition accounting policy Timing of customer payments
Services Membership Services Provision of compliance and business services to financial and intermediary The Group's membership is a subscription model, with income recognised in line Subscriptions are usually invoiced monthly in advance of the commencement of
firms. Specific services provided under subscription model: software as a with the access to the specific service provided (output method). the subscription period and collected in the same month by direct debit.
service, support, compliance visits, and learning and development. Membership services includes support and software and income recognised on an
over-time basis in line with the access to the services. Membership services
also includes specific services, such as, regulatory visits and learning and
development and revenue is recognised in line with the service to the
customer, at the point the service is provided.
Additional services Provision of additional compliance and business services provided on an Revenue from other membership services is recognised at the point at which the Compliance visits, file checks and website maintenance are collected monthly
ongoing or periodic basis: file checks, website hosting and maintenance, specific service is delivered, or across an agreed support period as by direct debit and billed when the service is delivered. Additional
credit checking and learning and development. necessary, based on the value agreed with the customer. Each service is services are typically on credit terms and customers pay according to terms.
assessed in line with IFRS 15 and revenue is recognised accordingly in line
with the provision of service.
Software licence income Provision (and support) of software licences to intermediary firms within our Revenue from software licences is recognised straight line over the licences Invoices are raised and collected by direct debit in the month in which the
network revenue is recognised as the performance obligation is satisfied over period. The nature of the licences is such that the Group is required to licence charge relates, prorated as necessary where agreements are signed mid
time. undertake activities which impact the software and its utility to its -month.
customers throughout the licence period.
Marketing services revenues Provision of advertising, marketing services and event sponsorship to product Revenue is recognised in line with the service provided to the customer, at a Invoices are typically raised on a monthly basis with a smaller number being
providers. point in time. raised quarterly. Customers pay according to agreed terms.
Distribution as a service ("Daas") Provision of analytics and broader consultative services to provider partners. Revenue is recognised in line with the service provided to the customer, over Invoices are typically raised on a monthly basis with a smaller number being
time. raised quarterly. Customers pay according to agreed terms.
Commission revenues Commission revenues from product provider distributions. Commission is recognised in full, following the confirmation of the sale by Commission revenues are typically received between one and four weeks after
the third-party provider, who is considered to be the principal, of underlying confirmation of the sale by the third-party provider.
mortgage and insurance related products. An element of commission is clawed
back if the policy holder cancels and a clawback provision is accounted for
accordingly.
Valuation services Surveys and valuation services provided to clients. Revenue is recognised at the point at which the service is delivered to the Business-to-business valuation services are paid in advance or on credit terms
customer, based on the agreed price. and customers pay according to these terms. Business-to-consumer is usually
paid up front.
Software and Data Fintech software solutions Provision (and support) of software licence contracts to providers of Revenue from software licences is recognised straight line over the licence Software licences are invoiced, either, monthly or quarterly, in advance with
financial products that enable them to research, launch and distribute period. The nature of the licences is such that the Group is required to payment terms applied.
relevant products to the market. The provision of software as a performance undertake activities which impact the software and its utility to its
obligation is a promise of 'right to access' the software satisfied over a customers throughout the licence period.
period of time.
Engage products are invoiced monthly and collected in the same month by
monthly direct debit.
Provision of Engage software to help financial adviser client recommendations.
Research - Risk Mappings, Fund Reviews and Rating Services Star Ratings - an independent and trusted industry standard for assessing the Revenue from star and risk ratings is recognised straight line over the agreed Revenue from star and risk ratings is billed on an annual basis in advance,
feature quality and comprehensiveness of a financial product or proposition. contractual period of the licence, which is typically one year. and customers pay according to agreed terms.
The Rating is licenced to product providers over a period of time allowing for
promotion of products with accompanying score.
Risk Ratings - an independent review of funds to enable advisers to match
portfolios to client's risk profiles, which is provided via a licenced Risk
Rating over an agreed period of time.
Marketing services revenues Provision of advertising, marketing services and event sponsorship to product Revenue is recognised in line with the service provided to the customer, at a Invoices are typically raised on a monthly basis with a smaller number being
providers. point in time. raised quarterly. Customers pay according to agreed terms.
Contract assets
A contract asset is initially recognised for revenue earned from services for
which the receipt of consideration is conditional on successful completion of
the service and performance obligation. Upon completion of the service, the
amount recognised as accrued income is reclassified to trade receivables.
Contract liabilities
A contract liability is recognised if a payment is received or a payment is
due (whichever is earlier) from a customer before the Group transfers the
related goods or services. Contract liabilities are recognised as deferred
income until the Group delivers the performance obligations under the contract
(i.e. transfers control of the related goods or services to the customer) at
which point revenue is recognised in line with the delivery of the performance
obligation.
5 Critical accounting estimates and judgements
The Group makes certain estimates and judgements regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and judgements. The estimates and
judgements that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities are discussed below.
Acquisitions
Throughout the year one acquisition was completed, introducing additional
complexity, judgement and disclosure requirements.
The acquisition made during the period involved the purchase of 70% of the
acquiree's shares in exchange for cash consideration and was subject to a put
and call option over the remaining 30% of the shares. The contingent payments
on exercise of the option (recognised as a financial liability) have been fair
valued at acquisition and revalued at the balance sheet date based on the
probability of success of each milestone. Due to the complexities and
uncertainties in the arrangements, management judgement has been used in
arriving at the fair values. The fair value of the financial liability
represents the estimated most likely pay-out based on management's forecast of
future trading and performance discounted at the Group's incremental borrowing
rate. In addition, the application of IFRS 3 requires us to identify and
recognise the assets acquired and liabilities assumed at their fair value.
Judgement and estimation have been applied in identifying and measuring the
fair value of separately acquired intangible assets using appropriate
valuation methods.
Goodwill
The Group is required to test, on an annual basis, whether goodwill has
suffered any impairment. The recoverable amount is determined based on value
in use calculations. The use of this method requires the estimation of future
cash flows and the choice of a discount rate in order to calculate the present
value of the cash flows. The major source of estimation uncertainty relates to
the estimation of future cash flows value in use calculations across each CGU.
More information, including carrying values of each CGU, is included in note
12.
6 Segmental information
IFRS 8 Operating Segments requires operating segments to be identified on the
basis of the internal financial information regularly reviewed by the Chief
Operating Decision Maker (CODM). The Group's CODM has been identified as the
Fintel plc Board of Directors, on the basis that it is primarily responsible
for resource allocation and assessing the performance of the operating
segments. In 2024 the Group reported three operating segments; distribution
channels, intermediary services and fintech and research, based on the
information reported to the CODM at that time.
During the period ended 31 December 2025, the Group undertook a strategic
reorganisation following the investment in 12 businesses over the last three
financial years. This reorganisation aligned complementary capabilities and
introduced a revised segmental and managerial structure effective 2 June 2025.
This restructure has driven both operational changes impacting the composition
of CGUs, and changes to internal reporting structures to reflect this
reorganisation. As a result of the changes to the internal reporting to the
CODM, the Group now has two operating segments from 2 June 2025, which are
considered to be reportable segments under IFRS. The two reportable segments
are:
• Software & Data; and
• Services
The reportable segments are derived on a product type basis. The Services
division provides compliance and business support to FCA-regulated financial
intermediaries including financial advisers, mortgage advisers and wealth
managers, through a comprehensive membership model. It also provides
distribution solutions to hundreds of financial product providers who support
our financial intermediaries with compelling customer propositions.
The Software and Data division provides market-leading intermediary software,
financial product and market data and trusted research and ratings to
thousands of financial intermediaries, and hundreds of product providers and
price comparison websites. Key propositions include Defaqto ratings, Defaqto
Engage, VouchedFor and Matrix360.
The Group is now reporting its financial results under this new structure for
the first time in its 31 December 2025 financial results, providing enhanced
transparency and alignment with our long-term Group strategic objectives.
Comparatives have been restated under the revised structure in accordance with
IFRS 8.29.
The impact of the restructure on the composition of CGUs and the
identification of operating segments has also resulted in the need to
reallocate goodwill, applying requirements of IAS 36.87. The reallocation of
goodwill and reorganisation impairment testing is discussed separately in note
18.
In addition to the change in reportable segments arising from the
reorganisation, the change in internal reporting has resulted in a change to
the profit measure being presented for segmental reporting. Under the
previous reporting structure, the group reported gross profit in its segmental
analysis. Under the new structure the segment profit measure is EBITDA.
The tables below present the segmental information.
Software & Data Services Admin and support costs Group
Division Division
Year ended 31 December 2025 £m £m £m £m
Revenue 37.1 48.8 - 85.9
Direct operating costs (21.8) (34.0) - (55.8)
Segment EBITDA 15.3 14.8 - 30.1
Administrative and support costs - - (4.2) (4.2)
Adjusted EBITDA 15.3 14.8 (4.2) 25.9
Operating costs (non-underlying) (5.4)
Amortisation of other intangible assets (3.9)
Amortisation of development costs and software (2.3)
Depreciation (0.4)
Depreciation of leased assets (0.6)
Share option charge (0.8)
Operating profit 12.5
Net finance costs (2.5)
Share of profit/(loss) of associate (0.2)
Profit before tax 9.8
Software & Data Services Admin and support costs Group
Division Division
Year ended 31 December 2024 £m £m £m £m
Revenue 33.8 44.5 - 78.3
Direct operating costs (20.4) (31.0) - (51.4)
Segment EBITDA 13.4 13.5 - 26.9
Administrative and support costs - - (4.7) (4.7)
Adjusted EBITDA 13.4 13.5 (4.7) 22.2
Operating costs (non-underlying) (5.9)
Impairment on disposal of asset (0.1)
Gain on disposal of equity investment 0.2
Amortisation of other intangible assets (3.2)
Amortisation of development costs and software (1.5)
Depreciation (0.4)
Depreciation of leased assets (0.5)
Share option charge (1.1)
Operating profit 9.7
Net finance costs (2.0)
Profit before tax 7.7
When assessing the trading performance of individual operating segments,
central costs have been presented separately. The presentation of adjusted
EBITDA by segment provides an overview of the trading performance for each
operating segment.
Segmental information includes revenue and costs from the date the Group
obtains control of an acquiree. Software & Data includes revenue and
costs from an acquisition made during the year of £3.4m and £2.3m, with
EBITDA contributions of £1.1m, and the Services division includes revenue and
costs from threesixty in FY25 of £7.0m and £5.6m, with EBITDA contributions
of £1.4m.
The statement of financial position is not analysed between the reporting
segments by management and the CODM considers the Group statement of financial
position as a whole.
No customer has generated more than 10% of total revenue during the year
covered by the financial information.
7 Operating profit
Operating profit for the year has been arrived at after charging:
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Depreciation of tangible assets - owned 0.4 0.4
Depreciation of leased assets 0.6 0.5
Research expenditure 0.7 0.6
Underlying adjustments
Underlying adjustments include amortisation of other intangible assets and
operating and finance costs of a non-recurring nature.
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Non-underlying costs - operating
M&A costs 2.9 4.0
Transformation costs - 0.5
Restructuring costs 2.4 0.8
Award related costs - 0.6
Impairment on disposal of operations - 0.1
Gain on sale of equity investment - (0.2)
Other underlying adjustments
Amortisation of other intangible assets 3.9 3.2
Underlying adjustments - before tax 9.3 9.0
The operating charge to the income statement in respect of non-underlying
items of £9.3m (2024: £9.0m) includes the following:
• Amortisation of other intangibles £3.9m (2024: £3.2m) -
intangibles acquired on acquisition
• M&A transaction costs £2.9m (2024: £4.0m) - professional
advisory fees on M&A and fair value adjustments relating to contingent
consideration
• Restructure costs £2.4m (2024: £0.8m) - consultancy fees and
restructuring costs associated with the segmental reorganisation delivered in
the year
• Debt restructure £0.1m (2024: £nil) - legal and professional
fees for the RCF refinance
• Share settlement costs £nil (2024: £0.6m)
• Transformation costs of £nil (2024: £0.5m)
• Gain on sale of equity investment £nil (2024: gain £0.2m)
• Impairment of disposal of subsidiary £nil (2024: £0.1m)
No other operating costs have been treated as non-underlying in the period.
The above adjustments have been excluded as they are not considered part of
underlying trading performance.
8 Reconciliation of GAAP to non-GAAP measures
The Group uses a number of "non-GAAP" figures as comparable key performance
measures, as they exclude the impact of items that are non-cash items and also
items that are not considered part of ongoing underlying trade. Amortisation
of other intangible assets has been excluded on the basis that it is a
non-cash amount relating to acquisitions. The Group's "non-GAAP" measures are
not defined performance measures in IFRS. The Group's definition of the
reporting measures may not be comparable with similarly titled performance
measures in other entities.
Adjusted EBITDA is calculated as follows:
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Operating profit 12.5 9.7
Add back:
Depreciation (note 11) 0.4 0.4
Depreciation of leased assets (note 11) 0.6 0.5
Amortisation of other intangible assets (note 12) 3.9 3.2
Amortisation of development costs and software (note 12) 2.3 1.5
EBITDA 19.7 15.3
Add back:
Gain on sale of equity investment - (0.2)
Impairment on disposal of operations (note 7) - 0.1
Share option charge 0.8 1.1
Operating costs (non-underlying) (note 7) 5.4 5.9
Adjusted EBITDA 25.9 22.2
Operating costs of an exceptional nature have been excluded as they are not
considered part of the underlying trade. Share option charges have been
excluded from adjusted EBITDA as a non-cash item.
Adjusted operating profit is calculated as follows:
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Operating profit 12.5 9.7
Add back:
Impairment on disposal of operations (note 7) - 0.1
Gain on sale of equity investment - (0.2)
Operating costs (non-underlying) (note 7) 5.4 5.9
Amortisation of other intangible assets (note 12) 3.9 3.2
Adjusted operating profit 21.8 18.7
Adjusted profit before tax is calculated as follows:
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Profit before tax 9.8 7.7
Add back:
Impairment on disposal of operations (note 7) - 0.1
Gain on sale of equity investment - (0.2)
Operating costs (non-underlying) (note 7) 5.4 5.9
Net finance cost (non-underlying) 0.1 0.3
Amortisation of other intangible assets (note 12) 3.9 3.2
Adjusted profit before tax 19.3 17.0
Adjusted profit after tax is calculated as follows:
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Profit after tax 6.6 6.3
Add back:
Impairment on disposal of operations (note 7) - 0.1
Gain on sale of equity investment - (0.2)
Net finance costs (non-underlying) 0.1 0.3
Operating costs (non-underlying) (note 7), net of tax 4.8 5.2
Amortisation of other intangible assets (note 12), net of deferred 2.9 2.4
tax
Profit attributable to non-controlling interests (0.3) (0.4)
Adjusted profit after tax 14.2 13.7
Free cash flow conversion is calculated as follows:
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Adjusted operating profit 21.8 18.7
Adjusted for:
Depreciation of tangible assets 0.4 0.4
Depreciation of leased assets 0.6 0.5
Amortisation of development costs and software 2.3 1.5
Share option charge 0.8 1.1
Settlement of non-recurring acquired liabilities - 0.7
Net changes in working capital 0.8 (2.6)
Purchase of property, plant and equipment (0.3) (0.3)
Development expenditure (4.2) (5.4)
Underlying cash flow from operations 22.2 14.6
Underlying operating cash flow conversion 102% 78%
Net interest paid (3.1) (1.3)
Income tax paid (2.8) (3.5)
Payments of lease liability (0.6) (0.6)
Free cash flow 15.7 9.2
Adjusted EBITDA 25.9 22.2
Free cash flow conversion 61% 41%
9 Finance income and expense
Finance income
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Bank interest 0.5 0.3
Interest unwind on contingent consideration receivable - 0.1
0.5 0.4
Interest unwind of contingent consideration receivable is classified as
non-underlying
Finance expense
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Interest payable on financial liabilities at amortised cost 2.8 1.9
Finance charge on lease liability 0.1 0.1
Interest unwind on contingent consideration payable 0.1 0.4
3.0 2.4
Interest unwind of contingent consideration payable is classified as
non-underlying
10 Earnings per share
Year ended Year ended
31 December 31 December
Basic earnings per share 2025 2024
Profit attributable to equity shareholders of the parent (£m) 6.3 5.9
Weighted average number of shares in issue 104,193,285 104,017,114
Basic profit per share (pence) 6.1 5.7
Year ended Year ended
31 December 31 December
Diluted earnings per share 2025 2024
Profit attributable to equity shareholders of the parent (£m) 6.3 5.9
Weighted average number of shares in issue 104,193,285 104,017,114
Diluted weighted average number of shares and options for the year 14,177 168,318
104,207,462 104,185,432
Diluted profit per share (pence) 6.1 5.7
Weighted average number of shares in issue has been adjusted for potentially
dilutive share options arising from the share scheme detailed in note 17. An
adjusted EPS has been calculated below based on the adjusted profit after tax,
which removes items not considered to be part of underlying trading.
Year ended Year ended
31 December 31 December
Adjusted basic earnings per share 2025 2024
Adjusted profit after tax (note 8) (£m) 14.2 13.7
Weighted average number of shares in issue 104,193,285 104,017,114
Adjusted earnings per share (pence) 13.7 13.2
11 Property, plant and equipment
Leased assets Owned assets
Plant and Office
Property equipment Total equipment Total
Group £m £m £m £m £m
Cost
At 1 January 2024 3.2 1.1 4.3 2.6 6.9
Acquisitions 0.1 - 0.1 0.1 0.2
Additions 0.4 - 0.4 0.3 0.7
Disposals - - - - -
At 31 December 2024 3.7 1.1 4.8 3.0 7.8
Acquisitions 0.1 - 0.1 - 0.1
Additions 0.2 0.1 0.3 0.3 0.6
Disposals (0.1) (0.1) (0.2) (1.0) (1.2)
At 31 December 2025 3.9 1.1 5.0 2.3 7.3
Depreciation and impairment
At 1 January 2024 1.3 0.8 2.1 1.4 3.5
Depreciation charge for the year 0.4 0.1 0.5 0.4 0.9
Disposals - - - - -
At 31 December 2024 1.7 0.9 2.6 1.8 4.4
Depreciation charge for the year 0.5 0.1 0.6 0.4 1.0
Disposals (0.1) (0.1) (0.2) (1.0) (1.2)
At 31 December 2025 2.1 0.9 3.0 1.2 4.2
Net book value
At 31 December 2025 1.8 0.2 2.0 1.1 3.1
At 31 December 2024 2.0 0.2 2.2 1.2 3.4
Acquired lease property includes RSMR Limited's office.
Plant and equipment includes IT equipment and motor vehicles.
12 Intangible assets
Goodwill Brand Intellectual property Customer relationships Total other intangible assets Development expenditure Total
Group £m £m £m £m £m £m £m
Cost
At 1 January 2024 89.1 4.1 27.4 1.3 32.8 10.0 131.9
Additions - - - - - 5.4 5.4
Acquisitions 13.5 1.5 1.9 3.1 6.5 - 20.0
Revaluation 0.1 - - - - - 0.1
At 31 December 2024 102.7 5.6 29.3 4.4 39.3 15.4 157.4
Additions - - - - - 4.2 4.2
Acquisitions 5.6 0.3 - 3.3 3.6 - 9.2
At 31 December 2025 108.3 5.9 29.3 7.7 42.9 19.6 170.8
Amortisation and impairment
At 1 January 2024 0.2 1.4 8.4 0.1 9.9 3.6 13.7
Charge in the year - 0.5 2.4 0.3 3.2 1.5 4.7
At 31 December 2024 0.2 1.9 10.8 0.4 13.1 5.1 18.4
Charge in the year - 0.6 2.4 0.9 3.9 2.3 6.2
At 31 December 2025 0.2 2.5 13.2 1.3 17.0 7.4 24.6
Net book value
At 31 December 2025 108.1 3.4 16.1 6.4 25.9 12.2 146.2
At 31 December 2024 102.5 3.7 18.5 4.0 26.2 10.3 139.0
Capitalised development expenditure relates to development of software
platforms in the Software and Data division.
The £0.1m revaluation of goodwill in 2024 related to MICAP and VouchedFor
pre-acquisition amendments. The acquisition value of £5.6m (2024: £13.5m) is
the goodwill associated with the acquisition of RSMR. More details can be
found in note 21.
The carrying amount of goodwill is allocated across operating segments as
follows:
Year ended Year ended
31 December 31 December
2025 2024
Services division 41.5 41.5
Software and data division 66.6 61.0
108.1 102.5
The Group tests its goodwill for impairment at the level of CGU groupings
which correspond to its operating segments. Consistent with the requirements
of IAS 36, these groupings are the lowest level at which the Group monitors
goodwill and are not larger than an operating segment.
The recoverable amounts for the CGU groupings are predominantly based on value
in use, which is calculated on the cash flows expected to be generated using
the latest projected data available over a five-year period, plus a terminal
value estimate.
The key assumptions in the value in use calculation are the pre-tax discount
rate (range of 15.9% to 17.2%; 2024: range of 15.7% to 16.7%), annual adjusted
EBITDA growth rate (range of 2.5% to 8.1%; 2024: range of 2.4% to 8.1%) and
terminal growth rate 2.0%; (2024: 2.0%). The discount rate is based on the
individual CGU's pre-tax cost of capital. The projected EBITDA growth rate is
built upon the Board-approved budget and plan, taking into account historical
trends. The terminal growth rate is based on the expected growth rate into
perpetuity and the expected long-term growth rate of the UK economy.
The Directors have reviewed the recoverable amounts of the CGU groupings and
conclude that the carrying value remains substantiated. Any set of reasonably
possible assumptions would not result in the carrying value exceeding the
recoverable amount.
13 Fixed asset investments
Year ended Year ended
31 December 31 December
2025 2024
At 1 January 2025 2.7 2.7
Additions - 1.7
Reclassification to investment in associate (1.0) -
Disposals - (0.2)
At 31 December 2025 1.7 2.7
Group investments are those in which Fintel does not hold significant
influence and are classified and measured in accordance with IFRS 9 'Financial
Instruments'. The Group classifies equity investments as financial assets at
fair value through profit or loss ("FVTPL").
Financial asset investments at 31 December 2024
At 31 December 2024, the Group's financial asset investments comprised a 5.8%
holding in Mortgage Brain Holding Limited (£1.5m), a 20% holding in
Wealthwise Media Limited ("Wealthwise") (£0.2m) and a 25% holding in Plannr
Technologies Limited ('Plannr') (£1.0m). Management notes that the holdings
in Wealthwise and Plannr exceeded 20%. Please see below for discussion of the
group's judgement regarding significant influence.
Changes in 2025
In July 2025 the Group acquired an additional 24% equity investment in Plannr
Technologies Limited, increasing its total shareholding from 25% to 49%. The
consideration for the additional stake was £2.7m, settled in cash, and
executed under the terms of a previously agreed call option arrangement.
This increase in ownership of Plannr has given Fintel significant influence
and as such has been recognised as an investment in associate in the Group's
consolidated financial statements (see note 14 for further information).
The Directors consider the carrying value of investments to be supported by
future cash flows of the businesses.
Judgements with regards to the assessment of significant influence
The Group holds an investment in Wealthwise representing 20% of its equity
interest. Under IAS 28 'Investments in Associates and Joint Ventures', there
is a rebuttable presumption that an entity holding 20% or more of the voting
rights in another entity has significant influence. The Group has determined
that it does not have significant influence over Wealthwise due to the
following factors:
· The Group does not have representation on Wealthwise's board of
directors.
· The Group does not have participation in policy-making decisions,
including decisions on dividends and other distributions.
· The Group does not have substantive voting rights that would
allow it to influence the financial and operating policies of Wealthwise.
· There are no contractual agreements or other arrangements that
provide the Group with the ability to exert significant influence over
Wealthwise's operations or strategic direction.
Based on these factors, the Group has concluded that its investment in
Wealthwise does not meet the criteria of an associate under IAS 28 and has
therefore been accounted for as a financial asset in accordance with IFRS 9
'Financial Instruments'.
14 Investment in associate
In July 2025, the Group acquired an additional 24% equity investment in Plannr
Technologies Limited, increasing its total shareholding from 25% to 49%. The
consideration for the additional stake was £2.7m, settled in cash, and
executed under the terms of a previously agreed call option arrangement.
Plannr have developed a business management solution tool which is used by
independent financial advisers which extends the Group's market position as a
provider of technology for the financial services sector.
The Group holds a 49% equity interest in Plannr and is classified as an
associate and accounted for using the equity method. Although the Group's
shareholding is significant, it does not have control or joint control over
the investee, as it has no board representation, no contractual rights to
participate in key operating or financial decision‑making, and no ability to
direct relevant activities. The interest therefore confers significant
influence only. In line with IFRS disclosure requirements, the Group has
provided information to enable users to understand the nature, extent and
financial effects of its involvement, including the carrying amount of the
investment and the Group's share of the associate's profit or loss.
31 December 31 December
2025 2024
£m £m
At 1 January - -
Reclassification from equity investment 1.0 -
Additions 2.7 -
Share of results before tax (0.1) -
Share of tax - -
Amortisation on other intangible assets (0.1) -
At 31 December 3.5 -
The associate requires the Group's consent to distribute its profits. The
Group does not foresee giving such consent at the reporting date.
The associate has no contingent liabilities as at 31 December 2025.
15 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group's and
Company's interest-bearing loans and borrowings.
Year ended Year ended
31 December 31 December
2025 2024
Current
Secured bank loan - -
Lease liability 0.6 0.5
0.6 0.5
Non-current
Secured bank loan 46.8 30.0
Lease liability 1.2 1.4
48.0 31.4
Changes in liabilities from financing activities:
Loans and Lease
borrowings liability
£m £m
Balance at 1 January 2024 10.7 1.9
Cash flows (1.6) (0.6)
New leases - 0.4
Loan drawdown 19.0 -
Other non-cash changes 1.9 0.2
Balance at 31 December 2024 30.0 1.9
Cash flows (3.3) (0.6)
New leases - 0.3
Loan drawdown 17.5 -
Other non-cash changes 2.6 0.2
Balance at 31 December 2025 46.8 1.8
Loans and borrowings
Cash flows on loans and borrowings include £17.5m revolving credit facility
("RCF") drawdown (2024: £19.0m revolving credit facility ("RCF") drawdown)
and interest payments made of £3.3m (2024: £1.6m).
Other non-cash changes on bank loans include interest charges of £2.5m (2024:
£1.7m), plus a prepaid arrangement fee and agency fee of £0.1m (2024:
£0.2m).
Revolving credit facility ("RCF")
In 2025, the Group refinanced its revolving credit facility, increasing it
from £80m to £120m and adding a fourth bank to the lending syndicate. The
updated facility offers improved terms, a longer maturity of four years with a
one-year extension option, a 20-basis-point margin reduction, and unchanged
covenants. This enhanced facility provides greater financial flexibility to
support growth and acquisitions while maintaining a prudent financial
approach.
At 31 December 2025, £47.5m of the total RCF balance was drawn. The Group
incurred debt issue costs of £0.6m which have been capitalised and are being
amortised to the income statement over the term of the facility.
Interest is payable on the RCF at SONIA plus an interest margin ranging from
1.5% to 2.4% which is dependent on the Group's leverage (net debt as multiple
of adjusted EBITDA) and reduces as the Group's leverage reduces. The
interest margin as at 31 December 2025 was 1.5% (2024: 1.7%). Adjusted
EBITDA for the year was £25.9m (2024: £22.2m) and is defined as underlying
operating profit before depreciation, amortisation and share-based payment
charges.
At 31 December 2025 the Group had available headroom of £72.5m of undrawn
committed facilities in respect of which all covenant conditions had been met.
The Group is subject to two financial covenants, which are continuously
monitored and reported on quarterly. At 31 December 2025, there was
significant headroom and facility interest cover and net debt to EBITDA
covenants were comfortably achieved:
Covenant Position as at
Covenant Requirement 31 December 2025
Interest cover >4.0:1 7.62:1
Leverage <3.0:1 1.2:1
Lease liabilities
Cash flows from lease liabilities include £0.6m of lease payments (2024:
£0.6m). Other non-cash changes on lease liabilities include interest charges
of £0.1m (2024: £0.1m) and also acquired leases of £0.1m.
16 Capital and reserves
Share capital
Ordinary
Shares
Number of fully paid shares (nominal value £0.01):
At 1 January 2024 103,848,685
Issue of share capital 344,600
At 31 December 2024 104,193,285
Issue of share capital -
At 31 December 2025 104,193,285
In 2025, the Company issued no new Ordinary Shares to the open share option
schemes detailed in note 16 (2024: 344,600 new Ordinary shares).
Share
premium
£m
At 1 January 2024 67.0
Issue of share capital 0.4
At 31 December 2024 67.4
Issue of share capital -
At 31 December 2025 67.4
17 Share-based payment arrangements
At 31 December 2025, the Group had the following share-based payment
arrangements.
Issued in 2021
Value Builder Plan (Tranche 1)
On 1 May 2021, the Group established the Value Builder Plan (the "VB Plan")
which creates a Value Pot consisting of a fixed allocation of 100 notional
units. The units are to be settled at the discretion of the Remuneration
Committee ("RemCo") in either Fintel Ordinary Shares or cash, subject to a
growth in market capitalisation and a floor of earnings per share ("EPS")
growth.
Number Contractual
Grant date of awards Vesting conditions life of options
1 May 2021 100 3 years' service from grant date, subject to achieving a percentage growth in 3 to 10 years
EPS of RPI over the performance period plus 3%
The scheme was settled in May 2024 and has now closed.
The Group cash settled the Value Builder scheme in May 2024, resulting in a
total cash outflow of £5.1m. This comprised a cash settlement payment of
£4.6m, which was accounted for as a reduction to equity, and an associated
Employers' National Insurance Contribution (NIC) charge of £0.6m, which was
recognised as a non-underlying cost in the income statement.
The settlement has had a material impact on the Group's financial statements,
affecting cash flows, equity, and the income statement. The £4.6m reduction
to equity represents a realised loss, while the £0.6m NIC charge has been
reflected in non-underlying costs in the profit and loss statement.
Save As You Earn ("SAYE") scheme
On 1 July 2021, the Group established the 2021 Save As You Earn ("SAYE")
scheme and invited all Group employees to enter into a three-year savings
contract linked to an option which entitles them to acquire Ordinary Shares in
the Company.
293,362 options were issued under the scheme, with an exercise price of
£1.76. The fair value of the shares at date of grant (1 July 2021) was
£0.84.
During 2025, no (2024: 9,405) shares have been forfeited as a result of bad
leavers. The scheme has now fully vested.
The fair value of services received in return for share options granted is
based on the fair value of the share options granted. The fair value has been
measured using the Monte Carlo model for the VB Plan, and the Black Scholes
model for the SAYE scheme. The following inputs were used in the measurement
of the fair values at grant date of the share-based payment plans:
Save As You Value Builder
Earn scheme Plan
Fair value at grant date £0.84 £37,000
Share price at grant date £2.33 £2.17
Exercise price £1.76 £nil
Expected volatility 45% 45%
Option life (expected weighted average life) 3 2.42
Expected dividends 2% 2%
Risk-free interest rate (based on government bonds) 0.18% 0.46%
There were no schemes issued in 2022.
Issued in 2023
Growth Share Plan
On 18 August 2023, the Group implemented a new long-term incentive plan, the
Growth Share Plan. The Plan creates a distributable Value Pot, the size of
which is determined as being a proportion of total shareholder value of the
Company.
The size of the Value Pot to be received by the beneficiaries will be
dependent on the average market capitalisation in the first quarter following
the end of each five-year vesting period, subject to an individual
participant's continued employment over the vesting period (or their having
become a "Good Leaver").
The Value Pot for each award under the Plan will be granted at the
discretion of the Remuneration Committee ("RemCo"), with each participant
acquiring a fixed number of partly paid B Shares, C Shares and/or D Shares in
an intermediary holding company, Fintel Group Holdings Limited. Subject to
continued service, the Growth Shares on vestiture will be transferable into
Fintel shares to the extent the relevant Value Pot has been earned.
The RemCo will have full discretion to amend the terms of the Plan to take
account of, for example, corporate activities such as acquisitions to ensure
the market capitalisation hurdles remain appropriate.
On 16 August 2023, the 2023 Awards were allocated under the Plan. The
Measurement Period for the 2023 Awards will be the first quarter following the
end of the five-year vesting period to 31 December 2027, being the period from
1 January 2028 to 31 March 2028.
The Value Pot under the 2023 Awards is comprised as follows:
Tier Market capitalisation at end of performance period Proportion of Shareholder Value tranche distributed in Value Pot Total number of Growth Shares in Growth Share class
Tier 1 Between £275m and £300m 8% 163 B Shares
Tier 2 Between £300m and £400m 15% 419 C Shares
Tier 3 Between £400m and £425m 20% 418 D Shares
Value will only accrue to the beneficiaries within each tier to the extent
that average market capitalisation in the Measurement Period is above the
minimum market capitalisation for that tier. The return thresholds will
exclude dividends paid to shareholders.
The scheme has been accounted for as an equity-settled scheme in line with the
Group's expectation of final settlement. The Group has a past practice of
settling similar schemes as via equity.
The fair value of services received in return for share options granted is
based on the fair value of the share options granted. The fair value for the
Growth Share Plan has been measured using the Monte Carlo model. The following
inputs were used in the measurement of the fair values at grant date of the
share-based payment plans:
Growth Share Plan
B Shares C Shares D Shares
Fair value at grant date £2,745 £6,190 £1,587
Share price at grant date £2.15 £2.15 £2.15
Exercise price £nil £nil £nil
Expected volatility 42% 42% 42%
Option life (expected weighted average life) 5 5 5
Expected dividends 1.5% 1.5% 1.5%
Risk-free interest rate (based on government bonds) 4.6% 4.6% 4.6%
Reconciliation of outstanding share options
The number and weighted average exercise prices of share options under the
share option programmes were as follows:
Weighted Weighted
average average
Number of exercise price Number of exercise price
options 31 December options 31 December
31 December 2025 31 December 2024
2025 £ 2024 £
Outstanding at 1 January 112,951 1.16 499,309 1.14
Forfeited during the year (61,302) 1.93 (41,758) 1.36
Exercised during the year - 0.00 (344,600) 2.03
Granted during the year - - - -
Outstanding at 31 December 51,649 1.86 112,951 1.16
Exercisable at 31 December 21,448 0.47 85,750 1.55
The options outstanding at 31 December 2025 had an exercise price in the range
of £0.01 to £1.93 (2024: £0.01 to £1.93) and a weighted average
contractual life of 2.3 years (2024: 2.8 years).
The weighted average share price at date of exercise for option shares issued
during the year was £0.49 (FY24: £0.49).
Other share plans
The Group has several other share-based payment arrangements, all of which
have fully vested, and there are only a few outstanding shares in each scheme.
18 Other reserves
Merger Share option
reserve reserve Total
Group £m £m £m
At 1 January 2024 (53.9) 3.9 (50.0)
Share option charge - 1.1 1.1
Release of share option reserve - (3.8) (3.8)
At 31 December 2024 (53.9) 1.2 (52.7)
Share option charge - 0.8 0.8
Release of share option reserve - (0.1) (0.1)
Tax on share options exceeding profit and loss charge - (0.1) (0.1)
At 31 December 2025 (53.9) 1.8 (52.1)
19 Notes to the cash flow statement
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Cash flow from operating activities
Profit after taxation 6.6 6.3
Add back:
Finance income (0.5) (0.4)
Finance cost 3.0 2.4
Taxation 3.2 1.4
12.3 9.7
Adjustments for:
Amortisation of development expenditure and software (note 12) 2.3 1.5
Depreciation of lease asset 0.6 0.4
Depreciation of property, plant and equipment 0.4 0.5
Amortisation of other intangible assets 3.9 3.2
Share option charge 0.8 1.1
Profit on sale of equity investment - (0.2)
Loss on investment in associate 0.1 -
Amortisation of other intangible assets in associate 0.1 -
Revaluation of contingent consideration 1.8 0.9
Deferred and contingent consideration paid (1.8) -
Revaluation of goodwill - 0.1
Interest unwind on contingent consideration (0.1) (0.4)
Cash settlement of Value Builder Plan - (4.6)
Impairment on sale of operations - 0.1
Operating cash flow before movements in working capital 20.4 12.3
(Increase)/decrease in receivables 0.2 (1.4)
Decrease in trade and other payables 0.6 (1.2)
Cash generated from operations 21.2 9.7
Income taxes paid (2.8) (3.5)
Net cash generated from operating activities 18.4 6.2
20 Subsequent events
On 19th January 2026, the Group completed the acquisition of the Pearson Ham
Group's market pricing business, a leading provider of proprietary pricing
data to the UK insurance industry for an initial net cash consideration of
£7.5m and deferred consideration of £3.5m, payable in April 2026 and July
2026.
The acquisition further strengthens Fintel's Software and Data division and
accelerates its strategy to become the key technology and data partner to the
UK retail financial services sector. The valuation of contingent consideration
is ongoing, and further disclosures will be provided once finalised.
As the acquisition was completed after the reporting date and close to the
signing date of these financial statements, the initial accounting is still in
progress. The Group is assessing the fair value of acquired assets,
liabilities, and goodwill, with a full purchase price allocation to be
disclosed in future financial statements.
21 Acquisitions
Acquisitions completed in the year ended 31 December 2025
Rayner Spencer Mills Research Limited
On 16 July 2024, we announced a conditional agreement to acquire 70% of Rayner
Spencer Mills Research Limited ("RSMR"), a UK-based company specialising in
providing independent investment research, ratings, and support to financial
advisers, investment professionals, and financial service firms. Regulatory
approval was granted in late December 2024, and the acquisition was
successfully completed on 7 January 2025, for initial cash consideration of
£6.4m and deferred consideration of £0.4m. The remaining 30% equity held
by management is subject to a call and put option arrangement, enabling
acquisition within 24 months, with the exercise price of those options being
conditional upon performance metrics and valuation terms. The operation of
the put / call option is not subject to employment conditions.
IFRS 3 gives no guidance as to how to account for a combination of call and
put options over NCI in a business combination, and therefore the Group has
developed an accounting policy having considered the requirements of IFRS 9,
IAS 32 and IFRS 10. Under the Group's accounting policy, this business
combination has been accounted for as if the group has obtained a 100% of
RSMR, meaning no non-controlling interest has been recognised in completing
the purchase price allocation and determining the amount of goodwill to
recognise. The present value of the amount payable upon exercise of the
call/put option has been estimated at an amount of £2.5m and is included in
the consideration transferred. This financial liability has been recognised on
the balance sheet as part of the contingent consideration line item within
trade and other payables.
On acquisition, acquired intangibles were recognised relating to customer
related intangibles (£3.3m), and brand name (£0.3m). The residual goodwill
of £5.6m represents the expertise of the acquired workforce and the ability
to leverage this into some of the Group's businesses, together with the
ability to exploit the Group's existing customer base. RSMR contributed
revenue of £3.4m and profit before taxation of £1.1m to the Group from the
date of acquisition.
The fair values of the assets and liabilities at the acquisition date are
summarised below:
Total
During the year ended 31 December 2025 £m
Brands 0.3
Customer relationships 3.3
Intellectual property -
Property, plant and equipment 0.1
Trade and other receivables 0.4
Trade and other payables (0.6)
Net cash 1.4
Corporation tax liability (0.3)
Deferred tax liability (0.9)
Fair value of assets 3.7
Non-controlling interest share of assets -
Fair value of assets acquired 3.7
Goodwill 5.6
Consideration 9.3
Satisfied by fair values of:
Cash consideration 6.4
Contingent consideration
Deferred consideration 2.9
9.3
Less: net cash acquired (1.4)
Transaction costs and expenses 0.1
Total committed spend on acquisitions completed in the period 8.0
The fair value of the financial liability arising from the put/call option has
been measured at the estimated most likely pay-out based on management's
forecast of future trading and performance discounted at the Group's
incremental borrowing rate.
Contractual contingent consideration is not linked to post-acquisition
services, and none of the contingent consideration is contingent upon
re-employment.
The cash outflow in the during the period ended 31 December 2025 in respect of
acquisitions completed in the same period comprised:
RSMR Total
During the year ended 31 December 2025 £m £m
Cash consideration 6.4 6.4
Less: net cash acquired (1.4) (1.4)
Net investing cash outflow in respect of acquisitions completed in the period 5.0
5.0
Transaction costs and expenses paid 0.1 0.1
Total cash outflow in respect of acquisitions completed in the period 5.1
5.1
Acquisitions completed since the year ended 31 December 2025
On 19 January 2026, the Group completed the acquisition of 100% of Pearson
Ham's insurance pricing data business, a leading provider of proprietary
pricing data to the UK insurance industry. The total cash consideration for
the acquisition of £11.0m consists of as initial cash consideration of £7.5m
and deferred consideration of £3.5m, payable in April 2026 and July 2026.
The acquisition further strengthens Fintel's Software and Data division and
accelerates its strategy to become the key technology and data partner to the
UK retail financial services sector.
As the acquisition was completed after the reporting date and close to the
signing date of these financial statements, the initial accounting is still in
progress. The Group is assessing the fair value of acquired assets,
liabilities, and goodwill, with a full purchase price allocation to be
disclosed in future financial statements.
Movement in contingent and deferred consideration liabilities
VouchedFor Newdez Owen James AKG MiCap RSMR Total
2025
£m £m £m £m £m £m £m
Balance at beginning of year 5.3 0.1 0.7 0.5 0.1 - 6.7
Increase for acquisitions completed in the year - - - - - 2.9 2.9
Cash settlements during the year (5.0) (0.1) (0.3) (0.2) - - (5.6)
Interest unwind - - - - - 0.1 0.1
Fair value adjustments 1.7 - 0.1 - - - 1.8
Balance at end of year 2.0 - 0.5 0.3 0.1 3.0 5.9
Within the £2.9m RSMR balance, this is apportioned as £2.5m contingent
consideration and £0.4m of deferred consideration.
As the contingent consideration is based on conditions relating to the future
financial performance, we use an expected returns model, based on probability
weighting of a range of outcomes, to determine the contingent consideration
payable at each reporting date. Fair value adjustments were made based on
management's best estimate of future performance.
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