Driving

growth

AJBell plc Annual Report and Accounts 2025

…by making investing easy

As one of the UK’s leading investment platforms, our goal

is to help our customers take control of their finances.

Wewant them to feel secure, because they are investing

in their future – closing the gap between where they are

today and where they want to be tomorrow.

That’s why everything we do – from offering great-value

propositions, to delivering expert customer support –

isdesigned to make investing easier.

A strategy that is always on!

Ease of use

Trust

Low-cost

Read more on page 14

Driving growth…

Strategic report

01 Our purpose

02 Performance highlights

04 Investment case

06 Chair’s statement

08 Market overview

11 Business model

12 Chief Executive Officer’s review

14 Strategy

18 Key performance indicators

20 Chief Financial Officer’s review

25 Stakeholder engagement

28 Section 172 statement

30 Responsible business

50 Climate-related

financialdisclosures

57 Non-financial and sustainability

information statement

58 Risk management

61 Principal risks and uncertainties

68 Viability statement

Governance

70 Chair’s introduction

71 Governance at a glance

72 Board of Directors

74 Corporate Governance report

82 Nomination Committee report

85 Audit Committee report

91 Risk & Compliance

Committeereport

94 Directors’ Remuneration report

113 Directors’ report

117 Statement of Directors’

responsibilities

Financial statements

119 Independent auditors’ report

tothe members of AJBell plc

125 Consolidated income statement

126 Consolidated statement

offinancial position

127 Consolidated statement

ofchanges in equity

128 Consolidated statement

ofcashflows

129 Notes to the consolidated

financial statements

153 Company statement

offinancialposition

154 Company statement

ofchangesin equity

155 Notes to the Company

financialstatements

Other information

160 Consolidated unaudited

five-yearsummary

161 Alternative performance

measures

162 Glossary

163 Definitions

164 Company information

For more information,

visit our corporate website

ajbell.co.uk/group

Our purpose

Our purpose is…

To help

people

invest

We want to make investing

as easy as possible for our

customers, to enable them

to take control of their finances

and realise their financial goals.

Made possible by our guiding principles

Principled

We act withintegrity

Knowledgeable

We know our stuff

Straightforward

We simplify thecomplex

Personal

We put peoplefirst

Ambitious

We set high standards

Creating value for our stakeholders by growing our business responsibly

Our customers

and their advisers

Our people Our shareholders

Other stakeholders

See our responsible business section p30

We make investing easy

There are three strategic drivers that inform what we deliver to customers and advisers and how we do it.

Ease of use

We make it easy for customers to invest

Trust

We earn the trust of our customers

Low-cost

We offer great value to our customers

See our strategy p14

We serve the needs of our customers

We offer a range of products to help our customers and advisers achieve their financial goals.

Advised market D2C market

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Performance highlights

Another year of

organic growth

Revenue

£317.8m

+18%

Profit before tax (PBT)

£1 37.8m

+22%

Dividend per share

14.25p

+14%

Assets under administration (AUA)

£108.2bn

+17%

Net flows

£7.5bn

+23%

Total customers

657,000

+18%

Key highlights

• Increased customer numbers: total customers

increasedby 100,000 in the year.

• Continued growth: total AUA surpassed £100 billion

forthe first time, representing a major milestone for

thebusiness.

• Record financial performance: our diversified revenue

model delivered revenue growth of 18%, with higher

revenue margins and an increase in profit before tax

of22%.

• Substantial shareholder returns: we have returned

atotalof £96.9 million to shareholders via our

progressive dividend and share buyback programmes.

• Delivered excellent customer service: a 4.9-star

Trustpilotrating, an increase from 4.8 in FY24.

• Strong culture: placed tenth overall in the Super

Largecategory of the Great Place to Work

UK’sBestWorkplaces™ for 2025.

See KPIs on pages 18 and 19

AJBell plc Annual Report and Accounts 2025

Driving growth by making investing easy

Everything from setting up an account to

managing investments is smooth and

straightforward. The platform is easy to use,

customer support is reliable, and the whole

process feels professional and efficient.

I’dhighly recommend AJBell to anyone

looking for a trustworthy and user-friendly

investment platform.”

Alison

AJBell customer

As easy as

Sunday

mornings

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Investment case

A compelling

investmentproposition

We have a proven track record of delivering consistently strong

organic growth. Our efficient business model and strong capital

position allow us to continually invest in our brandand propositions

– anapproach that has already generated substantial returns.

Thereis an exciting marketopportunity ahead which supports

ourambitious growth plans.

Platform customers

’000

FY20 FY21

281

FY25FY24FY23FY22

644

542

477

426

368

Platform AUA

£bn

FY20 FY21

49.7

FY25FY24FY23FY22

103.3

86.5

70.9

64.1

65.3

Capital returns

£m

FY20 FY21

19.7

FY25FY24FY23FY22

96.9

47.4

33.3

50.4

29.1

Ordinary dividend

FY20 FY21

19.7

FY25FY24FY23FY22

96.9

47.4

33.3

50.4

29.1

Special dividend

FY20 FY21

19.7

FY25FY24FY23FY22

96.9

47.4

33.3

50.4

29.1

Buyback

Our business model

See p11

A profitable and scalable platform with

long-term margin expansion opportunities

PBT margin

43.4%

Our customers

See p16

A growing base of loyal,

high-qualitycustomers

Net new platform customers in FY25

102,000

Cash generation

See p20

A highly cash-generative and capital-

light model which supports a progressive

annual ordinary dividend

Successive years ofdividend growth

21 years

Quality of earnings

See p20

Largely recurring revenue, from a

diversified mix of revenue streams

Diversified mix of revenue types

£317.8m

Our people

See p37

An entrepreneurial management

teamand a highly engaged workforce

Staff with shares inAJBell

81%

Our market

See p8

A growing market within theUK

retailsavings and investmentindustry

Total addressable market

£3.7tn

Our propositions

See p15

An award-winning platform operating in

both advised and D2C market segments,

with in-house investment solutions

AJBell plc Annual Report and Accounts 2025

By embracing new technologies and GenAI

across our platform, we’ve enhanced our

service delivery while increasing our straight-

through processing capabilities. From

automated back-office processes to smarter

service interactions, we’re elevating efficiency,

strengthening reliability, and driving

productivity so our customers experience

theseamless service they expect, every time.”

Mo Tagari

Chief Technology Officer

Our investment case in action

We administer over £100 billion of our customers’

investments, settling millions of trades and hundreds

ofthousands of pension payments in the year –

atestament to the robustness of our hybrid technology

model. Continuous investment in our platform delivers

propositional developments and ensures a reliable

service, allowing our customers to invest when they

choose. Increasingly, we leverage generative AI (GenAI)

to streamline back-office processes, enabling us to

operate at scale and maintain the highstandards our

customers expect.

Financial statementsGovernance

Other information

Strategic report

Annual Report and Accounts 2025 AJBell plc

Chair’s statement

Dear shareholder

I am delighted to begin this statement by

reflecting on another excellent set of results

forthe business, with impressive growth in both

our total customer numbers and AUA. Over the

past 12 months, total customer numbers have

increased by 100,000 to 657,000 and we

delivered £7.5 billion of platform net inflows,

ending the year with total AUA of £108.2 billion.

We have also delivered PBT growth of 22% to

£137.8 million whilst managing our underlying

costs and continuing to invest in the business.

This is a testament to the strength of our

management team and our people, who

consistently deliver with purpose and efficiency.

Their continued focus on providing outstanding

service, at a low cost for our customers, is

fundamental to our success. It also demonstrates

the strength of our brand and the potential for

sustained long-term growth, which Michael

outlines in more detail on pages 12 and 13.

Over the past year, the Board has focused

onour long-term strategy and articulating

ourvision for AJBell. Having doubled the size

oftheplatform business in the past five years,

weare now looking ahead and setting ourselves

ambitious targets to scale the platform and

deliver for all of our key stakeholders.

Culture, purpose and

stakeholderengagement

The Board monitors and reviews our culture

through both the culture dashboard and the

broader feedback that we receive from employees.

This year, we were officially certified by Great

Place to Work

for the second year running,

maintaining our score of 83%. I was also

delighted that, following our first year of entry,

AJBell placed tenth overall in the Super Large

category of their UK’s Best Workplaces™.

Alongside that, the business continues to

operate an annual free share scheme and 81%

ofour employees now hold shares in AJBell.

Having our teams invested in the success of

thebusiness in this way is one of the key drivers

behind our strong culture.

During the year, in my role as the nominated

Employee Engagement Director, I engaged with

our Employee Voice Forum (EVF). The EVF is a

great way to gather perspectives across key areas

that really matter to our people. Once again,

Ihave found these to be high-quality discussions

covering a range of topics, including how we

can make our products and services better for

our customers. It has been a real pleasure to join

fellow Non-Executive Directors and our CFO,

Peter Birch, in seeing the levels of collaboration

and enthusiasm during these sessions.

This year we celebrated a significant milestone for

the AJBell Foundation, which has now donated

over £1 million since its launch in 2023, providing

valuable support to our local communities and

beyond. The purpose of the Foundation is to

create long-term impact in communities by

supporting initiatives that improve education,

social mobility, and overall wellbeing.

We have continued to maintain a high level of

engagement with our shareholders this year.

Irecently attended a shareholder dinner with

our Senior Independent Director, Evelyn Bourke.

This was a great opportunity to listen to our

shareholders’ views on the business and how

they feel management is performing. The event

was thoroughly enjoyable with some really

positive feedback, which reaffirmed my

confidence in both our leadership and our

long-term strategic direction.

Capital allocation

During the year, we have returned £44.6 million

of surplus capital to shareholders via our share

buyback programmes. This reflects our

confidence in the long-term prospects of the

business and the strength of our capital position.

In line with our commitment to a progressive

dividend, the Board is pleased to announce a

final ordinary dividend of 9.75 pence per share.

The final ordinary dividend will be paid, subject

to shareholder approval at our AGM on 4

February 2026, to shareholders on the register

at the close of business on 15 January 2026.

Culture that delivers results

These impressive results reflect

thestrength and focus of our

management team and our

people.”

Fiona Clutterbuck

Chair

AJBell plc Annual Report and Accounts 2025

Total ordinary dividend per share

14.25 pence

This brings the total ordinary dividend for

thefinancial year to 14.25 pence per share,

representing an increase of 14% on the

previousyear.

Consideration of our wider stakeholders in

some of our key decisions in the year are

outlined in our Section 172 statement on

pages28 and 29.

Board structure and updates

Following a number of changes in 2024, the

composition of the Board has remained stable

in2025.

The Board benefits from a wide array of skills

and experience which we continually keep

under review. Following last year’s external

Board evaluation, we wanted to further enhance

our effectiveness and optimise our strategic

decision-making capabilities. Diversity of

thought has previously been recognised as one

of the Board’s key strengths. To delve deeper

into this area, we engaged an external facilitator

for part of our Board Strategy Day. This session

resulted in a set of objectives focused on various

aspects, including the advantages of disruptive

thinking.

With respect to the diverse range of experience

represented on the Board, I have been delighted

with the contributions from our newest

Non-Executive Directors, Fiona Fry and Julie

Chakraverty. Since joining us, Fiona has brought

a fresh perspective to her role as Chair of the

Risk & Compliance Committee, and we have

benefitted from her many years of risk advisory

experience, as she has aided in further

embedding our risk management framework

within the business. Julie has also brought

valuable insight that has enriched our

discussions around our technology strategy,

particularly user experience and cybercrime.

Evelyn Bourke, Senior Independent Director,

willbe stepping down from the Board as a

Non-Executive Director of the Company with

effect from 4 February 2026 and will therefore

not be seeking re-election at the Company’s

forthcoming AGM. On behalf of the Board,

Iwould like to express my enormous gratitude

to Evelyn for her invaluable contribution since

joining the Board in July 2021. I personally wish

to thank her for the support she has provided

asSenior Independent Director and for her

wisdom and humour. I wish her the very best

forthe future.

Fiona Fry, Chair of the Risk & Compliance

Committee, has kindly agreed to take on the

role of Senior Independent Director and I look

forward to working with her as she takes on this

additional role.

Succession planning remains a priority, and we

will consider Non-Executive Director succession

during 2026, alongside our existing focus on

Executive Committee succession.

Looking ahead

AJBell continues to be a highly cash-generative

business, supported by a consistent track record

of delivering growth. The recent sale of our

Platinum SIPP and SSAS business, which

completed after the year end in November,

hasstreamlined our business model, allowing

usto focus on further enhancing our dual-

channel platform.

As we embark upon our ambitious growth plans,

the Board’s role in sustaining our strong and

unique culture will be crucial. This includes

balancing the focus on efficiency and scalability,

without compromising on our core purpose of

helping people to invest.

Although we have seen strong performance in

the markets this year, there remains volatility and

uncertainty in the macroeconomic environment.

However, there are clearly significant opportunities

within the platform market. With our strategic

direction and continued excellence in providing

a low-cost and easy-to-use platform, the Board

is confident that the business is well positioned

totake advantage of these opportunities.

On behalf of the Board, I would like to thank

ourmanagement team and all of our people

fortheir hard work and dedication during what

has been another highly successful year.

Fiona Clutterbuck

Chair

3 December 2025

Chair’s statement

Also see other relevant sections

See Section 172 statement p28

See Our Compliance with the Code p70

See Board changes p72

See Board activities p76

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

6.1%

8.2%

2021202020192018 2025202420232022

1.0

0.4

0.6

0.8

0.3

0.5

0.9

0.4

0.5

0.4

1.0

0.6

0.5

0.7

1.2

0.8

0.3

0.5

0.7

0.3

0.4

0.2

0.4

0.6

AJBell has increased its market share

10%

CAGR

Market overview

A significant growth opportunity

A fast-growing platform market

The investment platform market continues to grow, by attracting

assets held off-platform in legacy products as investors seek the

flexibility and control thatplatforms offer. Since 2018, the platform

market has doubled in size, growing from £0.6 trillion to £1.2 trillion

at a compound annual growth rate (CAGR) of 10%. During that time,

AJBell hasincreased its share of the growing market from 6.1% to

8.2%.

There remains a significant market growth opportunity,

with£2.5trillion of the £3.7 trillion addressable market still held

off-platform. Ourdual-channel model, operating at scale in both

theadvised and D2C segments of the market, enables usto capture

assets across the whole addressable market.

UK platform market

£tn

Advised AUA D2C AUA

~£3.7tn

total addressable market

A significant

off-platform opportunity

~£2.5tn

AJBell

platform AUA

£103.3bn

A fast-growing

platform market

~£1.2tn

10% CAGR

AJBell plc Annual Report and Accounts 2025

Market overview

The market opportunity

The UK investment platform market forms part of the broader

UKsavings and investment industry. Across the industry, trillions

of pounds of assets are held byindividuals in products such as

pensions, ISAs, general investment accounts, bondsand cash

savings, with a significant proportion held off-platform in legacy

products offered by banks, building societies, investment

managers, pension schemes, stockbrokers and life insurance

companies.

Investment platforms are increasingly attracting assets previously

held in these legacy products, driven by the improved customer

outcomes they can deliver, such as the ability to manage

investments easily in one place, increased flexibility and

investment choice, and often lower charges. As a result,

thereisan established trend of non-platform assets gradually

moving into the platform market that is expected to continue.

The total addressable market for platforms is currently estimated

to be worth £3.7trillion. With one-third of this currently held on

platforms, there is a significant long-term growth opportunity for

investment platforms.

The advised and D2C market segments have both increased at

similar rates, underpinned by long-term structural growth drivers

and individuals taking greater control of their financial future.

AJBell is one of only a few platforms operating at scale in both

the advised and D2C market segments.

Our dual-channel business model ensures that we are positioned

to capture assets from the whole addressable market, irrespective

of whether they are self-managed or supported by a financial

adviser. This maximises our opportunity to increase our share of

assets flowing into the platform market, driving further market

share gains over the long term.

Long-term structural growth drivers

The long-term drivers that are shaping our industry and driving newgrowthopportunities.

Society and demographics

UK state pension age is

due to reach 67 by 2028

The UK’s ageing population and increased life

expectancy have led to an increase in state

retirement age, causing people wishing to retire

earlier to be increasingly reliant on private

pensions and savings. There are now over 33

million members ofprivate-sector DC pensions

in the UK. This is driving people to be more

actively engaged with their savings and

investments from an earlier age.

Increased private

pensionparticipation

The workplace pension participation rate in

the UKhas increased from 47% to82% since

2012

There is an increasing requirement for individuals

to take greater personal responsibility for their

retirement provision, evidenced by the UK

Government’s policies in relation to pension

freedoms, auto-enrolment andtax-efficient

savings and investments.

Shift to digital investment platforms

An estimated ~£7 trillion of UK wealth will pass

betweengenerationsover thenext 30 years

Technological innovation has made the

investment platform market more accessible

toa broader range of retail investors

whoareincreasingly looking for simple, intuitive

products to helpthem achieve their long-term

financial goals. Asignificant proportion of UK

household wealth is held by older generations

– thetransfer of this wealth to younger

generations will increase the need for financial

advice and guidance, and support the continued

structural shift to digitalinvestment platforms.

Boosting the UK investment culture

Only ~3% of UK individuals’ assets are invested

in stocks, bonds and funds, compared to ~30%

in the USA

Traditional asset classes such as cash and

property – long favoured by UK investors –

havebecome increasingly tax inefficient,

prompting a reassessment of portfolio

strategies. The UK Government has signalled a

clear ambition to broaden participation inretail

investing, recognising its potential to support

long-term wealth creation and economic

resilience. Targeted Support rules have the

potential to drive this, with the rules expected

tobe in effect from April 2026.

Financial statementsGovernance

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Strategic report

Annual Report and Accounts 2025 AJBell plc

Market overview

Key themes in the platform market

We respond to market trends that have thepotential to impact our business, ensuringwe

remain well-positioned to continue capturing growth opportunities

Advice gap

Many individuals who would benefit from financial

advice are unable to afford it, and rising regulatory

requirements make delivering advice more

expensive. To address this, there is a need to improve

adviser efficiency, so they can serve customers more

cost-effectively. D2C platforms also have an

opportunity to better support retail investors through

the FCA’s Targeted Support proposals.

Pensions and ISA legislative change

From April 2027, IHT will be introduced on unspent

pension assets at death, and the annual Cash ISA limit

will be cut to £12,000 for people under 65, whilst the

Stocks & Shares ISAs will remain at £20,000.

Speculation around pension tax changes drove an

increase in both contributions and tax-free cash

withdrawals in the months leading up to the Budget.

Competitive landscape

The platform market remains attractive, drawing

substantial capital that is reshaping the competitive

landscape. New entrants, particularly in the D2C

market, have introduced innovative propositions.

Theadvised market is also seeing growing adviser

consolidation. This has led to varied approaches

across pricing, service models, functionality,

customer experience and brand activity.

How we are responding

The proposed Targeted Support framework creates an

opportunity for platforms to offer tailored investment

suggestions to retail investors with similar characteristics.

Thishas the potential to increase retail investment

participation in the UK, bridging the gap between general

guidance and holistic financial advice. Pending final regulatory

rules, we plan to implement Targeted Support initially

within certain customer journeys on our AJBell platform.

We are driving adviser efficiency through deeper

integration with the adviser ecosystem, including

partnerships that streamline bulk migrations, and provide

portfolio analysis links and free financial planning tools.

Welaunched AJBell Touch, our simplified advised

proposition, in June 2025 andare enhancing cash

management and investment automation on our full-

service advised platform.

How we are responding

Pensions remain the UK’s primary tax-advantaged

retirement savings vehicle, though inheritance tax changes

may influence estate planning for wealthier customers.

Financial advisers will be crucial in helping individuals to

adapt their portfolios, and to support this we are launching

a new onshore bond link via our advised platform towards

the end of the year. The change to the Cash ISA limit will

not have a material impact on the business, but represents

a missed opportunity to more meaningfully encourage

retail investing in the UK.

We continue to engage with Government and regulators,

advocating for policies that support long-term retail

investors. We have consistently made representations to

the Treasury calling for a public commitment to stability in

the pension tax system throughout this Parliament,

focusing on tax-free cash and tax relief.

How we are responding

We continually monitor the competitive landscape to ensure

our propositions remain at the forefront of the market.

Our scalable business model drives operational gearing,

allowing us to reinvest the benefits of scale into our

propositions, pricing and brand. We offer a trusted,

easy-to-use platform with broad functionality, award-

winning service and competitive pricing – driving strong

growth in customers and AUA over many years.

From a position of financial strength, we are investing

inourlong-term growth ambitions. Our combination of

full-service and simplified propositions, across advised and

D2C markets, gives us a strong competitive position relative

to incumbents and new entrants. This will help us to deliver

further growth in FY26 and beyond.

Link to strategy:Link to strategy:Link to strategy:

AJBell plc Annual Report and Accounts 2025

Business model

How we do it

What we do

Resources and inputs

Brand and reputation

With over 30 years of experience,

wehave built a trusted brand through

our high-quality service and platform

propositions. We raise brand awareness

through a combination of sponsorship,

PR, social media and referrals.

A well-invested technology

infrastructure

We operate a hybrid technology model

whereby our platform user interfaces

are developed in-house, whilst our

coreback-office systems are outsourced

to industry expert software providers.

This model provides a number of

benefits, including the ability to build

adaptable, easy-to-use interfaces,

andreduces the cost of regulatory

compliance.

People and culture

Our success is built on delivering

ahigh-quality service through the

skillsand passion of our people.

Financial strength

We are a materially debt-free business

which holds sufficient funds to more

than meet our regulatory capital

requirements and support ongoing

investment in the business.

A range of in-house funds and MPS solutions which support

our offerings inboth the advised and D2C market segments

A range of in-house funds and MPS solutions which support

our offerings inboth the advised and D2C market segments

Our capital allocation priorities

As we grow and scale efficiently, we

will continue to invest in strategic

initiatives todeliver long-term growth.

We aim to pay shareholders a progressive

ordinary dividend and will consider both

theappropriateness of, and mechanism

for, returning surplus capital to

shareholders on anannual basis.

Driven by our revenue model

Our revenue model includes a mix of

fixed fees, ad valorem and transactional

charges which provide a balance

ofinflation protection and resilience

inthe face of economic and capital

market fluctuations. A signiﬁcant

portion of our revenues are recurring,

in the form of charges levied onan

annual or other periodic basis.

Delivering value for

Our customers and their advisers

An easy-to-use investment platform that

they can trust. It provides helpful content

and knowledgeable customer support

that enables them tomanage their

investments at a low cost, whether directly

or with the helpof a financial adviser.

Platform customer retention rate

94.1%

Our people

A positive and inclusive workplace

witha strong, purpose-led culture.

Acompany that is committed to

investing in the development of its

staffto help them fulfil their potential.

Acompetitive pay and benefits

packagethat fairly rewards staff.

Staff promotions

c.200

Our shareholders

Sustained organic growth driven

byoursuccessful business model.

Strongfinancialperformancewhich

funds further investment in the business,

whilst growing shareholder returns.

Total shareholder returns

£96.9m

Our strategy

There are three strategic drivers that

inform whatwe deliver to customers

and advisers and howwedoit.

Ease of use

Trust

Low-cost

Investment solutions

Underpinned by factors that

determine our long-term growth

Market overview

See p8

Stakeholders

See p25

Responsible business

See p30

Risk management

See p58

Governance

See p70

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Chief Executive Officer’s review

Sustained growth in

anexpandingmarket

Our dual-channel platform delivered a

recordincrease in customer numbers in the

yearand platform AUA surpassed £100 billion,

asignificant milestone for the business. These

achievements are underpinned by our market-

leading customer service, trusted brand and

low-cost, easy-to-use propositions.

Over the past five years, we have successfully

doubled the size of our platform business,

continually investing in our brand, digital

marketing capability and product change

delivery to drive that growth.

With two-thirds of the estimated £3.7 trillion

addressable market still held off-platform, our

dual-channel model, serving both the advised

and D2C markets, together with our strong

capital position, enables us to capitalise on this

significant growth opportunity. We will continue

to invest in our business to position us to increase

our share of the growing platform market.

Excellent results

Platform customers increased by a record

102,000in the year, representing growth of 19%

tofinish the year at 644,000 (FY24:542,000).

Platform AUA has risen by 19% to £103.3billion

(FY24: £86.5 billion) and we delivered platform

net inflows of£7.5 billion, a 23% increase on the

prior year (FY24: £6.1 billion).

Our performance in the D2C market has been

aparticular highlight, with record growth in new

customers reflecting the success of multi-year

investment to increase brand awareness and

digital marketing capabilities. Our advised

proposition delivered robust growth, with

record gross inflows offset by heightened

outflows. There were two principal causes

ofthese outflows: elevated pension lump

sumwithdrawals caused by the uncertainty

surrounding the 2024 and 2025 UK budgets,

andincreased transfers out following adviser

consolidation activity. Global equity markets

recovered strongly from the market volatility

experienced in spring, with favourable market

movements contributing £9.3 billion

(FY24:£9.5billion) to total platform AUA.

AJBell Investments’ AUM increased by 31%

to£8.9 billion (FY24: £6.8 billion). Our award-

winning range of simple, low-cost investment

solutions continues to grow, with strong inflows

from both advised and D2C customers.

Our diversified revenue model delivered

revenuegrowth of 18% to £317.8 million

(FY24:£269.4 million), with an increase across

our custody fee, interest income and dealing

commission revenue streams.

Profit before tax increased by 22% to

£137.8million (FY24: £113.3 million), driven by

operational gearing and higher revenue margins

in the period, notwithstanding this being the

first full year following implementation of our

price reductions package in April 2024.

Shareholder returns and capital

We have a track record of achieving consistently

strong growth whilst returning capital to

shareholders. In FY25, we have returned

£96.9million to shareholders via two share

buyback programmes, which together totalled

£44.6million, and dividends of £52.3million.

Afurther £7.9 million of shares were

repurchased after the year end. This year,

ourrecord financial results and strong capital

position enable us to recommend an increase

toour ordinary dividend for the twenty-first

successive year. Given our significant surplus

capital, weare also initiating a new share

buyback programme of up to £50 million,

whichwill runthroughout the entirety of FY26.

Investing for growth

Our highly scalable business model enables

usto drive operational gearing and continually

reinvest into the growth of the business.

Each year, we leverage our scale, enabling us

tomanage our costs effectively and ensuring we

can sustain our highly competitive pricing levels

over the long term. Despite widespread

inflationary pressures, we were able to introduce

a package of price reductions and increased

interest rates paid on customer cash balances in

2024, which taken together deliver annualised

savings to customers of over £20 million.

Investing for long-term growth

This has been another excellent

year forthe business, surpassing

£100 billion in platform AUA

andattracting over 100,000

newcustomers to our platform.

We’recontinuing to invest in

ourbrand and propositions

todrivegrowth in a market

withsignificant opportunity.”

Michael Summersgill

Chief Executive Officer

AJBell plc Annual Report and Accounts 2025

This year we extended the length and reach

ofour multi-channel ‘Feel good investing’

advertising campaign, which complemented our

title sponsorship of the Great Run Series, resulting

in brand awareness and D2C new business

reaching record levels. We are also constantly

evolving our digital marketing capabilities in line

with market and customer trends. This is enabling

us to effectively and efficiently reach our target

market, providing a solid foundation for further

growth in customer numbers and gross flows.

We have also accelerated the pace of our change

delivery to drive continuous improvement in our

propositions, with a focus on ease of use. This

includes increasing automation in the adviser

journey, allowing advisers to serve their clients

more efficiently, and launching a new D2C

website that offers improved navigation and

enhanced content delivery. Since the launch

ofthe new website, engagement has improved

significantly, with the average session duration

increasing by 58% and returning visitors up 16%.

Development is underway to launch a new

AJBell app in FY26 as we aim to deliver a more

tailored investing experience for our customers.

Given the success of our investment in these

growth drivers, we are planning significant

additional spend on our brand, marketing

capabilities and propositions to drive further

organic growth in FY26.

Our people are integral to our continued growth,

and I am pleased to report that our high level of

staff engagement has enabled us to achieve

Great Place to Work

certification, placing us

among the top 10 in the Super Large category

of their UK’s Best Workplaces™ for 2025.

Ourongoing investment in pay and benefits,

including a free share scheme that now sees

81% of employees holding company shares,

supports a strong, purpose-led culture. This is

reflected through our exceptional customer

service which has seen us achieve a market-

leading 4.9-star Trustpilot rating for the first

time. Even during periods of peak demand in

response to market volatility, our teams’

commitment to serve our customers shone

through, with 96% of calls in the year answered

within just 20 seconds.

In November 2025 we completed the sale of our

Platinum SIPP and SSAS business (part of our

non-platform business) to InvestAcc Group Limited

for a total consideration of up to £25 million.

Thedisposal simplifies our business model and

enables us to focus on growing our dual-

channel platform business. Proceeds from the

sale will be flowed through the Group’s capital

allocation framework.

Campaigning for better

customeroutcomes

Although encouraged by the Government’s

stated aim to encourage retail investing and the

progress made on the development of Targeted

Support, there is little else in the policy pipeline

that will help to achieve that goal.

Having pledged to simplify ISAs ahead of the

general election, the reforms outlined at the UK

Budget will add significant complexity to the ISA

landscape. Capping the Cash ISA allowance at

£12,000 from April 2027 creates a hard border

between short-term cash saving and long-term

investing, when all the behavioural evidence

suggests removing that friction is the key to

boosting retail investing. The decision to exempt

those aged 65 and over from this restriction will

layer on yet more complexity, as will the ban on

transfers from Stocks & Shares ISAs to Cash ISAs.

The Government says the aim of these reforms

is to encourage more people to invest for the

long-term, but plans for HMRC to levy a charge

on cash held within Stocks & Shares ISAs

suggest raising extra tax revenue is actually part

of the motivation. Exactly how this will work, or

what anew ‘test’ on cash-like investments will

involve remain entirely unclear, leaving investors

dealing with unhelpful uncertainty on top of

unnecessary complexity. In spite of this, we are

confident we can continue to provide an

easy-to-use service that helps customers to

navigate this additional complexity successfully.

Confirmation via briefings to the press that

pensions tax-free cash would not be touched

helped reduce uncertainty somewhat, but failed

to deal with the underlying issue. Without a

long-term commitment to not changing the

tax-free cash entitlement or the deferral of

income tax on pension contributions, rumours

will inevitably surface ahead of every UK Budget.

Committing to a ‘Pension Tax Lock’ would be a

nil-cost way to put this speculation to bed.

The unwelcome theme of unnecessary

complexity and poorly constructed policy has

also been demonstrated in this Government’s

decision to bring unspent pensions into

inheritance tax (IHT) from April 2027. This will

inevitably lead to significant administrative pain

for bereaved families and delays in paying

money to beneficiaries. As with ISA reform,

theGovernment has chosen complexity

whensimpler alternatives were available.

Despite what is clearly a challenging policy

environment, we will continue to push for

simplicity where change is warranted, stability

where it is not and make sure our platform helps

advisers and customers to navigate the complexity.

Outlook

Our dual-channel business model has

demonstrated resilience in a range of market

conditions, with our diversified revenue

streamsconsistently delivering strong financial

performance. The long-term drivers shaping

ourindustry reinforce the growing need for

individuals to take control of their finances,

andour range of award-winning services mean

we are well placed to meet this societal need.

Our strong capital position allows us to

accelerate our strategy by investing further

inour distribution capabilities and product

propositions. We are focused on enhancing

ourkey capabilities across the organisation

anddriving efficiencies in our operating model,

to maintain both the speed and scale of our

platform growth. We have an exciting market

opportunity in front of us and a clear strategy

todrive organic growth.

Finally, I would like to extend a thank you to

thewhole team at AJBell. Their ongoing

commitment is fundamental to our success,

andI look forward to working with them as

wedeliver on our long-term growth ambition.

Michael Summersgill

Chief Executive Officer

3 December 2025

Chief Executive Officer’s review

Our strategy to

helppeopleinvest

Our strategy remains focused on building

a brand people can trust, providing low-

cost solutions and continually enhancing

our propositions with a focus on ease

ofuse.

Ease of use

Trust

Low-cost

Read more on pages 14 to 17

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Strategy

Our strategy

for growth

Ease of use

We make it easy for customers to invest

Low-cost

We offer great value to our customers

Trust

We earn the trust of our customers

AJBell plc Annual Report and Accounts 2025

Strategy

Ease of use

We make it easy for customers to invest

through our full-service and simplified

propositions, supplemented by our in-house

investment solutions. Our range of ready-

made solutions provides our customers

witha straightforward investment journey,

supported by intuitive tools to make

investingeasier.

2025 progress

We continue to enhance our adviser propositions with the

focusof making it easier for advisers to serve their clients’

needs. Our partnership with Woven Advice streamlines

platform switching and bulk client migrations, whilst our

enhanced suite of planning tools — including portfolio

comparisons, performance analysis, cashflow modelling,

andbranded reports — supports advisers in delivering a

moreefficient, personalised service at no extra cost.

In July, we launched our new D2C website, marking a

significant milestone as part of our enhancements to

ourdigital propositions. The new website represents a

comprehensive redesign with a new navigation system and

design that is intuitive, inclusive and aligned with customer

needs. We also introduced a powerful on-site search

delivering richer results and supporting continuous

optimisation as customer needs evolve.

Focus for 2026

We continually develop our product offering to enable

customers and advisers to leverage the broad range of

investments available on our platform to adapt to changing

dynamics. In response to IHT and pension tax changes, we are

introducing the ability to hold third-party onshore bonds on

AJBell Investcentre, helping to meet evolving adviser needs.

Work is also underway to bring greater automation to the

investment and divestment processes for advisers, delivering

enhancements to improve cash management and drawdown

capabilities.

We are further enhancing AJBell Touch, adding more advice

tools and client-led journeys tomaximise efficiencies in advice

journeys.

Following the launch of our new D2C website we are also

redesigning the secure website experience, and development

isunderway to launch a new AJBell app in FY26 with an

enhanced user interface focused on delivering an easy-to-use

experience. Alongside this, we plan to introduce Targeted

Support within certain customer journeys on our AJBell

platform, pending final regulatory rules.

What this means for our customers

andadvisers

Automated end-to-end platform processes and simplified

solutions reduce the administrative burden on advisers,

enabling them to service a wider range of client segments

more easily.

Enhanced investment journeys enable D2C customers

toself-serve on the platform.

Strategy in action

Launching AJBell Touch

Launched in June, AJBell Touch is the first fully-

proprietary digital proposition of its kind in the UK

adviser market, providing advised clients with an entirely

mobile app-based customer experience.

It offers a streamlined platform to help financial advisers

implement investment advice for their clients quickly

and securely. Not only does it unlock efficiencies for

advisers, but their clients will also benefit from instant

access to their financial information, fostering stronger

adviser-client relationships.

AJBell Touch will complement AJBell’s existing

propositions in the advised market, offering a simplified

solution for advisers at a low cost. It enables advisers

toservice a wide range of client segments more easily,

in particular those benefitting from inter-generational

wealth transfers, and provides a solution that helps to

address the market’s prominent advice gap.

According to a recent survey

65%

of advisers find value in a digital solution to serve

clients with simpler needs.

1 Source: The Advice Gap 2025, Lang Cat.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Strategy

Trust

Our award-winning platform propositions

and market-leading customer service levels

have enabled us to build a platform which is

highly trusted by both customers and

financial advisers. This is evidenced by

AJBell being the only platform to be named

as a Which? recommended provider for both

pensions and ISAs. For ISAs this is a title we

have held for seven years running.

2025 progress

Brand awareness is a key component when it comes to a

customer trusting us with their investments.

During the year, we expanded our multi-channel advertising

campaign, extending radio campaigns to run all year-round

and introducing trials of out-of-home advertising. We also

increased our digital marketing activity in the run-up to the

taxyear end and again as part of our autumn marketing push.

These initiatives were complemented by the launch of our

new D2C website, which has delivered a marked increase in

customer engagement and digital interaction. The success

ofour brand and marketing strategy is reflected in our brand

awareness which reached record levels during the period.

We continue to campaign on important issues on behalf

ofretail investors. This year’s campaigns have called out

unnecessary complexity within the ISA landscape, as we

continue to lobby Government for a single ISA product.

Wealso launched a parliamentary petition calling for a

Pension Tax Lock to bring an end to pre-Budget speculation.

Earlier in the year, AJBell research was referred to in Parliament,

highlighting that we are being listened to in key debates on

Government policy. These initiatives not only position AJBell

as a true consumer champion, but they also enhance the

brand’s reputation and foster trust among retail investors

andadvisers throughout the market.

Focus for 2026

We are due to launch a new version of our ‘Feel good investing’

brand campaign in January, featuring new TV, radio and digital

adverts to help further increase our brand awareness in the

run-up to tax year end.

What this means for our customers

andadvisers

Confidence that their investments are secure with a trusted

brand that will deliver on its promise of “Feel good investing”.

A reliable and efficient investment journey that allows

customers and advisers toself-serve.

Peace of mind that there is a market-leading Customer

Services Team ready to help should they require it.

Strategy in action

Delivering market-leading service

atscale

During the period, we have onboarded over 100,000

customers to our platform and successfully executed

approximately 12 million trades. Whilst our easy-to-use

digital solutions enabled customers and advisers to

process over 99% of these trades online or via the app,

there are moments in the investment journey when they

require a human touchpoint.

This is where our market-leading customer service

levels shine through. Our Customer Services Team

handled over 450,000 calls during the year, with 96%

ofcalls answered within 20 seconds. This is particularly

impressive given there were several spikes in customer

activity during the year in response to market volatility.

Maintaining these service levels during higher-than-

average activity demonstrates the scalability of our

operating model. In fact, service throughout these

periods was so strong that our market-leading Trustpilot

rating increased to 4.9-stars, agreat reflection of the

trust our customers place in us.

Customer retention rate

94.1%

(FY24: 94.2%)

AJBell plc Annual Report and Accounts 2025

Strategy

Low-cost

Our philosophy has always been to share the

benefits of operating at increasing scale with

our customers so that we can provide one of

the most competitively priced platforms in

the market. To achieve this, we continually

drive operational gearing across the business.

2025 progress

The introduction of a package of price reductions

andincreased interest rates paid on customer cash balances

in2024 has delivered annualised savings to customers of over

£20 million.

During the year, we continued to enhance our operational

efficiency through strategic investment in new technology,

including theintegration of generative AI (GenAI) across key

processes and the deployment of robotics within back-office

operations. We have streamlined workflows, reduced manual

intervention, and improved accuracy, enabling us to deliver

services more efficiently and at lower cost.

We have also leveraged our scale within the supply chain to

secure significant cost savings. This disciplined approach to

cost management not only strengthens our competitive

position but also ensures that we can continue to pass savings

on to our customers in the future through lower platform

charges.

Focus for 2026

Several projects are underway to drive further operational

efficiencies across the business through the automation of

back-office processes. Our philosophy remains to share the

benefits of operating at scale with our customers so that we

can provide one of the most competitively priced platforms in

the market.

What this means for our customers

andadvisers

Our services are designed to be affordable, enabling

abroad range of customers to begin their investing

journeywith us.

Customers and advisers can invest confidently on

ourplatform with the knowledge that as much of their

investible cash as possible is used to generate returns

ratherthan covering fees.

Market-competitive interest rates ensure they also

earnhigher returns on cash held on our platform.

Strategy in action

Optimising efficiencies

throughscalable solutions

We use GenAI to streamline operational processes

across various teams in the business. This year, we

developed a ‘single customer view’ dashboard for our

Customer Service Team using AI to monitor all customer

interactions and drive efficiencies and better customer

outcomes in call handling. The technology also

generates highly valuable real-time customer sentiment

analysis which is then used in proactive customer

engagement and proposition development. This ensures

we can offer a more responsive and personalised

service at scale.

Cost to serve per £AUA

0.15 bps

(FY24: 0.16 bps)

1 For further detail of the calculation of the cost to serve per £AUA,

seeAlternative Performance Measures on page 161.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Key performance indicators

Measuring

our 2025

performance

We use selected key performance

indicators (KPIs) to monitor progress

against our strategy.

We invest in our propositions with a focus

on our three strategic drivers: ease of use,

trust and low-cost. By focusing on

continually providing an excellent standard

of straightforward investment solutions,

customer service and competitively priced

platform propositions, our core drivers

enable us to attract and retain customers,

increase AUA, and enhance customer

loyalty, allof which will drive strong

long-term financial returns.

These are the primary KPIs which we use

to measure strategic progress. Our KPIs

are reviewed annually in relation to the

strategic objectives of the Company

through our purpose, strategy and

planning (PS&P) process.

Included directly as Remuneration metric

Included indirectly in Remuneration metrics

Financial KPI

Non-financial KPI

1 These KPIs are alternative performance measures (APMs). APMs are not defined

byInternational Financial Reporting Standards (IFRS) and should be considered

together with the Group’s IFRS measurements of performance. We believe APMs

assist in providing greater insight into the underlying performance of the Group

andenhance comparability of information between reporting periods. For further

detail of the definition and calculation of our KPIs, see Alternative Performance

Measures on page 161.

Ease of use

Trust

Low-cost

Number of retail customers

‘000

2021

383,000

2025202420232022

657,000

557,000

491,000

441,000

+18.0%

Movement

2024to2025

Why it is important

The number of retail customers is the number that have

atleast one funded account with an AJBell product at

30September 2025.

The number of retail customers can be used as

ameasurement to determine the success of our

propositions, customer service and marketing.

Customer retention rate

2021

95.0

2025202420232022

94.1

94.2

95.2

95.5

-0.1 ppts

Movement

2024 to 2025

Why it is important

The customer retention rate is the average number

offunded platform customers during the financial

yearthatremain funded at 30 September 2025.

Customer retention is a measurement of customer

satisfaction.

Net flows

£bn

2021

7.0

2025202420232022

7.5

6.1

4.2

5.8

+23%

Movement

2024to2025

Why it is important

Net flows represent platform AUA transfers in, subscriptions,

contributions and tax relief less platform AUA transfers out,

cash withdrawals, benefits and tax payments, including

non-platform migrations.

Net flows is a measurement of business growth, representing

changes in AUA from new and existing customers.

AUA

£bn

2021

72.8

2025202420232022

108.2

92.2

76.1

69.2

+17.4%

Movement

2024to2025

Why it is important

AUA is the value of assets for which AJBell provides

eitheran administrative, custodial or transactional service.

AUA is a measurement of the growth of the business

andisthe primary driver of ad valorem revenue, which

isthe largest component of Group revenue.

AJBell plc Annual Report and Accounts 2025

Key performance indicators

Revenue

£m

2021

145.8

2025202420232022

317.8

269.4

218.2

163.8

+18.0%

Movement

2024to2025

Why it is important

Our revenue is the total income generated by the Group’s

activities, comprising recurring ad valorem, recurring fixed

and transactional revenue.

Revenue provides a measurement of the financial growth

of the Group.

Diluted EPS

pence

2021

10.67

2025202420232022

25.56

20.34

16.53

11.35

+25.7%

Movement

2024to2025

Why it is important

Diluted EPS represents proﬁt attributable to ordinary equity

holders divided by the weighted average number of ordinary

shares outstanding during the period (adjusted for dilution).

EPS provides a measurement of profit per share

todetermine the value created for shareholders.

Engagement score

2024

83 83

2025

Why it is important

2025 marks our second year using

theGreat Place to Work

Survey.

Thesurvey provides employers

withhonest, in-depth feedback

fromemployees covering a range of

matters such as leadership, wellbeing,

pay and more.

The index survey score reflects an

overall score across all focus areas,

with an index score of over 65%

required to receive certification.

0 ppts

Movement

2024to2025

Revenue per £AUA

bps

2021

22.2

2025202420232022

32.3

31.6

29.8

22.6

+0.7 bps

Movement

2024to2025

Why it is important

Revenue per £AUA (revenue margin) is the total revenue

generated during the year expressed as a percentage of the

average AUA inthe year.

Revenue per £AUA provides a simple measurement to

facilitate comparison of our charges with our competitors.

PBT

£m

2021

55.1

2025202420232022

137.8

113.3

87.7

58.4

+21.6%

Movement

2024to2025

Why it is important

PBT is the profit generated by the Group before

Corporation Tax is paid.

PBT is a measurement of the financial performance of the

Group. Profits can be used to strengthen the capital base,

invested within the business or returned to investors.

PBT margin

2021

37.8

2025202420232022

43.4

42.0

40.2

35.6

+1.4 ppts

Movement

2024to2025

Why it is important

PBT margin is calculated as PBT divided by total revenue.

PBT margin is a measurement of the efficiency of the

Group’s business model in converting revenue into profits.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Chief Financial Officer’s review

Overview

We are pleased to report another year of

excellent results, with customer numbers,

AUA,revenue and profit reaching record highs.

Our dual-channel platform once again delivered

strong total platform net inflows of £7.5 billion

(FY24: £6.1 billion) and customer growth of

19%(FY24: 14%). This resulted in total platform

AUA surpassing £100 billion for the first time, a

significant milestone for the business, reflecting

the success of our targeted investments in our

brand and propositions. Our diversified revenue

model performed strongly on all fronts in the

year, enabling us to deliver sustainable growth

inrevenues and profits. Revenue increased by

18% to £317.8 million (FY24: £269.4 million),

withincreasing margins driving PBT up 22%

to£137.8 million (FY24:£113.3 million).

A key component of our strategy is generating

operational gearing through process optimisation

and leveraging new technology. This enables

usto contain underlying cost growth, creating

capacity for increased investment into the

growth drivers of our business. This disciplined

approach is generating the operational efficiencies

we anticipated, and despite external cost pressures

in the year, we successfully reduced underlying

cost growth and our costtoserve per £AUA

reduced to 0.15 bps (FY24:0.16 bps). This has

helped deliver strong financial performance,

enabling us to accelerate investment in

long-term organic growth initiatives such as

digital marketing capabilities and proposition

developments.

In line with the Group’s capital allocation

framework, we remain committed to returning

surplus capital to shareholders. Our highly

cash-generative model and strong capital

position enable us to do this alongside investing

heavily in the business. Over the pastfinancial

year, we have launched two sharebuyback

programmes, returning a total of£44.6million

to our shareholders. In addition, we have paid

£52.3 million in dividends, resulting in total

shareholder distributions of £96.9 million

inFY25. An additional £7.9 million of shares

were repurchased after the year end.

Delivering continuous growth

Our scalable and efficient business

model has delivered another

excellent set of results. Weare

leveraging our financial strength

toinvest in key growth drivers

ofour business and deliver

sustainable growth.”

Peter Birch

Chief Financial Officer

Revenue

£317.8m

+18%

PBT

£137.8m

+22%

Platform net inflows

£7. 5bn

+23%

Shareholder capital returns

£m

FY21 FY25FY24FY23FY22

96.9

47.4

33.3

50.4

29.1

Ordinary dividend

FY20 FY21

19.7

FY25FY24FY23FY22

96.9

47.4

33.3

50.4

29.1

Special dividend

FY20 FY21

19.7

FY25FY24FY23FY22

96.9

47.4

33.3

50.4

29.1

Buyback

1 For further detail of the calculation of the cost to serve per

£AUA, see Alternative Performance Measures on page 161.

AJBell plc Annual Report and Accounts 2025

Chief Financial Officer’s review

Business performance

Customers

Platform customer numbers increased by a record 102,000 during the year to a total of 644,000

(FY24: 542,000). Advised customers increased by 6%, whilst D2C customers rose significantly,

upby25%, asour investment in brand recognition continued to deliver results.

Our platform customer retention rate remained high at 94.1% (FY24: 94.2%).

Year ended

30September

2025

‘000

Year ended

30September

2024

‘000

Advised platform 182 171

D2C platform 462 371

Total platform 644 542

Non-platform 13 15

Total 657 557

Assets under administration

Year ended 30 September 2025

Advised

platform

£bn

D2C

platform

£bn

Total

platform

£bn

Non-

platform

£bn

Total

£bn

As at 1 October 2024 56.1 30.4 86.5 5.7 92.2

Underlying inflows

7.0 8.8 15.8 0.2 16.0

Underlying outflows (5.3) (3.4) (8.7) (1.1) (9.8)

Underlying net inflows / (outflows)

1.7 5.4 7.1 (0.9) 6.2

Migration inflow / (outflows) – 0.4 0.4 (0.4) –

Total net inflows / (outflows) 1.7 5.8 7.5 (1.3) 6.2

Market and other movements 4.6 4.7 9.3 0.5 9.8

As at 30 September 2025 62.4 40.9 103.3 4.9 108.2

1 Transfers in, subscriptions, contributions and tax relief less transfers out, cash withdrawals, benefits and tax payments,

excluding the impact of intra-platform migrations.

Year ended 30 September 2024

Advised

platform

£bn

D2C

platform

£bn

Total

platform

£bn

Non-

platform

£bn

Total

£bn

As at 1 October 2023 48.2 22.7 70.9 5.2 76.1

Inflows 6.5 6.6 13.1 0.3 13.4

Outflows (4.3) (2.7) ( 7.0 ) (0.3) ( 7. 3 )

Net inflows 2.2 3.9 6.1 – 6.1

Market and other movements 5.7 3.8 9.5 0.5 10.0

As at 30 September 2024 56.1 30.4 86.5 5.7 92.2

We achieved total platform net inflows of £7.5 billion (FY24: £6.1 billion), up 23% versus the prior year,

reflecting the continued strength of our customer proposition across both the advised and D2C markets.

Advised platform net inflows were £1.7 billion (FY24: £2.2 billion). We delivered record gross inflows

of £7.0 billion in the period (FY24: £6.5 billion), reflecting the success of the continued investment in

our propositions. Outflows in the year increased to £5.3 billion (FY24: £4.3 billion), primarily driven

by elevated levels of client withdrawals in response to speculation over pension lump sum tax

changes ahead of the 2024 and 2025 UK budgets and, to a lesser extent, the impact of adviser

consolidation.

Total D2C platform net inflows were £5.8 billion (FY24: £3.9 billion). Gross inflows increased to

arecord high of £8.8 billion (FY24: £6.6 billion), reflecting the success of our multi-year brand

investment as brand awareness reached an all-time high. Our inflows also benefitted from the

migration of 2,000 customers from the non-platform book as part of our planned exit from a

third-party SIPP administration arrangement. These customers moved to AJBell’s full platform

service, leading to £0.4billion of AUA transferring tothe platform. Outflows of £3.4billion

(FY24:£2.7 billion) remained stable relative to the growth ofthe book.

We continue to implement our strategy to simplify the business model and focus on the core

platform market. This led to net outflows of £1.3 billion (FY24: £nil) from our non-platform

operations during the year, reflecting the withdrawal from a third-party SIPP administration

arrangement. The sale of the Platinum business, which completed in November 2025, has resulted

inoutflows of £3.3 billion in FY26 as we continue to focus on AJBell’s core platform business.

Weexpect further outflows during FY26 once we exit our remaining third-party SIPP arrangement.

Favourable market movements contributed £9.8 billion (FY24: £10.0 billion) as global equity values

recovered strongly from market volatility experienced earlier in 2025. Overall, this resulted in

platform AUA surpassing £100 billion for the first time, with closing AUA totalling £108.2 billion

(FY24: £92.2 billion).

Assets under management

Year ended

30September

2025

£bn

Year ended

30September

2024

£bn

Advised 4.4 3.5

D2C 2.6 1.9

Non-platform

1.9 1.4

Total 8.9 6.8

1 Non-platform AUM relates to AJBell funds and MPS’ held on third-party platforms.

Continued growth of our in-house investment solutions reflects the strength of our propositions

across both channels. We recorded net inflows of £1.3 billion, supported by strong investment

performance that generated favourable market movements of £0.8 billion, resulting in total AUM

closing at £8.9billion (FY24: £6.8 billion).

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Financial performance

Revenue

Year ended

30September

2025

£000

Year ended

30September

2024

£000

Recurring fixed 32,496 32,078

Recurring ad valorem 232,384 202,040

Transactional 52,967 35,317

Total 317,847 269,435

Revenue increased by 18% to £317.8 million (FY24: £269.4 million).

Recurring fixed fees increased by 1% to £32.5 million (FY24: £32.1 million), reflecting higher pension

administration revenue from our advised platform customers.

Recurring ad valorem revenue grew by 15% to £232.4 million (FY24: £202.0 million), driven by

increased custody fee income and net interest income. Custody fees increased as a result of higher

average AUA on the platform. The increase in net interest income reflects higher total average

customer cash balances on the platform in the period. We continue to use our scale to enable us

topay market-competitive rates to customers on their cash balances, whilst keeping other direct

charges low. Further information on the impact to revenue of changes to the UK base interest rate

has been disclosed in note 25 to the consolidated financial statements.

Transactional fees rose by 50% to £53.0 million (FY24: £35.3 million), driven by higher dealing

activity, reflecting a return to long-term average levels. Foreign exchange (FX) revenue was

particularly strong in the period due to increased levels of dealing in overseas shares, primarily US

shares around the time of the US election, and in the aftermath of the US tariff announcements.

Our consolidated revenue margin

increased to 32.3bps (FY24: 31.6bps) as a result of the increase

incustomer dealing activity noted above, moderated by the full-year impact of pricing reductions

introduced in the prior year.

In FY26, we expect our revenue margins to moderate slightly, taking into account the elevated levels

of FX dealing activity experienced in the year. As part of the wind down of our non-platform business,

revenues of £12.7 million recognised in FY25 will not recur in FY26.

Administrative expenses

Year ended

30September

2025

£000

Year ended

30 September

2024

(re-presented)

£000

Distribution 36,631 29,801

Technology 55,141 47,107

Operational and support – underlying 92,977 79,010

Operational and support – exceptional 1,141 6,239

Total 185,890 162,157

1 The comparative information has been re-presented to reflect the reclassification of irrecoverable VAT and share-based

payment expenses to accurately reflect the cost categorisation, resulting in £2.8 million of technology costs being reallocated

to distribution costs (£0.2 million) and operational and support costs (£2.6 million).

Total administrative expenses, excluding exceptional operating and support costs, increased by

18%to £184.7 million (FY24: £155.9 million). Of this total increase in the year, 9% relates to business

investment, as we looked to drive growth by reinvesting in our people, technology and brand.

Performance-related variable costs accounted for 3%, driven by increased activity on our platform

and strong financial performance, whilst the remaining 6% consists of underlying cost growth.

Staffcosts across all categories rose by 20%, up £15.9 million, as we increased capacity to support

ourgrowth and continued to reward our staff through enhancements to the overall pay and

benefitspackage.

Distribution costs increased by 23% to £36.6 million (FY24: £29.8 million). Of this increase, 21% was

driven by business investment into the delivery of our multi-channel advertising campaign, alongside

additional spend in our digital marketing capabilities, which has resulted in record customer growth

and inflows to the D2C platform. We also invested in the redesign of our D2C website and installation

of a new content management system. We have already seen an increase in customer engagement

on the website and higher customer conversion rates. The remaining 2% of distribution cost

increase is attributable to underlying cost growth which reflects inflationary pressures.

Technology costs increased by 17% to £55.1 million (FY24: £47.1 million). Of this increase, 15% was

driven by investment in change delivery to enable accelerated platform enhancements, including

the launch of AJBell Touch in the year, as well as implementing further automation in our advised

propositions. Although these initiatives have elevated short-term costs, they form part of our strategy

to ensure we are scalable in the long term. The remaining 2% of technology cost increases relate to

underlying cost growth as we continued to strengthen our operational resiliency and cyber

defences to safeguard the integrity of our systems and customer data. This was offset by efficiency

savings delivered in this area during the year.

Chief Financial Officer’s review

2 For further detail on the calculation of the consolidated revenue margin, see Alternative Performance Measures on page 161.

AJBell plc Annual Report and Accounts 2025

Underlying operational and support costs increased by 18% to £93.0 million (FY24: £79.0 million).

Performance-related variable costs account for 7% of the increase, reflecting higher transaction

costs and performance-related staff pay; a direct consequence of the increased customer dealing

activity and strong financial performance of the business respectively. Of the increase, 10% relates

to underlying cost growth, driven by headcount growth and salary inflation, as well as additional

external cost pressures from rising regulatory levies and National Insurance contributions.

Theremaining increase of 1% relates to business investment, as we commenced the refurbishment

of our head office in Manchester to increase capacity and facilitate our future growth.

Exceptional operational and support costs represent one-off, non-recurring expenditure in the year.

The £1.1 million of exceptional operational and support costs incurred in FY25 predominantly relate

to transactional costs associated with the disposal of the Platinum SIPP and SSAS business. Costs

incurred in the prior year relate to a provision recognised in respect of potential customer redress

resulting from historical SIPP and operator due-diligence issues, and does not relate to ongoing

business operations (FY24: £6.2 million). Further information has been disclosed in note 22 to the

consolidated financial statements.

Our capital allocation framework prioritises targeted organic investment. In FY26 we are making

significant additional investments in our brand, marketing capabilities and propositions to drive

organic growth. We will continue to focus on efficiency and cost management to drive operational

gearing to effectively manage underlying cost growth.

Profitability and earnings

Investment income of £6.8 million (FY24: £6.9 million) reflects a reduction in interest rates during

the year, offset by higher average corporate cash balances in the year.

PBT increased by 22% to £137.8 million (FY24: £113.3 million) whilst PBT margin increased to 43.4%

(FY24: 42.0%). The improvement in PBT margin demonstrates the benefits of our scalable business

model, with higher revenue margins alongside efficiency gains slightly tempered by the accelerated

investment made in strategic initiatives.

The standard rate of UK corporation tax remained at 25.0% throughout the year. Our effective rate

of tax for the period was below this at 23.7% (FY24: 25.6%), reflecting the recognition of deferred

taxassets from pre-trading expenditure in relation to AJBell Touch.

Basic earnings per share rose by 26% to 25.68 pence (FY24: 20.46 pence) as a result of an increase

inPBT and the impact of deferred tax assets recognised in the year. Diluted earnings per share

(DEPS), which accounts for the dilutive impact of outstanding share awards, also increased by 26%

to 25.56 pence (FY24: 20.34 pence).

Financial position

The Group’s financial position remains strong, with net assets totalling £217.5 million

(FY24:£204.0million) as at 30 September 2025 and a return on assets

of 48% (FY24: 41%).

Financial resources and regulatory capital position

Our financial resources are continually kept under review, incorporating comprehensive stress and

scenario testing which is formally reviewed and agreed at least annually.

Year ended

30September

2025

£000

Year ended

30September

2024

£000

Total shareholder funds 217, 4 52 203,990

Less: unregulated business capital (3,342) (4,150)

Regulatory group shareholder funds 214,110 199,840

Less: foreseeable dividends (39,348) (34,019)

Less: foreseeable share buyback

(60,606) (30,000)

Less: non-qualifying assets (16,449) (12,994)

Total qualifying capital resources 97,707 122,827

Less: capital requirement (62,207) (59,577)

Surplus capital 35,500 63,250

% of capital resource requirement held 157% 206%

1 Foreseeable share buyback includes £10.6 million relating to the programme announced on 22 May 2025, in addition to the

new £50m programme which will run throughout FY26.

The reduction in surplus capital over our regulatory capital requirement to 157% (FY24: 206%)

reflects the increase in capital distributions to our shareholders.

We operate a highly cash-generative business that ensures profits are quickly converted into cash.

We generated net cash from operating activities of £86.5 million (FY24: £96.3 million) and held

asignificant surplus over our basic liquid asset requirement during the period, with our year end

balance sheet including cash balances of £188.2 million (FY24: £196.7 million).

Following the year end, in November 2025 the sale of our Platinum SIPP and SSAS business to

InvestAcc Group Limited completed with total consideration of up to £25 million. Initial consideration

of £18.5 million has been settled; made up of £17.5 million in cash and £1.0 million in new InvestAcc

shares. Deferred consideration of up to £6.5 million in cash will be payable in the first half of 2026,

subject to certain conditions. The disposal proceeds will further strengthen our capital position,

andwill beflowed through the Group’s capital allocation framework.

Chief Financial Officer’s review

3 For further detail of the calculation of the return on assets, see Alternative Performance Measures on page 161.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Shareholder capital returns

During the year, we refined our capital allocation framework to ensure our capital resources are

utilised effectively to deliver long-term value for shareholders. The framework now includes a

minimum dividend payout ratio of 50%, complementing our ongoing commitment to progressive

ordinary dividend growth. Under this framework, the Board will continue to assess the

appropriateness and mechanism for returning surplus capital to shareholders on an annual basis.

For FY25, in line with our capital allocation framework, the Board has recommended a final dividend

of 9.75 pence per share (FY24: 8.25 pence per share), resulting in a total ordinary dividend of 14.25

pence for the year (FY24: 12.50 pence). This equates to a pay-out of 55% of statutory profit after tax

and marks over two decades of progressive ordinary dividend growth.

Following continued strong financial results in the year and given the surplus capital held in excess

of regulatory requirements, we are pleased to announce the Board has approved another share

buyback programme, returning up to £50 million to shareholders throughout FY26.

Peter Birch

Chief Financial Officer

3 December 2025

Chief Financial Officer’s review

AJBell plc Annual Report and Accounts 2025

Driving impactful engagement

with our stakeholders

Effective stakeholder engagement is key

tobuilding asuccessful and sustainable

business. Weproactively engage with and

listen to our stakeholders to understand

what is important tothem. By understanding

our stakeholders, we can factor into

boardroom discussions the potential impact

of our decisions on each stakeholder group

and consider their needs and interests.

We set out below who our key stakeholders are, the key

reasons we engage with them, the areas they have a material

interest in and a summary of how we engaged in the year

when considering what is most likely to promote the long-

term success of the Company.

Stakeholder engagement

Other stakeholders

Other stakeholders represent the local communities in

which we operate, aswell as the wider environment, our

suppliers and our regulators. As a socially responsible

business, we believe we have a responsibility to our local

communities, wider society and our suppliers. We operate

in a highly regulated environment and engage with our

regulators constructively.

Our shareholders

Our shareholders include both institutional and retail

investors, includingAJBell customers and employees.

Delivering on our long-term strategic objectives

isdependent on our shareholders’ support.

Our people

Our people are at the heart of our success. Our success is

built on deliveringa high-quality service through the skills

and passion of our peoplewho bring our values to life

across the business.

Our customers

andtheir advisers

Our customers include retail investors, financial advisers

and wealth management companies. Our success is

dependent on our ability to understand our customers’

needs and develop appropriate products to meet

thoseneeds.

Other information

Financial statementsGovernance

Strategic report

Annual Report and Accounts 2025 AJBell plc

Stakeholder engagement

Material interests

An investment platform for our customers

and advisers that:

• is secure, reliable, and easy-to-use;

• provides a high-quality customer service

atlow cost; and

• helps them meet their long-term financial

objectives.

How we engaged

Customer services and websites

We have ongoing customer and adviser

engagement through calls, meetings,

organised events, newsletters, our website

and other written communications.

We continually invest in our propositions with

a focus on ease of use, informed by customer

and adviser feedback. Our proposition

websites provide our customers and their

advisers with a range of tools to assist them

to manage their investments.

Surveys

Customer and adviser surveys are conducted

on an annual basis with the results reviewed

at Board level. Specific user groups perform

beta-testing to provide further insight and

feedback. This engagement and feedback

informs the way in which we can best serve

our customers and their advisers.

Outcomes

• Hosted a range of events for advisers

including our flagship Investival

conference and a wide range of seminars.

• Excellent platform customer retention rate

of 94.1% and Trustpilot score of 4.9-stars.

• Launched AJBell Touch, our simplified

mobile-led proposition for advisers.

• Comprehensive redesign of D2C website

to provide a clear, accessible, and

customer-focused experience following

customer feedback.

Our customers

andtheiradvisers

Material interests

A working environment for our people that:

• facilitates their engagement at all levels;

• provides them with development

opportunities;

• promotes their physical and mental

wellbeing;

• promotes diversity and inclusion;

• rewards them appropriately; and

• encourages flexible working practices.

How we engaged

Surveys, staff communications and feedback

We engage regularly with our staff through

the appraisal process, our intranet site, Group

presentations, leadership breakfasts and our

wellbeing programme.

Fiona Clutterbuck is our Non-Executive

Director responsible for employee engagement

and chairs the Employee Voice Forum, which

meets to discuss a variety of themes raised

by staff. Our CEO also hosted question and

answer sessions and provided regular

updates on the business performance.

We continued our annual Great Place to

Work

employee engagement survey and

were certified as a Great Place to Work

for

the second year running.

Company share schemes

We encourage employee share ownership

through our Buy As You Earn (BAYE) and

freeshare schemes, to engage staff in the

performance of the business and to align

employee and shareholder interests.

Outcomes

• Placed tenth overall in the Super Large

category of the Great Place to Work

UK’sBest Workplaces™ for 2025.

• Improved staff pay andbenefits.

• There were nearly 200 internal promotions

for our staff in the year.

Our people

AJBell plc Annual Report and Accounts 2025

Stakeholder engagement

Material interests

Our other stakeholders want us to:

• act as a responsible corporate citizen in all

respects; and

• conduct our business with integrity.

How we engaged

Engaging with our suppliers

We maintain and develop our business

relationships. In addition to our due diligence

processes, we ensure management has

regular feedback sessions with representatives

from key suppliers. We ensure our payment

terms are fair and in compliance with

payment practices.

Engaging with our regulators

Led by our Compliance Team, we regularly

engage with the FCA and DWP on consultation

papers and industry issues. We actively seek

to lobby via public consultation and with

policymakers where we perceive unfairness

or unnecessary complexity.

Engaging with our communities

andwidersociety

We continue to support the AJBell Futures

Foundation, which develops long-term

partnerships in our local communities.

Wehave committed to contribute 0.5%

ofourprofits to local communities and

charitable causes each year. We have also

seen our staff participating in volunteering

activities with our principal partner charities:

Smart Works, IntoUniversity, Stop.Breathe.

Think. andthe British Heart Foundation.

Outcomes

• 30-day payment terms.

• Developed a ‘cash to investing’ journey

aspart of the FCA’s consumer investment

policy sprint.

• £566,500 of charitable donations, with

over £74,000 directed to staff-nominated

causes.

• Funded 120 defibrillators for communities

across the UK.

Other stakeholders

Material interests

Our shareholders want to invest in a

businessthat:

• delivers on its investment case; and

• provides consistent profitability, growth,

and long-term sustainable returns.

How we engaged

Ongoing investor relations programme

Through our investor relations programme,

which includes regular trading updates,

management roadshows, investor and analyst

meetings, attendance at investor conferences,

and our AGM which all members of the Board

attend, we ensure that shareholder views are

brought into the boardroom and considered

in our decision making.

Corporate broker updates

Our corporate brokers and sell-side analysts

also provide us with valuable feedback

andmarket insight. Our corporate brokers

deliver updates on market dynamics and

representatives are regularly invited

toattendBoard meetings.

Directors’ Remuneration report and policy

We welcome feedback at any point from our

entire shareholder base on our Directors’

Remuneration Policy. Our Remuneration

Committee Chair consulted with shareholders

on proposed changes to Directors’

remuneration and Non-Executive

Directorfees.

Outcomes

• Regular financial reporting, with interim

and full-year results published, along with

quarterly trading updates and market

announcements.

• In line with our capital allocation

framework, we have returned £44.6 million

to shareholders through share buybacks

this year.

• 14% increase in our total ordinary dividend.

• All resolutions passed at the AGM with

amajority of more than 96%.

Our shareholders

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Section 172 statement

For the benefit of our stakeholders

Section 172 of the Companies Act 2006 (s172)

requires Directors to act in the way they consider,

in good faith, would be most likely to promote

the success of the Company for the benefit of

itsshareholders as a whole and, in doing so,

haveregard (amongst other matters) to:

a) the likely consequences of any decisions

inthe long term;

b) the interests of the Company’s employees;

c) the need to foster the Company’s business

relationships with suppliers, customers and

others;

d) the impact of the Company’s operations

onthe community and environment;

e) the desirability of the Company maintaining

a reputation for high standards of business

conduct; and

f) the need to act fairly between shareholders

and the Company.

We set out examples of how the Board has had

regard to the duties under s172 when considering

specific matters, and how it has considered

theinterests of our key stakeholders in those

decisions. Further detail of how the Board

operates, including the matters it discussed

anddebated in the year, are contained within

the Corporate Governance report on pages

74to 81.

The Board seeks to understand and carefully

consider each of our key stakeholders’ interests,

priorities and views. The Board recognises

thateach decision will have a different impact

and relevance to each key stakeholder, and so

having a good understanding of their priorities

is important. Where stakeholder priorities

conflict, the members of the Board exercise

independent judgement when balancing those

competing interests in order to determine what

it considers to be the most likely outcome to

promote the long-term sustainable success

ofthe Company.

Although the Board engages directly with

somestakeholders, engagement also takes

place at different levels within the business.

Theoutput from engagement below Board

level is reported back to the Board and / or

Board Committees and helps to inform both

Board and other business-level decisions.

Further information about how we engage

withour stakeholders and their needs can

befound on pages 25 to 27.

1. Sale of Platinum business

In March 2025, we announced the decision

to sell our Platinum SIPP and SSAS business

(“AJBell Platinum”) to InvestAcc Group

Limited (“InvestAcc”) for a total consideration

of up to £25 million (“Consideration”). The

transaction completed on 3 November 2025.

AJBell Platinum formed part of our non-

platform business and the decision to sell

aligns with our strategic objective to provide

easy-to-use, low-cost platform propositions.

The sale simplifies our business model,

enabling the Board and the management

team to focus on growing AJBell’s core

platform business across the advised and

D2C market segments.

The Consideration comprises £18.5 million

oncompletion; made up of £17.5 million in

cash and £1.0 million in new InvestAcc shares,

and an additional £6.5 million of deferred

consideration in cash payable in thefirst half of

2026, subject to certain conditions. Our capital

position is strengthened by the Consideration

and enables the Board and the management

team to consider further targeted investments

to drive long-term business growth; a key

component of our capital allocation framework

and strategy. Our commitment toinvesting

inscalable growth also benefits our

shareholders and our customers.

We have a market-leading Customer Services

Team, committed to delivering good customer

outcomes in alignment with the Consumer

Duty, and it was important for the Board

toidentify a buyer with a track record of

delivering excellent customer service. Atthe

time of announcing the transaction, AJBell

Platinum had 3,600 customers with £3.2billion

of assets under administration. Aspart of

ourdue diligence, we assessed theability of

InvestAcc to take on, and act in the interests

of, AJBell Platinum customers. The Board

approved the decision to proceed with the

transaction with InvestAcc as the buyer,

based in part on InvestAcc’s proven record

ofoperating a SSAS business since 1997

anda SIPP business since 2003.

Our people are at the heart of our business

and the transaction resulted in some of our

people transferring to InvestAcc. The Board

considered the impact of the transaction on

staff throughout the process and engaged

with management to ensure appropriate

support and communication until completion.

The proceeds we received from completion

of the transaction will be flowed through

theGroup’s capital allocation framework.

Section 172 duties: a), b), c), e), f)

Principal decisions

AJBell plc Annual Report and Accounts 2025

2. Share buyback

During FY25, we returned surplus capital

toshareholders through twoshare buyback

programmes. The first of up to £30 million,

announced on 4 December 2024 alongside

our FY24 annual results, concluded on

23April 2025. Asecond programme of up

to£25 million was announced on 23 May

2025 with our FY25 interim results. Together

these returned a total of £44.6 million to

shareholders by 30 September 2025.

In approving the share buybacks, the Board

considered them within the context of our

capital allocation framework, which aims to

balance financial discipline with sustainable

long-term value creation.

Following continued strong financial

performance, the Group held capital

wellabove regulatory requirements.

Afterincreasing organic investment in

ourbrandand propositions, upholding

ourcommitment to local communities and

delivering a progressive ordinary dividend

toshareholders, the Board determined that

returning surplus capital was appropriate.

In determining the mechanism for the return of

surplus capital, the Board reviewed the relative

merits of a share buyback versus a special

dividend, taking into account feedback from

advisers and shareholders. Abuyback was

deemed preferable due to itspotential to

enhance earnings per share, improve liquidity

and offer flexibility, preserving the Group’s

capacity to invest in future growth. The Board’s

assessment of valuation was also considered in

making the decision.

The Board also recognised the broader

stakeholder impact when applying the capital

allocation framework. The buyback enhances

long-term shareholder value and alongside

ourprogressive dividend policy, supports

bothincome-focused and growth-oriented

shareholders, and benefits our people, 81%

ofwhom are AJBell shareholders. Organic

investment in the business also benefits our

customers, ensuring we continue to deliver

high-quality propositions.

The Board remains committed to reviewing the

appropriateness and mechanism for returning

surplus capital annually, ensuring decisions

arealigned with stakeholder interests and

theGroup’s strategic priorities.

Section 172 duties: a), b), c), d), e), f)

Our capital allocation framework

Ordinary dividend

A regular, progressive ordinary dividend, subject

to a minimum 50% dividend payout ratio

Supporting local communities

Commitment to contribute 0.5% of profit

before tax to local charities annually

Organic investment

Targeted investments to drive

long-termbusiness growth, whilst

maintaininggood cost discipline

Financial strength

Maintain an appropriate level of

regulatorycapital and liquidity

Inorganic investment

opportunities

Consideration of potential bolt-on

acquisitions tosupport our strategy

Additional capital returns

Return of surplus capital not required for

other priorities considered annually

Annual Report and Accounts 2025 AJBell plc

Strategic report

Other information

Financial statementsGovernance

Responsible business

Growing our business responsibly

Making an impact

We are driven by our purpose – to help people

invest – and our product propositions help to

support individuals to take control of their

financial future through investing.

Our responsible business strategy is focused

onembedding environmental, social and

governance (ESG) considerations across our

operations, guided by our four responsible

business pillars: responsible propositions,

responsible employer, supporting our local

communities and environmental awareness.

This ensures that we grow our business in a way

that delivers long-term value for our customers,

employees, shareholders and wider society.

This year, we made strong progress across all

ofour responsible pillars. We continue to make

investing accessible for our customers and this

year, we launched AJBell Touch, a new digital

platform designed to reduce the administrative

burden on financial advisers and make investing

easier for their clients, as well as redesigning our

D2C website. You can read more about our

responsible propositions on pages 33 to 36.

We continue to uphold inclusive workplace

practices, and this was reflected in the year

withour strong Great Place to Work

scores.

Wehave also commenced a renovation of our

Manchester head office which will provide a

refreshed working environment for our people

and improve our hybrid working capabilities

aswe continue to grow the business. You can

readmore about progress we are making as

aresponsible employer on pages 37 to 42.

Through the AJBell Futures Foundation, we

continued to make a meaningful difference in

our local communities, supporting initiatives

that improve financial education, social mobility

and wellbeing. More information is provided on

pages 43 to 45.

We seek to minimise our impact on the

environment. We continue to make progress

onthe implementation of our netzero roadmap,

which is supported by the refurbishment ofour

Manchester head office. See pages 46 to 49 for

more detail.

In the year our customers withdrew

£2.5billion of pension funds for their

retirement and over 2,500 customers

usedtheir Lifetime ISAs towards

purchasing a first home.

Our approach

We behave in a responsible manner with a focus

on our propositions, our people, our communities

and the environment. We believe this is important

for the long-term sustainability of our business.

The Board is responsible for the conduct of

AJBell’s business and the development of its

strategy, as well as promoting the long-term

sustainable success of the business. This

includes both how we embed our approach to

behaving responsibly across the business and

how we promote a healthy corporate culture.

The Board provides oversight and has

designated Peter Birch, Chief Financial Officer,

as the Executive Director responsible for our

approach to responsible business.

Individual objectives have been assigned to

Executive Committee members and a cross-

functional ESG working group exists for the

co-ordination of day-to-day activities. This

structure allows us to fully embed ESG across

our existing business strategy. Our bi-annual

Non-Executive Director (NED) ESG Forum

enables theBoard to provide more focused

input into specific areas. This year we provided

updates to the forum on the AJBell Futures

Foundation and our upcoming TCFD Asset

Manager reporting covering our Investments

business.

Details of the oversight provided by the Board and

its committees are disclosed in the Governance

section of this Annual Report.

Our commitment to growing

responsibly is reflected in the

progress we have made across all

areas of our responsible business

strategy this year. This includes

developing innovative propositions

that make investing easier, building

aninclusive and high-performing

culture, supporting our local

communities and minimising our

environmental impact. These efforts

have contributed to an improvement

in our MSCI ESG rating in the year,

demonstrating the impact of our

responsible approach.”

Peter Birch

Chief Financial Officer

1 The use by AJBell plc of any MSCI ESG Research LLC or its affiliates (‘MSCI’) data, and the use of MSCI logos, trademarks,

service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of AJBell

plc by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided ‘as-is’ and without

warranty. MSCI names and logos are trademarks or service marks of MSCI.

AJBell plc Annual Report and Accounts 2025

Responsible business

We are creating

sustainable value

Responsible propositions

Offering products and servicesthatarealigned with

ourpurpose.

Responsible employer

Developing and supporting our people to help them

achieve their potential.

Supporting our localcommunities

Playing a positive and supportiverole in our

localcommunities.

Environmental awareness

Minimising our impact onthe environment.

Our contribution to the United Nations

SustainableDevelopment Goals (UN SDGs)

We have identified five key targets which we have

mappedto our responsible business strategy.

10.2

3.8

4.4

13.2

5.5

Board of AJBell plc

The Board is the decision-making body relating to ESG matters, taking ultimate responsibility and providing oversight

ofmanagementactions. The Board receives an annual update on our responsible business strategy.

How we govern our

responsible business strategy

Audit

Committee

The Committee is

responsible for reviewing

ESG-related financial

information and

disclosures.

Risk & Compliance

Committee

The Committee is

responsible for ensuring

ESG-related risks are

effectively embedded in risk

management frameworks

and risk reporting.

Remuneration

Committee

The Committee oversees

that remuneration policy

and practices are designed

to support our strategy

and promote long-term

sustainable success.

ESG

Forum

The NED forum

performs reviews

anddeep dives into

specific ESG topics.

The forum provides

recommendations

tothe Board.

ESG working group

Our cross-functional ESG working group is responsible

for the co-ordination of day-to-day activities, ensuring

we deliver on our objectives, and for the consolidation

of our responsible business approach. ESG-related

information is reviewed by the working group before

being presented to the Board, its committees or theNED

ESG Forum.

Executive responsibility

The CFO has the delegated authority from the Board

tomanage our responsible business strategy and is

accountable foritsdelivery. Executive Committee

members are allocated specific ESG-related objectives

in their business areas, alignedtoourstrategy.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

1 See page 163 for definitions of the UN SDG targets.

Materiality approach to ESG

In order to remain successful in the long term,

an understanding of our most material ESG

topics is essential to inform company strategy,

targets and reporting.

We have taken a financial materiality approach

to our assessment, considering the factors

which may generate risks or opportunities that

have a significant influence on the Group’s

financial position, financial performance and

future cash flows. Our ESG materiality approach

has been informed by the International

Sustainability Standards Board’s (ISSB) IFRS

Sustainability Disclosure Standards, which the

UK Government plans to endorse as part of the

development of the UK Sustainability Reporting

Standards (SRS), ensuring we remain aligned

with anticipated mandatory reporting

requirements.

We identified 13 ESG factors of material

importance to our business, with reference

toSustainability Accounting Standards Board

(SASB) industry issues, our MSCI ESG rating

factors and investor feedback. We then assessed

each area by potential impact on the Group’s

cash flow before any mitigating actions. To help

inform our assessment, we sought feedback

from our investors on which ESG factors they

consider most important.

To ensure we are regularly reporting on the most

relevant ESG issues, we review our materiality

assessment annually. This year’s review concluded

that both corporate governance and systemic

risk management remain the two most material

topics in relation to our ESG reporting.

The assessment also highlights that having

responsible propositions, effective governance,

and being a responsible employer are our most

material areas of ESG. In relation to environmental

factors, the nature of our business model means

that our impact is relatively low.

Material topics and potential impact on our business

The chart below outlines the inherent potential impact on the Group’s cash flow before any mitigating actions.

Medium High

Alignment to

responsiblebusiness

Corporate governance

Having an effective system of rules, practices and processes by which a company is directed and controlled.

Systemic risk management

Managing the risks arising from large-scale weakening or collapse of operational systems upon which

thebusiness depends.

Data privacy and security

Addressing the management of risks related to the collection, retention, and use of sensitive,

confidentialuser data and the resilience of IT infrastructure to cyber-attacks.

Employee engagement, health and wellbeing

Ensuring our employees are paid fairly, engaged at all levels and the provision of ahealthy and

safeworking environment including support of their physical and emotional wellbeing.

Talent development

Ensuring the Group has the ability to attract new people as well as retain and develop

ahighly-skilledworkforce.

Transparent customer information

Providing adequate and clear information about our products and services to support our customers

innavigating their investment decisions.

Corporate behaviour

Overseeing and managing business ethics issues such as fraud, corruption, executive misconduct

andnegligence.

Diversity and inclusion

Ensuring our culture, hiring and promotion practices embrace the building of a diverse and inclusive

workforce throughout the organisation, that reflects the local communities in which we operate.

Responsible investment

Integrating environmental, social and governance considerations into the management of our

investment products and the investments we offer on our platform, and the provision of data and

content to support customers in making responsible investment decisions.

Social advocacy

Includes lobbying efforts with public policy makers and investment in initiatives toadvance societal

issues, such as reducing the gender investment gap.

Operational emissions

Minimising our operational carbon footprint. This includes both direct emissions and indirect emissions

inour value chain.

Local communities

Supporting the economic development of our community and preserving the local environments

inwhich we operate.

Financed emissions

Minimising the carbon footprint associated with our AJBell Investments’ Funds andManaged Portfolio

Service.

Environment Social Governance

Responsible propositions

Responsible employer

Supporting our local communities

Environmental awareness

Responsible business

AJBell plc Annual Report and Accounts 2025

Strategy

We offer products and services aligned

to our core purpose – to help people

invest. We do this in a way that helps

our customers to achieve their

financial goals, whether self-directed

or with the support of an adviser.

Wealso provide options for customers

to invest responsibly on our platform

and are responsible stewards of the

investments we manage on our

customers’ behalf.

Why it is important

Our aim is to make investing easier

andempower people to invest for

theirfinancial future.

In fulfilling our role in society, it is

pivotal that we offer propositions

which enable more people to invest.

Who it impacts

Customers and their advisers,

widersociety, shareholders.

2025 highlights

• Launch of AJBell Touch

• Reached a market-leading 4.9-star

Trustpilot customer rating

• Completed redesign of our

D2Cwebsite

UN SDG targets

4.4

5.5

13.2

Responsible

propositions

Responsible business

Accessible solutions

Making investing easy

At AJBell, we believe in making investing

accessible, whether investing directly or with the

help of a financial adviser. Our aim is to help our

customers to achieve their financial goals and

promote a better understanding and awareness

of investment choices that ultimately deliver

good outcomes for our customers, aligned

withthe FCA’s Consumer Duty.

We recently launched AJBell Touch, a new digital

platform designed to make it easier for advisers

to deliver good outcomes for their clients.

AJBellTouch combines an intuitive, mobile-first

interface with streamlined onboarding and digital

client authorisation, significantly improving user

efficiency. It enables advisers to serve a broader

range of clients more effectively, whilst clients

benefit from greater transparency, ease of use

and instant access to their financial information.

We will continue to enhance AJBell Touch with

further functionality, automation and integrated

advice tools, supporting our ambition to make

investing easy and more accessible through our

digital solutions.

Our simplified proposition, AJBell Dodl,

broadensour reach within the D2C market.

Itisacommission-free service, aimed at

less-experienced investors and is amongst the

best-value investment platforms onthe market.

We offer a highly-competitive cash interest rate

for AJBell Dodl ISAs and LISAs, giving customers

the chance to earn interest whilst they build the

confidence to begin investing in the product’s

streamlined offering of investment funds

andshares.

This year, we launched our new D2C website,

with over 1,000 pages redesigned, rewritten

andrebuilt to provide a clear, accessible, and

customer-focused experience. Every aspect of

the site, from navigation to tone of voice, has

been revised through extensive user testing,

shaping a navigation system that is intuitive,

inclusive and aligned with customer needs.

Accessibility and inclusivity were central to

theredesign, and testing included vulnerable

and disabled users to ensure compatibility

withassistive technologies and compliance

withFCAaccessibility standards.

Our responsible propositions

approach focuses on accessibility,

product offerings, and customer

security.

Annual Report and Accounts 2025 AJBell plc

Other information

Financial statementsGovernanceStrategic report

Accessible solutions – We believe investing

isfor everyone. Our low-cost, easy-to-use

propositions cater for a broad range of

investors. We produce content to educate

more people about investing.

Product offering – Our high-quality

propositions offer products with a long-

termfocus. We provide solutions to

facilitate sustainable investing and are

responsible stewards of the investments

wemanage onour customers’ behalf.

Information security – We protect our

customers’ data through robust information

security control. We campaign on behalf of

our customers where we see unfairness

and overly complex regulations.

Responsible business

Insightful investment content

The upgraded content management system

onour D2C website enhances our ability to

manage and publish content quickly, enabling

more responsive communication. We also

introduced a powerful on-site search delivering

richer results and supporting continuous

optimisation as customer needs evolve.

We provide educational investment content

through our monthly Shares magazine, podcasts,

online resources and customer and adviser

events, providing market information and expert

analysis to support our customers and advisers

innavigating their investment decisions.

We also offer existing and potential customers

access to AJBell’s award-winning analysis,

providing valuable insights on relevant market

and personal finance news stories. AJBell

maintained its position at the top of theshare of

voice charts versus competitors in key national

publications including The Times, TheTelegraph,

The i Paper and The Daily Mail, as well as over

700 broadcast appearances on flagship business

and news programmes on the BBC, Sky News

and ITV among others.

Research shows that women in the UK, onaverage,

hold less than half the savings and investments of

men, equating to agender investment gap of around

£1.65trillion. Thisgap carries significant implications

for financial independence, long-term security and

also trust in the financial sector more broadly.

To help change this narrative, we created AJBell

Money Matters, an initiative designed to empower

women with the confidence and knowledge to start

their investing journey.

Over the past year, Money Matters has continued

toexpand its impact by sharing fortnightly podcasts

andarticles, engaging through dedicated social media

channels and building strategic partnerships to reach

bigger audiences. Together, these efforts are helping

more women engage with investing and bridge the

gender investment gap.

During the year, we have seen a 470% uplift in email

subscribers, a 53% increase in social media followers

anda 43% increase in article views.

Further information on all

ourarticles, podcasts, reports

and events can be found

atajbellmoneymatters.co.uk.

AJBell plc Annual Report and Accounts 2025

Responsible business

Product offering

Our platform product philosophy

We provide mainstream products that we

believe will help our customers manage

theirinvestments for the long term.

Our core products are SIPPs, ISAs and Dealing /

General Investment Accounts. SIPPs and ISAs

enable customers to invest for the long term in

agovernment-approved, tax-advantageous way

and we also offer variations of these products,

such as the Lifetime ISA and junior products,

ensuring that we cater for a wide range of

customer requirements.

We offer an open-architecture platform with

investment solutions from market-leading

providers and our own AJBell Funds and MPS,

which cater for a wide range of risk appetites.

Through our products, customers can buy, sell

and hold a broad range of investments including

shares, collective investments and other

instruments traded on the major stock

exchanges around the world.

Integration of ESG into our investment

management

AJBell Investments invests across multiple asset

classes and implements its investment strategy

predominately through a universe of mutual

funds and exchange traded funds (ETFs) that are

either actively or passively managed.

As outlined within our Voting & Stewardship

Policy, we only select products from investment

firms that are signatories to the UK Stewardship

Code or can provide a strong explanation as to

why they do not comply. Fundamentally we are

looking for alignment with the UK Stewardship

Code’s Principle 1: that the manager’s

“…purpose, investment beliefs, strategy,

andculture enable stewardship that creates

long-term value for clients and beneficiaries

leading to sustainable benefits for the economy,

the environment and society.”

Additionally, we monitor whether a manager is

asignatory to the UN Principles of Responsible

Investment (PRI), the principles of which

incorporate the integration of ESG issues within

the analysis and decision-making process in

addition to the active engagement and voting.

For the AJBell Responsible Screened Growth

Fund and AJBell Responsible MPS range,

weoperate within a consistent framework to

ensure that ESG principles are being considered

within the investment process. Where possible,

we invest in ETFs that track an MSCI Socially

Responsible Index (SRI), which comprises a wide

range of values-based screens and exclusions.

This ensures that we target our investment in

companies with higher ESG rankings, whilst

seeking to minimise ESG controversy.

A series of exclusions removes companies from

certain industries, such as tobacco, controversial

weapons, and adult entertainment. Then, a

‘best-in-class’ ranking system means that, for

the remaining companies, ESG credentials are

factored into relative index weights, alongside

market capitalisation.

Information security

We hold significant amounts of data relating to our

customers, products, and business. We recognise

that protecting this information is critical to the

success of our business and the safeguarding of

our customers. We adopt the principle of ‘defence

in-depth’ to provide multiple layers of protection

for critical information and systems. This ensures

that there are multiple controls and processes

ensuring protection is both robust and resilient.

Our security processes are aligned with industry

best practice including ISO 27001 and the US

National Institute of Standards and Technology

Cyber Security Framework.

Facilitating responsible investment

We help our customers undertake responsible investing through our investment options,

dataand content. As an execution-only investment platform, we provide customers with

access to a diverse range of investment options that allows them to diversify and respond

toESG-related risks.

Responsible Managed Portfolio

Service (MPS)

This provides financial advisers with

acompetitive ESG solution for their

clients. We offer six responsible

portfolios, offering varying degrees of

risk for customers who want to achieve

long-term capital growth through

responsible investing, as we define it.

Favourite funds filter

Customers can filter our ‘Favourite funds’

list to view funds which have a focus on

responsible investment or sustainability.

These funds have been researched and

rated by the AJBell Investments Team.

Sustainability ratings

Customers can view and filter by

Morningstar’s Sustainability Rating when

researching funds, ETFs and investment

trusts on our platform. This rating

enables investors to evaluate funds

based on the sustainability profile of

their underlying holdings.

Responsible investing guide

Customers can access a free guide to

responsible investing via the ‘learn to

invest’ section of our website, providing

an overview of responsible investment

strategies.

Sustainable fund labels

Customers can access UK Sustainability

Disclosure Requirements (SDR) fund

labels and disclosures, where produced

by product providers.

AJBell Responsible Screened

Growth Fund

We offer a well-diversified fund,

favouring companies with strong ESG

credentials. The Fund provides a

low-cost, easy-to-understand

responsible investing option for both our

advised and D2C customers.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Responsible business

Information and cyber security threats are

continually evolving. To enable our security

teams to stay up to date, we leverage external

threat intelligence to understand who might be

targeting the Company and our customers. This

capability assesses the techniques and tactics

used by attackers and helps ensure our controls

are appropriate. We combine this capability with

regular collaboration and sharing with industry

groups and regulators to understand the threats

across the sector. To ensure our security teams’

skills remain current with attacker techniques,

we invest in regular training and development

for staff, working towards industry-recognised

qualifications.

We recognise that technology-enabled crime

can happen at any time of day and as such

operate 24/7 monitoring, provided by a Security

Operations Centre. This capability monitors our

systems and controls for any anomalies or alerts

and ensures they are immediately investigated

bysecurity experts. Our products and platforms

have security ‘baked in’ by virtue of a Secure

Software Development Lifecycle. This ensures

that security is considered as part of every stage

of technology deployment, from design and

procurement through to implementation and

maintenance. Our systems are regularly tested

byaccredited third-party Ethical Hackers who

undertake penetration testing exercises to ensure

our systems are resistant to attack. We have

conducted disaster recovery exercises utilising

cloud technology, enhancing our operational

resiliency. This, combined with a process of

continuous review and testing, ensures that our

controls are always improving to enhance the

security of our critical systems and data.

We recognise that our staff are our most valuable

asset when it comes to protecting critical

information and systems. All staff undergo

security training, and we provide regular advice

and guidance to staff via all staff updates and

intranet blogs. Regular phishing testing is

conducted to ensure our staff not only know how

to identify an attack, but also respond in a timely

and effective manner. A positive security culture

isencouraged from the top of the organisation,

starting with the Board, to every member of

staff. We encourage open and active dialogue

with security from all areas of the business

toensure our controls remain effective and

enhance the safety of our customers and data.

Campaigning on behalf of retail investors

We actively seek to lobby the Government

andregulators via public consultation and

withpolicymakers where we see unfairness

orunnecessary complexity. Our focus is always

on campaigning for simplicity and good

customer outcomes.

Earlier in the year, AJBell research in the Gender

ISA Gap report was referred to in Parliament,

highlighting the importance of our published

findings in key debates on Government policy.

The Government has publicly committed to

boosting retail investing in ISAs. Although a

laudable aim, which will be supported by

Targeted Support reforms, the reduction of the

Cash ISA allowance to £12,000 from April 2027,

with a carve-out for over 65s, is unlikely to

encourage significantly more people to invest.

We have expressed concerns to Treasury officials

that any marginal increase in contributions

toStocks & Shares ISAs may be offset by a

perception of scarcity around Cash ISA accounts,

and concerns over the introduction of barriers to

transfer between cash and investment accounts.

The current sense of uncertainty around ISAs

iscompounded by the Budget announcement

that the Lifetime ISA will be replaced by a new

ISA product to support first time buyers to

purchase their first home. The Government

wants to encourage more people to invest, and

constantly changing the ISA system is unhelpful.

We have long championed the simplification

ofthe ISA landscape, advocating for the

consolidation of all existing ISA variations into

one single ISA product. Combining Cash ISAs

and Stocks & Shares ISAs into a single main

product would significantly simplify the journey

for people looking to hold cash and invest,

removing a current barrier which requires

people to choose one or the other at the outset.

Targeted Support proposals, introduced as

partofthe Treasury and FCA’s joint review into the

boundary between advice and guidance, have the

potential to significantly boost retail investment

participation in the UK. Pending finalregulatory

rules expected to come into effect in April 2026,

this creates an opportunity for platforms to offer

tailored investment suggestions to retail

investors with similar characteristics.

Speculation around possible changes to tax-free

cash entitlements in the lead up to this year’s

Budget has caused unnecessary concern and

volatility in consumer behaviour, with an increase

in withdrawals on the platform. The business

continues to campaign for a Pensions Tax Lock,

with over 20,000 signatories backing our

parliamentary petition calling for a Government

commitment to preserve key pension tax

incentives – tax-free cash and higher rate tax

relief on pension contributions – for at least this

Parliament, enabling people to plan effectively

for their retirement.

In conjunction with industry bodies we continue

to campaign against the complexity involved in

Government proposals to apply IHT to unspent

pension on death. We encourage the Government

to consider different options ahead of the April

2027 implementation date, advocating for

alternative proposals which raise the same

revenue for the Government without the

administrative complexities and, importantly,

distress for bereaved families.

We continue to campaign on important issues

on behalf ofretail investors, with the purpose

ofensuring good customer outcomes.

Tax strategy

We are committed to responsible tax

management through a strong risk culture,

robust governance, and clearly defined

processes and controls.

Oversight of tax-related risks is embedded

in the Group’s governance framework, with

the Audit Committee taking responsibility

for oversight of the internal control systems

that identify and monitor these risks.

Ourprocesses are designed to ensure the

accuracy and integrity of the Group’s tax

filings, minimising the potential for errors.

These controls are subject to regular

review, monitoring, and testing to ensure

ongoing compliance and effectiveness

inmanaging our tax obligations.

At AJBell, we recognise the role that

taxplays in supporting wider society,

contributing to the funding of public

services and infrastructure that benefit

communities and the economy. We are

committed to fulfilling our tax obligations

responsibly, ensuring that we pay the right

amount of tax at the right time.

Our corporation tax and employer’s

National Insurance paid in respect of

theyear ended 30September 2025

was£54.4 million (FY24: £38.3 million).

Alongside this, we contribute toother

taxes such as VAT and stamp duty.

Our full tax strategy is available at:

ajbell.co.uk/group/tax-strategy.

AJBell plc Annual Report and Accounts 2025

Responsible business

Our guiding principles are the foundation of our

company culture; they help drive our behaviours

and decisions and place our customers at the

heart of everything we do. All staff are

encouraged to use the principles to guide them

on how to make decisions and how to conduct

themselves. In this way, we will ensure a strong,

cohesive and inclusive company culture where

everyone embraces the same core set of values.

Our guiding principles

Straightforward

We simplify the complex

Personal

We put people first

Ambitious

We set high standards

Knowledgeable

We know our stuff

Principled

We act with integrity

Employee engagement

We are proud to maintain our certification as

aGreat Place to Work

, achieving a total score

of83%. During the year we were ranked in the

Top10 amongst the UK’s Best Workplaces

™

the Super Large category and placed 16th in

the2025 UK’s Best Workplaces for Women

™

– afantastic achievement and testament to

ourinclusive culture.

Our highest scoring focus areas in the Great

Place to Work

survey were fairness, inclusion

and safety in the workplace, reflecting the

strength of our culture and the way in which

ourguiding principles are embedded across the

business. Employees continue to demonstrate a

strong sense of pride in working for AJBell and

in delivering good outcomes for our customers,

with 93% of staff rating the service we provide

asexcellent, reinforcing the strength of AJBell’s

customer-focused culture.

We are pleased with our strong results, which

demonstrate that we continue to endorse a

supportive workplace culture, which helps

attract and retain talent, and enhances our

reputation as a responsible employer. We

recognise the importance of a highly engaged

workforce and look to continually evolve our

approach.

Employee survey score

83%

maintaining our Great Place to Work

certification

Strategy

We will develop and support our

people to help them achieve their

potential. We will strive to ensure our

staff are actively engaged. Our strong

employer brand and culture will enable

us to attract and retain a diverse and

talented workforce.

Why it is important

Our success is built on delivering a

high-quality service through the skills

and passion of our people, who bring

our values to life across the business.

Who it impacts

Employees, shareholders

2025 highlights

• Maintained our certification

asaGreat Place to Work

• Improved our rewards package

forour people

UN SDG targets

3.8

4.4

5.5

10.2

Responsible

employer

At AJBell, our people are

centralto our success, and as

aresponsible employer, we are

committed to supporting their

development, empowering them

to reach their full potential while

driving the long-term growth of

our business.

Annual Report and Accounts 2025 AJBell plc

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Our pay and benefits package

We offer a comprehensive pay and benefits

package and have made further enhancements to

this at the start of FY25, including an average 4%

pay increase and higher pension contributions.

During the year, we further supplemented staff

bonuses to recognise the contribution of our

employees to our excellent FY25 performance.

We also launched a new AJBell Rewards Hub,

giving employees a clear and personalised view

of the full value of their total reward, including

pay, shares, benefits, recognition and

development.

Looking ahead to next year, we have also

introduced several new benefits options

including critical illness cover, and enhanced

death in service cover and a discount portal,

offering savings on a wide range of personal

expenses and insurance products.

Share ownership is fundamental to our purpose-

led culture and is a great way to reward our loyal

staff for continuing to provide a high-quality

service to our customers and their advisers, which

is critical for the long-term sustainable success

ofthe business. The annual employee free share

programme has entered its fourth year, distributing

a total of over one million shares to our employees

during this period. This has resulted in 81% of our

people owning shares or share options in AJBell

asat 30 September 2025 (79% as at 30 September

2024), in addition to a third of our staff actively

contributing to our BAYE scheme.

We remain committed to our hybrid working

model, providing a balance of office and home

working that supports flexibility while maintaining

the high levels of collaboration needed to deliver

for our customers and stakeholders. We have

commenced a refurbishment of our Manchester

office in the year to enhance facilities for hybrid

working and increase capacity to facilitate the

future growth of our workforce.

Employee Voice Forum

Positive, meaningful staff engagement is key

torealising our strategic objectives. One of

theways we do this is through the Employee

Voice Forum (EVF) which is chaired by Fiona

Clutterbuck, our nominated employee

engagement Board director. Comprised of

staffrepresentatives from across the business,

the EVF is responsible for collecting ideas and

suggestions from employees on various topics

to ensure their voices are considered in the

Board’s decision-making process.

This year, the EVF focused on strengthening

ourcustomer-centric culture by encouraging

colleagues to step into the shoes of our customers.

Employees from across the business were invited

to share their views on what makes AJBell’s

services attractive, what would motivate them to

become a customer and toprovide feedback on

how our platform functionality could be further

enhanced. Theinsights gathered help us to

deepen our understanding of how our products

and services resonate with people, ensuring we

continue to design experiences that are intuitive,

engaging and centred around customer needs.

Feedback from these discussions have directly

informed user experience enhancements,

including the redesigned application journeys

on both AJBell and AJBell Dodl, the launch of

our new AJBell website and the initiation of our

AJBell app redevelopment project. To further

support staff confidence in investing, we also

delivered a series of ‘Investing for Beginners’

webinars.

AJBell plc Annual Report and Accounts 2025

Responsible business

Staff events

At AJBell we recognise the importance of social

connections, so we deliver an active calendar of

staff events. This year over 900 staff joined us

across Manchester and London for our Christmas

party, with other social events across the year

including our monthly staff socials and summer

parties, as well as bespoke activities throughout

the year to celebrate key events.

Internal events

Visibility of leadership and open communication

remain central to our culture. We deliver a range

of internal engagement initiatives to keep

colleagues informed and connected to our

strategy, which includes monthly leadership

breakfasts, live Q&A sessions with the CEO,

andvideo interviews with Executive Committee

members. These channels promote transparency,

strengthen alignment with our business objectives,

and ensure leaders remain accessible and

accountable across the organisation. Managers

are invited to join our Annual Leaders’ Conference,

providing the opportunity to celebrate our

teams’ achievements in the year and hear from

senior leadership regarding our future strategy.

Talent management

The quality of our people and building a robust

and diverse talent pipeline for the future are

essential to delivering our long-term growth

strategy. Our aim, therefore, is to attract and

retain talent across the business and provide

them with opportunities for personal growth

that will help us to deliver our goals and them

tofulfil their potential.

The talent management framework is central

toAJBell’s People Strategy. Our framework

isaset of activities and processes designed

toensure we build and maintain our capacity

todeliver on our strategic objectives, whilst

alsoproviding staff with valuable career

development opportunities.

We recognise the key role that professional

qualifications can play in their personal growth

and career progression, and we offer paid study

support for professional examinations and

qualifications accredited by external awarding

bodies.

Our Ofsted-rated (Outstanding) Talent

Development Programmes, launched in 2019,

provide structured pathways for leadership

growth through three levels, Activate, Accelerate

and Advance, supporting employees at every

stage of their career journey. Completion of the

programmes also provides eligibility for

membership with the Chartered Management

Institute, recognising the professional standard

of our leadership development. This year

marked the graduation of our first Advance

cohort, a key milestone in our leadership

development journey.

Our Learning & Development Team was also

recognised nationally, winning Team of the

Year(1,000+ employees) at the British Training

Awards for its comprehensive and collaborative

approach to learning, reflecting our strong

culture of continuous improvement and

investment in our people.

A big part of our culture at AJBell is the support

and emphasis we place on personal growth and

career progression. We love to see staff grow

their careers with us, so we are proud that last

year 197 staff successfully secured an internal

promotion.

Apprenticeships

This year, we welcomed 17 new apprentices

tothe AJBell Academy split across Investment

Operations Specialist apprenticeship and User

Experience degree apprenticeship programmes.

These learners have the opportunity to gain

experience across our Customer Services,

Operations and Investments Teams while

working towards their Chartered Institute for

Securities & Investment qualification and BSc

inDigital UX in partnership with Manchester

Metropolitan University.

Hackathon

During the year we hosted two

‘Hackathon’ events where employees

across the business were invited to

collaborate and develop innovative

solutions that address specific business

challenges.

This year’s Hackathons focused on

harnessing the potential of generative

artificial intelligence (GenAI) to enhance

customer experiences, while driving

greater efficiency across our operations.

Nearly 100 engineers across our Manchester,

London and Bristol offices came together

in 29 teams to explore innovative ways

thatGenAI could be used to help redefine

the way we work. The event showcased

exceptional creativity andcollaboration,

resulting in 10 standout concepts shortlisted

and pitched to a judging panel. Four of

these ideas were then selected by the

Executive Committee to be presented

tothe Board, highlighting the exciting

opportunities this technology offers to

remove complexity for our customers

andadvisers. We will use these concepts

to inspire future customer-facing

solutions.

Annual Report and Accounts 2025 AJBell plc

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Responsible business

We also offer a Digital and Technology Solutions

degree apprenticeship, delivered in partnership

with Manchester Metropolitan University, and this

year, we celebrated the graduation of our first

cohort of apprentices. The four-year programme

enables apprentices within our Technology

Services Team to gain hands-on experience

whilestudying for a BSc in Digital Technology

Solutions. Apprentices specialise in areas such

assoftware engineering, data analysis, cyber

security analysis, or IT consultancy, building

valuable skills that support both their personal

development and AJBell’s digital growth.

Externally, we continue to champion emerging

talent through initiatives such as the AJBell

Technology Award, in partnership with the

University of Salford. The award is presented to

outstanding Computer Science and Software

Engineering students, reinforcing our

commitment to developing the next generation

of tech leaders.

Diversity and inclusion

At AJBell, we are committed to building a

diverse and inclusive workplace where everyone

feels valued, respected, and empowered to

succeed. Our diversity and inclusion (D&I)

framework, now in its third year, aligns with

TheAJBell Way and supports the FCA’s wider

aim for financial services firms to meet the diverse

needs of their customers. It is built around four

key components that guide all D&I activity

across the business and ensure we continue

toembed inclusion into everything we do.

We are proud to have met the targets set by both

the FTSE Women Leaders Review and the Parker

Review, with over 50% female representation on

our Board, including both our Chair and Senior

Independent Director. In the latest FTSE Women

Leaders Review, AJBell was ranked fourth

among FTSE 250 companies for female

representation and year-on-year progress.

Our focus on developing internal talent remains

strong, with nearly 200 internal promotions

during the year and an ongoing commitment

tosupporting women and underrepresented

groups through leadership programmes,

succession planning and initiatives such as our

Talent Networking events. Our early careers

programme also continues to diversify our

talent pipeline, with this year’s apprenticeship

intake being our most diverse to date.

Female representation in technology roles has

risen to 20%, supported by initiatives such as

ouraward-winning Tech Returners programme,

which helps those returning to the sector after

acareer break. 75% of those in the programme

are women. We are delighted that the programme

won the 2024 In-house Recruitment Award for

Tech Hiring, recognising our inclusive

recruitment approach.

Our latest Gender Pay Report highlights our

ongoing commitment to promoting gender

balance. We are encouraged by the continued

improvement in our mean and median gender

pay and bonus gaps, positioning us well

amongst peers in the platform sector. We

remain confident that men and women are paid

equally for equivalent roles across our business.

We are dedicated to maintaining this standard

aswe continue to make progress through

gender-inclusive recruitment, promotion

andreward practices.

Diversity initiatives

Our ongoing commitment to diversity and

inclusion was recognised at the Professional

Adviser Awards, which resulted in AJBell being

shortlisted for Best D&I Initiative for our Luminary

and Connect events. Luminary promotes gender

diversity and celebrates women’s voices through

motivational and educational sessions, while

Connect supports paraplanners with professional

development and networking opportunities.

Through our Money Matters campaign,

wecontinue to champion female financial

empowerment. Ahead of International Women’s

Day, the team launched a new report on the

gender ISA gap at the House of Lords, supported

by a programme of activities across the business

including wellbeing sessions, networking events

and a staff panel exploring representation and

inclusion.

Our ongoing focus on diversity in recruitment

aims to attract a broad range of candidates to

our vacancies, including advertising on a range

of job boards and getting involved with initiatives

such as DigitalHer for technology roles.

Cognitive diversity

Our D&I framework also focuses on cognitive

diversity, the diversity of thought, with the aim

of maximising the benefits of a cognitively-

diverse leadership team. We believe that

diversity of thought can increase team

performance, bringing together different

perspectives to improve the way that

challengesand opportunities are addressed.

In our latest Great Place to Work

survey,

wealso added new questions to assess how

diversity of thought is supported across teams.

The results were positive and will inform further

action to enhance inclusive thinking across the

business.

Inclusive practices and policies

At AJBell, we are dedicated to creating a fair

and inclusive workplace that values diversity

andempowers every employee to thrive.

Thisyear, we refreshed our Diversity, Equality

and Inclusion (DE&I) Policy and launched a

newe-learning module on inclusive behaviours,

rolled out to all employees.

National Apprenticeship Week

We celebrated National Apprenticeship Week

with our annual open day, welcoming over

60 students from across the region to learn

about our apprenticeship programmes and

life at AJBell. The week also provided an

opportunity to recognise the valuable

contribution our apprentices make to the

business and the important role they play in

developing future talent across our industry.

AJBell plc Annual Report and Accounts 2025

Our workforce as at 30 September 2025

Total number of employees 2025

1,550

2024: 1,460

Gender

Male Female

Board of Directors

(4) 44% (5) 56%

2024: (5) 50% / (5) 50%

Other senior management

(21) 70% (9) 30%

2024: (17) 71% / (7) 29%

Total employees

(943) 61% (607) 39%

2024: (881) 60% / (579) 40%

UK benchmark

49% 51%

2024: 49% / 51%

Ethnicity

White All other ethnic groups

Board of Directors

(8) 89%

(1)

11%

2024: (9) 90% / (1) 10%

Other senior management

(24) 89%

(3)

11%

2024: (18) 82% / (4) 18%

Total employees

(1,184) 80% (291) 20%

2024: (1,135) 81% / (258) 19%

UK benchmark

81% 19%

2024: 81% / 19%

1 Additional employee data is provided within note 7 to the consolidated financial statements, which shows the average

position during the year.

2 Other senior management is defined as an employee who has responsibility for planning, direction or controlling

theactivities of the Group, or a strategically significant part of the Group, other than the Board of Directors.

3 Ethnicity data has not been disclosed by 5% of employees.

4 Gender and ethnicity benchmark data is as per the UK (2021) census.

Responsible business

We aim to build a diverse pool of candidates for

internal development programmes and

enhanced succession planning by identifying

diverse talent for senior roles, aligning with our

commitment to equitable representation.

AJBell’s dedication to diversity, equity and

inclusion is embedded in our policies, ensuring

a fair and inclusive workplace where

discrimination and unequal treatment are not

tolerated.

To support these efforts, all employees receive

comprehensive training on equality and

inclusion as part of their onboarding and

ongoing regular communications via The

Exchange, our internal communications

platform.

DE&I Ambassadors

Our DE&I Ambassadors continue to play a key

role in promoting inclusion across AJBell. This

year, they hosted monthly sessions focused on

allyship, providing opportunities for employees

to share experiences and learn how to support

one another. They also led engagement around

events such as Black History Month, Pride and

UK Disability History Month.

Inclusive leadership and behaviour

We recognise the importance of demonstrating

inclusive behaviours from the top down to

strengthen our inclusive culture, ensuring that

senior management are strong advocates of

theframework.

Following the success of last year’s Inclusive

Leadership training for managers, we extended

the programme in 2025 to include training for

all team leaders. The sessions focused on

creating psychological safety, understanding

cognitive bias and leading inclusively. Feedback

from participants has been extremely positive,

and we have seen the effects of continual

workplace improvements in our Great Place

toWork

survey scores. 99% of our employees

regard AJBell as a physically safe place to work,

in addition to 98% and 97% of our people feeling

that they are treated fairly regardless of their

sexual orientation or race respectively, which

reflects our highly inclusive culture across

AJBell.

Whistleblowing

At AJBell, we are committed to maintaining a

culture of openness, integrity and accountability.

Our whistleblowing framework encourages

employees to speak up if they have concerns

about wrongdoing or the concealment of

wrongdoing observed in the course of their work.

Disclosures are taken seriously and handled with

confidentiality, and staff can feel assured they

will not face victimisation for raising concerns,

with safeguards in place to protect whistleblowers

from retaliation or being otherwise disadvantaged.

Whistleblowing is viewed positively across the

business and is embedded through regular

training as part ofinduction and development

programmes. Oversight of the framework is

provided by the Audit Committee, with the Chair

of the Committee, Eamonn Flanagan, appointed

as Whistleblowing Champion, toensure integrity,

effectiveness andindependence are maintained.

Annual Report and Accounts 2025 AJBell plc

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Other information

Strategic report

Human rights and modernslaverystatement

We have a zero-tolerance approach to

modern slavery, and we are committed

toacting ethically and with integrity in all

ourbusiness dealings and relationships.

Thisapproach applies to our own business,

all persons working for us or on our behalf

inany capacity and all our supply chains.

Weimplement and enforce collective

systems and controls to ensure modern

slavery is not taking place.

We are committed to ensuring there is

transparency in our own business and in

ourapproach to tackling modern slavery

throughout our supply chains, consistent

with our disclosure obligations under the

Modern Slavery Act 2015. We expect the

same high standards from all our contractors,

suppliers and other business partners.

We provide mandatory training for staff with

procurement responsibilities, as well as those

in our HR and Risk Departments, to ensure

that they understand and can spot the signs

of modern slavery and human trafficking.

Allother staff have the opportunity to enrol

on the training voluntarily.

Our Recruitment Policy includes conducting

‘eligibility to work’ checks for all staff as a

control against human trafficking. The AJBell

Group Anti-Slavery Policy is referenced in our

Employee Handbook. The handbook forms

part of employee terms and conditions,

Anti-bribery and corruptionstatement

AJBell Group’s policy is to conduct all our

business in an honest and ethical manner

with zero tolerance for bribery and corrupt

activities. We are committed to acting

professionally, fairly and with integrity in

allbusiness dealings and relationships.

We comply with all anti-bribery laws,

including the UK Bribery Act 2010, and adopt

best practices outlined by the Joint Money

Laundering Steering Group (JMLSG) and the

FCA’s Financial Crime Guide.

AJBell provides training on this policy as part

ofthe induction process for all new employees.

AJBell’s zero tolerance attitude is clearly

communicated to all suppliers, contractors,

business partners and external parties at the

outset of our business relationship with them

and as appropriate thereafter.

Promoting health and wellbeing

We are committed to supporting the health and

wellbeing of our people and provide a range of

facilities and initiatives to promote a healthy,

active lifestyle. Our on-site gym at EQ4 offers

Manchester-based staff free access to high-

quality facilities, including cardio and strength

equipment, group classes, and personal training.

We also offer discounted local gym memberships

for our London and Bristol employees.

Additional wellbeing programmes include

transformation health programmes, quarterly

health MOTs and massage therapy delivered by

qualified physiotherapists. We also run initiatives

such as our Run Club and heart health sessions,

including CPR training in partnership with British

Heart Foundation.

As title sponsor of the AJBell Great Run Series,

we are delighted to offer our staff free entry to

an event of their choice. It was pleasing to see

over 224 of our staff take part in the Great Run

events, which bring both physical and mental

wellbeing benefits, as well as many others

volunteering to support runners and charity

partners on race days.

We continue to promote good mental wellbeing

through a range of support mechanisms,

including our trained Wellbeing Ambassadors,

andflexible working options. Our Wellbeing

Ambassadors in Manchester and London are

trained in mental health first aid to recognise when

someone may need support and to provide an

initial point of contact. We also offer an Employee

Assistance Programme (EAP), which gives our

people access to independent confidential

advice and support should they need it.

We also offer a staff health plan which helps

employees to manage everyday health costs

such as dental, optical and physiotherapy

expenses. This benefit supports our commitment

to helping staff maintain good health and

wellbeing, both inside and outside of work.

Responsible business

AJBell plc Annual Report and Accounts 2025

Our commitment to build strong connections

with the communities in which we operate is

embedded within the Group’s capital allocation

framework, which includes an annual

contribution of 0.5% of profit before tax to local

charitable causes. We deliver this through the

work of the AJBell Futures Foundation, which

is≈entirely funded by the Group, as well as

empowering our people to give back through

paid volunteering leave, enabling them to share

their time, skills and expertise with local causes.

AJBell Futures Foundation

The AJBell Futures Foundation was established

to create long-term impact in communities by

supporting initiatives that improve education,

social mobility, and overall wellbeing.

The Foundation receives funding from AJBell

annually, which is distributed to selected

charitable organisations, education providers and

community projects. They provide opportunities

for people facing disadvantage to find a path to

financial security and invest in their futures.

This year we celebrated the Foundation

surpassing the milestone of donating over

£1million since its launch in 2023, with over

£150,000 directed to staff-nominated causes –

from local, grassroot causes to large national

charities. These are the charitable initiatives that

matter to our people, as highlighted in our Great

Place to Work

survey. The Foundation is proof

that when we combine company resources with

the passions of our people, we can make a

meaningful difference in our communities.

During the year, we have enhanced staff

engagement with the Foundation, welcoming

three new trustees. The Trustee board is

comprised of members of the Executive

Committee, as well as employees who have

been elected following an application process.

Staff-nominated causes

Alongside these donations, the Foundation awards

approximately 10% of its annual donations to

discretionary causes and charitable organisations

nominated directly by our employees. These

arewide ranging in nature, from supporting

local sports clubs in disadvantaged areas to

large national charities, all aligning with the

Foundation’s objective of helping people build

brighter futures. It has been pleasing to see

stafftaking up this unique opportunity and

asaresult over £74,000 has been donated

tostaff-nominated causes in the year, more

thandouble the donations made in prior year.

Staff volunteering

We promote a culture that encourages our

staffto create lasting value in our communities.

Our employees have consistently demonstrated

their dedication to giving back through

volunteering and charitable activities.

We are committed to bridging the digital divide

in our community and this year we refurbished

and donated 290 laptops and mobile devices

tolocal schools, groups and organisations,

enhancing access to technology for those

whoneed it most.

We invited local primary schools to visit AJBell,

providing an insight into STEM careers following

an engaging Q&A with our apprentices. We also

continued our Christmas toy appeal in

partnership with Cash for Kids, with staff

donating toys and our latest cohort of

apprentices helping to prepare donations for

distribution to local families in need.

Furthermore, AJBell’s Learning and

Development (L&D) Team continued to support

the mentoring programme for IntoUniversity

and Smart Works managers, providing an

opportunity for reflection through a mentoring

relationship with an experienced manager

outside of the charity.

Responsible business

Strategy

We are active members of our local

communities. We are committed to

having a positive impact through

engagement and participation whilst

ensuring we operate in a fair and

transparent manner.

Why it is important

We have a strong social conscience

and are committed to making a

positive contribution to the

communities in which we operate.

Who it impacts

Local communities, shareholders

2025 highlights

• Partnered with four principal charity

partners through the AJBell Futures

Foundation

• Raised £993k for our Great Run

Series charity partner, the British

Heart Foundation

UN SDG targets

3.8

4.4

5.5

10.2

Supporting

our local

communities

At AJBell, we are committed

tobuilding strong connections

with the communities in which

we operate, and we take pride

insupporting projects that create

alasting positive impact.

Annual Report and Accounts 2025 AJBell plc

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Other partnerships

During the year, we developed a number of

newpartnerships that reflect our commitment

to supporting local communities and creating

opportunities for people facing disadvantages.

We partnered with the Little Green Sock Project

(LGSP), a grassroots charity that redistributes

essential baby and children’s items donated by

the community to families in need. A team of

AJBell employees supported the charity by

helping to unpack and set up its new warehouse,

and we were proud to be among the first

volunteer groups to do so. This milestone

wasmade possible after LGSP secured funding

through its “Save Our Baby Bank” campaign,

which included a £20,000 donation from the

AJBell Futures Foundation.

We also supported DigitalHer, a programme

designed to inspire and equip women and girls

to pursue careers in digital and technology.

Through industry insight sessions and networking

opportunities, the initiative helps to break down

barriers, broaden aspirations and promote

greater gender diversity in the sector.

Our collaboration with the University of Salford

continues to grow through two key initiatives.

The Journalism Award, funded by the AJBell

Futures Foundation, supports undergraduate

journalism students by awarding a cash prize

and publication opportunity in Shares magazine.

Additionally, the AJBell Technology Awards

recognise outstanding computer science

students, with winners receiving a cash prize to

support their academic pursuits. These initiatives

reflect AJBell’s commitment to fostering talent

and giving back to the community.

Principal charity partners

The Foundation continued its partnership with its four Principal Charity Partners:

Smart Works, IntoUniversity, Stop.Breathe.Think. and British Heart Foundation.

As we look to the future, weare excited to build on new partnership opportunities

and broadening our impact on charitable initiatives.

Smart Works

We are proud to continue our partnership with

SmartWorks, a charity that helps women secure

employment by providing professional attire and

interview coaching. As a result of our donations,

over12,000 women were supported nationwide

during the year across 11 Smart Works centres, an

uplift on the number of women supported in the prior year by

14%. AsSmart Works Greater Manchester celebrates 10 years,

there has been fantastic year-on-year growth, and we are

delighted to have supported 784 women at the centre as part

ofour partnership inthe year. In collaboration with our Money

Matters campaign, we are proud to have built on our shared

mission to help women overcome barriers to employment

andachieve greater financial independence, including a feature

inourpodcast series and social media activity.

IntoUniversity

We are pleased to extend our

partnership with IntoUniversity,

a charity that supports young

people facing disadvantages to achieve their potential and pursue

higher education. Over 23,500 students were supported through

the Future Pathways Programme during the year – 739 of which

were fully funded directly by our donation. It has been great to

see so many of our staff engage with the charity in the year,

delivering career-focused workshops, which provided an

opportunity for IntoUniversity students to hear from AJBell staff

and discuss their future career paths. To address the growing

demand for IntoUniversity services in the North, we also

supported the launch of the new Gateshead centre in the year,

toserve as a legacy of the AJBell Great North Run 2025.

British Heart Foundation

In addition to working alongside British

Heart Foundation (BHF) as the official

charity partner of the AJBell Great Run

Series, we are delighted to continue our

support of the BHF through our partnership with the Foundation.

February marked the return of BHF’s Heart Month, a period where

more than 32,500 people completed life-saving CPR training

through the RevivR app – well above the original target of 20,000.

Our staff were also keen to engage with the initiative, with many

attending training sessions delivered at our Manchester head office.

We are proud to have funded 120 defibrillators for communities

across the UK, exceeding our target of 105. Employees were

encouraged to invite their local communities to apply for a

defibrillator if they were eligible for the programme, with

defibrillators being placed where they could have the

greatestimpact.

Stop.Breathe.Think.

Stop.Breathe.Think. (SBT) is a virtual mental health

service, providing access to free and confidential

one-to-one counselling sessions for children and

young people aged 8 to 21. Following the introduction

of a new service launched in London, donations

fromthe Foundation have directly funded six or more

50-minute counselling sessions for 558 children and

young people, free of charge, across Manchester and London

regions. During the year, we visited a high school in Southport to

hear first-hand about the impact of SBT, which has become a core

part of the school’s wellbeing provision. It was inspiring to hearhow

the service is helping pupils build resilience and develop confidence

in their future aspirations.

AJBell plc Annual Report and Accounts 2025

AJBell Great Run Series

This year marked our third year as proud title

sponsor of the Great Run Series. The Great

Runs are a renowned series of running events

across the UK that have been instrumental in

encouraging people of all ages and abilities

to enjoy an active lifestyle.

In 2025, over 219,000 people took part in the

runs across the country, raising an estimated

£25 million for a wide range of charities.

TheAJBell Great North Run 2025 was the

biggest Great Run event to date, with over

74,000 participants taking part in events

across the weekend, including the world’s

largest half marathon, with full coverage of

the event shown on BBC1.

We gifted complementary entries for our

charity partners to recruit runners to fundraise

for their charities, in addition to gifted Mini

and Junior Great North Run places for IU

students, which saw an additional £30,000

raised for IntoUniversity, Smart Works, Stop.

Breathe.Think. and Little Green Sock Project.

Total people taking part in the runs across

the country

219,000

Money raised for good causes (Estimated)

£25,000,000

Official charity partner

As title partner, we nominated British

Heart Foundation (BHF) to serve as the

official charity partner for the Great Run

Series 2024-25.

BHF’s mission is to fund groundbreaking

research into cardiovascular diseases,

aiming for a world where everyone has

ahealthier heart for longer. The BHF’s

purpose aligns withthe series’ focus on

physical fitness and cardiovascular health.

This partnership enables the charity to

raise vital funds while promoting heart-

healthy habits. Across the two-year

partnership, £1.85 million was raised by

participants across the run series for BHF,

all of which continues tohelp fund their

lifesaving research.

We are delighted to announce that

ournew official charity partner for

theGreat Run Series 2026-27 is the

Alzheimer’s Society. We are aiming to

raise £3.8 million across our two-year

partnership with Alzheimer’s Society and

we look forward to supporting their vital

work to help people affected by dementia,

raise awareness of the condition and fund

life-changing research, while engaging

our employees, customers and

communities in making a positive impact.

Annual Report and Accounts 2025 AJBell plc

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Other information

Strategic report

Responsible business

Taking action

This year we have commenced a refurbishment

of our Manchester head office to increase

capacity and improve hybrid working

capabilities. As part of our commitment to

meaningful climate action, we have used this as

an opportunity to implement energy efficiency

measures identified as part of our net zero

roadmap. Alongside this, we continue to

neutralise our Scope 1 and 2 emissions,

achieving carbon neutral status for the sixth

consecutive year.

We continue to operate sustainable travel

initiatives for all employees, including a public

transport season ticket loan scheme up to

£6,000 and a bike loan scheme up to £2,000.

We also use 100% renewable electricity across

all our offices and implement a responsible

waste strategy, which includes ensuring none of

the waste from our Manchester head office goes

to landfill. In March, teams across the business

took to the streets in our local communities to

litter pick as part of the Great British Spring Clean.

Alongside this, a number of our apprentices

volunteered to restore some of the gardens and

woodlands atQuarry Bank Mill. These efforts

reflect our ongoing pledge to minimise our

environmental footprint while promoting

responsible, sustainable practices throughout

our operations.

In relation to our execution-only platform, our

role is restricted to making different investment

options and information available to customers,

with the ultimate decision on responsible

investing being in the hands of the customer.

For our AJBell Funds and MPS portfolios, our

role is similarly to respond to customer appetite,

whilst providing the option for them to prioritise

responsible investing.

Operational net zero

We are committed to playing our part in the

UKGovernment’s commitment to be net zero

by2050. During the year, we have undertaken

several projects aimed at developing a detailed

net zero transition plan and assessing feasibility of

our proposed carbon reduction targets. Wehave

highlighted those significant projects below.

Net zero definition

In developing our roadmap to net zero, we

have interpreted the meaning of net zero

to be aligned with that of the guidance

issued by SBTi: “Reducing emissions by

atleast 90% and neutralising any residual

GHG emissions on an ongoing basis.”

Increasing our office energy efficiency

Our Manchester head office is the primary

contributor to our total Scope 1 and 2 emissions

and therefore is a primary focus in our net zero

roadmap. Following an energy efficiency

assessment of our office in the prior year, we

have now commenced work on a number of

technically and commercially considered asset

improvement measures that will not only reduce

our carbon footprint, but ensure we maintain

compliance with required Minimum Energy

Efficiency Standards (MEES) going forwards.

These measures include the replacement of air

handling units, installation of demand control

ventilation units and the installation of high-

efficacy LED lighting and daylight dimming

controls. By making this investment in our head

office we are estimated to deliver an annualised

energy consumption saving of over 500,000

kWh. We expect the refurbishment to complete

by the end of FY26.

Strategy

We seek to minimise waste and our

impact on the environment. We assess

the impact that climate change could

have on our business and respond to

those risks and opportunities.

Why it is important

We understand the importance of

collective action in achieving global

net zero and are dedicated to doing

our part.

Who it impacts

Customers and their advisers,

ouremployees, widersociety,

shareholders

2025 highlights

• Achieved MSCI ‘AA’ ESG rating

• Made progress against our net zero

roadmap

• Surpassed our near-term Scope 1

and 2 operational emissions target

UN SDG targets

13.2

Environmental awareness

At AJBell, we recognise the

importance of societal action to

reduce global emissions and are

committed to playing our part.

AJBell plc Annual Report and Accounts 2025

Responsible business

At our London office there is a landlord-led

decarbonisation project in place for the building,

with an action plan to achieve an EPC ‘A’ rating

by 2027. The recently refurbished Blue Fin

building operates a number of environmental

initiatives aligned with our carbon reduction

plans, such as LED lighting installation in all

common areas, a recycling strategy which

diverts 100% of waste from landfill and a

sustainable travel plan which facilitates the

useof public transport. Our Bristol office also

contributes to our carbon reduction strategy

with the building having completely removed

gas usage. Taken together, AJBell is well-

positioned to contribute to a sustainable

futureand support global net zero aspirations.

Reducing our supply chain emissions

With 90% of our total greenhouse gas emissions

attributed to spend within our supply chain in

our baseline year, engagement with our value

chain is crucial to achieving our carbon

reduction goals.

Our Sustainable Procurement Policy guides

buyers in the business to help them make more

sustainable purchasing decisions. As part of this

policy, we have also embedded sustainability-

related questions into our annual due diligence

process, reaching out to critical suppliers for

information regarding their carbon emissions

and an understanding of their decarbonisation

plans. As part of our roadmap to net zero we

plan to increase the scope of this due diligence

exercise to cover more of our key suppliers in

the future.

Our targets

When setting our target in FY24, our operational

net zero feasibility assessment concluded we

have more control over our office emissions

andthat there remains more uncertainty over

the long-term horizon given a number of key

external dependencies which are outlined on

page 49. Until we have increased confidence

over these key dependencies, we are not in a

position to commit to a long-term net zero

target. We will continue to review this position

as more data becomes available.

We have established the following near-term

carbon reduction targets:

• Reduce our Scope 1 and 2 (market-based)

emissions by at least 42% by 2030 from 2022

baseline.

• Reduce our Scope 3 emissions by at least 25%

by 2030 from 2022 baseline. This target

covers categories 1 and 2 of the GHG

Protocol categories in scope of our reporting,

which equates to 90% of our baseline Scope 3

emissions.

We plan to review these targets with a view to

aligning with the revised Science-Based Targets

initiative’s (SBTi) Corporate Net Zero Standard,

which comes into effect in 2026.

Performance vs target from

baselineyear

Following a 55% reduction in our Scope 1 and 2

emissions in the year, we have now surpassed

our near-term target, with a total reduction of

69% compared to the baseline year. This is

driven by the full year effect of all our offices

now operating on fully renewable electricity

tariffs, eliminating our Scope 2 market-based

emissions.

Our Scope 3 emissions in scope of the target

have increased 26% in the year to 6,805 tCO

(FY24: 5,383 tCO

e). This takes us 25% above

our baseline emissions and behind our near-

term Scope 3 target. The increase reflects

additional spend with our supply chain in the

year, as we continue to reinvest in our business.

This is in line with the Group’s capital allocation

framework, as part of our strategy to deliver

long-term growth. We are currently reviewing

our target methodology with a view to updating

this target to align with the SBTi’s revised

Corporate Net Zero Standard, which comes

intoeffect in 2026. This standard recognises

thelimitations of an absolute emissions target

for companies which are growing and therefore

proposes intensity-based target measures as

analternative. On an intensity basis, our total

emissions per customer have remained flat

withthe prior year.

As part of monitoring our progress against our

emissions targets, we have established a key risk

indicator (KRI) aligned to the near-term target we

directly control (Scope 1 and 2). This is monitored

in line with the existing risk management

framework outlined on pages 58 to 60.

Scope 1 and 2

tCO

2022

baseline

465

2030

target

202520242023

269

142

318

458

69%

reduction achieved in 2025

comparedtoour2022 baseline

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Other information

Strategic report

Responsible business

Our roadmap

Our roadmap sets out the steps required to reach operational net zero by 2050. We have identified steps over the near-term (before 2030) and the long-term (2030 to 2050). Our long-term activities have

been included within the roadmap to show our route to achieving net zero, however these are not yet committed actions given the key dependencies outlined on the following page.

Status key: Completed Ongoing Planned Under consideration

Scope 1 and 2

Step Activity

Annualised energy

consumption saving

(kWh)

Estimated annual

Scope1 savings

(tCO

Status

Near-term

(before 2030)

Switching to renewable

electricity tariffs

Ensure all our offices operate using traceable electricity that is 100% generated from renewable sources and backed

bythe Renewable Energy Guarantees of Origin (REGO) certification.

– –

Head office

refurbishment

We will undertake several upgrades to optimise energy efficiency across our entire Manchester office. This includes

replacement of air handling units, installation of demand control ventilation units and installation of high-efficacy LED

lighting with daylight dimming controls.

588,100 41

Long-term

(after2030)

Gas boiler

replacement

Gas-fired boilers are to be replaced with high efficiency electrical air source heat pumps capable of providing heating and

cooling. This will remove gas usage from the office in its entirety.

4 07,2 0 0 125

Refrigerant alternatives

Upgrading equipment across our building to reduce reliance on refrigerants. Where unavoidable, we will look to use

greener alternatives to refrigerants.

0 65

Building optimisations

Additional optimisations to further improve the overall performance of the building, including consideration of

enhancing the building energy management system complemented by the implementation of analytical monitoring

controls, new pump motor technology in the cold water tanks and general upgrades to key infrastructure.

42,500 5

1 Given we operate on a fully renewable energy tariff across all UK offices, the electricity consumption savings have no impact on our Scope 2 emissions under the market-based measure. Our performance against target is tracked using market-based emissions;

therefore we have presented the annual Scope 1 emissions saving only.

2 For the purposes of achieving net zero we have included these two measures as long-term activities in our roadmap, however these steps could be accelerated into the near-term if proposed changes to MEES regulations are introduced into legislation.

3 These are estimated emissions savings assuming the elimination of all residual emissions.

Scope 3

Category Steps Activity Status

Near-term

(before 2030)

1: Purchased goods

&services and

2:Capital goods

Sustainable

Procurement Policy

The implementation of a Sustainable Procurement Policy which aims to support buyers in making informed sustainability-related

decisions as part of the supplier selection process. The policy requires an annual sustainability due diligence questionnaire to

beundertaken, which is now fully embedded inthe critical supplier due diligence process.

Key supplier

engagement

Collect emissions data from our largest suppliers and encourage key suppliers to commit to their own net zero commitments,

whilstimplementing processes to monitor oursuppliers’ progress against their targets.

Long-term

(after2030)

1: Purchased goods

&services and

2:Capital goods

Ongoing supplier

engagement

Continue to collect and monitor suppliers’ emissions data and carbon reduction targets. Engage with all suppliers to ensure they

uptakecommitments and develop credible transition plans aligned with our own net zero ambition.

AJBell plc Annual Report and Accounts 2025

Responsible business

Carbon offsetting and removal

Whilst our primary focus remains on value-chain decarbonisation, we acknowledge the role carbon

offsetting plays in achieving our net zero ambitions to address unavoidable emissions. Our roadmap

currently includes investment in carbon credits as part of our beyond value chain mitigation and

wewill continue to monitor our stance on this, as best practice recommendations in the offsetting

market evolve. To ensure our offsets meet the highest standards, we only invest in carbon credit

projects which have been certified by a carbon crediting standard that is aligned with the Integrity

Council for the Voluntary Carbon Market (ICVCM) and its Core Carbon Principles (CCP).

Steps Activity Status

Near-term (before 2030)

Beyond value chain

mitigation (BVCM)

BVCM is a broader mechanism to address global

emissions by supporting initiatives that contribute to

decarbonisation efforts but fall outside of our Scope 1,

2and 3 emissions footprint. We continue to offset our

Scope 1 and 2 carbon emissions through our ongoing

relationship with Carbon Footprint Limited to select

carbon credit projects which have been certified by

acarbon crediting standard that is aligned with the

Integrity Council for the Voluntary Carbon Market

(ICVCM) and its Core Carbon Principles (CCP).

Long-term

(after 2030)

Nature-based

investments

We will invest in nature-based solutions, such

astreeplanting, to remove our residual 10% of

carbonemissions.

Carbon neutrality refers to balancing greenhouse gas emissions produced with an equivalent

amount removed or offset using verified schemes, so that net emissions equal zero. We interpret

this to mean offsetting emissions for which we are directly responsible – those categorised under

Scope 1 and Scope 2 in the Greenhouse Gas (GHG) Protocol.

Our net zero roadmap summarises our latest assessment of the steps we have identified as integral

to successfully achieving our net zero aspirations. We recognise that we are on a journey and that

our roadmap will continue to evolve as we progress through the plan.

Looking ahead

We will undertake a review to update our existing carbon reduction targets so that we arealigned

with the revised Corporate Net Zero Standard which comes into effect in 2026. Inparticular, we will

explore the use of intensity-based and alignment target measures.

FY25 offsetting: Distribution of cooking stoves in India

We have chosen to offset our Scope 1 and 2 emissions for 2024 by supporting the distribution

of improved cooking stoves in India. The project supplies efficient cookstoves to rural

households across multiple Indian states, reducing firewood consumption and emissions

whilst protecting forests, reducing deforestation and minimising soil erosion and flood risks.

By supporting this project we continue to be carbon neutral for the sixth consecutive year.

Global decarbonisation

Structural changes in key systems

and markets, such asaccess to new

energy-savingtechnologies and

decarbonisation of the nationalgrid.

Data quality

Better data availability from all

suppliers is critical to enable us

toaccurately model our future

emissions for the purpose of

reporting on target progress.

Government policy

New policies on reducing greenhouse

gas emissions and introduction

ofnew sustainability reporting

requirements will be required to

helpdeliver decarbonisation across

the valuechain.

Supplier commitments

The willingness and ability

ofsuppliers to establish

targetsanddeliver on their

climatetransition plans.

Clean tariff accessibility

Decarbonising our Scope 1 and 2

emissions requires continued access

to clean, affordable renewable

energy through direct tariffs and

availability ofREGOs.

Scope 3Scope 1 and 2

Key dependencies

Our operational net zero roadmap is forward-looking and contains a number of key assumptions that are dependent on external factors outside our control. In the development of our detailed

transition plan, we have identified both macro and supply chain factors on which we have a key dependency in order to be able to achieve our near-term scope targets.

Annual Report and Accounts 2025 AJBell plc

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Strategic report

Governance

Strategy

Risk management

Metrics

and targets

Climate-related financial disclosures

Our approach

Climate change is one of the most significant

global challenges we face today. It is a critical

issue impacting all our stakeholders and

wider society. At AJBell, we recognise the

importance of societal action to reduce

global emissions and are committed to

playing our part in the transition to a

lower-carbon economy.

We are pleased to present our fourth report

on climate-related disclosures, aligned to

theTask Force on Climate-related Financial

Disclosures (TCFD) Recommendations and

Recommended Disclosures.

During the year, we have worked on

preparing a sustainability reporting strategy

in readiness for the UK’s endorsement of the

inaugural ISSB sustainability standards, via

the UK SRS, although there is no effective

date for the standards yet in place. These

standards will build on the TCFD framework,

therefore we continue to focus on areas of

the recommended disclosures where we

were not fully consistent with TCFD in last

year’s report.

The report is structured around the four

pillars of the TCFD framework: governance,

strategy, risk management, and metrics

andtargets. Our disclosures have also been

informed by the accompanying financial

sector guidance as well as the TCFD’s

otherrelevant guidance materials.

Climate-related data and

methodological challenges

We have used climate-related data tomonitor our

exposure to identified climate-related risks, and measure

the climate-related metrics included within this report.

Our approach is to use, where possible, credible

third-party data from reputable sources (as detailed in

the report) and we have placed reliance on the accuracy

of the data provided.

We have observed gaps relating to the availability of data,

and lack of industry alignment on scenario analysis and

Scope 3 emissions calculation methodologies. We expect

to build on our experience in future iterations of this

report and strengthen metrics and methodologies.

The Group has prepared its climate-

related disclosures in accordance with

the Companies Act 2006 requirements

and aligned them, where practicable,

with the TCFD recommendations.

While certain elements – such as

detailed quantitative scenario analysis

– are provided on a qualitative basis,

management considers the disclosures

to be sufficient to meet the statutory

requirements and provide stakeholders

with a clear understanding of climate-

related risks and opportunities.

AJBell plc Annual Report and Accounts 2025

Climate-related financial disclosures

TCFD statement

As required by paragraph 8(a) of Listing Rule 6.6.6R, we set out in the table below our statement

ofconsistency with the TCFD Recommendations and Recommended Disclosures.

Where disclosures have been partially omitted, we have detailed the reasons for not including

suchdisclosures, the steps we are taking in order to be able to make those disclosures in the future,

andthetimeframe in which we expect to be able to make those disclosures.

Disclosure consistency level: Full Partial Omitted

TCFD recommendation

Disclosure

level Status

Governance: Disclose the organisation’s governance around climate-related risks and opportunities.

a) Describe the Board’s oversight

of climate-related risks and

opportunities.

We have reported how the Board and its

Committees oversee our climate-related risks

andopportunities on page 52.

b) Describe management’s role in

assessing and managing climate-

related risks and opportunities.

We have reported management’s roles and

responsibilities in assessing and managing

climate-related risks on page 52.

Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on

the organisation’s businesses, strategy and financial planning where such information is material.

a) Describe the climate-related

risks and opportunities the

organisation has identified

overthe short, medium,

andlong term.

We have disclosed the climate-related risks

identified over the short, medium, and long

termon pages 52 and 53.

We have an opportunity in the short to medium

term of continuing to develop our technology

capabilities and our physical infrastructure to drive

efficiencies and reduce our energy demand.

b) Describe the impact of climate-

related risks and opportunities

on the organisation’s businesses,

strategy, and financial planning.

We have detailed the financial impact and our

strategic response for each risk identified on

page53.

c) Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-

related scenarios, including a

2°Cor lower scenario.

We have performed scenario analysis over our

identified risks, details of which have been

disclosed on page 53.

Partial compliance is noted as we work towards

alignment with the FRC’s recommended disclosures

for strategy, specifically an analysis of resilience,

for FY26.

TCFD recommendation

Disclosure

level Status

Risk management: Disclose how the organisation identifies, assesses, and manages climate-

related risks.

a) Describe the organisation’s

processes for identifying and

assessing climate-related risks.

Our approach to the identification, assessment and

management of climate-related risks is integrated

into our Group risk management framework,

further details of which are disclosed in our

Riskmanagement report on pages 58 to 60.

b) Describe the organisation’s

processes for managing

climate-related risks.

Climate-related risks have been further integrated

into our risk framework during FY25. Climate risks

are principally considered within our strategic

execution risk category, with associated climate-

related KRI data integrated into risk reporting. This

reporting is subject to review and challenge by

Executive Risk Committee and Risk & Compliance

Committee. Further information is on page 61.

c) Describe how processes for

identifying, assessing, and

managing climate-related risks are

integrated into the organisation’s

overall risk management.

Climate-related risks are subject to annual review

by the Executive Risk Committee and Risk &

Compliance Committee. Our risk assessment

considers changes to the Group’s strategy, in

addition to changes in the external risk

environment. We review updates to the transition

pathway scenarios to determine if there any

material changes to the climate risks we have

identified.

Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate-

related risks and opportunities where such information is material.

a) Disclose the metrics used by the

organisation to assess climate-

related risks and opportunities

inline with its strategy and risk

management process.

We split our metrics by the impact of our

operations and the impact of our investments.

Wehave reported the metrics on pages 54 to 56.

b) Disclose Scope 1, Scope 2,

and,ifappropriate, Scope 3

greenhouse gas emissions,

andthe related risks.

We have disclosed our Operational Scope 1, 2

and3 emissions on page 54.

We have disclosed our AJBell Investments Scope 3

emissions for our Funds and MPS portfolios on

pages 56.

c) Describe the targets used by the

organisation to manage climate-

related risks and opportunities

andperformance against targets.

We have set operational near-term targets and

further developed our roadmap to achieving net

zero on pages 46 to 49. We will continue to assess

the feasibility of committing to longer-term net

zero targets over the next 12 months

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Strategic report

Climate-related financial disclosures

Governance

Climate governance is captured in our Responsible Business governance framework, as detailed on

page 31.

Board oversight of climate-related risks and opportunities

The Board is responsible for the conduct of our business and the development of its strategy, aswell

as promoting the long-term sustainable success of the business. This includes our strategy relating

to climate-related risks and opportunities.

The Board has delegated specific powers, duties and decision-making responsibilities to its five

main committees as set out in our Corporate Governance report on pages 77 and 78. The Risk &

Compliance Committee and Audit Committee oversee aspects of our approach to managing

climate-related risks and opportunities, as set out below.

Board committee Responsibility Activity in FY25

AJBell plc

Board

The Board is responsible for the conduct of our

business and the development of its strategy, aswell as

promoting the long-term sustainable success of the

business. This includes our strategy relating to climate-

related risks and opportunities.

• Reviewed annual

management

progress updates

onour responsible

business strategy,

including TCFD.

Risk &

Compliance

Committee

This committee is responsible for ensuring thatclimate

risk is effectively embedded in risk management

frameworks and risk reporting andunderstanding how

climate change poses athreat to the organisation.

• Reviewed climate-

related risk

assessments and

scenario analysis.

Audit

Committee

This committee is responsible for scrutinising climate-

related financial information and disclosures, applying

the same process and quality assurance methods as for

financial information.

• Reviewed

theGroup’s

TCFDdisclosures.

Further information on the activities of the Board and its committees during the year is provided in

the Governance section of this report from pages 70 to 117.

Management’s role in assessing and managing climate-related risks and opportunities

The CFO has the delegated authority from the Board to manage our ESG strategy, including our

climate-related risks and opportunities. The CFO is supported by our cross-functional ESG working

group for the consolidation of our approach and co-ordination of day-to-day activities.

In addition to review from the ESG working group, the identified climate-related risks and

opportunities are governed in line with our risk management framework, which includes review and

challenge of climate-related risk assessments and scenario analysis by the Risk Management Forum

and Executive Risk Committee ahead of being presented to the Risk & Compliance Committee. This

process takes place on an annual basis.

Relevant processes and responsibilities are embedded into our Finance, Risk and Operational functions.

Strategy

Climate-related risks and opportunities

To ensure our strategy adequately responds to climate-related risks and opportunities, we have

performed an assessment of our exposure to a range of climate-related risks and opportunities

atthe Group level, including both the physical and transitional risks of climate change.

Physical risks are caused by changes in the climate and can be event driven (acute) through the

increased frequency and severity of extreme weather events such as hurricanes or floods, or result

from longer-term shifts in climate patterns (chronic) such as rising sea levels or chronic heat waves.

Transitional risks are caused by the adjustment towards a net zero economy, which will involve

significant changes to policy, technology, law, and investor and consumer attitudes.

We assessed the risks and opportunities over the short term (5 years), medium term (10 years) and

long term (30 years).

To help inform the assessment of the identified climate-related risks and opportunities, we have

considered their potential impacts under different transition pathways using climate scenario analysis.

These scenarios are not predictions of climate-related outcomes but are used as hypothetical

scenarios to aid our understanding of the impact that climate change could have on our business.

We selected three scenarios based on those constructed by the Network for Greening the Financial

System (NGFS) (Phase IV). Many central banks, including the Bank of England, carry out assessments

based on NGFS scenarios. We have intentionally selected three contrasting scenarios; one

representing a smooth and orderly transition, one involving heightened transition risks due to a

disorderly transition, and a third which incorporates more extreme physical risks due to a lack of

climate-related policy.

Our climate scenario analysis has been primarily qualitative in nature. We view this as an iterative

process and will look to build on our assessment in future years so that it can further inform our

strategy and risk assessment.

Scenario Policy ambition Description

Net Zero

2050

1.4°C An ambitious scenario which limits global warming to 1.5°C.

Climate policies are assumed to be introduced early on, gradually

becoming more stringent.

Delayed

Transition

1.7°C This scenario assumes global emissions do not decrease until

2030. Climate policies are delayed leading to higher transition

andphysical risks than Net Zero 2050.

Current

Policies

3°C+ A scenario of low ambition assuming only those climate policies

currently implemented are made. Transition risks are not as high

asa disorderly transition but there are severe physical risks.

AJBell plc Annual Report and Accounts 2025

Climate-related financial disclosures

We have summarised each of the climate-related risks identified below, including the potential impact of these risks and our strategic response.

Our response to the risks identified also presents opportunities for the business. For example, by offering responsible investment solutions to our customers,

we can reduce the risk of falling asset values impacting our revenue, whilst also providing an opportunity to capitalise on changing consumer demand for these solutions.

Risk Definition Potential impact

Probability

Strategic response

Short

term

Medium

term

Long

term

Reputational

(Transition)

The risk that customers are

unhappywith the level of

responsible investment options

available on our platform, or the

accuracy and completeness of

product information.

The risk that customers or

stakeholders perceive that

ourresponse to climate

changeisinadequate.

Customers direct capital

toalternative platforms.

We experience reduced

customer demand for our

responsible products and

potential litigation action.

1.4°C

• We provide a wide range of sustainable investment options on our

platform, including managed investment solutions of our own which

consider ESG factors.

• We review our AJBell Investments’ responsible product literature to

ensureitcomplies with regulations, such as the Anti-Greenwashing Rule.

• We have implemented the FCA’s Sustainability Disclosure Requirements,

bothas a manufacturer and distributor, recognising the key role we

playincommunicating sustainability information to retail investors.

• We embedded the TCFD recommendations and have developed short-

term carbon reduction targets in our journey to achieve operational net

zero. We arealso assessing longer-term targets to meet our ambitions

todecarbonise.

1.7°C

3°+C

Market

(Transition)

The risk that climate change or

thetransition to a lower-carbon

economy negatively impacts the

global economy, and therefore

thevalue of assets on our platform

and in our range of managed

investment solutions.

Assets with exposure to

climate-related risks could

face reductions in value,

impacting customer returns

and our fee revenues.

1.4°C • We offer a diverse range of investments on our open-architecture

platform, allowing our customers to diversify and respond to changing

macroeconomic trends.

• We provide Morningstar’s Sustainability Rating for funds available on

ourplatform and continue to review how we can make climate-related

information available.

• We have carried out developments to provide access to sustainability

labels and SDR-related disclosures, where provided by product

manufacturers.

• AJBell Investments offers responsible investment solutions with

ESG-specificconsiderations.

1.7°C

3°+C

Policy, legal

andregulatory

(Transition)

The risk that there is a need to

comply with increasing legal,

regulatory, and disclosure

obligations.

Increased cost to the business

to meet the requirements

and / or restrictions on

product offerings.

1.4°C • Our Risk and Compliance functions conduct regular horizon

scanningandreview regulatory publications on an ongoing basis.

• We seek to comply with all climate-related regulatory requirements

through amateriality lens, ensuring cost of compliance is kept under

control.

1.7°C

3°+C

Acute & Chronic

(Physical)

The risk of longer-term changes

inclimate patterns such as flooding,

extreme weather and higher

temperatures impacting our

operations.

Increased cost to the business

due to risk of flooding at our

offices or reduced employee

productivity.

1.4°C

• Our hybrid working model provides operational resilience to the

potential impact of flooding at our offices.

1.7°C

3°+C

Probability:

Likely Possible Unlikely

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Climate-related financial disclosures

Climate-related risk exposure

Climate-related risk is not considered material to the Group, as we operate primarily as a UK-based

platform business with limited direct exposure. However, we acknowledge some indirect exposure

through the investments we offer and our supply chain. Climate-related risk therefore remains an

integral consideration within our overall Group risk management strategy. We also recognise our

obligations in relation to climate-related reporting and disclosures, in addition to the demand from

customers and advisers to obtain access to sustainable investment options.

Metrics and targets

Our climate-related metrics focus on the impact our business activities have on the environment.

We measure and report our impact in two distinct categories:

1) The impact of our operations. This is the direct and indirect impact we have on the environment

from our operations. We measure and report our key metrics – being our Scope 1, 2 and 3

greenhouse gas emissions, excluding category 15 investments, and our carbon intensity metrics

per customer and employee.

2) The impact of our investments. This is the impact we have on the environment through AJBell

Investments’ discretionary managed investment solutions. We measure and report the carbon

footprint and weighted average carbon intensity (WACI) of our discretionary AUM.

The impact of our operations

As a financial services business, our direct operational environmental impact is primarily from the

emissions generated in running our three offices in Manchester, London and Bristol, and the indirect

emissions generated in our supply chain.

Our operational CO

e emissions

The following table details the reported energy and greenhouse gas emissions data in compliance

with Streamlined Energy and Carbon Reporting (SECR) requirements.

Emissions 2025 2024

Scope 1 and 2 Tonnes ofCO

Scope 1 141 182

Scope 2 (location-based) 147 139

Scope 2 (market-based) 1 136

Total Scope 1 and 2 (market-based) 142 318

Scope 3 Tonnes ofCO

1. Purchased goods and services 6,560 5,181

2. Capital goods 245 202

3. Fuel and energy-related activities 80 75

5. Waste generated in operations – 2

6. Business travel 121 228

7. Employee commuting and working from home 1,169 1,110

8. Upstream leased assets

152 170

Total Scope 3 8,327 6,968

Total Scope 1, 2 and 3 8,469 7,28 6

Intensity per FTE (Scope 1 and 2)

0.10 0.23

Intensity per customer (Scope 1, 2 and 3) 0.013 0.013

Energy usage kWh

Energy consumption in the UK 2,210,908 2,241,984

We are pleased to report a 57% reduction in our total Scope 1 and 2 emissions intensity per FTE

inthe year as we benefitted from a full year of 100% renewable electricity tariffs across all our UK

offices, in combination with our continued focus on improving office energy efficiency.

The most significant driver of our Scope 3 emissions relates to the goods and services purchased

inour supply chain, which has seen an increase in line with our decision to reinvest in the business

as part of our strategy to achieve long-term growth.

AJBell plc Annual Report and Accounts 2025

Climate-related financial disclosures

Methodology and boundary

The Greenhouse Gas (GHG) reporting period is aligned to the financial reporting year. The methodology

used to calculate emissions is based on the financial consolidation approach, as defined in

TheGreenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).

The Group’s carbon footprint was calculated using an operational control approach. Under this

approach, all entities and associated assets over which the Group has 100% operational control

areincluded under the organisation’s Scope 1 and 2 emission categories.

All other entities, over which the Group does not have 100% operational control, such as third-party

processing sites and data centres, are included in the organisation’s Scope 3 emissions along with all

other indirect emissions associated with the organisation.

We have chosen to report our operational Scope 1 and 2 emissions per FTE, and our operational

Scope 1, 2 and 3 emissions per customer as our intensity measures. We have used these measures

as our Scope 1 and 2 emissions are primarily driven by our employees working in our offices, whilst

purchased goods and services represent 77% of our total Scope 1, 2 and 3 emissions with this spend

primarily driven by serving the needs of our customers.

Scope Category Source Calculation methodology

1 Gas Meter reads Actual consumption data is gathered from meter readings and converted using the Department for Energy Security and Net Zero

(DESNZ) 2025 emission conversion factors.

Other fuels Estimate Actual consumption data has been gathered from meter readings for nine months of the year. The final three months’ usage has

been estimated on a pro-rata basis. The total consumption has been converted using DESNZ (2025) emission conversion factors.

Refrigerant gas Servicing reports Actual consumption data is gathered from servicing reports during the period, which details top up of refrigerants by refrigerant type.

2 Electricity

(location-based)

Meter reads Actual consumption data is gathered from meter readings and converted using DESNZ (2025) emission conversion factors.

Electricity

(market-based)

Meter reads We collect Renewable Electricity Guarantees of Origin (REGO) certificates for those offices on renewable tariffs. Any consumption

under these agreements is determined to carry nil emissions during the period covered by the tariff. For those offices not operating

on renewable energy tariffs during the reporting period, a residual energy emissions factor has been used based on UK Government

emission conversion factors.

3 1: Purchased goods

&services and

2:Capital goods

Actual supplier spend during

theperiod (excluding any

spendrelating to activities

already accounted for in

othercategories)

Where available, we use actual supplier emissions data from most recent published company sustainability reports. Data gaps were

supplemented using industry average emissions contained within the Small World Environmentally Extended Input Output database

across total spend in the year. The supplier-specific data accounted for 43% of our total spend during the period. We expect the

proportion of actual supplier data used in this calculation to increase each year as more of our suppliers start to report externally

ontheir emissions.

3: Fuel and energy-

related activities

Scope 1 and 2 consumption data We apply a Well-To-Tank (WTT) emissions factor, obtained from the DESNZ (2025) database, to our Scope 1 and 2 consumption.

5: Waste generated

inoperations

Estimated based on WRAP

Wastebenchmark

Waste generation is calculated using actual waste output recorded at both our London and Manchester offices, which is then

extrapolated on an FTE basis for the Bristol office. We then apply the applicable DESNZ (2025) waste disposal and treatment emission

factors by weight of waste.

6: Business travel Actual spend and expensed

mileage data

We use both spend-based and actual expense report data to calculate our business travel emissions. Spend data is converted to

emissions using industry averages. The relevant DESNZ (2025) emission conversion factors are then applied to each type of business

travel expense.

7: Employee commuting

and working from home

Employee survey We collected data from staff on their home working and travel arrangements as part of an employee sustainability survey and have

combined this with the latest publicly available DESNZ (2025) emission conversion factors to estimate the emissions.

8: Upstream leased

assets

Monthly electricity bills Monthly electricity bill data is collected from the building manager and the latest publicly available DESNZ (2025) emission

conversion factors have been applied.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Climate-related financial disclosures

Critical to good reporting is a well-defined reporting boundary. We have reviewed the boundary for

our operational GHG emissions reporting to ensure it remains appropriate. During the year,

following a review of our electricity consumption data at our Manchester head office, we identified

consumption data relating to landlord common areas. We do not control the purchase of electricity

in these areas and therefore, in accordance with our operational control methodology, have

identified emissions from this source as indirect (Scope 3). We have categorised these emissions

under category 8, being emissions produced from leased assets. We have considered the following

Scope 3 categories to be out of the boundary of our reporting:

• 4. Upstream transportation and distribution – included in category 1, purchased goods and

services.

• 9 – 14. Downstream categories – we do not produce and distribute physical goods or operate

any franchises.

We have reported the impact of our discretionary managed investment solutions, which are

categorised under Scope 3 category 15 under the GHG Protocol, in the following section.

The impact of our investments

We utilise the WACI and carbon footprint as the key metrics for measuring the impact of our AJBell

Investments Funds and MPS on the environment. We use these metrics as they represent our

portfolio’s exposure to carbon-intensive companies. WACI provides information on the level of

Scope 1 and 2 emissions within our Funds and MPSs per million USD of revenue that is generated by

theunderlying entities. Carbon footprint represents the share of Scope 1 and 2 emissions generated

by underlying holdings per million USD that is invested in our Funds and MPS.

Scope 3 emissions are not included in our calculations as we are not confident in the data coverage.

We will continue to review our approach to this as data availability improves, with a view to including

Scope 3 emissions in the calculation in the future.

Our investments’ carbon footprint emissions

Product

2025

Tonnes of

e per $m

AUM

2024

Tonnes of

e per $m

AUM

AJBell Funds 48 74

MPS 48 61

Our investments’ carbon intensity (WACI)

Product

2025

Tonnes of

e per $m

revenue

2024

Tonnes of

e per $m

revenue

AJBell Funds 101 147

MPS 111 133

Coverage of assets

Product

2025

% Total AUM

2024

% Total AUM

AJBell Funds 88% 85%

MPS 82% 83%

Access to reliable climate-related data covering all underlying holdings is an industry-wide

challenge. In calculating our footprint and WACI, we currently have some gaps, such as emissions

from sovereign bonds. Therefore we have reported a coverage percentage which represents the

proportion of total assets within our Funds and MPS for which we have sourced the required data,

and which are included within our calculation. We will continue to monitor industry-wide

developments for an aligned approach to quantifying sovereign bonds’ financed emissions.

We are pleased to report a reduction in our carbon footprint and WACI across our AJBell Funds

andMPS during the year, reflecting the integration of ESG into our investment management outlined

on page 35. Going forwards, we aim to continue to increase the coverage of our financed emissions

reporting through improvements to our data collection process.

Methodology and boundary

We have defined our methodology in line with the Partnership for Carbon Accounting Financials

(PCAF), the global emissions standard for the financial industry as recommended by the TCFD

supplemental guidance for asset managers. In line with the standard, we have performed our

calculation using the enterprise value including cash (EVIC) methodology.

We have sourced the relevant emissions data at the fund level from MSCI One, aligned to the way

inwhich our funds are managed. MSCI collects reported emissions data once per year from the

most recent corporate sources. When companies do not disclose data, or where an underlying

equity’s emissions are not aligned with GHG Protocol framework or do not represent emissions

across all its geographies and operations, MSCI ESG Research uses proprietary Scope 1 and 2

carbon emissions estimation models to derive the data. Due to the volume of data, it is not practical

to undertake an independent verification of MSCI’s data. We have therefore placed reliance on the

accuracy of data provided by MSCI for the purposes of the calculation.

The calculation is based on our portfolio asset allocation as at 30 September 2025. Due to data

limitations, where we have gaps, we reweight our portfolio to 100%.

Investments net zero

We will continue to monitor the development of net zero standards for financial institutions and

seek to understand the impact of net zero on our investments business as the business continues

togrow.

AJBell plc Annual Report and Accounts 2025

Non-financial and sustainability information statement

We aim to comply with all areas of the Non-Financial Reporting requirements contained within

sections 414CA and 414CB of the Companies Act 2006. Information regarding non-financial

matters is included throughout our Strategic report and the following table summarises the

policiesand outcomes together with references to where further information can be found.

Reporting requirement Some of our relevant policies and standards

Where to read

morein this report

about our impact Pages

Environmental

matters

• Sustainable Procurement Policy Environmental

awareness

46-49

Employees

• Employee Handbook

• Health and Safety Policy

• Equality, Diversity and Inclusion Policy

• Recruitment and Selection Policy

• Hybrid Working Policy

• General Remuneration Policy

• Whistleblowing Policy

• Safeguarding and Prevent Policy

Responsible

employer

37-42

Social

• Treating Customers Fairly

• Charitable Giving in the

Community Policy

Supporting

ourlocal

communities

43-45

Human rights

• Anti-Slavery Policy Human rights and

modern slavery

Anti-corruption

andanti-bribery

• Anti-Bribery and Corruption Policy

• Anti-Money Laundering Policy

• Gifts and Hospitality Policy

• Market Abuse Policy

Anti-bribery

andcorruption

Climate-related

financial disclosures

• TCFD report Climate-related

financial

disclosures

50-56

Additional information

Where to read

morein this report Pages

Business model

Our business

model 11

Principal risks and how they are managed

Principal risks

anduncertainties

61-67

Non-financial KPIs

Key performance

indicators 18-19

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Risk management

The Group operates in a dynamic risk

environment, with this year’s landscape shaped

by a variety of factors, including economic,

political, and geopolitical uncertainties. Certain

constants persist, including the need to adapt to

regulatory changes and consistently uphold the

comprehensive standards of the Consumer Duty.

As the Group continues to grow and mature,

ourrisk management remains proportionate to

our business’s nature and complexity, focusing

on continuous improvement. This year, we’ve

strengthened our risk management framework

to improve risk understanding and controls,

supporting sustainable growth and strategic

objectives.

Risk strategy

The GRMF supports the integration of risk

management into strategic planning, capital

andliquidity planning, and day-to-day decision-

making, seeking to operate within the boundaries

established through our risk appetite framework.

This ensures alignment between our strategic

ambitions and our associated appetite towards

taking risk, allowing us to make risk-informed

decisions when creating enhancements to our

internal control environment.

Through our Internal Capital Adequacy

andRiskAssessment (ICARA) process, we

assessrisks faced by the business, including

throughscenario analysis and stress testing.

Thissupports our determination of the level

ofcapital and liquidity held by the Group to

meetour Own Funds Threshold requirement.

Effective risk management approach

Group risk management framework

Effective risk management is inherent in everything we do as an organisation and enables

informed decision-making to align with our purpose of helping people invest. Our Group Risk

Management Framework (GRMF) enables us to take calculated risks to achieve strategic goals,

providing a structured approach to identify, assess, and manage risks across the Group, in

accordance with our defined risk appetite. It can be summarised by the following diagram.

Risk management process

Risk strategy

Risk appetite

Business strategy

(PS&P)

Capital and

liquidityplanning

Risk governance

structure

3LOD model

Risk management

principles

Continuous improvement

Risk culture

Identify

Report Assess

Monitor Manage

We have embedded a culture

ofintelligent risk awareness,

empowering teams to own risk

decisions aligned to risk appetite –

supporting resilience, sustainable

growth and good customer

outcomes.”

Karen Goodman

Chief Risk Officer

AJBell plc Annual Report and Accounts 2025

Risk management

TheICARA process is subject to a robust

governance process, ensuring effective

challenge relating to the Group’s assessment

ofpotential harm scenarios.

Risk governance

The Board is the governing body of AJBell plc

and maintains ultimate responsibility for risk

governance throughout the Group. Each year

the Board reviews and approves the Group’s risk

taxonomy and the corresponding set of risk

appetite statements, ensuring they remain

aligned with the Group’s strategic objectives

andthe evolving risk landscape.

Under delegated authority, the Risk & Compliance

Committee (RCC) is responsible for providing

focused support and advice on risk governance

matters, overseeing the risk exposures of the

Group. RCC’s responsibilities also include

approval of the GRMF and oversight and

challenge of the day-to-day risk management

oversight arrangements of ExCo.

The Executive Risk Committee (ERC) is a

sub-committee of ExCo, the management group

ofAJBell plc. The ERC is responsible for making

decisions, overseeing and providing guidance

inrelation to risk-taking across the group. ERC

provides assurance to ExCo and the Board that

the Group continues to operate within its agreed

risk appetite in pursuit of its strategic objectives.

Departmental Risk Forums provide individual

business areas with focused oversight of local risk

management activities, ensuring the application

ofrisk management practices is consistent with

the GRMF.

The Group’s Chief Risk Officer (CRO) has

unfettered access to all business areas, in

addition to the RCC and the Chair of the Board.

The Head of Internal Audit reports directly to the

Chair of the Audit Committee allowing them to

remain independent.

Risk management principles

We promote a set of risk principles which

underpins the effective application of the

GRMF. These can be summarised as follows:

1. Governance and ‘tone from the top’

Clear accountability and ownership of risks,

withindependence of the second and third lines,

consistent with the three lines of defence model.

Engagement from senior management to ensure

values and behaviours are communicated and

embedded at all levels.

2. Integrated risk management

Risk management is an integral part of all

organisational activities, embedded in strategic

planning and day-to-day decision-making, including

the prioritisation of resources. This supports

abalanced and informed assessment between

riskand reward, supporting the development

ofefficiency within our control environment.

3. Risk culture

A risk-aware and risk-engaged culture is fostered

throughout the organisation, with common

acceptance of the importance of the continuous

management of risk. There is a transparent and

timely flow of risk information, which enables open

communication and learning.

4. Data-driven

Historical, current and forecast data is fundamental

to informing our risk management activities on a

forward-looking basis. We recognise limitations

and uncertainties inherent in risk data, reporting

information in a clear and timely manner.

5. Risk management processes

The proactive identification and assessment

ofrisksshould inform our response to risk and

support prioritisation of how risks are managed.

Board

Governing body of AJBell plc

Risk governance

line of defence

All business areas

(risk ownership

andmanagement)

Identify, assess, own

andmanage risks

Implement and maintain

effective internal controls

line of defence

Risk and compliance

(independent

riskoversight)

line of defence

Internal Audit

(independent

riskassurance)

Risk & Compliance Committee Audit Committee

Executive Risk Committee

Departmental Risk Forum

Provide risk management

framework, overseeing

and challenging

compliance

Review and challenge

first line risk management

activities

Report on risk profile

relative to risk appetite

andtolerances

Provide independent and

objective risk assurance

Evaluate the adequacy

and effectiveness of

internal controls and the

risk framework

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Risk management

Three lines of defence model

AJBell operates a three lines of defence model,

which underpins our risk governance framework

by assigning clear roles and accountabilities

across the organisation. This model ensures that

risk is effectively identified, managed, challenged

and assured through a structured approach that

supports the implementation of the GRMF. The

Board and ExCo maintain oversight ofthe

model’s effectiveness with Internal Audit

providing independent assurance to the Board

via the Audit Committee.

Risk appetite

The GRMF issupported by a dedicated risk

appetite framework. This risk appetite

framework sets out the way in which we define

and document the amount and types of risk that

the Group iswilling to accept in pursuit of its

strategic objectives.

Our risk appetite is articulated through

qualitative risk appetite statements for each

category of risk the Group is exposed to.

Risk appetite statements support business areas

in their understanding and practical application

of risk appetite, helping them to make risk-

intelligent decisions.

These statements are reviewed on an annual

basis, alongside quantitative key risk indicators

and associated tolerances. Key risk indicators

are monitored on a monthly basis, providing

anindication whether the Group continues

tooperate within its defined risk appetite.

Risk management processes

The Group adopts hybrid top-down and

bottom-up approach to the identification of

risks. The ExCo and the Board have identified

the principal risks and uncertainties (PR&U) that

could impact the ability of the Group to meet

itsstrategic objectives. In addition, the Group

maintains a ‘bottom-up’ enterprise risk register,

containing risks mapped to the Group’s Tier 2

risk appetite categories.

The Group’s bottom-up assessment of risk

ismanaged through Risk & Control Self

Assessments (RCSAs) which facilitate an

assessment of the risks and controls in place

atan operational and business process level.

Through regular self-review of risks and

associated controls, the RCSA process enables

risk and control owners to identify risks relevant

to their business areas and take appropriate

actions to address any perceived control gaps

orcontrol deficiencies.

Risks are assessed using a standardised risk

assessment matrix, with the Group’s risk

taxonomy enabling consistent aggregation

andreporting against defined risk appetite

thresholds. This reporting provides visibility to

senior management and the Board, supporting

informed oversight and decision-making.

Whererisks are identified as outside of appetite,

appropriate response strategies of mitigation

transfer, avoidance or acceptance are deployed,

with escalation to the ERC and RCC as required.

Regular reporting to these committees ensures

that risks across all business areas are actively

monitored. The reports include updates on

regulatory horizon scanning, emerging risks,

material breaches and incidents, all of which

inform ongoing risk appetite assessments.

Risk taxonomy

The risk taxonomy organises our risk universe into different categories, or risk types, across two tiers. This includes four Tier 1 and eighteen

Tier2risk appetite categories, against which our risk appetite framework methodology is applied. This includes the setting of Board-approved

riskappetite statements as noted above, alongside a categorisation of whether we have an ‘Open’, ‘Balanced’, ‘Cautious’ or ‘Averse’ risk appetite.

Tier 1

Strategic Financial Operational

Compliance

andconduct

Tier 2

• Strategic positioning

• Strategic execution

• Investment

• Capital

• Credit

• Liquidity

• Change

• Data

• Financial control

• Information security

• Operational resilience

• Process

• Technology

• Third-party

management

• People

• Conduct

• Financial crime

• Regulatory and

compliance

AJBell plc Annual Report and Accounts 2025

Risk management

Principal risks and uncertainties

The Board is committed to a

continual process of improvement

and embedment of the GRMF.

Risk trend:

Increased Stable

Decreased

Thisensures that the business identifies both

existing and emerging risks and continues to

develop appropriate mitigation strategies

through an effective internal control

environment.

The Board believes that there are a number of

potential risks to the Group that could hinder the

successful implementation of its strategy. These

risks may arise from internal and external events,

acts and omissions. The Board is proactive in

identifying, assessing and managing all risks

facing thebusiness, including the likelihood of

each risk materialising in the short or longer term.

The principal risks and uncertainties facing the

Group are outlined below, together with their

potential impacts and mitigating actions. Given

the ever-evolving threat landscape, the Group

recognises the need to remain vigilant and

proactive, continually adapting and investing in

its control environment. Accordingly, the residual

risk associated with most of the Group’s principal

risks and uncertainties has remained stable.

However, the residual risk related to third-party

management has decreased, owing to ongoing

enhancements. This reflects the introduction of

an additional operational banking counterparty,

which increases contingency options in the

event of a third-party outage.

Risk Potential impact Mitigations

1. Strategic risk

Strategic positioning risk

Strategic positioning risk refers to the potential downside

when our strategic decisions regarding market positioning,

competition, product offerings, or customer focus fail

toalign with changing market dynamics, regulatory

requirements, orstakeholder expectations including

environmental considerations. This risk stems from

making incorrect or untimely decisions thatcan affect

our competitive advantage.

Risk trend

• Loss of competitive advantage, such that AUA and

customer number targets are adversely impacted.

Thiswould have a negative impact on profitability.

• Reputational damage as a result of underperformance

and/or regulatory scrutiny.

The Group regularly reviews its products against competitors, in relation to pricing,

functionality and service. Emerging threats are reviewed by ExCo and the Board,

including through the Group’s Purpose, Strategy and Planning (PS&P) process.

The Group remains closely aligned with trade and industry bodies, and other

policy makers across our market. The use of ongoing competitor analysis

providesinsight and an opportunity to adapt strategic direction in response

tomarket conditions.

Strategic execution risk

The risk that AJBell’s strategic objectives are notmet

due to a failure in implementation, alignment or resource

management. This includes risk related to poor planning,

misaligned incentives, inadequate resourcing or

inadequate control and oversight. Culture forms a

critical part of this risk, where AJBell’s underlying

values, beliefs and behaviours are misaligned with

thestrategic goals impacting delivery.

Risk trend

• Loss of competitive advantage, such that AUA and

customer number targets are adversely impacted.

Thiswould have a negative impact on profitability.

• Reputational damage as a result of underperformance

and / or regulatory scrutiny.

The Group maintains a robust governance structure, which includes a dedicated

Proposition Committee and an Operational Committee.

These committees derive authority from the ExCo and provide oversight of

ourproducts and services, operations and people to ensure the execution

ofourstrategy is aligned with the Group’s strategic objectives.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Risk management

Risk Potential impact Mitigations

Investment risk

The risk of underperformance on AJBell Investment

(AJBI) against key peers leading to customer outflows

and asset growth lower thanstrategic targets.

Risk trend

• Outflows or loss of assets under management as a

result of poor or unexpected performance, which

would reduce investment management revenues.

• Potential customer detriment, such as the loss of

investment value or inaccessibility of assets due to

poor liquidity.

• Reputational damage resulting from inadequate

oversight orgovernance arrangements.

The Group maintains robust investment governance arrangements in relation

tothe investment activities associated with AJBell Asset Management’s products

and services. The performance of these products and services is monitored on

anongoing basis for alignment with customer expectations and investment

mandates, including through dedicated forums and by the second line of defence

Risk Team. A dedicated Investment Committee, which is a sub-committee of

ExCo, includes two independent committee members and provides oversight

ofinvestment management activities.

2. Financial risk

Capital risk

The risk that the Group does not maintain sufficient

capital resources to cover unexpectedlosses.

Risk trend

• Inability to cover unexpected losses.

• Additional regulatory scrutiny and potential increased

regulatory capital resource requirements.

The Group adopts a cautious and controlled approach to managing its capital risk.

The Group conducts an Internal Capital and Risk Assessment (ICARA) process

aligned withthe GRMF to identify, monitor and mitigate potential harms.

Where harms can not be mitigated, the Group holds capital to cover potential

unexpected losses (the capital resource requirement). The Group’s capital risk

appetite is to maintain itscapital resources >115% of the Group’s capital resource

requirement.

Credit risk

The risk of potential failure of clients, market

counterparties or banks used by the Group to

fulfilcontractual obligations.

Risk trend

• Financial loss.

• Potential customer detriment.

The Group’s credit risk extends principally to its financial assets, cash balances

held with banks and trade and other receivables. The Group carries out initial

andongoing due diligence on the market counterparties and banks that it uses,

and regularly monitors thelevel of exposure.

The Group continues to diversify across a range of approved banking

counterparties, reducing the concentration of credit risk as exposure is spread

over a larger number of counterparties. The banks currently used by the Group

are detailed in note 25 to the consolidated financial statements.

With regard to trade receivables, the Group has implemented procedures that

require appropriate credit or alternative checks on potential customers before

business is undertaken. This has minimised credit risk in this area.

The Group will maintain its existing strategy of diversification to ensure acceptable

exposure across a wide range of well-capitalised banks with appropriate credit

ratings.

The Group will continue to regularly monitor its level of exposure and to assess

the financial strength of its banking counterparties.

AJBell plc Annual Report and Accounts 2025

Risk management

Risk Potential impact Mitigations

Liquidity risk

The risk that the Group does not have available readily

realisable financial resources to enable it to meet its

obligations as they fall due, or can only secure such

resources at excessive cost.

Risk trend

• Reputational damage.

• Potential customer detriment.

• Financial loss.

• Inability to meet obligations as they fall due.

The Group has robust systems and controls and monitors all legal entities

toensure they have sufficient funds to meet their liabilities as they fall due.

The Group continues to monitor trade settlement on both an intra-day and daily

basis, andwe continue to assess opportunities to strengthen our internal control

environment.

The Group continues to be a highly cash-generative business and maintains

sufficient cash and standby banking facilities to fund its foreseeable trading

requirements.

3. Operational risk

Change risk

The risk of potential negative consequences and

uncertainties associated with introducing modifications,

alterations, or adjustments to established processes or

systems.

Risk trend

• Operational resilience disruptions resulting from

crystallisation of change risk may lead to financial

orregulatory penalties, customer impact and

reputational damage.

• Change can increase costs if not delivered within

budget or introduce complexity to end users due

toalack of compatibility with existing systems.

• Reduced quality because of a change can lead to

customer dissatisfaction, rework, and additional costs.

• An inability to deliver change can result in reputational

damage to the Group, making it difficult to attract

customers and talent.

All operational and regulatory change is prioritised, captured, and monitored

through the Operational sub-committee of ExCo.

Technology change is prioritised, captured, and monitored within Technology

Services and through associated Committees.

Product change is managed within the Product areas and overseen by the

Proposition Committee.

Data risk

Data risk is defined as the potential threats and

vulnerabilities that can compromise the confidentiality,

integrity, availability, and compliance of sensitive or

valuable data within the Group and its third-party

suppliers. This risk encompasses the possibility of

unauthorised access, loss, theft, alteration, or exposure

of data.

Risk trend

• A data breach could adversely impact individuals’ data

rights and freedoms and could result in fines / censure

from regulators, such as the ICO and FCA.

• A data breach could result in financial loss due to the

cost of investigating the breach, notifying impacted

individuals, and implementing remediation measures.

• The Group could suffer damage to its reputation,

eroding trust and making it difficult to attract and

retain customers, employees, partners, and investors.

The Group maintains a data governance framework, alongside data protection

policies and procedures, and security controls to protect data such as encryption,

access controls and monitoring.

The Group educates employees about data privacy, security and importance

ofprotecting sensitive data.

The Group conducts regular data audits to identify and address potential

securityrisks.

The Group’s Data Protection Officer (DPO) / Chief Risk Officer (CRO) provides an

assessment of the adequacy of the Group’s data protection framework as part of

the annual DPOreport.

Financial control environment risk

The risk of error in financial reporting processes

resulting in either misstatement, late submission or

non-compliance with internal, statutory, regulatory

ortax reporting obligations.

Risk trend

• Reputational damage with regulators,

leadingtoincreased capital requirements.

• Loss or misappropriation of company assets.

The Group maintains strong financial policies and procedures with clear lines

ofauthority. The Finance Team ensures these policies are adhered to.

Access to the finance general ledger system is managed centrally with pre-

defined rights and a regular review of segregation of duties and conflicts.

The Board maintains oversight of financial reporting prior to external issuance.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Risk management

Risk Potential impact Mitigations

Information security risk

The risk of potential threats and vulnerabilities that can

compromise the confidentiality, integrity, or availability

ofsensitive or valuable data within the Group and

itsthird-party suppliers. This risk encompasses the

possibility of unauthorised access, loss, theft, alteration,

or exposure of data, and non-compliance with

applicable regulatory frameworks.

Risk trend

• Information security breaches could adversely impact

individuals’ data rights and freedoms, and could result

in fines / censure from regulators, such as the ICO

andFCA.

• Failure to maintain or quickly recover operations could

lead to intolerable harm to customers and the Group.

• The Group could suffer damage to its reputation,

eroding trust and making it difficult to attract and

retain customers, employees, partners, and investors.

The Group continually reviews and evolves its cyber security position to ensure

that it protects the confidentiality, integrity and availability of its network and the

data that it holds.

A defence in-depth methodology is in place aligned to the National Institute of

Standards and Technology (NIST) Cybersecurity Framework. Risks are proactively

identified through the RCSA process and multi-stream threat intelligence. This is

further supported by a full training programme.

A layered approach is taken for preventative controls, including next generation

anti-malware and strong perimeter controls, to reduce the likelihood of an event

occurring. Multiple layers of detective controls are also in place backed by a 24/7

Security Operations Centre.

Should an incident occur a robust incident response process is in place,

supported by appropriate retainers where necessary. Finally, should the worst

happen, multiple backup solutions have been implemented in order to recover

systems toa known good state.

Operational resilience risk

The risk that the Group does not have an adequate

operational resilience framework to prevent, adapt,

respond to, recover and learn from operational

disruptions.

Risk trend

• Failure to maintain or quickly recover operations could

lead to intolerable harm to customers and the Group.

• Operational resilience disruptions may lead to financial

or regulatory penalties, and reputational damage.

The Group has developed a comprehensive operational resilience framework,

under the direction of the Operational sub-committee of ExCo. The RCC and

Board also provide oversight.

An annual operational resilience self-assessment document is reviewed by the

Board and RCC. The Group’s Risk Team provide a second line of defence review of

the operational resilience self-assessment.

During FY24, a successful Group-wide disaster recovery exercise was carried out,

allowing the business to operate for a week on a cloud-based disaster recovery

platform. A further successful interim disaster recovery exercise was completed

inFY25, testing failover of website and app capability, including making payments

for real customer requests.

AJBell plc Annual Report and Accounts 2025

Risk management

Risk Potential impact Mitigations

Process risk

The risk that, due to unexpectedly high volumes, the

Group is unable to process work within agreed service

levels and / or to an acceptable quality for a sustained

period.

Risk trend

• A decline in the quality of work will have a financial

impact through increased operational losses.

• Unexpectedly high volumes coupled with staff

recruitment and retention issues could lead to poor

customer outcomes and reputational damage.

The Group focuses on increasing the effectiveness of its operational procedures

and, through its business improvement function, aims to improve and automate

more of its processes. This reduces the need for manual intervention and the

potential for errors.

Technology risk

The risk that the design, implementation and

management of applications, infrastructure and

services fail to meet current and future business

requirements.

Risk trend

• The reliance on evolving technology remains crucial to

the Group’s effort to develop its services and enhance

products. Prolonged underinvestment in technology

will affect our ability to serve our customers and meet

their needs.

• Failing to deliver and manage a fit-for-purpose

technology platform could have an adverse impact

oncustomer outcomes and affect our ability to attract

new customers.

• Technology failures may lead to financial or regulatory

penalties, and reputational damage.

The Group continues to implement a programme of increasing annual investment

in the technology platform. This is informed by recommendations that result from

regular architectural reviews of applications and of the underpinning infrastructure

and services.

Daily monitoring routines provide oversight of performance and capacity

whichsupports our operational resilience risk management activities.

Our rolling programme of both business continuity planning and testing,

andsingle point of failure management, maintains our focus on the resilience

ofkey systems in the event of an interruption to service.

Third-party management risk

The risk that a third-party provider materially fails to

deliver the contracted products and services that can

create the potential for business disruption, financial

loss or reputational damage. Outsourcing risk is a

subset of third-party risk and occurs when business

functions or processes are undertaken by external

providers.

Risk trend

• Loss of service from a third-party provider could

havea negative impact on customer outcomes due

towebsite unavailability, delays in receiving and / or

processing customer transactions or interruptions

tosettlement and reconciliation processes.

• Financial impact through increased operational losses.

• Regulatory fine and/or censure.

To mitigate the risk posed by third-party suppliers, the Group conducts onboarding

due diligence and monitors performance against documented service standards

to ensure their continued commitment to service, financial stability and viability.

Performance metrics are discussed monthly with documented actions for any

identified improvements.

Where relevant and appropriate, annual financial due diligence on critical

suppliers and on-site audits are also undertaken.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Risk management

Risk Potential impact Mitigations

People risk

The risk that the Group fails to attract, retain, develop,

and engage employees to help the Group deliver its

strategic objectives and deliver positive customer

outcomes.

Risk trend

• Difficulties in recruiting the right, culturally aligned,

people to work for the Group.

• Existing employees who are not motivated, do not

perform well, and may impact the quality and

effectiveness of the services provided to the Group’s

customers.

• Talented employees who are not appropriately

developed and / or have limited opportunities to

progress are likely to leave the Group.

• Resource and skills shortfalls may impact (i) the Group’s

ability to deliver on its strategic objectives and (ii) our

quality and service, which could lead to poor service /

consumer outcomes and reputational damage.

The Group has strong recruitment and selection processes to (i) attract and

(ii)hire the best people possible to join the Group.

The AJBell Way and guiding principles are embedded into our culture through

policies, procedures, and training.

The Group undertakes a staff engagement survey at least annually and uses

thisfeedback to address any areas for improvement to ensure staff engagement

remains high.

The Group conducts regular reviews of its employee remuneration packages

toensure they are competitive.

The Group operates talent development programmes for management and

leadership roles.

4. Compliance and conduct risk

Conduct (consumer outcomes) risk

Conduct risk refers to the potential for behaviours,

actions, or business practices within a firm to harm

customers, the integrity of the market, or the firm itself.

This incorporates the possibility that customers

experience negative outcomes from a firm’s products,

services, or business practices. This can occur due to

poor communication, or inadequate service, particularly

if vulnerable customers are not sufficiently protected.

Risk trend

• Poor conduct could have an adverse impact on

customer outcomes.

• Reputational damage resulting from poor levels of

customer service.

• The Group may be adversely affected, including

regulatory censure or enforcement.

Delivering good customer outcomes is core to our purpose, business model,

strategy and guiding principles. This drives the culture and objectives of the

business and ensures customers remain at the heart of everything we do.

The Group maintains a series of controls to maintain alignment with the

requirements of the Consumer Duty and deliver good outcomes. These include

training and education, product governance, ongoing monitoring arrangements

and assurance to the ExCo and Board on the delivery of good customer

outcomes.

The Group regularly reviews controls arrangements to ensure alignment with the

evolving business and regulatory landscape.

AJBell plc Annual Report and Accounts 2025

Risk management

Risk Potential impact Mitigations

Financial crime risk

The risk of failure to protect the Group and its

customers from all aspects of fraud and financial crime,

including money laundering, terror financing,

proliferation financing, sanction restrictions, market

abuse, fraud, cyber-crime and the facilitation of tax

evasion.

Risk trend

• The Group may be adversely affected, including

regulatory censure, enforcement action and potential

crime liability, if we fail to mitigate the risk of being

used to facilitate any form of financial crime, including

but not limited to money laundering, fraud, market

abuse or sanction breaches.

• Potential customer detriment as customers are at risk

of losing funds or personal data, which may expose

them to further harm through misuse of their accounts

or identity via other organisations.

• Fraudulent activity leading to identity theft,

unauthorised access, fraud and / or loss of customer

holdings due to account takeover or misuse of

compromised credentials.

• The Group could suffer damage to its reputation,

eroding trust and making it difficult to attract and

retain customers, employees, partners, and investors.

Extensive controls are in place to minimise the risk of financial crime.

Policies and procedures include: mandatory financial crime training in anti-money

laundering and counter-terrorist financing, fraud, market abuse and the Criminal

Finances Act 2017 to aid the detection, prevention and reporting of financial

crime. TheGroup has an extensive recruitment process in place to screen

potential employees.

The Group actively maintains defences against a broad range of likely attacks

byglobal actors, bringing together tools from well-known providers, external

consultancy and internal expertise to create multiple layers of defence. The latter

includes intelligence shared through participation in regulatory, industry and

national cyber security networks.

Regulatory and compliance risk

The risk that the Group fails to comply with regulatory

and legal standards.

Risk trend

• Regulatory censure and / or fines, including fines from

the FCA and Information Commissioner’s Office (ICO).

• Related negative publicity could reduce customer

confidence and affect the Group’s ability to generate

positive net inflows.

• Poor conduct could have an adverse impact on

customer outcomes.

The Group maintains a strong compliance culture geared towards positive

customer outcomes and regulatory compliance.

The Group performs regular horizon scanning to ensure all legislative and

regulatory change is detected and highlighted to the Group for consideration.

The Group maintains an open dialogue with the FCA and actively engages with

them on regulatory change.

The Compliance function is responsible for ensuring all standards of the FCA

regulatory system are being met by the Group. This is achieved by implementing

policies and procedures across the business, maintaining awareness and

maintaining and operating an effective control environment. Compliance

performs a rolling programme of risk-prioritised reviews to ensure compliance

standards have been embedded into the business.

Annual Report and Accounts 2025 AJBell plc

Financial statementsGovernance

Other information

Strategic report

Viability statement

In accordance with provision 31 of the UK

Corporate Governance Code 2018, the Board

has assessed the viability of the Group,

considering a four-year period to September

2029. The Board considers a four-year horizon

to be an appropriate period to assess the

Group’s strategy and its capital requirements,

considering the investment needs of the

business and the potential risks that could

impact the Group’s ability to meet its strategic

objectives.

This assessment has been made considering the

Group’s financial position and regulatory capital

and liquidity requirements in the context of its

business model, strategy and four-year financial

forecasts and in consideration of the principal

risks and uncertainties, as detailed in the

Strategic report on pages 61 to 67. The principal

risks and uncertainties are those that may

adversely impact the Group based on its

business model and strategy and are derived

from both the Group’s business activities and

the wider macroeconomic environment in

which the Group operates but does not control.

As an FCA-regulated entity, as part of its Internal

Capital and Risk Assessment (ICARA) the Group

is required to use stress-testing of the business

model and strategy to identify whether it holds

sufficient own funds and liquid assets. Forward-

looking hypothetical stress testing scenarios

have been determined by considering potential

macroeconomic and idiosyncratic events that

would have a significant adverse impact on the

Group’s ability to generate profits, and therefore

maintain the existing levels of own funds and

liquid assets, over the business planning period.

The Board-approved four-year financial forecast

assumes the business continues to grow

customer numbers and AUA through investment

in our brand, product propositions, technology

and people. The financial forecasts assume that

the Bank of England base interest rate will

continue to gradually fall throughout the

forecast period, in line with market projections.

There are no significant market movements in

underlying asset values based on the position at

the point the projections were approved by the

Board.

The Board has considered the potential impact

of three stress test scenarios, which cumulatively

represent a severe, remote but plausible scenario:

1) Macroeconomic (Market risk) – a significant

reduction in equity market values, based on

the 2008-09 global financial crisis. Asset

values fall by 40% in year one, recovering to

20% below the level they were prior to the

fall in year two, and remain flat in years three

and four.

2) Macroeconomic (Market risk) – Bank of

England base interest rate reduced to 0.50%

over a 15-month period, leading to a lower

interest rate retained on customer cash

balances.

3) Idiosyncratic (Technology risk, Third-party

management risk) – prolonged IT issues

with key operating software suppliers cause

significant damage to AJBell’s service and

reputation, which results in a reduction in

customers. Following year one the Group

incurs development and license costs to

upgrade or replace key components of the

platform software, with service levels and

net inflows returning to normal in year three.

The Board has identified a number of potential

management actions that could be taken in

theevent the modelled scenarios crystallise.

The action selected would be dependent upon

the nature of the scenario.

The results have confirmed that the Group

would be able to withstand the adverse financial

impact of these three scenarios occurring

simultaneously over the four-year assessment

period. This assumes that dividends are paid

inline with the recommendation made in the

30September 2025 annual report and with

theGroup capital allocation framework on

aforward-looking basis. During the period,

theGroup continues to retain surplus financial

resources over and above its regulatory capital

and liquidity requirements, with or without any

management remediation actions.

The Group’s strategy and four-year financial

forecasts were approved by the Board in

September 2025. The Directors confirm that

they have a reasonable expectation that the

Group will be able to continue in operation

andmeet its liabilities as they fall due over

thefour-year period ending September 2029.

The Strategic report was approved

bytheBoard of Directors and signed

on itsbehalf by:

Michael Summersgill

Chief Executive Officer

3 December 2025

AJBell plc Annual Report and Accounts 2025

Driving growth by making investing easy

AJ Bell has been instrumental in helping my

investments grow, providing a user-friendly

platform that simplifies the investment

process. Their range of educational

resources and tools has empowered me

tomake informed decisions, ultimately

leading to better investment outcomes.

Overall, I highly recommend AJ Bell to

anyone looking to grow their investments

with a reliable and trustworthy partner.”

Simon

AJ Bell customer

As easy as

riding

a wave

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Chair’s introduction

Dear Shareholder

I am pleased to present the Corporate

Governance report for the financial year ended

30 September 2025 which provides an overview

of the Board’s role, key activities and areas of

focus during the year.

The Board is responsible for maintaining high

standards of corporate governance and a robust

framework of internal controls to support the

success of the Company and generate value for

shareholders, while fulfilling our responsibilities

to all our stakeholders. Our governance

framework, alongside the Corporate Governance

report on page 74, demonstrates how the Board

provides leadership and sets the strategic

objectives and risk appetite, whilst upholding

AJBell’s purpose, culture and values.

Board and related changes

As reported last year, Roger Stott retired and

stepped down from the Board as an Executive

Director in December 2024.

We also reported the appointment of Kina

Sinclair as Company Secretary with effect from

1November 2024. Kina already held the role of

Group Legal Director and she has provided

company secretarial support to the Board during

her seven years with us. I would like to take

thisopportunity to congratulate Kina on her

additional appointment.

Evelyn Bourke, Senior Independent Director,

willbe stepping down from the Board as a

Non-Executive Director of the Company with

effect from 4 February 2026. On behalf of the

Board, Iwould like to thank Evelyn for her

invaluable contribution since joining the Board

in July 2021. Fiona Fry, Chair of the Risk &

Compliance Committee, will take on the role

ofSenior Independent Director.

Board composition

The Nomination Committee reviews Board

composition annually. Next year, we intend to

enhance the composition of the Board through the

recruitment of a new independent Non-Executive

Director to chair the Investment Committee.

Weremain committed to fostering diversity and

inclusion at all levels throughout the Company

and in February, AJ Bell was recognised in the

FTSE Women Leaders Review, as a top

performer for female representation on the

Board. We also met the ethnic diversity targets set

by the FCA Listing Rules and the Parker Review.

Further details regarding Board composition

andsuccession planning can be found in the

Nomination Committee report on pages 82 to 84.

Strategic focus

Strategy has been a key priority for the Board

this year. We held two dedicated strategy

meetings, in addition to updates at Board

meetings throughout the year. In-depth reviews

of key business areas have facilitated meaningful

engagement between the Board and executives.

This process has enabled the Board to critically

assess strategic proposals and offer informed

guidance for decision-making.

During the year, the Board approved key

decisions including the sale of the Platinum

SIPPand SSAS business and share buyback,

supporting the Group’s strategic objectives.

Keyconsiderations and the impact on our

shareholders and wider stakeholder group

aredetailed in our s172 statement on page 28.

Board performance

The Board regularly reviews its performance

andeffectiveness, and those of its Committees.

This year, the review confirmed that the actions

taken from last year’s externally-facilitated

review had been implemented and it further

confirmed that the Board and its Committees

are operating effectively. Further details

following the internal effectiveness review

canbe found on page 80.

The Annual General Meeting

Our next AGM will take place at the Company’s

offices, 4 Exchange Quay, Salford Quays,

Manchester, M3 5EE, on 4 February 2026.

TheBoard looks forward to engaging with

shareholders, who can attend in person or by

proxy. Further details regarding participation

andvoting are provided in the Notice of Meeting.

Fiona Clutterbuck

Chair

3 December 2025

Our Compliance with the Code

AJ Bell is committed to the principles of the 2018

UK Corporate Governance Code (the Code), a copy

of which is available at frc.org.uk. The Board can

confirm that the Company complied with theCode

throughout the financial year ended 30September

2025. Details of how we have applied the principles

and complied with the provisions are set out

throughout this Governance section and elsewhere

in the Annual Report as detailed in the table below.

Code Principles Page(s)

1. Board leadership and Company purpose

A An effective Board 74-76

B Purpose, values, strategy and culture 74-76

C Performance measures,

riskandcontrols framework 74-76

D Stakeholder engagement 74-76

E Wider workforce policies and

practices 74-76

2. Division of responsibilities

F Leadership of the Board 77-79

G Board composition and independence 77-79

H Directors’ responsibilities

andtimecommitments 77-79

I Board support and resources 7 7-79

3. Composition, succession and evaluation

J Board appointments

andsuccessionplanning 79-80

K Board skills, knowledge and

experience 79-80

L Annual Board evaluation 79-80

4. Audit, risk and internal control

M Internal and external audit functions 81

N Fair, balanced and

understandablereview 81

O Risk management and internal controls 81

5. Remuneration

P Remuneration alignment to strategy

and company 81

Q Executive and senior

managementremuneration 81

R Authorisation of remuneration outcomes 81

The Board remains focused on maintaining

high standards of corporate governance

tosupport long-term success and deliver

sustainable value for stakeholders.

Ourgovernance framework enables

effective leadership, clear strategic

direction, robust risk management

andpromoting the desired culture.”

AJ Bell plc Annual Report and Accounts 2025

Governance at a glance

Board composition

Executive Directors 2/9

Chair 1/9

Independent Non-

Executive Directors 5/9

Non-Independent

Non-Executive Director 1/9

Board ethnicity

Ethnic minority 1/9

White 8/9

Board gender diversity

Male 4/9

Female 5/9

Meeting attendance

Board

Audit

Committee

Risk &

Compliance

Committee

Remuneration

Committee

Nomination

Committee

Fiona Clutterbuck 10/10 – 6/6 – 3/3

Evelyn Bourke 10/10 4/5 – – 3/3

Eamonn Flanagan 10/10 5/5 – 6/6 2/3

Margaret Hassall 10/10 – 6/6 6/6 3/3

Fiona Fry 9/10 3/5

6/6 6/6 –

Julie Chakraverty 9/10

4/5

6/6 4/6 –

Les Platts 10/10 – – – –

Michael Summersgill 10/10 – – – –

Peter Birch 10/10 – – – –

Roger Stott

3/3

1 Apologies were noted for two meetings due to pre-existing commitments prior to appointment.

2 Apologies were noted for an ad hoc meeting arranged at short notice.

3 Roger retired as an Executive Director and stepped down from the Board with effect from 31 December 2024.

Board tenure

2 years

4 years

7 years

4 years

1 year

2 years

14 years

3 years

N/A

Executive Committee gender

diversity

Male 7/10

Female 3/10

Executive Committee ethnicity

Ethnic minority 3/10

White 7/10

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Board of Directors

Fiona Clutterbuck

Chair

Appointed: May 2023

Skills and expertise:

Fiona brings to the Board extensive

experience in corporate governance,

corporate finance and an understanding of

good customer outcomes. Fiona qualified

as a barrister and gained a wealth of

knowledge in strategy, corporate finance,

and investments during her roles as Head

of Strategy, Corporate Development and

Communications at Phoenix Group plc,

and Managing Director at ABN AMRO

Investment Bank plc, HSBC Investment

Bank plc and Hill Samuel. Fiona was

previously the Chair of Paragon Banking

Group plc, Interim Chair and Senior

Independent Director at M&G plc and

Non-Executive Director of Hargreaves

Lansdown plc, W.S Atkins, The Co-

operative Bank plc. and Sampo plc.

Current key external appointments:

None

Michael Summersgill

Chief Executive Officer

Appointed: October 2022

Skills and expertise:

Michael joined AJ Bell in 2007 and

wasappointed as CFO in 2011. His role

broadened from 2014 onwards, when

hebegan to take on responsibility for the

operational functions of the Group.

Duringhis time as CFO, Michael led a

number of key change initiatives, helping

to develop AJ Bell into one of the UK’s

leading investment platform businesses.

Michael, aqualified chartered accountant,

became Deputy CEO in 2021, a role in

which he focused on developing the

strategy and organisational structure of

theGroup, before being appointed as

CEOin October 2022. Michael brings to

the Board clear strategic leadership and

has a thorough understanding of AJBell’s

business model and market.

Current key external appointments:

None

Peter Birch

Chief Financial Officer

Appointed: July 2022

Skills and expertise:

Peter is a qualified chartered accountant

and brings to the Board financial expertise

and commercial strength. As CFO, he has

responsibility for the financial management

of the business and for leading engagement

with the Group’s key shareholders. Since

the beginning of 2025, Peter has also had

responsibility for the Group’s operational

functions. Prior to joining AJ Bell, Peter was

a Financial Services Audit and Assurance

Partner at Deloitte LLP (‘Deloitte’) and was

the lead audit partner for several large listed

financial services organisations. He also

ledDeloitte’s financial services audit and

assurance practice in the UK regions from

2017 to 2021.

Current key external appointments:

None

Evelyn Bourke

Non-Executive Director and

SeniorIndependent Director

Appointed: July 2021

Skills and expertise:

Evelyn qualified as an actuary and has an

MBA from London Business School. She

brings to the Board extensive experience in

finance, strategy and general management

having held a number of CEO and CFO

roles during her executive career. Whilst

CEO and CFO at Bupa Group, she oversaw

transformative change including acquisitions

and disposals. Evelyn previously served as

Non-Executive Director of the Bank of

Ireland Group plc, The Children’s Mutual

and IFG Group plc. Her previous experience

as CFO at Standard Life Assurance and

Friends Life, and on the Board of IFG

Groupplc, provided her with a significant

understanding of platform services,

pensions administration and financial advice.

Current key external appointments:

• Non-Executive Director at Marks and

Spencer Group plc and Chair of Audit

Committee

• Non-Executive Director at Admiral

Group plc

• Chair at Genesis Care UK

• Non-Executive Director at Genesis

CareCayman Holdings Limited

Nomination Committee

Audit Committee

Risk & Compliance Committee

Remuneration Committee

Disclosure Committee Committee Chair

Board changes

With effect from 31 December

2024, Roger Stott retired and

stepped down from the Board

as Executive Director.

The skills and expertise

of the Board

The demographics of the

members of a Board have

asignificant impact on its

effectiveness, therefore an

appropriate balance of skills

and expertise must be

maintained. The breadth of

skills and expertise on the

Board includes key areas such

as listed environments, financial

services, finance and

accountancy, financial services

regulation, retail stock broking,

global banking, risk

management and technology.

AJ Bell plc Annual Report and Accounts 2025

Board of Directors

Eamonn Flanagan

Non-Executive Director

Appointed: March 2018

Skills and expertise:

Eamonn is a qualified actuary with

significant experience analysing business

and financial models of companies across

financial services. He brings a wealth of

expertise in responding to regulation,

market conditions and developing strategic

focus whilst delivering strong customer

outcomes. Eamonn was the Director and

Head of European Insurance at ING Barings

before co-founding an investment bank,

Shore Capital Markets Limited, where he

was appointed Director. Eamonn was

previously a Non-Executive Director,

Chairof the Investment Committee and

Chair of the Remuneration, Nominations

and Governance Committee at R&Q

Insurance Holdings Ltd.

Current key external appointments:

• Non-Executive Director at Chesnara plc

and Chair of the Remuneration

Committee

• Chair at Movestic Livforsakring AB

Margaret Hassall

Non-Executive Director

Appointed: September 2021

Skills and expertise:

Margaret brings extensive experience of

remuneration matters through her current

and former appointments as chair of

remuneration committees. Margaret is

anexperienced Non-Executive Director

with prior roles including Phoenix Group,

Tandem Bank, Nucleus Finance Group plc

and One Savings Bank plc. Margaret brings

extensive expertise in finance, risk and

strategy as well as commercial strength

and experience in leading transformational

change. This was principally gained from

her successful career in financial and

professional services including roles

asChief Operations Officer and Chief

Information Officer for divisions within

some of the world’s largest banks, including

Bank of America, and Royal Bank of Scotland.

Current key external appointments:

• Non-Executive Director at Kier Group

plc and Chair of the Remuneration

Committee

Fiona Fry

Non-Executive Director

Appointed: December 2023

Skills and expertise:

Fiona is a qualified chartered accountant

and highly experienced risk professional

and brings to the Board a deep knowledge

of the UK regulatory landscape for financial

services. Fiona spent most of her executive

career at KPMG where, as Partner, she

focused on consumer and conduct issues,

including governance, risk management

and culture, primarily in the financial

sector. Fiona also held the role of Head

ofInvestigations at the Investment

Management Regulatory Organisation

andFinancial Services Authority. During

the financial year Fiona also acted as

BoardAdvisor for Revolut Limited.

Current key external appointments:

• Non-Executive Director and Chair

oftheBoard Risk Committee at Aviva

Insurance Limited

• Non-Executive Director and Chair of

theBoard Risk Committee at Direct

LineInsurance Group plc

• Non-Executive Director at Revolut

NewCo Ltd

Julie Chakraverty

Non-Executive Director

Appointed: June 2024

Skills and expertise:

Julie brings to the Board extensive

experience in finance, entrepreneurship

and innovation having served on the boards

of listed financial services companies,

whilst successfully founding Rungway

Limited, an employee engagement and

mentoring platform. During her executive

career, Julie worked in derivatives at

JPMorgan Chase and held several global

leadership positions at UBS Investment

Bank, where she led the development of

atechnology product that won industry

awards for innovation. Julie has served

asaNon-Executive Director at Santander

UK plc, Aberdeen Asset Management and

Standard Life Aberdeen plc (now Aberdeen

Group plc), Amlin and Spirit Pubs (now

Greene King).

Current key external appointments:

• Non-Executive Director, Senior

Independent Director and Chair of the

Board Cyber Risk Committee at NCC

Group plc

• Non-Executive Director, Consumer

DutyChampion and Interim Chair of

theBoard Risk Committee at Starling

Bank Limited

• Non-Executive Director at easyJet plc

Les Platts

Non-Independent Non-Executive

Director

Appointed: July 2023

Skills and expertise:

Les qualified as a chartered accountant

andhas expertise in financial, governance

and risk matters, having advised FTSE 100

and FTSE 250 clients during his executive

career. Les has a vast understanding of

theoperations and business model of the

Group having been appointed to AJBell as

Non-Executive Director in 2008 and Chair

from 2014 until 2022. In July 2023, Les was

appointed to the Board as Representative

Director of AJ Bell for Andy Bell, former

CEO, co-founder of the Company and,

together with his connected persons,

theCompany’s largest shareholder.

Current key external appointments:

None

Nomination Committee

Audit Committee

Risk & Compliance Committee

Remuneration Committee

Disclosure Committee Committee Chair

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Our

stakeholder

groups

The Board has identified

four key stakeholder

groups

Corporate Governance report

1. Board leadership and

Company purpose

Role of the Board

The Board is responsible for setting the strategy

for the Group and providing effective leadership

to promote the long-term sustainable success

of the Group to generate shareholder value.

Details of AJ Bell’s purpose, strategy and delivery

of long-term value can be found in the Strategic

report. The Board is also responsible for ensuring

the maintenance of a robust system of internal

controls and risk management and for reviewing

the effectiveness of the systems in place.

The roles and responsibilities of the Chair,

Senior Independent Director, Non-Executive

Directors and CEO are clearly articulated and

reviewed by the Board annually. Although a wide

range of the Board’s powers and authorities are

delegated to the CEO, the Board retains ultimate

responsibility and authority for their exercise.

Certain items are reserved to the Board for

decision making because their exercise is

considered to be of overriding importance

andsignificance to the Group. These reserved

powers are set out in the matters reserved for

Board, which is available on the website at

ajbell.co.uk.

Each member of the Board acts in a way

whichthey consider to be in the best long-term

interests of the Group and in compliance with

their duties under the Companies Act 2006.

Strategy

The Board considers strategy throughout the

year as part of a dedicated process, which is

designed to focus on the strategy and long-term

vision for the Group. As part of that process, the

Board oversees the setting of objectives for the

members of the Executive Committee which are

aligned with the Group’s strategy and monitors

progress with their delivery at Board meetings

during the year.

The Board is responsible for considering the

impact of decision making on key stakeholders.

The strategy document, which is reviewed by

the Board, identifies key stakeholder groups

which is then used as the basis for further

engagement as needed, to ensure that the

Board is aware of their views and can take them

into account in its decision-making process.

Culture

The Board is responsible for monitoring and

assessing the Group’s culture and ensuring that

it is aligned with the Group’s purpose, values

and strategy. During the strategy process, the

Board reviewed our guiding principles in order

to ensure that they remained relevant to our

purpose and culture. The outcome was that the

Board agreed that the guiding principles remained

relevant and did not require any changes.

One of the ways the Board monitors culture is

by using a culture dashboard which identifies

core characteristics of culture and enables the

Board to monitor changes. The dashboard is

presented to the Board for review at points

during the year.

Our whistleblowing framework ensures that

ourpeople can confidentially or anonymously

raise concerns. Any whistleblowing investigation

is handled independently and follows a strict

process to prevent victimisation and protect

whistleblowers. This promotes a strong culture

with our customers, people and shareholders.

The Board has delegated responsibility for

theoversight of whistleblowing to the Audit

Committee and Eamonn Flanagan, Chair of the

Audit Committee, is the Group’s Whistleblowing

Champion. Further details can be found in our

Audit Committee report on page 90.

Stakeholder relations

The Board recognises the importance and

benefits of engaging with shareholders and

wider stakeholders and has a strong history of

doing so. Our key stakeholders and the principal

engagement activities undertaken by, or on

behalf of, the Board during the year, are set out

within the Strategic report on pages 25 to 27.

Engagement with our people

Positive, meaningful engagement with our

people is key to realising our strategic objectives.

For a second year, we utilised the Great Place to

Work

Survey to offer our people the opportunity

to provide feedback on how they feel working at

AJ Bell. We are pleased to report that we placed

tenth in the UK’s Best Workplaces™ 2025 list

(forSuper Large companies) and sixteenth in

theUK’s Best Workplaces for Women™ 2025

list. Further details regarding the results and key

messages from the survey can be found in our

employee engagement section of the Strategic

report on page 37.

AJ Bell plc Annual Report and Accounts 2025

Corporate Governance report

The Employee Voice Forum (EVF) is also an

effective means for engaging with our people.

Itis chaired by Fiona Clutterbuck, our nominated

Director for employee engagement, and

comprises representatives from across the

business. The EVF is responsible for collecting

ideas and suggestions from employees on set

topics to ensure their voices are heard and

considered in the Board’s decision-making

process. During FY25, the EVF met to review

feedback on making our products and services

better for customers and advisers and

encouraging more staff to use our products.

Additionally, to gain insight into the operations

and culture of the business, the Board also

participated in knowledge-sharing sessions,

networking events, the Annual Leaders’

Conference and leadership breakfast sessions,

as well as other workforce social activities.

Engagement with our shareholders

The Board is committed to proactive and

constructive engagement with our shareholders

and is keen to ensure that the views of

shareholders are understood. The Board was

pleased to welcome shareholders in person to

the 2025 AGM, which provides the Board with

an opportunity to communicate directly with,

and answer questions from, shareholders.

In addition to announcing regular trading

updates to the market, the Company has a

comprehensive investor relations programme

which is focused on ensuring that the market,

including sell-side analysts, investors and proxy

voting advisers, understands the Company’s

investment case, strategy and performance.

The CEO and CFO, supported by the Head

ofInvestor Relations, met with analysts and

investors throughout the year, both in person

and virtually, and presentations and videos

weremade available via our website, particularly

following the publication of the Company’s

interim and full year results. During the year,

theChair and the Senior Independent Director

held a group investor meeting with shareholders

in person and the Chair of the Remuneration

Committee met with shareholders in relation

toremuneration matters. Other Non-Executive

Directors were also available to meet with

shareholders as required.

Feedback is sought directly from analysts

andinvestors after all meetings. This feedback

isshared with the Board on a regular basis

andissupplemented by updates from AJBell’s

corporate brokers. This provides the Board with

insights into current market perceptions of the

business and wider platform market, share price

performance, recent trading activity and changes

to the composition of the shareholder register.

An overview of our investor relations calendar

ofevents is detailed to the right. In addition to

the formal investor relations programme, the

management team engages with analysts and

investors throughout the course of the year.

The Company’s website has a dedicated investor

relations section which includes details of

AJBell’s investment case, along with the Annual

Report and Accounts, historical financial reports

and presentations, regulatory announcements,

financial calendar, analyst consensus and other

important shareholder information.

Conflicts of interest

A register is maintained, which records all other

significant commitments and potential conflicts

of interest that Directors are required to disclose

before appointment and on an ongoing basis.

Arrangements are put in place, as and when it

isconsidered appropriate, to manage conflicts,

including any which result from significant

shareholdings. Conflicts of interest are a standing

agenda item at each Board and Committee

meeting. Given the potential conflicts of interest

because of the Representative Director being a

nominee of a major shareholder, the Relationship

Agreement between the Company and Andy

Bell makes provision for the management of

anyconflicts which may arise.

Except as stated in note 28 of the consolidated

financial statements, no Director has, or has

had, any material interest in any contract or

arrangement with the Group during the year.

Calendar of events in FY25

• FY24 year end trading update

announced

• FY24 annual results announced

• CEO and CFO annual results Q&A

videoon website

• Investor roadshow (UK) and analyst

presentations, both in-person and

virtually

• Annual Report published

• FY25 Q1 trading update announced

• Engagement with shareholders and

proxy advisers prior to AGM

• AGM with shareholders attending in

person and being able to ask questions

remotely in advance and directly during

the meeting

• Attendance at Deutsche Bank UK &

Ireland Conference, Berenberg UK

Corporate Conference and Jefferies

Pan-European Mid-Cap Conference

• FY25 Q2 trading update announced

• FY25 interim results announced

• CEO and CFO interim results Q&A

videoon website

• Investor roadshows (UK and US) and

analyst presentations, both in-person

and virtually

• FY25 Q3 trading update announced

• Chair and Senior Independent Director

meeting with institutional shareholders

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Corporate Governance report

How the Board operates

During the year, the Board held eight meetings

and two dedicated strategy meetings. The Board

also meets when necessary to discuss important

emerging issues that require consideration

between scheduled Board meetings. The Chair

also met with the SID, and Non-Executive

Directors without the Executive Directors present.

If any Director is unable to attend, they can

provide their opinions and comments on the

matters under consideration via the chair of the

Board or relevant Committee Chair in advance

of the meeting. Other members of the senior

management team, external advisers and

industry experts are invited to attend Board

meetings to present and provide insight on

theitems being considered. The Company

Secretary or their nominee attends all meetings.

Key Board activities

The table provides a non-exhaustive record of key considerations of the Board during the year.

Strategy

• Had oversight of the annual strategy

andplanning process, discussed and

challenged the recommendations

regarding the Group’s future strategic

growth. Approved the FY26 strategy,

medium-term strategy and financial plan.

• Approved the sale of the Platinum SIPP and

SSAS business, taking into consideration

the strategy and three-year plan

• Considered the opportunities and

challenges faced by the Group in the

changing macroenvironment including

appropriate financial, strategic and

technological responses

• Reviewed analysis of recent developments

in the advised and D2C platform markets

and approved changes to product

propositions and the product governance

framework

People and culture

• Reviewed Board composition and succession

planning for the Board and senior management

• Held an externally-facilitated session to

consider how to enhance strategic decision

making by harnessing the diversity of thought

at Board level

• Engaged with our people through the

Employee Voice Forum, the employee

survey,the Annual Leaders’ Conference

andnetworking sessions

• Maintained oversight of people and talent

across the wider workforce and conducted

anannual review of the culture dashboard

• Received and reviewed updates on

ESGmatters

Finance and performance

• Reviewed and approved the Group’s capital

allocation framework

• Approved two share buyback programmes

• Approved the final and interim dividend

payments in accordance with the Group’s

dividend policy

• Reviewed and approved the Group’s interim

and full-year financial results and Annual

Report and Accounts prior to publication,

with consideration given to business viability

and the preparation of the accounts on a

going concern basis

• Reviewed and approved revisions to the

Group’s Financial Controls Policy

• Had oversight of financial performance

against the budget and market expectations

Risk management

• Considered stress testing activity, the

potential impact of the Group’s risks and

challenged and approved the Group’s

ICARA

• Approved the Group’s risk framework

andappetite and reviewed and approved

the Group Risk Management Policy

• Reviewed performance in line with

theagreed risk appetite

• Maintained oversight of cyber security

andreviewed the output of an external

report on cyber resilience

Regulatory and governance

• Oversaw compliance with key regulatory

initiatives such as the Consumer Duty and

operational resilience and approved the

related annual reports

• Reviewed and challenged CASS reports

• Hosted the FCA at a Board meeting and

held regular meetings with the FCA on

regulatory matters throughout the year

• Reviewed and approved the Group’s

Corporate Governance Manual

• Approved the appointment of the

Company Secretary

AJ Bell plc Annual Report and Accounts 2025

A focus on strategy

Strategy has been at the forefront of the

Board’s agenda this year – with a focus

onlong-term growth. Whilst diversity of

thought is already a key strength of the

Board, we remain committed to exploring

how we can utilise this further.

With that in mind, we invited an external

facilitator to our Board Strategy Day to

deliver an interactive session on the

power of disruptive thinking. This resulted

in the Board agreeing a set of objectives

to apply in future boardroom discussions.

The Board then conducted in-depth

reviews of key business areas, engaging

with executives to assess their strategic

proposals, with the benefit of having

considered earlier in the day how to

enhance strategic thinking, foster different

perspectives and drive innovation.

Board

Board Committees

Nomination

Committee

Audit

Committee

Risk & Compliance

Committee

Remuneration

Committee

Disclosure

Committee

Company Secretary

Non-Executives

Chair Senior Independent

Director (SID)

Non-Executive

Directors (NEDs)

Executives

CEO CFO

Proposition

Committee

Operational

Committee

Finance & Treasury

Committee

Executive Risk

Committee

Investment

Committee

Executive Committee

Corporate Governance report

2. Division of responsibilities

Governance structure

The chart summarises our governance

structure, which enables the Board to operate

effectively to discharge its duties and provide

oversight.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Roles and responsibilities

Board

Responsible for leading

theGroup and promoting

AJ Bell’s long-term

sustainable success

bysetting strategy to

generate stakeholder

value.Accountable for

monitoring culture and the

effectiveness of a robust

system of governance,

internal controls and

riskmanagement.

Chair

The Chair leads the Board to

ensure overall effectiveness

and shapes boardroom

culture by promoting open

and effective discussion at

meetings to enable valuable

contribution from all

participants.

The Chair meets regularly

with the SID, Non-Executive

Directors and CEO outside of

formal meetings during the

year. The Chair also leads the

annual appraisal of the CEO

by the Board.

CFO

As an Executive Director,

theCFO adds commercial

and internal perspectives

todiscussions at Board

meetings and supports

theCEO in communicating

senior management’s views

on business issues to the

Non-Executive Directors.

The CFO also holds specific

management responsibilities

in the day-to-day running of

the business.

SID

The SID provides a sounding

board for the Chair and is

available as an intermediary for

the Non-Executive Directors.

The SID is available for

shareholder communication

where normal lines of

communication are not

successful or where it is

considered more appropriate.

The SID also leads the annual

appraisal of the Chair by the

Non-Executive Directors.

NEDs

NEDs constructively challenge

the performance of the ExCo

inrelation to the delivery of

strategy and personal objectives.

Whilst the Representative

Director is not independent

under the Code and is a nominee

appointed to represent and

safeguard the interests of

amajor shareholder, he is

subject to the same duties

andresponsibilities as the other

NEDs, including the exercise

ofindependent judgement

andpromoting the success of

the Company for the benefit

ofits shareholders as a whole.

CEO

Under delegated authority

fromthe Board, the CEO is

responsible for the leadership

and management of the

business to achieve its

strategicobjectives and ensure

compliance with regulatory and

legal obligations. The CEO is

responsible for communicating

senior management’s views

onbusiness issues to the

Non-Executive Directors.

Corporate Governance report

Roles and responsibilities continued

Board Committees

Details of the roles and responsibilities of the

Board Committees, other than the Disclosure

Committee, can be found in the respective

committees’ report. The terms of reference

for all Board Committees are set out on the

website at ajbell.co.uk.

The Board has also established a Non-

Executive Director ESG Forum to undertake

bi-annual reviews of ESG issues, provide

insights and make recommendations to the

Board on ESG strategy and ESG-related risks

and opportunities.

Kina Sinclair

Group Legal Director

andCompanySecretary

Mo Tagari

Chief Technology Officer

Liz Carrington

HR Director

Executive Risk Committee

Oversees all assurance functions, including

regulatory compliance and risk management

(excluding external and internal audit).

Finance & Treasury Committee

Oversees financial and liquidity management,

forecasting, market disclosures, financial

controls and cash funds held on behalf

ofcustomers.

Operational Committee

Oversees operations and people, including

service quality, resilience, efficiency, workforce

engagement, talent management, employer

brand and culture.

Investment Committee

Oversees the management and distribution

ofinvestment products.

Executive Committee (ExCo)

Under delegated authority from the Board,

the CEO, supported by ExCo, is responsible

for implementation of strategy as well as

day-to-day operations. The CEO and

ExCoexercise their respective delegated

responsibilities within the confines of the

riskand control framework set by the Board.

ExCo is further supported by sub-committees

to perform its activities. This simplified

management structure effectively enables

theBoard to ensure that its governance

responsibilities are properly discharged.

The membership of ExCo comprises the CEO

and CFO (whose biographies can be found on

pages 72 and 73) and the leaders of the business

functions whose biographies can be found on

the Company’s website.

Michael Summersgill

Chief Executive Officer

Peter Birch

Chief Financial Officer

Billy Mackay

Managing Director, Advised

Charlie Musson

Managing Director, D2C

Karen Goodman

Chief Risk Officer

1 Supports compliance with Board procedures, advises on governance matters and regulatory compliance, and ensures timely circulation of papers and accurate meeting records.

Ryan Hughes

Managing Director, Investments

Stephen Vowles

Chief Marketing Officer

Proposition Committee

Oversees the management and distribution

ofAdvised and D2C products.

AJ Bell plc Annual Report and Accounts 2025

Nomination Committee

Oversees the procedure and process for Board

and senior appointments, succession planning

and reviews Board composition.

See report on page 82.

Audit Committee

Oversees financial and narrative statements,

systems of internal controls, internal and external

audit process, auditors and the related processes.

See report on page 85.

Risk & Compliance Committee

Oversees risk appetite, risk management

framework, and compliance with laws,

regulations and ethical codes of practice

andthe prevention of fraud.

See report on page 91.

Remuneration Committee

Ensures that the remuneration policy and

practices support strategy, promote long-term

sustainable success, and rewards fairly and

responsibly, within regulatory requirements.

See report on page 94.

Disclosure Committee

Oversees compliance with the Listing Rules,

Disclosure Guidance and Transparency Rules,

UKMarket Abuse Regulation and procedures

regarding the disclosure of highly confidential

andinside information.

Corporate Governance report

Time commitments

Members of the Board are expected to devote

such time to the affairs of the Group as is

necessary to enable them to perform their

duties as Directors. The time that Non-Executive

Directors are expected to commit to their role

varies according to their responsibilities.

Non-Executive Directors are expected to

commit a minimum of 30 days per year for

coreBoard activities and membership of Board

committees. Committee Chairs are expected

tocommit a minimum of 45 days per year.

TheSenior Independent Director is expected to

commit a minimum of 35 days per year, whilst

the Chair is expected to commit a minimum

of90 days per year. It is acknowledged that

Directors are likely to devote substantially more

time to their role than the required minimum.

During the year, the Board considered all

significant additional external appointments,

taking into consideration time commitment and

conflicts of interest, and approved the following:

• Julie Chakraverty as Non-Executive Director

of easyJet plc.

• Fiona Fry as Non-Executive Director of Direct

Line Insurance Group plc.

The Board was satisfied that no conflicts of

interest existed and that both Julie Chakraverty

and Fiona Fry continued to have sufficient time

to devote to the Company to discharge their

responsibilities effectively.

On the recommendation of the Nomination

Committee, the Board is satisfied that the Chair

and each of the Non-Executive Directors devote

sufficient time to their duties.

Independence

The Nomination Committee completed an

annual review of the independence of each

director and has assessed the balance of

independent Non-Executive Directors on

theBoard. It concluded that each of the

Non-Executive Directors, excluding the

Representative Director, remains independent.

On the recommendation of the Nomination

Committee, each has been assessed by the

Board to be independent as to character and

judgement and to be free of relationships and

other circumstances which could materially

affect the exercise of their judgement. Further

details setting out the Nomination Committee’s

review can be found on page 84.

At least half of the Board, excluding the Chair,

isconsidered independent. The Board believes

that its composition remains appropriate and

that no single individual or group dominates

thedecision-making process.

Board support, information and advice

The Directors have access to independent

professional advice at the Group’s expense,

aswell as to the advice and services of the

Company Secretary, who is available to advise

the Board on corporate governance matters.

The Company Secretary ensures appropriate

and timely information flows between the

Board, its committees and senior management,

enabling the Board to exercise its judgement

and make fully informed decisions when

discharging its duties.

3. Composition,

successionandevaluation

Board composition

The Board comprises the Chair, five Independent

Non-Executive Directors (including a Senior

Independent Director), two Executive Directors

and a Shareholder Representative Director.

As previously reported, Roger Stott retired and

stepped down from the Board as an Executive

Director in December 2024. and the Board

appointed Kina Sinclair as Company Secretary,

in addition to her role as Group Legal Director,

with effect from 1 November 2024.

The Board has delegated responsibility to the

Nomination Committee for reviewing Board

composition, succession planning for the Board

and senior management, and recommending

the selection and appointment of new directors.

The Board composition data can be found on

page 71 and details of Board diversity including

disclosure requirements under the Listing Rules

are set out in the Nomination Committee Report

on pages 83 and 84.

Each of the Directors are subject to annual

re-election and intend to submit themselves

forre-election at the 2026 AGM. All eligible

directors (save Evelyn Bourke who will step

down from the Board on 4 February 2026)

willbe recommended to shareholders for

re-election at the next AGM.

The terms and conditions of appointment of the

Chair and each of the Non-Executive Directors

are available for inspection during normal

business hours at the Company’s registered

office and at the AGM for 15 minutes before

andduring the meeting.

Succession planning

The Board has overall responsibility to ensure there

is adequate succession planning for the Board and

senior management. Itcontinues to review plans

for the orderly succession of appointments to

the Board and senior management so that the

right balance of appropriate skills and experience

is represented. The Nomination Committee is

responsible for keeping the leadership of the

Company under review including formulating

succession plans for the Board and senior

management and making recommendations to

the Board. Furtherdetails can be found in the

Nomination Committee report on page 83.

Board induction, training

anddevelopment

On appointment, all Directors undertake an

induction programme which includes meeting

with the Chair, Executive Committee, and other

members of the senior management team. Areas

covered include an overview of the Company’s

business strategy and operating model, products

and markets, capital management and financial

controls, and risk and governance responsibilities.

Each induction is tailored to the individual skills

and experience of the Director.

To enable all Directors to fulfil their duties

effectively and remain informed of changes

tolegislation, regulation and market practice,

training sessions are delivered by internal or

external advisers and industry experts where

appropriate. During the year, the Board received

internal and external presentations on the

regulatory landscape, asset allocation and

corporate governance. Non-Executive Directors

are also encouraged to attend external training

on topics which they consider appropriate for

their professional development needs.

As part of the annual appraisal process,

Executive Directors undertake performance

reviews and the Chair reviews and agrees

thetraining and personal development

requirements of the Non-Executive Directors.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Corporate Governance report

Board and Committee evaluation

The Board conducts an annual review of its

performance, which is a key mechanism for

ensuring that it continues to operate effectively,

and for setting objectives and development

areas for the forthcoming year. This annual

review is conducted through a formal evaluation

and considers the work of individual Directors,

the Board and Board Committees.

2024 Board performance review

An externally facilitated review of the Board and its Committees was undertaken in 2024. The process and outcomes of the review were set out in

lastyear’s Annual Report. The Chair evaluated the performance of the Non-Executive Directors, and the Non-Executive Directors led by the Senior

Independent Director evaluated the performance of the Chair during the year. The findings of the review of the Board and each of its Committees

indicated that the Board was operating effectively overall, however recommendations were identified. Progress against these recommendations is

reported in the following table.

Recommendation Progress

Review the Board agenda to rebalance

thetimespent on strategic matters versus

operational oversight.

The Board agenda has been reviewed and more time has been allocated to strategic matters,

whilemaintaining an appropriate allocation of time for operational oversight. There has also

beenan increase in the number of presentations from external presenters at Board meetings

onstrategic matters during FY25.

Continue to devote greater focus to longer-term

strategic issues and deliver a clear ambition on

strategic objectives.

The Board has continued to prioritise longer-term strategic matters and the 2025 strategy

andplanning process had a specific focus on articulating a longer-term strategic ambition

forthenext 5 years.

Review Board Committee membership in light of

the appointment of new Non-Executive Directors.

The Nomination Committee reviewed the existing membership of all Board Committees which

concluded with some changes being approved with effect from July 2024 and October 2024.

Enhance the quality of Board papers

andmanagement information.

A review of Board papers has been undertaken, which led to the implementation of a new

template for Board papers and supporting guidance for preparing papers.

Review the Board and Committee calendar

tooptimise time spent in Manchester.

The annual governance calendar has been assessed, and adjustments have been made to enhance

efficiency and maximise the value of in-person engagements.

2025 Board performance review

This year’s review of the Board and its Committees was internally led and involved the members and, where appropriate, other key individuals involved in

its workings, providing feedback to the chair of the relevant governance body. The feedback provided was then collated and the findings were presented

by the chair of the relevant body to its members for review and discussion. Following discussion of the findings, actions were agreed to address

improvement opportunities which had been identified, the implementation of which will be overseen by the chair of the relevant governance body.

Recommendation

Strengthen the articulation of strategy across the organisation by enhancing internal communication, aligning messaging at leadership levels,

andtaking measures to ensure that strategic objectives are understood and consistently conveyed.

Increase Board visibility and engagement with senior management below the Executive Committee, and report on insights from internal engagements.

Continue to improve the consistency and quality of Board and Committee meeting papers by harmonising content and ensuring clarity,

relevanceand alignment with strategic objectives.

Keep under review the size and composition of the Board, ensuring optimal size and effectiveness.

Continue to enhance Board oversight of stakeholder engagement, with particular focus on customers by incorporating regular insights and metrics

into Board reporting and discussions.

2024

External

evaluation

2027

External

evaluation

2026

Internal

evaluation

2025

Internal

evaluation

AJ Bell plc Annual Report and Accounts 2025

Corporate Governance report

4. Audit, risk and internal control

Within the Statement of Directors’

responsibilities set out on page 117, the

Directors have declared that they consider the

Annual Report and Financial Statements as a

whole to be a fair, balanced and understandable

assessment of the Group’s position and

performance, business model and strategy.

Details of the composition and work of the Audit

Committee, including its role in relation to the

2025 Annual Report and Financial Statements

can be found on pages 85 to 90. The

description of the business model and strategy

for delivering the objectives of the Group are on

page 11.

The Board monitors the Group’s risk management

and internal control systems on an ongoing basis

and carries out a review of their effectiveness.

Whilst the Board retains overall responsibility, it

has delegated oversight of the risk management

framework and internal control systems to the

Audit Committee and Risk & Compliance

Committee. Further information on the

composition of the Committees, and their roles

and responsibilities and activities throughout the

year, can be found on pages 85 to 90 and 91 to

93, respectively.

A robust assessment of the emerging and

principal risks faced by the Group, including

those that would threaten its business model,

performance, solvency and liquidity, has

beencarried out and the Board approved

theassessment during the year. The Group’s

ongoing process for identifying, assessing

andmanaging the emerging and principal risks

faced by the Group and the risks and mitigating

factors, are detailed in the risk management

section on pages 58 to 60. Details of the

Directors’ assessment of the viability of

theGroup can be found on page 68.

5. Remuneration

The Remuneration Committee assists the Board

in fulfilling its responsibility to shareholders to

ensure that remuneration policy and practices

support strategy and long-term sustainable

success whilst rewarding fairly and ensuring

thatincentives and rewards align with culture.

The Remuneration Committee has delegated

responsibility for determining the policy for

executive remuneration and setting remuneration

for the Chair of the Board, CEO, other Executive

Directors, members of the senior management

team, individuals who are classed as being

material risk takers and certain risk and

compliance members of the workforce.

Duringthe year no individual Director was

involved in deciding their own remuneration.

For details of the work of the Remuneration

Committee and the Directors’ Remuneration

Report, see pages 94 to 112.

Annual General Meeting

The AGM will be held on 4 February 2026 at

10.00 BST at AJ Bell, 4 Exchange Quay, Salford

Quays, Manchester, M5 3EE. Shareholders will

be invited to attend in person or by proxy.

Further details about how shareholders can

attend the AGM, ask questions and vote by proxy

are set out in the notice of the 2026 AGM.

To further engage with our shareholders,

avideo featuring our Chief Executive Officer,

Michael Summersgill, and Chief Financial

Officer, Peter Birch, summarising the key

highlights of our 2025 annual results and

sharing our outlook for 2026 will be published

on our website at ajbell.co.uk/group/investor-

relations on 4 December 2025.

Fiona Clutterbuck

Chair

3 December 2025

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Nomination Committee report

Meeting cadence

The Committee is scheduled to meet at least twice per year

andmay meet at other times at the discretion of the Chair

orupon request by any Committee member. During the year,

theCommittee had two scheduled meetings and one additional

ad hoc meeting in October 2024, for an executive appointment.

Roles and responsibilities

The role of the Committee is to assist the Board in fulfilling

itsoversight responsibilities by reviewing and monitoring the:

• leadership and succession needs of the business, making

recommendations to the Board in respect of appointments

tothe Board, its Committees and ExCo, and ensuring the

development of a diverse pipeline for succession;

• structure, size and composition of the Board, its Committees

and ExCo, making recommendations to the Board about any

changes that are necessary;

• balance of skills, knowledge, experience and diversity on the

Board, its Committees and ExCo; and

• performance of the Board by overseeing the annual evaluation

process.

The Committee’s full role and responsibilities are outlined in its

formal terms of reference, available on the Group’s website at

ajbell.co.uk/group/investor-relations/board-committees.

Dear Shareholder

As Chair of the Nomination Committee

(Committee), I am pleased to present the

Committee’s report for the year ended

30September 2025.

Throughout the year, the Committee continued

to ensure that the Company is led by a Board

and senior management with the combination

of skills and experience required to deliver

sustainable success for the benefit of all our

stakeholders.

Membership and composition

Membership of the Committee is

reviewedannually by the Chair as part of the

Committee’s performance evaluation process.

Recommendations for new appointments

aremade to the Board for their approval.

At year end, the Committee comprised four

Non-Executive Directors; myself as Non-

Executive Chair and Chair of the Committee,

Evelyn Bourke, the Senior Independent Director,

Eamonn Flanagan and Margaret Hassall, both

ofwhom are independent Non-Executive

Directors. Biographical information on each

member is set out on pages 72 to 73.

The Company Secretary serves as Secretary

tothe Committee. The Chief Executive Officer,

other members of the senior management team

and external advisers are invited to attend the

Committee’s meetings by the Chair, as and

when considered appropriate.

Main activities FY25

The Committee follows an annual cycle of

work to ensure that all responsibilities are

fulfilled over the course of the financial

year. In FY25, the key areas of focus

included:

October

• Executive appointment

July

• Annual review of Board, Board

Committee and ExCo composition

(including skills, experience,

independence, knowledge and

diversity)

• Annual review of Board and

ExCosuccession planning

• Annual review of Committee terms

ofreference

September

• Annual assessment for the re-election

of Directors

• Board and Committee effectiveness

review

• Annual review of the Group’s Diversity

and Inclusion Policy

Fiona Clutterbuck

Chair of the Nomination Committee

AJ Bell plc Annual Report and Accounts 2025

Board and Board Committee

composition

In October 2024, the Committee reviewed

Board Committee membership and Evelyn

Bourke stepped down from the Remuneration

Committee with effect from 10October 2024.

The Committee recommended that Eamonn

Flanagan be appointed to the Remuneration

Committee, providing both continuity and

gender diversity.

Following Roger Stott’s retirement as Chief

Operations Officer (COO) and Executive

Director in December 2024, the role of the COO

was retired. The associated FCA Senior Manager

Function responsibilities were reassigned to

Peter Birch (CFO) and Mo Tagari (CTCSO). There

were no appointments to the Board during the

financial year.

In July 2025, the Committee reviewed the existing

membership of the Board and its Committees,

taking account of the governance rules and best

practice on Committee composition as well as

Committee Chair succession considerations.

The review concluded that no changes were

required this year.

At the end of the financial year, the Board

comprised the Chair, five independent Non-

Executive Directors, one non-independent

Non-Executive Director and two Executive

Directors. This composition aligns with the

requirements of the Code, which requires

thatover half of the Board, excluding the Chair,

be independent Non-Executive Directors.

The Board also met all FCA diversity

requirements, including achieving at least

50%female representation, ensuring that

atleastone member of the Board was from

aminority ethnic background, and ensuring

thatat least one of the Chair, CEO, CFO or

Senior Independent Director was a woman.

Subsequent to the year end, Evelyn Bourke,

Senior Independent Director, informed the

Board of her intention to step down from the

Board with effect from 4 February 2026. I would

like to thank Evelyn for her invaluable contribution

since joining the Board in July 2021. Fiona Fry,

Chair of the Risk & Compliance Committee, will

take on the role of Senior Independent Director.

Executive appointments

During the year, the Committee recommended

to the Board the appointment of Ryan Hughes,

Interim Managing Director of AJ Bell Investments,

as the Managing Director of AJ Bell Investments.

In addition, the Committee recommended to

the Board the appointment of Stephen Vowles

as Chief Marketing Officer.

Details of AJ Bell’s Executive Committee can be

found on page 78.

Succession planning

The Committee regularly considers the leadership

of the Company including reviewing succession

plans for the Board and ExCo and making

recommendations to the Board. Toensure

theCompany’s leadership has the talent needed

for the future, the Committee received updates

on executive succession management and

reviewed both short-term contingency and

long-term succession planning for the members

of the ExCo during the year. This provided the

Committee with a view of the talent pipeline

ofpotential leaders in the business and an

understanding of where the gaps were and

theactions to be taken to address capability

requirements.

At Board level, the Committee reviewed and

recommended to the Board for approval,

theNon-Executive Director succession plan.

The succession plan caters for contingency /

emergency planning (for sudden and

unforeseen absence / departures of directors)

and long-term planning for the orderly

replacement of current board members.

As part of the Board’s succession planning,

theprocess to recruit a new independent

Non-Executive Director to chair the Investment

Committee, a sub-committee of the ExCo, has

commenced. Details regarding the recruitment

process and its outcome will be provided in next

year’s report.

Board diversity statement

The Board believes it is important that both the

Board and ExCo are diverse in multiple dimensions.

The Committee leads the Board’s diversity and

inclusion agenda and sets measurable objectives

for the Board and ExCo with the aim of

continuously improving diversity of thought

and,in turn, the quality of debate and decision-

making.

It is the Board’s policy for all appointments to

bemade on merit, in the context of the skills,

experience and knowledge which the business

requires to be effective. Selection processes take

into account the wider elements of diversity, with

a view to ensuring the composition of the Board

and other governance bodies is appropriately

balanced to support the strategic direction of

the Group.

For Board appointments, AJ Bell will only

engage with executive search firms who have

signed up to the Voluntary Code of Conduct

around diversity. Search firms are required to put

forward a diverse range (across multiple criteria)

of credible, qualified candidates for both

executive and non-executive roles. Specifically,

where appropriate search firms are required to

consider candidates for appointment as

Non-Executive Directors from a broader pool,

which may include those with little or no prior

FTSE board experience.

The Board is committed to the recommendations

of the Parker Review on having a minimum of one

director from an ethnically diverse background

and the FTSE Women Leaders target of a

minimum of 40% female representation on the

Board. I am pleased to report that the Company

has met both targets.

The information below is provided in compliance

with reporting requirements under the Listing

Rules. The Company is required to disclose in its

Annual Report, certain diversity metrics relating

to the composition of its Board and executive

management, as well as its performance against

three diversity targets that have been set by the

FCA. Information on gender / sex and ethnicity

is collected from the Board and executive

management at the recruitment stage.

The information below is provided as at

30September 2025 and confirms that the

Company has met all of the following targets

onboard diversity: (1) at least 40% of its board

ofdirectors are women; (2) at least one of its

most senior positions on the Board is held by

awoman; and (3) at least one individual on

theBoard is from a minority ethnic background.

Inthe case of the first and second targets, these

have been exceeded, with women representing

over 50% of the Company’s Board and both the

roles of Chair and the Senior Independent

Director (SID) being held by women.

Nomination Committee report

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Reporting on gender or sex as at 30 September 2025

Number of

Board

members

Percentage

ofthe

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage

ofexecutive

management

Men 4 44% 2 7 70%

Women 5 56% 2 3 30%

Not specified / prefer not to say – – – – –

Reporting on ethnic background as at 30 September 2025

Number of

Board

members

Percentage

of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage

ofexecutive

management

White British or other White

(including minority-white groups) 8 89% 4 7 70%

Mixed Multiple Ethnic Groups – – – 1 10%

Asia / Asian British 1 11% – 1 10%

Black / African / Caribbean /

Black British – – – 1 10%

Other ethnic groups, incl. Arab – – – – –

Not specified / prefer not to say – – – – –

Note: data on ‘prefer not to say’ not included as would have an impact on anonymity

Performance against FCA diversity targets

Target Outcome Position as at 30 September 2025

At least 40% of members of the Board

arewomen

Exceeded Over 50% of members of the Board

arewomen

At least one senior Board position (Chair,

CEO, SID or CFO) is held by a woman

Exceeded The positions of Chair and SID are held

bywomen

At least one director from a minority

ethnicbackground

Met One Board director is from a minority

ethnic background

At senior management level, a need to improve

diversity will remain a key area of focus, in

particular, in relation to natural succession

changes, as and when they occur.

During the year, the Committee reviewed and

updated our existing Diversity Policy in order

toensure that it still remained relevant to the

changing needs of the business. The objective

of the policy is to set out our commitment

atBoard level to improving diversity.

Information on the gender balance of those

insenior management and their direct reports

isset out in the Strategic report on page 41.

Re-election of Directors

The Committee performed its annual review of

the independence of all Non-Executive Directors,

with reference to their independence of

character and judgement and whether any

circumstances or relationships exist which

couldaffect their judgement. The Committee

considered the circumstances set out in the

2018 UK Corporate Governance Code (The

Code), which are likely to impair or could

appearto impair the independence of each

Non-Executive Director.

The Committee concluded that each of

theNon-Executive Directors (other than the

Representative Director, Les Platts) remained

independent under the Code. Under a

Relationship Agreement, Andy Bell, the former

Chief Executive Officer and a co-founder of the

Company, is the largest individual shareholder,

has the right to nominate one Director for

appointment to the Board. As an appointee

ofashareholder, the Representative Director

isnot considered independent but contributes

by providing a link to Andy Bell’s experience as

well as his own in-depth knowledge of AJBell

and the financial services sector.

The Code requires the Chair to be independent

on appointment. Thereafter, the test of

independence no longer applies to this role.

TheChair’s independence was scrutinised

during the selection process and was deemed

tobe independent on appointment.

Prior to recommending the reappointment of

the serving Directors to the Board, the Committee

considered the independence, time commitment,

external appointments and conflicts of interest

required for Non-Executive Directors to fulfil

their responsibilities and compliance with

anyapplicable Code and FCA requirements.

Detailed consideration was given to each

Director’s contribution to the Board and,

whereapplicable, its Committees, together

withthe overall balance of knowledge, skills,

experience, and diversity.

Following that review, the Committee was

satisfied that the Board continued to be

effectiveand has therefore recommended

there-election of all of the members of the

Board at the 2026 AGM.

Subsequent to the year end, Evelyn Bourke

notified the Board of her intention to step

downfrom the Board on 4 February 2026,

andconfirmed she will not seek re-election

atthe forthcoming AGM.

Board and Committee evaluations

In July 2025, the Committee participated in

theinternal Board evaluation. The findings were

reviewed by the Committee in September 2025

and confirmed that the Committee continues to

operate effectively. Further detail of the entire

Board and Committee evaluation process can

be found on page 80.

Nomination Committee priorities

forFY26

The Committee will focus on the following

keyareas during the forthcoming year:

• considering what other actions need to be

taken to further support ongoing business

growth and increasing stakeholder

expectations;

• continued focus on succession planning at

Board and senior management level to ensure

there is a strong and diverse talent pipeline;

and

• assistance with the internal evaluation of the

Board and its Committees.

Fiona Clutterbuck

Chair of the Nomination Committee

3 December 2025

Nomination Committee report

AJ Bell plc Annual Report and Accounts 2025

Audit Committee report

Meeting cadence

The Committee is scheduled to meet four times per year at

appropriate intervals in the financial reporting and audit cycle.

Further meetings may be convened at the discretion of the Chair

or upon request by any Committee member. During the year, the

Committee had four scheduled meetings and one additional ad

hoc meeting in January 2025, to consider the reporting in

relation to the Client Asset Sourcebook (CASS) review.

Roles and responsibilities

The role of the Committee is to assist the Board in fulfilling its

oversight responsibilities by reviewing and monitoring the:

• integrity of the Group’s financial and narrative statements

andother financial information provided to shareholders;

• Group’s systems of internal controls, including financial

reporting risk;

• Group’s internal and external audit processes and auditors; and

• Group’s processes for compliance with laws, regulations and

ethical codes of practice, the UK Corporate Governance Code

and the FRC Audit Committees and the External Audit:

Minimum Standard.

The Committee’s full role and responsibilities are outlined in its

formal terms of reference, available on the Group’s website at

ajbell.co.uk/group/investor-relations/board-committees.

Dear Shareholder

As Chair of the Audit Committee (Committee),

Iam pleased to present the Committee’s report

for the year ended 30 September 2025.

In addition to maintaining a strong focus on its

core responsibilities, the Committee placed

particular focus on transition to our new

external auditor PricewaterhouseCoopers LLP

(PwC), who were appointed at our 2025 AGM.

We are pleased to note that the transition to

PwC was completed effectively and efficiently.

The Committee also oversaw the appointment

of a new Head of Internal Audit, further detail of

which is included within the report, and

continued to proactively monitor developments

across the evolving regulatory landscape.

As we look ahead, the Committee’s priorities

willinclude evaluating PwC’s audit effectiveness

following completion of the first full-year audit

cycle, supporting the evolution of the internal audit

function, and preparing for the new governance

requirements under the revised UKCode.

Membership and composition

Membership of the Committee is reviewed

annually by the Chair as part of the

Committee’sperformance evaluation process.

Recommendations for new appointments are

made in consultation with the Nomination

Committee and are subject to approval by

theBoard.

At year end, the Committee comprised four

independent Directors; myself as independent

Non-Executive Director and Chair of the

Committee, Evelyn Bourke, the Senior

Independent Director, and Fiona Fry and Julie

Chakraverty, both of whom are independent

Non-Executive Directors. Biographical information

on each member is set out on pages 72 to 73.

The Board is satisfied that the Chair of the

Committee has recent and relevant financial

experience, and the Committee as a whole has

competence relevant to the business sector in

which the Group operates.

The Company Secretary serves as Secretary

totheCommittee. The Chief Executive Officer,

ChiefFinancial Officer, Chief Risk Officer, Finance

Director and other senior members of the Finance

Team are regularly invited to attend meetings and

provide insight and updates on relevant matters.

The external auditor and Head of Internal Audit

attended all meetings during the year.

The Chair has regular meetings with the Chief

Financial Officer, external audit partner and

Head of Internal Audit to discuss key audit-

related topics ahead of each Committee

meeting. In addition, the Committee also

meetsprivately with the external audit partner,

the Head of Internal Audit, the Chief Risk Officer

and Chief Financial Officer at least once a year.

Eamonn Flanagan

Chair of the Audit Committee

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Main activities FY25

The Committee follows an annual cycle of work to ensure that all responsibilities are fulfilled over the course of the financial year. In FY25, the key areas of focus included:

November

Financial reporting

• Review and approval of Annual Report

andAccounts

• Assessment of Annual Report and

Accounts being fair, balanced and

understandable

• Statement of viability and going concern

• Update on key judgements and estimates

• Review of results announcement

• Update on regulatory and market

developments

External auditor

• Year end external auditor findings report

and audit opinion

• Review and approval of management

representation letter

• Confirmation of external auditor

independence

• CASS audit update

Internal audit and controls

• Update on IT General Controls

• Internal Audit status update on FY25 audit

plan

• FY24 Internal Audit opinion

Governance

• Annual meeting with external auditor

• Annual meeting with internal auditor

• Annual meeting with CRO

• Annual meeting with CFO

November continued

• Recommendation to Board on external

auditor appointment

• FY24 annual evaluation of internal auditor’s

performance

• Key changes to the UK Code

January

Financial reporting

• Review of the limited assurance and reasonable

assurance reports in relation to CASS

External auditor

• CASS findings report and opinion

April

Financial reporting

• Review of key judgements and estimates for

the half-year

• Update on regulatory and market

developments

• CASS audit update

External auditor

• Scope of the interim review, preliminary audit

plan and update on transition

• Review and approval of fee proposal for

interim review and profit verification

Internal audit and controls

• Update on IT General Controls

• Internal Audit status update on FY25 audit plan

April continued

Governance

• Review and approval of the annual

Whistleblowing report and policy

• Approval of the Head of the Internal

Auditfunction

May

Financial reporting

• Review and approval of Interim Accounts

• Going concern assessment

• Update on key judgements and estimates

• Update on regulatory and market

developments

External auditor

• Interim review findings and review opinion

• Update on FY25 year end audit

• Review and approval of management

representation letter

• Confirmation of external auditor

independence

Internal audit and controls

• Internal Audit status update on the FY25 audit

plan, plan refresh and proposed FY26 audit plan

• Update on Combined Assurance Model

September

Financial reporting

• Review of key judgements and estimates

for year end

• FRC Corporate Reporting Review (CRR)

correspondence response review

• Update on regulatory and market

developments

External auditor

• Review and finalisation of FY25 audit plan

and year end audit update

• Review and approval of the fee proposal

for the Statutory and CASS audits

Internal audit and controls

• Annual assessment of internal controls

• Internal Audit status update on the FY25

audit plan

• Review and approval of the Annual Internal

Audit plan for FY26

• Evaluation of internal auditor effectiveness

• Identifying material internal controls update

Governance

• Review findings from Annual Committee

evaluation

• Annual review of Committee terms of

reference

• Annual review of Non-Audit Services Policy

• Annual review and approval of Tax Strategy

Audit Committee report

AJ Bell plc Annual Report and Accounts 2025

Financial reporting

Financial statements

One of the core responsibilities of the Committee is to ensure the integrity of the Group’s financial

reporting, which includes overseeing the effectiveness of the financial control environment.

In respect of the financial year, the Committee:

• reviewed the Interim and Annual Report and Financial Statements, and recommended approval

bythe Board;

• reviewed the clarity and completeness of financial reporting disclosures;

• reviewed reports from management, considered all significant financial reporting judgements

forthe financial statements and reviewed any related disclosures;

• assessed the application and appropriateness of significant accounting policies in the year; and

• reviewed the Group going concern assumptions and viability statement.

Accounting judgements and estimates

The Committee assessed and challenged the appropriateness of the judgements and estimates

applied by management in the preparation of the Interim and Annual Report and Financial

Statements. As part of its review, the Committee considered the following:

Area for

consideration Committee review and conclusion

Intangible assets

and impairment

The Committee reviewed management’s paper to support the carrying

amount of intangible assets held by the Group. The review is supported by

Board-approved forecasts and the sensitivities applied concluded that no

impairment was required. Following the launch of AJ Bell Touch earlier this

year, a review determined that the intangible assets related to the Touch

proposition are to be included within the wider group CGU for the purpose of

impairment testing. The Committee was satisfied with the conclusions.

Goodwill and

Cash Generating

Units (CGUs)

The Committee considered the impairment review carried out by

management. This included assumptions on the underlying calculation of the

value-in-use of the CGU tested for impairment. The underlying cash flow

assumptions are supported by Board-approved forecasts. The main

assumptions, discount rate and sensitivities are included within note 13 to the

consolidated financial statements. The Committee approved the assumptions

and judgements made, concluding that the carrying value of goodwill within

the consolidated financial statements is appropriate.

Share-based

payments

The Committee reviewed the key assumptions used for the valuation of options

granted under the Company’s share-based incentive schemes. The basis of

accounting and disclosures made were also considered appropriate and

consistent. The Committee was satisfied that the assumptions used, including

the performance period over which fair values are recognised were appropriate.

Area for

consideration Committee review and conclusion

Provisions

The Committee reviewed management’s paper presenting the assumptions

and calculation methodologies applied in determining provisions. For the

provision relating to redress for historic SIPP operator due diligence issues

inrespect of distressed non-standard investments, judgement is exercised

inrelation to the scope of the provision population and the assumptions

determining the value of compensation required.

In addition to considering the appropriate application of IFRS and the

recognition principles, the Committee was satisfied that the procedures

performed by management to estimate and quantify provisions were

sufficiently robust.

Further information on the nature of the provisions is included within note 22

to the consolidated financial statements.

TCFD climate risk

reporting

Disclosures on climate-related matters are set out on pages 50 to 56 of the

Strategicreport.

The Committee reviewed the Group’s TCFD climate risk disclosure

responsibilities including the net zero transition plan and near-term targets,

aspart of its review of the Annual Report process for FY25. This review

ensured that the reporting met the key statutory and regulatory obligations

with clear ‘comply or explain’ disclosure.

These areas have been discussed with the external auditor to ensure that the Group makes

appropriate judgements and provides the required level of disclosure. Following consideration of

the above, the Committee concluded that there are no items that should be classified as significant

or critical judgements in the context of the 2025 Annual Report and Financial Statements.

Going concern and viability

The Committee reviewed a detailed paper presented by management setting out the assumptions

underlying the going concern assessment and viability statements. The Committee considered

additional stress test scenarios covering a significant reduction in equity market values, a temporary

reduction in interest income and an idiosyncratic scenario relating to internal IT issues caused by

deterioration in service from the two key platform software providers.

The Committee recommended to the Board that it was appropriate for the Group to adopt the

going concern basis of accounting in preparing the Annual Report and Financial Statements for the

year ended 30 September 2025 and that based on current information they could make the viability

statement on page 68.

Audit Committee report

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

FRC correspondence

In February 2025, we received a letter from the

Financial Reporting Council Corporate Reporting

Review Team as part of its ongoing monitoring

of UK corporate reporting. This letter informed

us that it had carried out a review of our 2024

Annual Report and Financial Statements in

accordance with Part 2 of their Corporate

Reporting Review Operating Procedures, and

that the review had not raised any questions or

queries which required a substantive response.

Asmall number of disclosure points were noted

as part of the review which require minor

amendment and as a result, we have enhanced

the relevant disclosures in our 2025 Annual

Report and Financial Statements.

The FRC also requested that it be made clear the

inherent limitations of the review; in particular

itnoted in its letter that its review provides no

assurance that the 2024 Annual Report and

Financial Statements are correct in all material

respects and that the FRC’s role is not to verify

the information provided, but to consider

compliance with reporting requirements. The

FRC also noted its review did not benefit from

detailed knowledge of the Group’s business or

an understanding of the underlying transactions

entered into.

Fair, balanced and understandable assessment

At the request of the Board, the Committee

reviewed the Annual Report and Financial

Statements, taken as a whole, to advise the

Board on whether it considers the report to

befair, balanced, and understandable.

The Committee considered the procedures

around the preparation, review and challenge

ofthe Annual Report and Financial Statements;

the information and reporting it received from

management and the external auditor; and

thediscussions that took place during the year.

TheCommittee also considered the narrative

sections of the reports to ensure there was

consistency in the information reported, that

appropriate weight had been given to both

positive and negative aspects of business

performance and that key messages had

beenpresented coherently.

Following its review, the Committee

recommended the FY25 Annual Report and

Financial Statements to the Board for approval,

advising that it considered the report to be

fair,balanced and understandable, providing

shareholders with the necessary information

toassess the Group’s position, performance,

business model and strategy.

The Directors’ statement on a fair, balanced

andunderstandable Annual Report and Financial

Statements is set out on page 117.

CASS

The Committee reviewed the reasonable

assurance reports and limited assurance reports

for the financial year in relation to CASS for all

regulated entities within the Group. The Committee

also challenged management asrequired

onthecontent and procedures surrounding

thosereports.

Internal controls

The Committee, alongside the Risk & Compliance

Committee, oversees the effectiveness of the

Group’s internal control and risk management

systems. These systems are designed to identify,

evaluate and manage, rather than eliminate,

therisks to achieving business objectives and

can only provide reasonable and not absolute

assurance against material misstatement or loss.

By monitoring these controls, the Committee

maintains a good understanding of business

performance, key judgements and management’s

decision-making processes.

During the financial year the Committee:

• reviewed the adequacy and effectiveness

ofthe Group’s internal controls and internal

control systems;

• reviewed the adequacy and effectiveness

offinancial reporting;

• considered and approved the internal audit

plan for the year;

• considered reports from the Head of Internal

Audit, challenged the robustness of findings

and agreed actions;

• monitored progress in management’s

responsiveness to resolving audit issues

andcontrol recommendations raised; and

• reviewed and approved the internal controls

and risk management statements in the

Annual Report and Financial Statements.

The Committee is satisfied that the Group had

appropriate procedures in place throughout the

year and to the date of signing, which accord

with the FRC guidance on risk management,

internal control and related financial and

business reporting.

The Board’s statement on internal control and risk

management can be found on page 81.

In preparation of the implementation of the

revised UK Corporate Governance Code 2024,

management commenced work to assess the

Group’s readiness for these changes and began

structured planning to ensure the Group can

meet the new Provision 29 requirements relating

to enhanced reporting on the effectiveness of

material controls which apply from 1 January

2026. The Audit Committee has been briefed on

this work and will continue to oversee progress

throughout 2026. These preparations will ensure

the Board is able to make the required declaration

on the effectiveness of risk management and

internal control when the new provisions come

into effect.

Internal Audit

The Internal Audit function has continued

toenhance the Committee’s oversight and

assurance capabilities by supporting the business

in improving the overall control environment and

identifying risks requiring mitigation. The function

has continued to deliver audits across the

business covering a wide range of topics

including Operations, Product, and Risk and

Financial Crime.

As anticipated, Paul Sleney retired as our Head of

Internal Audit during FY25, following three years

with the business. During his tenure, Paul

successfully established an effective in-house

Internal Audit function, supported by a team of

experienced auditors. The Committee is grateful

for Paul’s dedication and his significant

contribution to AJ Bell, and wish him the best

inhis retirement.

Audit Committee report

AJ Bell plc Annual Report and Accounts 2025

Following a comprehensive search and

recruitment process, Andrew Wallwork was

appointed as our new Head of Internal Audit.

Andrew joined AJ Bell on 21 July 2025 and, upon

receiving FCA approval, was formally appointed

as SMF5. He brings extensive experience having

previously held an SMF5 position, and the

Committee looks forward to the expertise

andinsight Andrew will bring to AJ Bell.

The Head of Internal Audit has direct access

tothe Committee Chair, and the function has

unrestricted access, where necessary, to the

Group’s records, physical assets and people

required to perform its engagements. Further

information on the Internal Audit function is

available in the Internal Audit Charter (reviewed

and approved annually by the Committee) at

ajbell.co.uk/group/investor-relations/board-

committees. During the year, the Committee

approved minor changes to the Internal Audit

Charter to support alignment with the updated

Global Internal Audit Standards and Internal

Audit Code of Practice.

The Committee approves an Internal Audit

Planannually. The plan is supported by a

rollingthree-year strategy, designed to ensure

comprehensive coverage of all critical business

areas over the period. It also considers the views

of internal and external stakeholders (including

the FCA’s published priorities and co-source)

aswell as output from the Group’s Purpose,

Strategy and Planning process. The plan is

reviewed by the Committee periodically

throughout the year to confirm it remains

relevant for new and emerging circumstances.

For FY26, the Committee approved the annual

audit plan at its September 2025 meeting.

To support the delivery of this year’s audit plan,

resources from specialist co-source partners

Deloitte LLP, Avyse Partners, and Forvis Mazars

LLP were used on the following assignments:

Remuneration and Reward, Risk Management

Framework, Financial Crime Maturity Plan,

andSMF24 Risk / Capacity Assessment.

Other audit reviews undertaken in the year

include the following: operational resilience,

orphan clients, platform investments and

end-user computing tools.

In addition to performing audit reviews and

providing risk advisory services, Internal Audit

leads the development of the Combined

Assurance Model (CAM). Aligned with both first

and second lines of defence, the purpose of the

CAM is to present a consolidated view of each

line’s assurance activities in the understanding,

control and management of risk. Internal Audit,

with support from both first and second line,

willcontinue to develop, refine and embed the

CAM over the coming year.

The Committee met with the Head of Internal

Audit without management present and with

management without the Head of Internal Audit

present. There were no significant issues raised

during these meetings.

The Committee conducts an annual review

ofthe Internal Audit function to assess its

independence, effectiveness, and whether the

quality, expertise and experience remain fit for

purpose. In September 2025, the Committee

concluded that the function continues to

perform well and remains effective.

The Committee also agreed that an external

quality assessment of the Internal Audit function

should be conducted by FY27, in line with Global

Internal Audit Standards.

External audit

Tenure

In 2023, the Committee conducted a

competitive tender process, in line with the

FRC’s Best Practice Guide to Audit Tendering

and recommended the appointment of PwC

asexternal auditor to the Board, which was

approved. At the 2025 Annual General Meeting,

shareholders approved the appointment of

PwCas the Group’s external auditor and

BDOresigned after five years in position.

The Committee confirms that the Group has

complied with the requirements of the Statutory

Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee

Responsibilities) Order 2014 for the financial

year under review.

Oversight of external audit

The Committee oversees the relationship with the

external auditor, PwC and the work they undertake.

This includes making recommendations to the

Board regarding the appointment, reappointment

and removal of the external auditor, and

monitoring their effectiveness and independence.

As part of its oversight, the Committee evaluates

the external auditor’s qualifications, expertise,

resources and independence, as well as the

overall effectiveness of the audit process.

A key focus for the Committee this year has

been overseeing the transition process and the

preparations for PwC’s first year audit to ensure

its effectiveness. The Committee has received

regular updates on the progress of the transition

plan and by May 2025, all planned transition

activities had been successfully completed. The

Committee was pleased with the quality of the

transition, noting the expertise demonstrated

and high level of engagement from PwC

throughout the process.

In addition to monitoring the transition plan,

theCommittee approved the audit plan, the

proposed audit fee and terms of engagement

for 2025. The Committee received reports from

PwC in relation to their review of the Interim

financial results, audit of the Full Year financial

results and the CASS audit. The Committee

considered the content of these reports,

including the level of professional scepticism

applied and the robustness of PwC’s challenge

to management assumptions. The Committee

also reviewed the Management Representation

Letters relating to the Half year and Full year

financial results and recommended them to

Board for approval.

The Committee maintains a regular and open

dialogue with PwC. The audit partner attends

allCommittee meetings, and in November 2025,

the Committee met with PwC without

management present to support auditor

independence and open communication.

As this is PwC’s first year as external auditor,

theCommittee will perform a full review of its

effectiveness at the March 2026 Committee

meeting once the audit cycle is complete.

Toensure the effectiveness of the current

yearaudit, the Committee has considered

theinteractions and meetings with PwC as part

of the transition, reviewed latest reports issued

by the FRC’s Audit Quality Review Team and

considered the extent and nature of challenge

demonstrated by PwC in its work and

interactions with management.

Based upon this assessment, and acknowledging

both the quality and experience of Gary Shaw,

the lead audit partner and the more recent FRC

Audit Quality reviews, the Committee is satisfied

with the performance ofPwC during the period

and the policies and procedures in place to

maintain its objectivity and independence.

Audit Committee report

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Following the above review the Committee

recommended to the Board a proposal for

reappointment of PwC as external auditor

forthe year ending 30 September 2026,

atthenextAGM.

Non-audit fees

The Committee reviewed and approved the

Non-Audit Services Policy, which is assessed

annually to safeguard auditor independence

andensure compliance with the FRC’s Ethical

Standard.

The Committee recognises the potential benefits

of engaging the external auditor for certain non-

audit services, given their familiarity with the

Group. To protect auditor independence

andobjectivity, procedures are in place to

assess the nature and scale of any proposed

services before approval.

Prior to undertaking any non-audit service,

external auditor independence is considered

together with the nature of the services and

feelevels relative to the audit. The approval of

the Committee must be obtained before the

external auditor is engaged to provide any

permitted non-audit services. For permitted

non-audit services deemed immaterial, the

Committee has pre-approved engagements

upto a cumulative total of £50,000, subject

toapproval by the Chief Financial Officer and

the Chair of the Committee.

Fees for non-audit services paid to the external

auditor should not, in aggregate, exceed 70% or

more of the average audit fees for the preceding

three years. Non-audit services for the current

year are well within these limits and represent

8% of the three-year average statutory audit fee.

During 2025, the external auditor undertook

non-audit work in relation to other assurance

services for the review of the interim results,

CASS audit and profit verification work and was

paid a total fee of £404,797 (2024: £262,000).

Analysis of the fees paid to PwC during the

current year and to BDO in the prior year can

befound in note 6 to the consolidated financial

statements.

As part of the planning, half-year and full-year

processes, the Committee also received and

reviewed an analysis of all non-audit work

provided by PwC in addition to the results of

PwC’s own independence confirmation checks.

The Committee is satisfied that the external

auditor’s independence has not been impaired

by their provision of non-audit services.

Whistleblowing

The Group is committed to fostering a culture

ofopenness with its employees and encourages

them to speak up when they have concerns,

using the various channels available. The Group

recognises that employees may not feel

comfortable reporting their concerns through

an internal channel and therefore provides

access to an external whistleblowing service.

Aformal Whistleblowing Policy is in place and is

reviewed annually by the Committee, alongside

the annual whistleblowing report, to ensure

itscontinued effectiveness and relevance.

Thelatest report concluded with no reportable

concerns, and additional efforts were made

tocontinue strengthening awareness of the

whistleblowing framework across the business.

The Chair of the Committee serves as the Group’s

Whistleblowing Champion and, together with

the Committee, is responsible for overseeing

the integrity and effectiveness of the

whistleblowing framework.

Committee evaluation

In July 2025, the Committee participated in

theinternal Board evaluation. The findings were

reviewed by the Committee in September 2025

and confirmed that the Committee continues to

operate effectively. Further detail of the

evaluation can be found on page 80.

Audit Committee priorities for FY26

The Committee will focus on the following key

areas during the forthcoming year:

• reviewing the effectiveness of the external

auditor, following completion of the first year

end audit;

• developing the Internal Audit function under

Andrew Wallwork, as our new Head of Internal

Audit;

• evolving the disclosures and targets for the

Group’s ESG strategy, including the transition

to net zero and TCFD targets; and

• continuing to monitor the implementation of

Provision 29 of the revised 2024 UK Corporate

Governance Code.

Eamonn Flanagan

Chair of the Audit Committee

3 December 2025

Audit Committee report

AJ Bell plc Annual Report and Accounts 2025

Risk & Compliance Committee report

Meeting cadence

The Risk & Compliance Committee is scheduled to meet five

times per year. Additional meetings may be convened atthe

discretion of the Committee Chair or upon request by any

Committee member. At the request of the Committee Chair,

anadditional meeting was held in February 2025 to bridge the

interval between scheduled meetings.

Role and responsibilities

The Committee supports the Board in fulfilling its oversight

responsibilities by reviewing and monitoring the Group’s risk

appetite, risk management framework, internal and external

reporting, and compliance with laws, regulations, and ethical

codes of practice, including anti-money laundering and financial

crime prevention systems and controls. The Committee reviews

and challenges reports from the Risk and Compliance function

and recommendations from the Executive Risk Committee. The

Committee plays a vital role in supporting the Group’s assessment

of the nature and amount of risk it is willing to assume in pursuit of

its strategic objectives and in alignment with its business model.

The Committee’s full role and responsibilities are outlined in its

formal terms of reference, available on the Group’s website at

ajbell.co.uk/group/investor-relations/board-committees.

Additional details of the Group’s approach to risk management

can be found in the Risk Management section of the Annual

Report on pages 58 to 60.

Dear Shareholder

As Chair of the Risk & Compliance Committee

(Committee), I am pleased to present the

Committee’s report for the year ended

30September 2025.

Throughout the year, the Committee considered

a wide range of existing and emerging risk and

compliance matters. It concluded that the Group

continues to demonstrate strong discipline in

identifying, assessing, and managing both

current and emerging risks.

As part of its annual governance cycle, the

Committee reviewed and updated its terms

ofreference and undertook a formal self-

evaluation. This confirmed that the Committee

continues to operate effectively, with an

appropriate breadth of expertise and experience.

Additional details of the Board evaluation

process are available on page 80.

To support its oversight responsibilities,

theCommittee receives regular training

andbriefings from subject matter experts.

During the year, it received external training

onoperational resilience from Baringa, ensuring

its knowledge remains current and relevant to

the Group’s risk and compliance landscape. In

addition, the Committee scheduled deep dive

sessions from subject matter experts on topics

including operational resilience, cyber and the

Consumer Duty.

The Committee also participates and receives

updates on the Group’s regulatory interactions,

supporting our open and collaborative relationship

with the FCA. The CRO’s regular report includes

an update on the proactive engagement plan

with the FCA supervisory team, including

summaries of key meetings such as the

biannualmeeting between the FCA and

Chairofthe Board.

Membership

The membership of the Committee is

reviewedannually by the Chair as part of the

Committee’s performance evaluation process.

Recommendations for new appointments are

made in consultation with the Nomination

Committee and are subject to approval by

theBoard.

The Company Secretary serves as Secretary

tothe Committee. The Chief Executive Officer,

Chief Financial Officer, Chief Risk Officer (CRO),

Compliance Director and Head of Internal Audit

are invited to attend each meeting. Other senior

members of management are invited regularly to

provide insight and updates on relevant matters.

Key focus areas

Risk management oversight

The Committee received regular updates on the

status of the Group’s risk profile, including risk

appetite categories and the principal risks and

uncertainties, which are reviewed annually

following Board approval of the strategy and

budget. Key risk indicators and tolerances

areset accordingly, and monitored at each

Committee meeting alongside any breaches,

risk events and emerging risks.

The Committee reviewed and challenged

reporting to evidence the continued evolution

of risk management capabilities and monitored

management’s response to identified issues.

The Committee received regular updates on

enhancements to the risk registers and the

continuing uplift in the business’s risk maturity,

including the planned implementation of a

newGovernance Risk & Control platform.

Italsoreviewed validation activities undertaken

to provide assurance over the completeness of

the risk registers and the consistency of risk

scoring across business areas.

Fiona Fry

Chair of the Risk &

Compliance Committee

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Risk & Compliance Committee report

Main activities FY25

The Committee follows a structured annual cycle of work to ensure that all responsibilities are fulfilled over the course of the financial year.

November

Risk and compliance oversight

• Review of the CRO report including risk

appetites and assurance summaries, and

risk management maturity

• Review of the risk report on performance

outcomes

• Annual review and approval of risk appetite

statements and KRIs

• Review of the financial crime update, fraud

controls and financial crime maturity plan

• Oversight of the approach to redress for

historic SIPP operator due diligence issues

in respect of distressed non-standard

investments

Prudential and operational risk reporting

• Review and approval of the ICARA

documents

• CASS oversight

• Approval of risk disclosures and statements

for accounts

Deep dives

• Operational resilience deep dive including

Operational Resilience Self-Assessment

• Consumer Duty deep dive

• Cyber deep dive

February

Risk and compliance oversight

• Review CRO report including risk

appetitesand assurance summaries,

andriskmanagement maturity

February continued

• Review of the financial crime update, fraud

controls and financial crime maturity plan

• Oversight of the approach to redress for

historic SIPP operator due diligence issues in

respect of distressed non-standard investments

• Review of the FCA’s firm evaluation letter

March

Risk and compliance oversight

• Review of the CRO report including risk

appetites and assurance summaries, and risk

management maturity

• Review of the risk report on performance

outcomes

• Review of the financial crime update, fraud

controls and financial crime maturity plan

• Review of the annual Data Protection Officer

report and annual MLRO report including

market abuse

• Oversight of the approach to redress for

historic SIPP operator due diligence issues in

respect of distressed non-standard investments

Prudential and operational risk reporting

• Review and approval of the ICARA process

• CASS oversight

Deep dives

• Operational resilience deep dive including

Operational Resilience Self-Assessment

• Consumer Duty deep dive

Governance

• Approval of the Information Security Policy

May

Risk and compliance oversight

• Review of the CRO report including risk

appetites and assurance summaries, and risk

management maturity

• Oversight of the approach to redress for

historic SIPP operator due diligence issues in

respect of distressed non-standard investments

Prudential and operational risk reporting

• Review and approval of the ICARA process

• CASS oversight

• Approval of risk disclosures & statements

foraccounts

• Review of the annual summary of liquidity

management

Deep dives

• Cyber deep dive

Governance

• Approval of the Group Risk Management Policy

July

Risk and compliance oversight

• Review of the CRO report including risk

appetites and assurance summaries, and risk

management maturity

Prudential and operational risk reporting

• Review and challenge of material harms,

liquidity and stress testing

Governance

• Review of the Committee and Executive Risk

Committee terms of reference

September

Risk and compliance oversight

• Review of the CRO report including risk

appetites and assurance summaries, and

risk management maturity

• Review of the risk report on performance

outcomes

• Review of the financial crime update, fraud

controls and financial crime maturity plan

• Review of the approach to the combined

assurance model

• Annual review of the risk report on

executive strategic objectives

• Review of regulatory horizon scanning

• Annual review of the control effectiveness

report

• Annual approval of the Risk and

Compliance plan

Prudential and operational risk reporting

• Review and approval of the ICARA

documents

• CASS oversight

• Review of the ICARA scenario analysis

andstress testing

Governance

• Annual review of the Committee’s

evaluation

AJ Bell plc Annual Report and Accounts 2025

The assurance activities of the second and third

lines of defence are co-ordinated across key risk

areas, with assurance outputs reviewed as

appropriate by the Committee and Audit

Committee throughout the year.

The Committee oversaw the activity of the Risk &

Compliance function to ensure adequate oversight

of regulatory obligations and compliance, with the

adequacy of the function confirmed as part of the

annual review. In September 2025, the Committee

noted good progress against plans for the year

and approved the Compliance Monitoring Plan

for the year ahead.

Prudential and operational risk reporting

Throughout the year, the Committee reviewed

and challenged the Internal Capital Adequacy

and Risk (ICARA) at Committee meetings and

members of the Committee and other Board

members contributed to scenario workshops

involving subject matter experts. A revised

version of the ICARA was reviewed and

challenged by the Committee in November

2025, before subsequently being approved

bythe Board. The Committee also reviewed

assessments relating to stress testing, recovery

planning, and wind-down planning.

The Committee received and considered

quarterly reports on Client Assets Sourcebook

(CASS) operational oversight. These reports

assessed the effectiveness of systems and

controls in place to ensure CASS compliance and

included updates on CASS breaches, the external

CASS audit, and engagement with the FCA.

During the year, the Committee received regular

updates on the progress of the remediation

exercise relating to the historical SIPP operator

due diligence issues in relation to non-

mainstream investments which subsequently

became distressed. These updates included

oversight of the methodology used to identify

affected customers and the approach to redress.

Consumer Duty and customer outcomes

The Committee dedicates significant time to

areas of regulatory focus, including overseeing

the embedding of, and compliance with, the

Group’s obligations in relation to the Consumer

Duty. It monitors progress and ensures that the

cross-cutting rules are sufficiently embedded

todeliver good customer outcomes, including

support for vulnerable customers and complaint

handling.

Twice a year, the Committee undertakes

adetailed Consumer Duty deep dive,

coveringembedding, regulatory engagement,

responsibilities across the three lines of defence,

and RAG-rated assessments. The annual

Consumer Duty Board assessment, which

evidences the Group’s ability to deliver good

customer outcomes, was reviewed by the

Committee before being approved by the Board.

Following the FCA’s removal of the requirement

for firms to have a Consumer Duty Champion,

the Committee considered whether to retain the

role. In making this assessment, the Committee

reflected on the existing governance structures

and concluded that its responsibility to oversee

the embedding of, and compliance with, the

Consumer Duty was such that the removal

ofadedicated champion would not have a

detrimental impact on the extent to which

theConsumer Duty was embedded, monitored

or considered in relevant discussions. The

Committee’s assessment was then shared

withthe Board for ratification, which was

subsequently granted.

Financial crime

The Committee regularly reviews the

effectiveness of the Group’s financial crime

controls through risk reporting and dedicated

reviews. In March 2025, it considered the annual

report from the Money Laundering Reporting

Officer, which confirmed that the Group’s

controls remain appropriate and effective.

During the year, the Committee approved

theFinancial Crime Maturity Plan, aimed at

strengthening the operating model, enhancing

training and competency frameworks, and

driving operational efficiencies and received

reports on progress against the plan.

Implementation is progressing well, including

the adoption of new technology, such as a

transaction monitoring system, to support

financial crime detection and prevention

activities. The Committee will continue to

oversee delivery against the plan through

tocompletion.

Operational resilience

The Group continues to enhance operational

resilience, focusing on operational efficiencies

and disaster recovery capabilities, and continues

to invest in automation, where appropriate.

Inaddition to the bi-annual operational

resilience deep dives, the Committee received

training from an external partner, Baringa, to

discuss operational resilience in the industry,

theregulator’s focus, and the evolution of

operational resilience.

The Committee reviewed the annual Operational

Resilience Self-Assessment and a second-line

review of that assessment by the Risk function.

The Operational Resilience Self-Assessment

wassubsequently approved by the Board.

Cyber risk remains a key area of focus for the

Committee and bi-annual cyber deep dives

were presented by internal subject matter

experts. In light of high-profile cyber-attacks

across the retail sector, the Committee received

an update on AJ Bell’s cyber position against

external agency recommendations, as assessed

by the internal Information Security Team.

Areport on the evaluation of key controls and

mitigation tools was presented regarding the

Group’s cyber resilience.

Executive performance and risk taking

The Committee receives interim and year end

reports from the CRO assessing whether any

material failures or performance issues contributed

to, or failed to prevent, the crystallisation of risk.

Where relevant, such matters are referred to the

Remuneration Committee for consideration of

adjustments to annual bonus awards.

Risk & Compliance Committee

priorities for FY26

The Committee will focus on the following

keyareas during the forthcoming year:

• the maturity of the risk management

framework to ensure it aligns with the

organisation’s strategic objectives, including

the implementation of a new Governance

Risk& Control platform;

• ensuring that risks associated with the delivery

of the agreed strategic objectives are

identified and monitored;

• the continued development of the financial

crime prevention framework to mitigate risks

and improve detection capabilities;

• overseeing the compliance framework to

ensure adherence to regulatory requirements

and embedding of Compliance Director and

Head of Compliance Monitoring

appointments; and

• continuing to receive deep dive reviews

onkey risks, including cyber, operational

resilience and customer outcomes.

Fiona Fry

Chair of the Risk & Compliance Committee

3 December 2025

Risk & Compliance Committee report

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Dear Shareholder

As Chair of the Remuneration Committee

(Committee), I am pleased to present the

Directors’ Remuneration report for the year

ended 30 September 2025.

This report contains a summary of the current

Directors’ Remuneration Policy (Policy)

approved at the 2025 AGM, details of the

approach to the implementation of that Policy

for the 2026 financial year and the amounts

earned in respect of the 2025 financial year.

We were delighted that the new Policy and

updated Executive Incentive Plan (EIP) were

approved at the AGM in January 2025 with

votesfor 95.70% and 96.19% respectively.

Membership

The membership of the Committee is

reviewedannually by the Chair as part of the

Committee’s performance evaluation process.

Recommendations for new appointments are

made in consultation with the Nomination

Committee and are subject to approval by

theBoard.

At year end, the Committee comprised four

independent Non-Executive Directors; myself as

independent Non-Executive Director and Chair

of the Committee, Eamonn Flanagan, having

been appointed as a Committee memberon

10October 2024, alongside JulieChakraverty

and Fiona Fry. Evelyn Bourkestepped down

from the Committee on10 October 2024.

BothFiona Clutterbuck and Evelyn Bourke in

their capacity as Chair ofthe Board and Senior

Independent Director respectively are invited

toattend all Committee meetings.

The Company Secretary is secretary to the

Committee and attends all meetings. The Chief

Executive Officer, HR Director and our external

advisers, Deloitte, are also routinely invited to

attend Committee meetings. No Director was

present during the meeting where their own

remuneration was discussed.

Business context

We continue to increase our share of the fast-

growing UK platform market, demonstrating

thestrength of our low-cost, easy-to-use

propositions in both the Advised and D2C

market segments. This growth, supported by

our diversified revenue streams and scalable

business model, has enabled us to deliver strong

financial returns to shareholders, whilst also

supporting ongoing investment in our brand,

technology and products. This will help us to

deliver on the significant growth opportunity.

Following the Board’s approval of the capital

allocation framework last year, we returned

£96.9 million of surplus capital to shareholders

via the share buyback programmes and our

progressive dividend.

We now serve 657,000 customers, with AUA

standing at £108.2 billion, up 17% over the last

year. Our investments business also continues

to go from strength to strength with AUM

reaching £8.9 billion, a 31% increase on the

prioryear. We are committed to investing in

andenhancing our customer propositions in

support of our long-term growth ambitions.

There continue to be significant opportunities

for growth in the UK platform market and we

believe our dual-channel strategy, supported by

continued investment in our business, position

us well to increase our market share.

Directors’ Remuneration report | Annual statement by the Chair of the Remuneration Committee

Meeting cadence

The Remuneration Committee was scheduled to meet five times

at appropriate intervals aligned with the financial reporting cycle.

Additional meetings may be convened at the discretion of the

Committee Chair or upon request by any Committee member.

The Committee had one ad hoc meeting during the year to

consider a remuneration package for an executive appointment.

Role and responsibilities

The role of the Committee is to assist the Board in ensuring that

the remuneration policy and practices are designed to support

strategy and promote long-term sustainable success with a clear

link to corporate and individual performance, having regard to

statutory and regulatory requirements.

The Committee’s full role and responsibilities are outlined in

itsformal terms of reference, available on the Group’s website

ajbell.co.uk/group/investor-relations/board-committee

Margaret Hassall

Chair of the Remuneration Committee

AJ Bell plc Annual Report and Accounts 2025

Main activities FY25

The Committee follows an annual cycle of work to ensure that all responsibilities are fulfilled over the course of the financial year. In FY25, the key areas of focus included:

October

Specific remuneration requirements

• Approval of the AJBell Investments’

Managing Director remuneration package

Assessment of remuneration performance

• Review of the FY24 pre-year end

performance assessment

• Review of the CRO’s risk report

Wider workforce

• Diversity and inclusion update

• Review workforce incentive plan

Governance

• Annual review of Committee’s terms

ofreference for FY25

November

Assessment of remuneration performance

• Review of financial and non-financial

performance ratings

• Review of the CRO’s risk report

• Consideration of application of discretion

Wider workforce

• Update on FY24 year end wider workforce

bonuses

• Review of Company Share Option Plan

discretionary awards and Senior Management

Incentive Plan awards

Directors’ Remuneration Report

• Review of the FY24 Directors’ Remuneration

Report and Directors’ Remuneration Policy

Governance

• Market developments update

• Oversight of Group’s MIFIDPRU disclosures

(remuneration policies and practices)

• Review of Executive Director shareholding

against guidelines

• Oversight of share dilution

• Approval of the FY25 Material Risk Takers list

March

Assessment of remuneration performance

• EIP interim performance assessment

Remuneration Policy

• Internal audit review of General Remuneration

Policy

Governance

• Market developments update

• AGM investor feedback

• Notice period review

• Review of approach to the Material Risk

Takerslist

July

Wider Workforce

• FY26 pay reviews

Specific remuneration arrangements

• Review of FY26 Board, Executive Committee

and Material Risk Takers remuneration

• Approval of SMF remuneration packages

• Review of the FY26 draft strategic objectives

September

Specific remuneration arrangements

• Review of the FY26 objectives and

stretchtargets

• Review of the FY25 pre-year end

performance assessment

Governance

• Annual Committee effectiveness

evaluation

• Annual review of the Committee’s terms

ofreference

• Engagement with shareholders and review

of feedback regarding FY26 remuneration

proposal

• SMCR and Material Risk Takers update

Directors’ Remuneration report | Annual statement by the Chair of the Remuneration Committee

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Remuneration decisions for the year

ended 30September 2025 (FY25)

EIP outcomes for FY25

This year has seen strong results in all areas,

with revenue increasing by 18% to £317.8 million

and PBT up to £137.8 million, representing a 22%

year-on-year growth rate. This growth has been

driven by strong platform net AUA inflows of

£7.5 billion and an 18% increase in customers,

outperforming target thresholds.

The performance measures for the EIP awards

are based on a balanced scorecard of financial

and non-financial measures linked to the KPIs

and strategy of the business, with the primary

focus being on the drivers of long-term value,

such as growth in AUA and customer retention

rates. Performance against the targets is assessed

alongside the findings of the CRO risk report, in

which no adverse findings were reported. These

factors, in addition to relevant external market

conditions and the quality of earnings delivered

were considered by the Committee in its

assessment of the EIP outcomes for FY25.

Based on the Committee’s assessment of

performance, Michael Summersgill’s EIP award

as CEO vested at 80% of the maximum and

Peter Birch’s as CFO at 80% of the maximum.

In line with the changes made to the Policy for

FY25, the annual award element of the EIP (i.e.

33% of the total award) will be paid as cash and

the deferred element (i.e. 67% of the total) will be

made in share options. Deferred awards continue

tobe subject to specific conditions which include

no material deterioration in the underlying

performance of the Group, and no material failure

in risk management, conduct and compliance

over the three-year deferral period. Further details

of the outcomes can be found on pages 106

and 107 of the Annual Report on Remuneration.

The Committee is satisfied that our Executive

Directors have continued to deliver tangible and

substantial benefits for the business and our

shareholders and have delivered strong

performance against stretch targets, as our

results attest.

Roger Stott’s FY24 year end EIP award

In the year, the Committee exercised discretion

in relation to the FY24 year end award for Roger

Stott, who was determined to be a good leaver

following his decision to retire and step down as

an Executive Director on 31 December 2024.

Context for FY26 remuneration

decisions

As discussed extensively with shareholders as

part of our Policy review last year, the positioning

of the packages for our Executive Directors had

fallen behind the market, particularly when

considering the continued growth in size and

scale of the business. We had taken a phased

and prudent approach, but we found that this

presented challenges in terms of senior

management recruitment and retention due to

our low market positioning. These challenges

were highlighted following changes in the

composition and membership of both our Board

and executive team and the associated recruitment

activity. Last year, we sought to address our low

market positioning with an increase in the

variable pay opportunity under our EIP.

The changes to the EIP approved at the 2025

AGM improved our competitive positioning: the

maximum EIP award is now 400% of salary for

the CEO and 350% for the CFO and, as noted

above, 33% of the award is made in cash with

67% deferred in share options. The shareholding

guidelines were also increased in line with the

maximum EIP quantum (i.e. for FY25, 400% of

salary for the CEO and 350% of salary for the

CFO), further aligning the interests of the

Executive Directors with those of shareholders.

Notwithstanding the impact of those changes,

the total remuneration for our Executive

Directors remains towards the lower end of the

market compared to FTSE250 financial services

companies (excluding banks). In a competitive

market, talent attraction and retention are key

priorities for AJBell and we remain committed

to keeping total remuneration under review to

ensure we can continue to attract and retain the

calibre and experience of individuals needed to

deliver the Group’s growth ambitions, which

prompted the review of the proposed approach

to FY26 remuneration.

Forward looking remuneration FY26

When determining appropriate remuneration

packages, the Committee considers a number of

factors, including the performance of individuals

in their role, changes to the scope of the roles,

business performance and the pay review for the

wider workforce alongside the competitiveness

of our packages against the market.

In considering the market competitiveness

ofthe Executive Directors’ packages, our

strategy has been to position base pay below

the median with a more competitive variable pay

opportunity, focusing on pay for performance.

Details of the key changes made are shown

below, which took effect from 1 October 2025.

Base pay increase for FY26

CEO (Michael Summersgill)

When Michael Summersgill was appointed CEO

on 1 October 2022 (FY23) his base salary was

£500,000, as agreed by the Committee in July

2022. For both FY24 and FY25, Michael received

the standard increases, aligned with the wider

workforce for those years (5% and 3% respectively).

The Committee recognised Michael’s

exceptional performance as CEO since his

appointment. This, in conjunction with the

significant growth in size and scale of the

business, increased profile of the business and

wider regulatory focus, resulted in the

Committee concluding that Michael’s current

base pay should be addressed.

The Committee’s assessment was also

supported by market data, which highlighted

hisbase pay as being below the lower quartile

compared to FTSE 250 financial services

companies (excluding banks).

So that we do not fall further behind the market,

a24% base salary increase was proposed for

Michael, phased over two years. It was considered

that the phasing would be appropriate given the

focus on operational gearing and management

ofstaff costs more widely.

The proposed increase for FY26 is 12% from

£540,750 to £605,640, which positions the CEO

total package between the lower quartile and

median benchmark. The increase proposed for

FY27 would be 12% from £605,640 to £678,316.

The increase next year is not guaranteed and

would be subject to satisfactory company and

individual performance, which will be assessed

towards the end of FY26. The changes to the

CEO’s base pay would position his total package

just below the current median benchmark. This

position is considered to be more commensurate

with Michael’s experience and the continued

growth in the size and scale of the business

compared to other regulated FTSE 250 financial

services businesses.

The Committee also factored in internal

relativities with individuals below Board.

Thelevel of increase proposed is within

the5%to 25% range for employees who

willreceiveincreases above the standard.

CFO (Peter Birch)

Following the 10% base salary increase for

PeterBirch last year to recognise significant

additional responsibilities, his base salary

increased by 2.75% from £425,000 to £436,688.

This positions the CFO salary between lower

quartile and median.

Directors’ Remuneration report | Annual statement by the Chair of the Remuneration Committee

AJ Bell plc Annual Report and Accounts 2025

Variable Pay (EIP) for FY26

No changes are proposed to the EIP opportunities for our Executive Directors for FY26. EIP target

and maximum award opportunities will continue to be:

Executive

FY25 EIP (% of base pay)

Target Maximum

Michael Summersgill (CEO) 200% 400%

Peter Birch (CFO) 175% 350%

Both the annual and deferred awards will be assessed against a balanced scorecard of financial

andnon-financial measures, linked to the KPIs and strategy of the business, over the financial year

ending 30 September 2026 as set out below:

Financial (35% weighting)

Growth and non-financial

measures (40% weighting) Strategic Initiatives (25% weighting)

Revenue Net AUA inflows Including but not limited to:

the delivery of key projects in the year.

PBT Customer retention

PBT margin Customer experience

Staff engagement

Chair and Non-Executive Director fees

Under delegated authority from the Board, the

Executive Directors and the Chair have reviewed

fees for the NEDs taking into account the

increased scope of their roles, responsibilities

and time commitments. The Chair fee was also

reviewed by the Remuneration Committee.

The Chair fee increased for FY26 by 6.8% from

£231,750 to £247,500 in recognition of Fiona’s

excellent contribution since appointment and

toalign with the current benchmark median

compared to the FTSE250 financial services

companies (excluding banks).

In line with the commitment made last year, the

NED base fee for FY26 is £71,925 (representing

a2.75% increase from £70,000). This maintains

the base fee at the median of the market

compared to the FTSE250 financial services

companies (excluding banks).

For FY26 to bring total NED fees more in line

with the market, we have made a modest increase

to the Remuneration Committee Chair and Risk

& Compliance Committee Chair fee (from £17,500

to £20,000 and from £25,000 to £27,500

respectively) with no other Committee Chair fee

increases. We have also introduced a Committee

membership fee from FY26 to recognise the

time commitment and responsibilities required

by Committee members and to bring total fees

more in line with the market. This has been

setat £11,000 for committee membership.

Ourcurrent intention is that there will be no

material NED fee increases in FY27.

Engagement with Shareholders

We are committed to maintaining an open and

transparent dialogue with our shareholders.

Inrelation to the changes outlined above, we

engaged with the Company’s top shareholders

representing c.66% of the issued share capital

and the proxy voting advisory agencies, and we

were grateful for the positive support received.

Alignment with wider workforce

Pay and benefits

The Committee reviews information on wider

workforce remuneration provided by the HR

Team which oversees the annual pay and

performance review processes. Executive

remuneration and wider workforce salaries

arereviewed following the same process and

include both fixed and performance-related

elements. This process includes benchmarking

against similar financial services organisations

and considers factors such as local recruitment

conditions.

Over the past three years, we have made a

cumulative 20% increase in staff rewards with

enhancements made to both our pay and

benefits offering.

For FY26, the average base salary increase

(effective 1 October 2025) is 3.49% with

approximately 25% of staff receiving a pay

awardabove the standard award, which was

setat 2.75%. During the year 81.8% of the

widerworkforce below Board and Executive

Committee also received a bonus award for

their performance in FY25. This included an

additional discretionary uplift of £500 paid

tomembers of the Staff Bonus Scheme in

recognition of our strong company

performance.

One of the most valued benefits amongst staff is

equity participation through our share schemes,

which enables everyone to benefit from the

growth in value of the Company whilst also

aligning the interests of our wider workforce

with those of our shareholders.

All eligible staff will receive the annual free share

award this year of up to £2,000 based on strong

company performance. Approximately one third

of our workforce are also actively participating

in our BAYE scheme through which staff can

buy shares in the company out of pre-income

tax and National Insurance pay (within HMRC-

approved limits).

Gender pay

Our latest gender pay data published in 2025

reflects the position as at April 2024. We are

pleased that AJBell compares favourably to

other employers within the financial services

sector, which has traditionally seen a higher

proportion of men in senior and higher-paying

roles than women. We will continue to promote

the recruitment and progression of women in

allareas of the business. There are now five

women on the Board (more than 50% of Board

members) and both our Chair and Senior

Independent Director are women. Additionally,

our Board now includes ethnically diverse

representation.

The Group’s gender pay gap report can be

found at ajbell.co.uk.

Directors’ Remuneration report | Annual statement by the Chair of the Remuneration Committee

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

CEO pay ratio

The median ratio for the CEO’s salary and total

remuneration compared to our employees was

16:1 and 57:1 respectively and further details can

be found on page 111 of the Annual Report on

Remuneration. The median ratio for the CEO’s

salary is the same as last year’s figures and the

increase in the total remuneration ratio reflects

the increase in the maximum EIP opportunity

and the strong performance delivered in FY25.

A significant proportion of the CEO’s pay is in

the form of variable pay through the EIP. As a

result, the CEO’s pay will vary year-on-year

based on Company and share price performance,

as will the CEO to all-employee pay ratio.

Committee evaluation

In July 2025, the Committee participated in

theinternal Board evaluation. The findings were

reviewed by the Committee in September 2025

and confirmed that the Committee continues

tooperate effectively. Further detail on the

evaluation can be found on page 80.

Remuneration advisers

During FY25, the Committee decided to

commence a formal tender process for the

appointment of remuneration advisers. While

the Committee continues to value the input of

the current remuneration advisers, Deloitte LLP,

it acknowledged that a market review had not

been undertaken since Deloitte LLP was first

appointed by the Committee at the IPO in 2018.

Accordingly, the Committee felt this was an

appropriate time to commence a formal tender

process. Deloitte LLP has been invited to

re-tender, alongside other remuneration advisers,

and the tender process is expected toconclude

in the first half of FY26.

Remuneration Committee priorities

for FY26

As well as considering the standing items of

business, the Committee will focus on the

following key areas during the forthcoming year:

• understanding and complying with the

forthcoming changes to the 2024 UK

Corporate Governance Code in relation

toremuneration;

• further enhancement of the Committee’s

effectiveness; and

• undertaking a tender process for the

Company’s remuneration advisers.

Shareholder views

The Committee is grateful to shareholders for

their high level of support for our Directors’

Remuneration Report and Policy last year which

reflects our responsible and considered approach

to executive pay. I would also like to thank

shareholders and investor bodies for their

constructive engagement on the changes

wehave made for FY26 and for the strong

levelof support received.

We believe that the Policy operated as intended

and consider that the remuneration received

bythe Executive Directors in respect of FY25

was appropriate taking into account Group and

personal performance, and the experience of

shareholders and employees. I welcome feedback

at any point from our entire shareholder base

regarding our Policy and its application, and

Ilook forward to receiving your support at the

forthcoming AGM.

Margaret Hassall

Chair of the Remuneration Committee

3 December 2025

Directors’ Remuneration report | Annual statement by the Chair of the Remuneration Committee

AJ Bell plc Annual Report and Accounts 2025

Directors’ Remuneration report | Directors’ Remuneration Policy

Our Policy was put to shareholders for approval at the AGM on 29 January 2025, details of which

are provided on page 112 of this report. A summary of the Policy is included on the following pages;

the full Policy document is contained in the 2024 Annual Report, which can be found at

ajbell.co.uk/group/investor-relations.

The Policy has been determined by the Company’s Remuneration Committee (Committee).

ThePolicy is aligned with our reward principles, set out below, which apply throughout the Group.

Alignment with our

culture and growth

strategy

• Aligned with our purpose, principles and strategy promoting our

culture and long-term sustainable value creation.

• Executives and wider workforce to share the growth in value of the

Company through equity participation.

Supporting talent

attraction and

retention

• Market competitive base salaries and benefits which reflect the size

and complexity of the business and the calibre and experience of

individuals in each role.

• Recognise and reward strong performance and individual contribution,

with an appropriate proportion of package linked to financial and

non-financial performance.

Simple and

transparent

• Approach to reward that is well understood.

• An incentive plan (EIP) for Executive Directors and Executive Committee

which is designed to promote long-term sustainable valuecreation.

Good governance and

risk management

• Following good corporative governance and regulatory requirements.

• In line with the Company’s risk appetite and risk management

framework, including having taken into consideration environmental,

social and governance risk factors.

Alignment with the UK Corporate Governance Code

In determining and applying our Policy, the Committee addressed the following six principles as set

out in the UK Corporate Governance Code:

Clarity

• The Remuneration Policy has been designed with a clear and robust

framework for setting targets and for measuring and assessing performance

objectively, aligned to our business model / cycle, to ensure we reward

executives appropriately for both their own contribution and the performance

of the Group.

• Our Policy clearly aligns the interests of the Executive Directors, senior

management and employees with those of shareholders and wider

stakeholders, as well as our purpose, guiding principles and strategy.

Simplicity

• We operate a single incentive plan for our Executive Directors, the EIP, which

isdesigned to promote and reward long-term sustainable Group performance.

Risk

• Our approach aims to ensure that remuneration and incentives adhere to the

principles of good corporate governance and the FCA Remuneration Code,

and support good risk management practice.

• Malus and clawback provisions apply to executive rewards.

• Deferred awards are also subject to a performance underpin which is linked

tothe underlying performance of the Group, risk management, conduct and

compliance over the three-year deferral period.

• The Committee retains discretion to override mechanical assessment ratings

to take account of performance and / or wider circumstances, which could

include any concerns over risk management.

Predictability

• All executives are set clear financial and non-financial targets at the start of

the year.

• For Executive Directors, two-thirds of the EIP awards will be delivered in share

options with awards granted at the start of the financial year based on the

share price at the date of grant.

Proportionality

• Executives are assessed against financial and non-financial objectives,

whichare based on long-term sustainable performance.

• The Committee retains the discretion to override mechanical assessment

ratings, to take account of performance and / or wider circumstances.

Alignment to

culture

• A proportion of executive awards are based on non-financial performance

objectives aligned with our purpose, principles and strategy, including those

specifically related to our culture such as staff engagement.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

Other information

Governance

Directors’ Remuneration report | Directors’ Remuneration Policy

Policy for Executive Directors

Component Purpose and link to strategy Operation Maximum opportunity Performance measures

Base salary

Core element of fixed

remuneration reflecting

the individual’s role and

experience.

The Committee ordinarily reviews base salaries annually taking into

account a number of factors including (but not limited to) the value

of the individual to the business, the scope of their role, their skills,

experience and performance.

The Committee also takes into consideration:

• pay and conditions of the workforce generally; and

• Group profitability and prevailing economic conditions.

Whilst the Committee does not set a maximum

permissible base salary, it does have regard to

relevant comparators in approving salary levels.

Increases will not normally exceed the range

ofsalary increases awarded (in percentage of

salary terms) to other employees of the Group.

However, higher increases may be awarded

inappropriate circumstances, such as:

• on promotion or in the event of an increase in

scope of the individual’s role or responsibilities;

• where an individual has been appointed to

theBoard at a lower than typical market salary

to allow for growth in the role, in which case

larger increases may be awarded to move

salary positioning to a typical market level

asthe individual gains experience;

• change in size and / or complexity of the

Group; and / or

• significant market movement.

Increases may be implemented over such period

as the Committee deems appropriate.

Whilst no performance conditions apply

to fixed remuneration, an individual’s

performance in role is taken into

account in determining any salary

increase.

Benefits

To provide fixed

remuneration on a

market-competitive

basis to enable the

retention of Executive

Directors to deliver the

Company’s strategy.

Benefits include medical cover for the Executive Director and

theirspouse and dependent children and life assurance scheme.

Other benefits may be provided based on individual circumstances,

which may include company car or allowance, relocation costs or

allowances, travel and accommodation expenses.

Reimbursed expenses may include a gross-up to reflect any

taxorsocial security due in respect of the reimbursement.

The Committee has not set a maximum on the

level of benefits Executive Directors may receive.

The value is set at a level which the Committee

considers to be appropriate taking into account

the nature and location of the role and individual

circumstances.

Not applicable.

Retirement

benefits

To provide a competitive

means of saving to

deliver appropriate

income in retirement.

An Executive Director may receive a salary supplement in lieu

ofsome or all of the contributions that would otherwise be

madeto apension scheme.

The Company may make a contribution to a defined contribution

scheme or a personal pension.

The maximum value of any employer pension

contributions (or cash in lieu of a pension

contribution) for Executive Directors will be

aligned to the rate available to the majority of

thewider workforce, as determined by the

Committee.

In addition, Executive Directors may be permitted

to sacrifice other elements of remuneration and

receive an equivalent contribution to a pension

scheme.

Not applicable.

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100

Component Purpose and link to strategy Operation Maximum opportunity Performance measures

EIP

To reward achievement

of the Group’s business

plan, key performance

indicators and the

personal contribution of

the Executive Directors.

Aligns the interests of

Executive Directors with

those of shareholders

and rewards long-term

stewardship of the

Company.

Delivery of a significant

proportion of the award

in share options with a

performance underpin

and the ability to apply

malus adjustments and

clawback, further

support longer-term

alignment with

shareholders’ interests.

The EIP is a combined annual and long-term incentive plan under

which both annual awards and deferred awards may be granted.

An annual award will usually be satisfied in cash. Deferred awards

may be granted in the form of conditional awards of shares or nil

(or nominal) cost options to acquire shares.

Deferred awards may be settled, in whole or in part, in cash or

granted as a right to receive a cash amount calculated by reference

to a number of notional shares, although, for Executive Directors,

the Committee would only do so where the particular circumstances

made this the appropriate course of action (for example where a

regulatory reason prevented the delivery of shares).

Following the end of the performance period, the Committee

willdetermine the extent to which the performance condition has

been satisfied and whether it is appropriate to adjust the extent to

which annual awards and deferred awards will vest taking account

of performance and / or any other factors the Board considers

relevant.

An annual award will normally be satisfied in cash following

theassessment of the performance condition.

A deferred award will normally vest (so that the participant is

entitled to acquire shares subject to it) following the end of a

deferral period starting on the date on which the performance

condition is assessed and ending in the fourth year after the start

ofthe performance period.

Deferred awards will also be subject to a holding period which shall

normally end in the fifth year after the start of the performance

period.

During the holding period, the participant may not normally deal

with shares acquired pursuant to the deferred award other than to

satisfy a tax liability relating to the award or with the permission of

the Committee.

An Executive Director may not be granted awards

under the EIP in respect of any financial year with

a value in excess of 400% of base salary.

For the purposes of this limit, the value of shares

subject to a deferred award will normally be

based on the five-day average share price

immediately preceding the date of grant,

unlessthe Committee determines otherwise.

Ordinarily, the annual award may not account

formore than one-third of the total value of the

EIP award (including both annual and deferred

awards) granted to an Executive Director in

respect of a financial year.

Performance measures include a range

of financial and non-financial factors

toencourage long-term value creation

for shareholders.

Awards will be assessed against a

combination of financial, non-financial /

strategic and individual measures, usually

measured over a one-year period.

At least 50% of the EIP opportunity

isbased on financial and / or growth

measures and / or a relative

performance measure.

Vesting will be determined between

0%and 100% depending upon the

Committee’s assessment of the extent

to which the performance targets have

been achieved.

Up to 25% of the maximum award

granted may vest at the end of the

performance period for delivering a

threshold level of performance. Up to

50% of the maximum award granted

may vest at the end of the performance

period for delivering appropriately

stretching on-target performance.

Deferred awards will be subject to

specific conditions linked to the

underlying performance of the Group,

risk management, conduct and

compliance over the deferral period.

The underpin performance conditions

applicable to a deferred award will be

disclosed in the Directors’

RemunerationReport.

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101

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Directors’ Remuneration report | Directors’ Remuneration Policy

Component Purpose and link to strategy Operation Maximum opportunity Performance measures

All-employee

share plans

The Buy As You Earn

(BAYE) scheme creates

staff alignment with

theGroup and provides

a sense of ownership.

Executive Directors may

participate in the BAYE

scheme and / or in any

other all-employee

share plan that may

beintroduced from

time totime.

The Executive Directors may participate in all sections of the BAYE

scheme, being the partnership and matching section and the free

share section.

Any other all-employee share plan would be operated for Executive

Directors in accordance with its rules and on the same basis as for

other qualifying employees.

The limits on participation under the BAYE

scheme will be those set in accordance with

theapplicable tax legislation from time to time.

The limit on participation and other relevant

terms of any other all-employee share plan would

be determined in accordance with the plan rules

(and, where relevant, applicable legislation) and

would be the same for the Executive Directors

asfor other relevant employees.

Not subject to performance conditions

in line with typical market practice.

Dividend equivalents

For deferred awards granted under the EIP, additional shares may be delivered in respect of shares

subject to deferred awards to reflect the value of dividends paid during the deferral period. This

payment may assume that dividends had been reinvested in shares on such basis as the Committee

determines.

Recovery provisions (malus and clawback)

Malus and clawback provisions may be applied in the event of:

• participation in or responsibility for conduct resulting in significant loss to a Group company;

• failure to meet appropriate standards of fairness and propriety including fraud, material

dishonesty or material wrongdoing;

• bringing the Company into material disrepute or acting in a way which is materially adverse

toaGroup company;

• breaches of the employment contract that give potentially fair reason for dismissal;

• discovery of an event, post-cessation of employment, that would have prevented the vesting

orgrant of an award had the Company been aware of the event;

• error in determining an award or assessing the performance condition;

• material misstatement in financial information that was taken into account when determining

anaward or assessing the performance condition;

• material failure of risk management;

• misbehaviour or material error on the part of the participant; and

• any Group company or a relevant business unit suffering a material downturn in its financial

performance.

In the case of annual awards, malus and clawback provisions may be applied up to the fourth

anniversary of the end of the performance period and in the case of deferred awards up to the end

of the holding period. If the relevant award has vested or been exercised, the clawed back amount

may be recovered from the recipient.

Explanation of performance metrics

Performance is measured against a balanced scorecard to support the Company’s strategy.

The targets are set by reference to strategic objectives.

Deferred awards are subject to specific conditions that are designed to protect shareholder value

and which are aligned to appropriate long-term behaviours including risk management, conduct

and compliance. The Committee will consider the underlying performance of the Group over the

deferral period (which may be on a relative and / or absolute basis).

The Committee may vary or substitute any performance measure or underpin if it considers that it

would be appropriate to do so (including taking account of acquisitions or divestments, a change in

strategy or a change in prevailing market conditions), provided that any such variation or substitution

is fair and reasonable and (at the discretion of the Committee) the change would not make the

measure less demanding than the original measure would have been when originally set. If the

Committee were to make such a variation, an explanation would be given in the next Directors’

Remuneration report.

AJ Bell plc Annual Report and Accounts 2025

102

Shareholding guidelines

To align the interests of the Executive Directors with those of shareholders, the Committee has

adopted formal shareholding guidelines, which apply both during and after employment. The

Committee retains discretion to vary the application of the guidelines in appropriate circumstances.

During employment, Executive Directors are expected to retain all shares acquired through the EIP

deferred awards (after sales to cover tax and any exercise price) until such time as their holding has

avalue equal to the normal annual EIP award (being 400% of salary in the case of the CEO and 350%

of salary in the case of the CFO). Shares subject to EIP awards for which the performance conditions

have been assessed but have not vested (that is which are in a deferral period or a holding period) or

which have vested but have not been exercised count towards the guidelines on a net of assumed

tax basis.

The Committee has also adopted a formal post-cessation shareholding requirement. This requires

that for 24 months following cessation (or, if the Committee so determines, following the date on

which an Executive Director steps down from the Board), an Executive Director must retain such

oftheir ‘relevant’ shares as have a value (as at cessation) equal to their shareholding guideline.

IftheExecutive Director holds less than the required number of ‘relevant’ shares at any time they

must retain the ‘relevant’ shares they hold.

Shares which the Executive Director has purchased, or which were held at the date of admission

tothe London Stock Exchange are not ‘relevant’ shares for these purposes.

Policy for Non-Executive Directors

Purpose and link to strategy Operation Opportunity

To provide fees within a market

competitive range reflecting

the individual responsibilities

ofthe role and the expected

time commitment.

To reimburse where appropriate

out-of-pocket expenses which

are relevant to the requirements

of the role.

The fees of the Chair are determined by the Committee and the fees of the

Non-Executive Directors are determined by the Board.

Non-Executive Directors are not eligible to participate in any of the Company’s

share plans, incentive schemes or pension schemes.

Non-Executive Directors (including the Chair) may claim expenses in line with the

Company’s Expenses Policy for out-of-pocket expenses incurred in the fulfilment

of their responsibilities. Reimbursed expenses may include a gross-up to reflect

any tax or social security due in respect of the reimbursement.

The Chair and Non-Executive Directors may also be eligible to receive benefits

such as the use of secretarial support, assistance with the preparation of tax

returns, or other benefits that may be appropriate in performance of their duties.

Fees are set taking into account the responsibilities of the role and expected time

commitment.

Non-Executive Directors are paid a basic fee with additional fees paid for the

chairing of Committees. An additional fee is also paid for the role of Senior

Independent Director and may be paid for other responsibilities or time

commitments.

Basic fees are subject to any limit set in accordance with the Company’s articles

ofassociation or otherwise approved by shareholders.

Where benefits are provided to Non-Executive Directors they will be provided at a

level considered to be appropriate taking into account the individual circumstances.

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Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

103

Other information

Governance

We have presented the Annual Report on Remuneration (the ‘Report’)

to set out how the Policy of the Company has been applied in 2025

and how the Committee intends to apply the proposed Policy going

forward.

Reporting requirements

The Report reflects the reporting requirements on remuneration matters in accordance with the

Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and

Reports) Regulations 2008 (as amended). The Report also meets the UK Listing Authority’s Listing

Rules and the Disclosure and Transparency Rules. The Report describes how the Board has complied

with the provisions set out in the UK Corporate Governance Code 2018 relating to remuneration

matters.

Implementation of the Remuneration Policy for 2024/25

The following table sets out total remuneration for each Director in respect of the year ended 30September 2025.

Total single figure remuneration (Audited)

Year

Salary and

fees (a)

£000

Benefits (b)

(restated)

£000

Executive Incentive Plan (c)

£000

Pension (d)

£000

Total

remuneration

£000

Total fixed

remuneration

£000

Total variable

remuneration

£000

Annual

award

Deferred

award

Executive Directors

Michael Summersgill

2025 541 2 571 1,303 38 2,455 581 1,874

2024 525 4 630 945 10 2,114 539 1,575

Roger Stott (Resigned 31 December 2024)

2025 79 19 – – 6 104 104 –

2024 306 23 297 445 10 1,081 339 742

Peter Birch

2025 425 10 393 896 30 1,754 465 1,289

2024 385 4 428 642 10 1,469 399 1,070

Non-Executive Directors

Fiona Clutterbuck

2025 232 9 – – – 241 241 –

2024 225 2 – – – 227 227 –

Evelyn Bourke

2025 85 2 – – – 87 87 –

2024 73 4 – – – 77 77 –

Eamonn Flanagan

2025 90 1 – – – 91 91 –

2024 80 – – – – 80 80 –

Margaret Hassall

2025 87 5 – – – 92 92 –

2024 78 3 – – – 81 81 –

Les Platts

2025 70 2 – – – 72 72 –

2024 60 1 – – – 61 61 –

Fiona Fry

2025 95 4 – – – 99 99 –

2024 62 1 – – – 63 63 –

Julie Chakraverty

2025 70 6 – – – 76 76 –

2024 20 1 – – – 21 21 –

1 The amounts related to the prior year have been restated to include taxable expenses incurred by Directors.

Directors’ Remuneration report | Annual Report on Remuneration

AJ Bell plc Annual Report and Accounts 2025

104

The figures in the single figure tables above are derived from the following:

(a) Salary and fees

The amount of salary / fees earned in respect of the year. A salary sacrifice

pension arrangement is operated by the Company. Directors’ salaries are

shown gross of salary sacrifice pension contributions.

(b) Benefits

The benefits received by the Executive Directors comprise:

• amounts received for sacrificed annual leave;

• private medical insurance; and

• other taxable expenses.

Plan

Annual award for FY25: the value of the annual award earned in respect

ofthe financial year is based on a percentage of base salary. A description

of performance against the measures which applied for the financial year

isprovided on pages 106 and 107.

Deferred award for FY25: the value of the deferred award earned in respect

of the financial year is based on the share price at initial vesting of 505p

on18 November 2025. A description of performance against the measures

which applied for the financial year is provided on pages 106 and 107.

Note:a deferred award will normally be released following the end of a

deferral period starting on the date on which the performance condition

isassessed and ending in the fourth year after the start of the performance

period.

The values in the single figure remuneration table are calculated in

accordance with the applicable regulations by reference to the share price

at vesting. The values of the deferred awards are included in the FY25 table,

notwithstanding that the values will not be released to the Directors until

the end of the deferral period.

Deferred EIP options are granted at the start of the performance period

and therefore executives are exposed to the impact of any subsequent

movement in the share price over the performance period. In the period

between grant and the vesting, the share price increased from 447p to

505p and is therefore attributable to a c.13% increase in the award values.

The values for the FY24 annual and deferred awards were based on the

share price at vesting of 460p.

(d) Pension

Contributions made by AJBell to a defined contribution scheme or

personal pension, excluding any pension contributions made in respect

ofan individual under the Company’s salary sacrifice arrangement.

Base salary and fees

The Executive Directors’ base salaries with effect from 1 October 2025 are set out in the table below.

The approach of the Committee in determining these salaries is discussed in the Annual statement

by the Chair of the Remuneration Committee on page 96.

Base salary

asat

1October

2025

Base salary

asat

1October

2024 % Change

Michael Summersgill £605,640 £540,750 12%

Peter Birch £436,688 £425,000 3%

Non-Executive Directors receive fees reflecting the time commitment, demands and responsibilities

of the role. Details of Chair and Non-Executive Directors’ fees are detailed below:

As at

1October

2025

As at

1October

2024

Chair £247,50 0 £231,750

NED Base Fee £71,925 £70,000

Additional SID Fee £15,000 £15,000

Audit Committee Chair £20,000 £20,000

Risk & Compliance Committee Chair £27,5 0 0 £25,000

Remuneration Committee Chair £20,000 £17,5 0 0

Additional Committee Membership fee £11,000 n/a

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Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

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Other information

Governance

Directors’ Remuneration report | Annual Report on Remuneration

Executive Incentive Plan (EIP)

For the financial year ended 30 September 2025, the maximum EIP awards granted to Michael

Summersgill equated to 400% of base salary, and 350% of base salary for Peter Birch. The threshold

and on-target opportunities are 25% and 50% of the maximum opportunity respectively.

The EIP awards are made up of an annual cash award and deferred share award (one-third and

two-thirds of the total award respectively). The deferred share award is granted as a nominal cost

option at the start of the performance period. Both the annual cash and deferred share awards are

assessed against a balanced scorecard of financial and non-financial measures, linked to the KPIs

and strategy of the business, over the financial year ending 30 September 2025 as set out below:

Financial (35%) Growth and non-financial measures (40%) Individual measures (25%)

• Revenue

• PBT

• PBT margin

• Net AUA inflows

• Customer retention

• Customer experience

• Staff engagement

Including but not limited to:

Thedelivery of key projects

inthe year

Financial

Threshold Target Stretch Actual

Revenue £275.1m £289.6m £304.1m £ 317.8 m

Profit before tax £111.3m £120.3m £129.3m £13 7.8 m

PBT margin 39.4% 41.5% 43.6% 43.4%

Commentary on achievement: Strong business growth helped to drive a record financial

performance, with revenue up 18% and PBT up 22%. An increased PBT margin of 43.4% reflects

higher revenue margin and operational gearing benefits, after absorbing the impact of additional

business investment to support our long-term growth strategy.

Performance outcome: 100% of maximum

Growth and non-financial measures

Threshold Target Stretch Actual

Net AUA inflows (absolute) £5.4bn £6.2bn £6.8bn £7. 5b n

Net AUA inflows (relative) 39.0% 41.0% 43.0% 34.1%

Commentary on achievement: Our dual-channel platform delivered record net inflows of £7.5bn,

exceeding the stretch target, driven by the strength of market-leading customer service, trusted

brand and low-cost, easy-to-use propositions.

Our D2C platform achieved strong net inflows relative to peers, with relative Advised net inflows

impacted by heightened outflows, driven by elevated pension lump sum withdrawals and adviser

consolidation.

Growth and non-financial measures continued

Threshold Target Stretch Actual

Combined AJBIC / AJBell customer % retention

rate (average) 93.2% 94.2% 94.6% 94.1%

Customer experience – Trustpilot score (average) 4.70 4.75 4.80 4.82

Commentary on achievement: The strength of AJ Bell’s service was reflected in our market-leading

Trustpilot score of 4.9-stars, which averaged 4.8-stars throughout the year, ahead of the stretch target.

Our platform customer retention rate remained high, but fell marginally below the threshold,

impacted by adviser consolidation.

Great Place to Work

survey score 82.0% 85.0% 88.0% 83.0%

Staff turnover

20.0% 16.0% 14.4% 12.9%

Commentary on achievement: An 83% score was achieved from our second Great Place to Work

(GPTW) engagement survey, maintaining the score from last year. The GPTW to certification

threshold is 65%. Staff turnover reflected a positive outturn which further recognises the importance

placed by the management on staff retention and engagement.

Performance outcome:

Michael Summersgill: 42% of Maximum

Peter Birch: 50% of maximum

1 For non-financial measures the relevant metrics and weighting differ for Michael Summersgill and Peter Birch.

Strategic objectives

Director Objective

Michael

Summersgill

• Sharpen strategy process and investment case Significant improvements have

been made to our business planning process resulting in the establishment of a

more granular five-year strategy to realise our growth ambitions and deliver for our

key stakeholder groups.

• Increase the appeal of our products Significant progress has been made with the

marketing strategy, including the appointment of Stephen Vowles as Chief Marketing

Officer and the delivery of strong performance from the FY25 marketing campaign.

The revitalised focus on UX together with internal reporting changes have ensured that

customer experience will be central to AJ Bell’s long-term proposition development.

• Succession planning Successful embedment of succession plans in relation to the

retirement of Roger Stott (ex-COO) in December 2024 and further enhancements

made to the succession planning framework to ensure we have a future ready

senior management team.

Payout: 100% of maximum

AJ Bell plc Annual Report and Accounts 2025

106

Directors’ Remuneration report | Annual Report on Remuneration

Director Objective

Peter Birch

• Drive underlying operational efficiency Successfully enhanced efficiency across

the business, driving continued operational gearing through a focus on increased

automation, strategic workforce planning and contract renegotiations. These

initiatives have delivered multi-million pound recurring annualised cost savings.

• Improve performance management process and reporting Successful

development and embedment of a new MI pyramid, to monitor business

performance and provide actionable insights to inform decision-making, with

aparticular focus on enhanced reporting capabilities to support the continued

growth of our product propositions.

• Drive operational resilience Delivery and oversight of a robust operational

resiliency framework to minimise operational disruption and prevent customer

harm. Positive feedback was received from both the Board and third-party reviews

in FY25.

Payout: 93% of maximum

In considering the extent to which the Executive Directors’ EIP awards vested, the Committee

assessed achievement against the financial, non-financial targets and strategic objectives as

outlined above, as well as the findings of the CRO risk report, in which no adverse findings were

reported. They also considered relevant external market conditions. Taking all of the above factors

into account in the round reflecting the balanced nature of the scorecard, the Committee decided

that 80% of the award should vest for both Executive Directors.

The table below sets out the overall achievement for the vesting of the CEO and CFO’s EIP awards.

The Committee considers that the level of payout is reflective of the overall performance of the

Group in the year and is appropriate.

Vesting

(asa% of

maximum)

Vested

annual cash

award

Number

ofshares

granted

Face value

at grant

Vested and

deferred Forfeited

Michael Summersgill 80% £571,032 322,764 £1,449,210 258,212 64,552

Peter Birch 80% £392,700 221,966 £996,627 17 7,57 3 44,393

1 For these purposes, the face value of the award is calculated by multiplying the number of shares over which the award was

granted by 449p, the five-day average share price prior to grant date. The performance period for the deferred share award was

the financial year ended 30 September 2025.

The deferred awards are also subject to specific conditions for a further three years, including no

material deterioration in the underlying performance of the Company and no material failure in risk

management, conduct or compliance. The participants are entitled to acquire shares at the end of

the deferral period but (other than as regards sales to cover tax liabilities) participants are required

tohold acquired shares (and to not dispose of shares) for a further 12 months.

Payments for loss of office and payments made to former Directors during the

year (Audited)

As set out in last year’s Directors Remuneration Report, Roger Stott retired and stepped down as

anExecutive Director on 31 December 2024. As disclosed in the total single figure of remuneration,

he received his base salary, pension and benefits as normal up to 31 December 2024. After this date

he received payments totalling £63,458 in respect of base salary until the end of his six-month

notice period. He did not participate in the FY25 EIP.

Following the Committee’s discretionary decision, Roger Stott as a good leaver will retain his

outstanding deferred awards, which will continue to vest in full at the normal time, as per the rules

set out in the policy.

No other payments were made to former Directors during the year.

Statement of Directors’ shareholding and share interests (Audited)

The interests of the Directors and their connected persons in the Company’s ordinary shares as at

30 September 2025 (or date of cessation) were as follows:

Ordinary

EIP options

vested and

unexercised

Total

interestsat

30September

2025

Executive Directors

Michael Summersgill 508,960 419,601 928,561

Peter Birch 14,647 227,6 91 242,338

Roger Stott (as at 31 December 2024) 238,671 106,150 344,821

Non-Executive Directors

Fiona Clutterbuck 11,234 – 11,234

Evelyn Bourke 64,392 – 64,392

Eamonn Flanagan 151,090 – 151,090

Margaret Hassall – – –

Fiona Fry – – –

Julie Chakraverty 17, 38 5 – 17, 38 5

Les Platts 310,447 – 310,447

1 Includes the number of shares from EIP options that are vested and unexercised, net of tax.

On 14 October 2025, Peter Birch exercised 38,133 options and disposed of 37,924 shares. There

have been no further changes in Directors’ shareholdings and share interests since September 2025.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

107

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Directors’ Remuneration report | Annual Report on Remuneration

Executive Directors’ shareholding guidelines

The Committee has adopted a shareholding guideline for the Executive Directors, which requires

ashareholding equivalent to 400% of base salary for the Chief Executive Officer and 350% of base

salary for other Executive Directors as further described in the Directors’ Remuneration Policy.

Michael Summersgill has significantly exceeded this guideline at 30 September 2025, based on

theshare price at the end of the financial year.

Peter Birch was appointed as CFO during FY22 and has built up a shareholding of 309%, an increase

of 113% in the year. As set out in the Remuneration Policy, Executive Directors are expected to retain

all shares acquired through the EIP deferred awards until the shareholding guideline is met.

The Committee’s approach to post-cessation shareholding requirements is set out in the Directors’

Remuneration Policy approved at the 2025 AGM, and the proposed Directors’ Remuneration Policy

on page 103.

Executive Directors’ interests under share schemes (Audited)

Awards under share plans:

Award date

As at

1October

2024

Granted

during

theyear

Forfeited

during

theyear

Exercised

during

theyear

As at

30September

2025

Status

Michael Summersgill

Contingent option

10 Dec 20 36,163 – – – 36,163 Vested and unexercised

Contingent option

9 Dec 21 54,293 – – – 54,293 Vested and unexercised

Contingent option

8 Dec 22 94,194 – – – 94,194 Subject to specific conditions

Annual award 15 Dec 23 13 7,16 0 – – – 137,160 Vested and unexercised

Contingent option

15 Dec 23 205,740 5,938

– – 211,678 Subject to specific conditions

Contingent option

31 Jan 25 – 322,764 64,552 – 258,212 Subject to specific conditions

Roger Stott

Contingent option

9 Dec 21 47,74 0 – – – 47,74 0 Vested and unexercised

Contingent option

8 Dec 22 55,717 – – – 55,717 Subject to specific conditions

Annual award 15 Dec 23 64,551 – – 64,551 – Vested and exercised

Contingent option

15 Dec 23 96,826 – – – 96,826 Subject to specific conditions

Peter Birch

Contingent option

8 Dec 22 70,168 – – – 70,168 Subject to specific conditions

Annual award 15 Dec 23 93,133 – – 55,000 38,133 Vested and partially exercised

Contingent option

15 Dec 23 139,700 4,032

– – 143,732 Subject to specific conditions

Contingent option

31 Jan 25 – 221,966 44,393 – 17 7,573 Subject to specific conditions

1 Or date of cessation of employment.

2 The difference between the exercise price and share price for options granted is £nil, as the exercise price is nominal at £0.000125 for each share.

3 Deferred awards include shares issued in lieu of dividends accrued during the deferral period.

AJ Bell plc Annual Report and Accounts 2025

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Directors’ Remuneration report | Annual Report on Remuneration

Current service contracts and terms of engagement

Executive Directors

The Executive Directors are employed under service contracts that can be terminated by the

Executive Director or the Company with 12 months’ notice. The Directors’ service contracts are

available for shareholder inspection at the Company’s registered office. These contracts were

datedas follows:

Contract date

Michael Summersgill 1 November 2019

Peter Birch 1 July 2022

Non-Executive Directors

The Non-Executive Directors do not have service agreements and are appointed subject to letters

of appointment that can be terminated with three months’ notice by either the Non-Executive

Director or the Company. The letters of appointment are dated as follows:

Contract date

Fiona Clutterbuck 1 May 2023

Evelyn Bourke 1 July 2021

Eamonn Flanagan 22 March 2018

Margaret Hassall 1 September 2021

Fiona Fry 7 December 2023

Julie Chakraverty 3 June 2024

Les Platts 13 July 2023

Performance graph and historical Chief Executive Officer remuneration outcomes

The graph below shows the total shareholder return (TSR) performance of the Company’s shares

incomparison to the FTSE 250 for the period from the date of admission, 12 December 2018

to30September 2025. The TSR performance of the FTSE 250 index has been selected as it is

considered the most appropriate comparator group to AJBell. For the purposes of the graph,

TSRhas been calculated as the percentage change during the period in the market price of the

shares, assuming that dividends are reinvested in shares on the ex-dividend date. The graph shows

the change in value, up to October 2025, of £100 invested in shares in the Company on the date of

admission compared with the change in value of £100 invested in the FTSE 250.

Total shareholder return for AJBell against the FTSE 250 index

Dec 18

350

300

250

200

150

100

Total Shareholder Return (rebased to 100)

Sep 19 Sep 20 Sep 21 Sep 22 Sep 23 Sep 24 Sep 25

AJBell FTSE 250

CEO pay remuneration

The table below shows details of the total remuneration and EIP vesting (as a percentage of the

maximum opportunity) for the Chief Executive Officer.

Total singlefigure

remuneration

£000

Annual EIP award

(% of maximum

opportunity)

Deferred EIP award

(% of maximum

opportunity)

2025 2,455 80% 80%

2024 2,114 74% 74%

2023 941 59% 59%

2022

1,110 67% 67%

2021 1,191 79% 79%

2020 1,297 79% 79%

2019 1,906 65% 65%

1 Michael Summersgill was appointed as CEO on 1 October 2022. The former CEO, Andy Bell’s remuneration is reflected in the

table for periods up to 30 September 2022.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

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Other information

Governance

Directors’ Remuneration report | Annual Report on Remuneration

Directors’ remuneration ratios and percentage change

The table below sets out in relation to salary / fees, taxable benefits and incentives, the percentage change in pay for the Directors compared to the wider workforce from 2022 to 2025. The annual

changein salary is based on the salary of employees (on a full-time-equivalent basis) at the end of each financial year, and the annual change in bonus excludes employees that are not eligible for a

bonus.The average employee change has been calculated by reference to the mean change.

2025 2024 2023 2022 2021

Salary /

Fees Benefits

Annual

bonus

Salary /

Fees Benefits

Annual

bonus Salary/Fees Benefits

Annual

bonus

Salary /

Fees Benefits

Annual

bonus

Salary /

Fees Benefits

Annual

bonus

Michael Summersgill 3.0% (27.5)% (9.4)%

5.0% 35.6% 262.6% 59.9% 55.3% 26.0% 27. 9% (3.5%) 20.9% 0.0% 13.4% (17.7 %)

Roger Stott

3.0% (9.7)% n/a 5.0% 35.6% 188.5% 6.0% 0.0% (8.9%) n/a n/a n/a n/a n/a n/a

Peter Birch 10.4% 193.3%

(8.2)%

24.2% (70.5)% 230.5% 0.0% 571.3% n/a n/a n/a n/a n/a n/a n/a

Evelyn Bourke 13.8% n/a n/a 15.1% n/a n/a 11.2% n/a n/a 11.8% n/a n/a n/a n/a n/a

Eamonn Flanagan 12.5% n/a n/a 27. 0% n/a n/a 5.0% n/a n/a 11.7% n/a n/a 13.2% n/a n/a

Margaret Hassall 12.9% n/a n/a 23.0% n/a n/a 11.2% n/a n/a 11.8% n/a n/a n/a n/a n/a

Les Platts 16.7% n/a n/a 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Fiona Clutterbuck 3.0% n/a n/a 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Fiona Fry

25.1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Julie Chakraverty

14.1% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Wider workforce 7.6% 58.5% 28.8% 8.9% 116.2% 49.0% 11.7% 1,385.6% 7.5% 9.9% 6.9% 13.5% 3.3% 28.0% 11.1%

1 The increase in benefits is due to the amounts received in FY25 due to sacrificed annual leave.

2 Remuneration for Roger Stott, Fiona Fry and Julie Chakraverty has been annualised for comparative purposes.

3 The reduction in the annual award reflects the changes to the remuneration policy, which decreased the annual award percentage from 40% to 33%.

AJ Bell plc Annual Report and Accounts 2025

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Directors’ Remuneration report | Annual Report on Remuneration

CEO pay ratio

The table below sets out the ratio at median (50th percentile), 25th and 75th quartile of the total

remuneration received by the CEO compared with the total remuneration received by employees

(calculated on a full-time equivalent basis). The ratios have been calculated in accordance with the

Companies (Miscellaneous Reporting) Requirements 2018 (the Regulations).

Year Pay element Method

25th (Lower

quartile) 50th (Median)

75th (Upper

quartile)

2025 Salary Option A 20:1 16:1 10:1

Total remuneration Option A 78:1 60:1 36:1

2024 Salary Option A 21:1 17:1 10:1

Total remuneration Option A 73:1 57:1 33:1

2023 Salary Option A 21:1 17:1 10:1

Total remuneration Option A 35:1 28:1 16:1

2022

Salary Option A 22:1 19:1 11:1

Total remuneration Option A 46:1 37:1 21:1

2021 Salary Option A 23:1 19:1 12:1

Total remuneration Option A 52:1 42:1 25:1

2020 Salary Option A 24:1 19:1 12:1

Total remuneration Option A 59:1 45:1 29:1

1 Michael Summersgill was appointed as CEO on 1 October 2022. The former CEO, Andy Bell’s remuneration is reflected in the

table for periods up to 30 September 2022.

Remuneration figures used to calculate the above ratio:

Year Pay element CEO

25th (Lower

quartile)

50th

(Median)

75th (Upper

quartile)

2025 Salary £540,750 £26,460 £33,643 £56,519

Total remuneration £2,454,954 £31,528 £40,781 £68,068

2024 Salary £525,000 £25,078 £31,164 £53,499

Total remuneration £2,114,000 £28,923 £3 7,3 83 £64,092

2023 Salary £500,000 £23,984 £28,948 £50,880

Total remuneration £941,203 £26,558 £33,430 £58,796

2022

Salary £498,613 £22,171 £26,449 £44,964

Total remuneration £1,109,710 £24,331 £30,052 £51,731

2021 Salary £481,752 £21,188 £25,272 £40,716

Total remuneration £1,190,522 £22,823 £28,380 £46,996

2020 Salary £481,752 £20,349 £25,008 £38,568

Total remuneration £1,197,056 £22,026 £27, 511 £44,197

1 Michael Summersgill was appointed as CEO on 1 October 2022. The former CEO, Andy Bell’s remuneration is reflected in the

table for periods up to 30 September 2022.

The calculation methodology used to identify the employees at each quartile between 2020 and 2025

is Option A, as defined in the regulations. We believe this is the most robust and accurate approach,

and in line with shareholder expectations. The median, 25th and 75th percentile colleagues were

determined based on calculating total annual remuneration up to and including 30September.

Totalfull-time equivalent remuneration for employees reflects all pay and benefits received by an

individual in respect of the relevant year and has been calculated in line with the methodology for

the single figure of remuneration for the CEO, shown on page 104. Only employees that were

employed at the end of the financial year were included. Annual bonuses of employees are based

on the expected pay-out. The reason for this is that the annual bonus results had not been paid at

the time of preparing the ratio calculations. The workforce comparison is based on the payroll data

for the financial year for all employees (including the CEO but excluding Non-Executive Directors).

A significant proportion of the CEO’s pay is in the form of variable pay through the EIP scheme.

CEOpay will therefore vary year-on-year based on Company and share price performance.

TheCEO to all-employee pay ratio will therefore also fluctuate taking this into account.

The Committee believes that the median pay is consistent with our pay, reward and progression

policies and is appropriate for the Company’s size and structure.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

111

Other information

Governance

Directors’ Remuneration report | Annual Report on Remuneration

Distribution statement

The following table sets out the total remuneration for all employees and the total shareholder

distributions:

2025

£000

2024

£000 % change

Total remuneration for all employees

96,203 80,340 19.7%

Dividends and share buybacks

96,898 47,416 104.4%

1 Total remuneration for all employees represents the underlying staff cost for the Group.

2 See notes 11 and 23 in the consolidated financial statements.

Forward looking remuneration FY26

For details of the remuneration for the year commencing 1 October 2025, please refer to page 96

within the Chair’s statement.

Advice to the Committee

In relation to its consideration of Directors’ remuneration during the year, the Committee has

received advice from:

• The Chair, Chief Executive Officer, Chief Financial Officer, HR Director and Company Secretary; and

• Deloitte LLP (Deloitte).

Deloitte is retained to provide independent and objective advice to the Committee as required. Deloitte

is a member of the Remuneration Consultants Group and, as such, voluntarily operate under the Code

of Conduct in relation to executive remuneration consulting in the UK. Deloitte has provided advice

covering annual remuneration report and policy disclosures, market practice and corporate governance

updates. Fees for providing remuneration advice to the Committee were £61,925 for the year ended

30September 2025; the fees are calculated on a time-spent basis at pre-agreed rates. The Committee

assesses from time to time whether this appointment remains appropriate or should be put out to tender

and takes into account the Remuneration Consultants Group Code of Conduct when considering this.

Statement of voting at the AGM

Votes cast by proxy and at the meeting at the AGM held on 29 January 2025 in respect of the

Directors’ Remuneration Report, and in respect of the Directors’ Remuneration Policy, were as follows:

Resolution

Votes for

including

discretionary

votes

for

Votes

against

Total votes

cast

excluding

votes

withheld

Votes

withheld

Total votes

cast including

votes

withheld

Approve Directors’

Remuneration

Report 311,888,937 96.95 9,821,631 3.05 321,710,568 36,007 321,746,575

Approve Directors’

Remuneration

Policy 302,875,158 95.70 13,618,790 4.30 316,493,948 5,252,627 321,746,575

Approval

This report was approved by the Board on 3 December 2025 and signed on its behalf by:

Margaret Hassall

Chair of the Remuneration Committee

3 December 2025

AJ Bell plc Annual Report and Accounts 2025

112

Directors’ report

The Directors present their Annual Report on the affairs of the Group, together with the

consolidated financial statements and Independent auditors’ report, for the year ended 30

September 2025. The Director’s report comprised pages 113 to 116 of this report, together with

sections of the Annual report incorporated by reference below.

Additional disclosures

The Strategic report is a requirement of the UK Companies Act 2006 and can be found on pages 1

to 68 of this Annual Report.

The Company has chosen, in accordance with section 414C (11) of the Companies Act 2006, to

include details of the following matters in its Strategic report that would otherwise be disclosed in

the Directors’ report:

Detail Page(s)

Likely future developments in the business 13

Research and development 136

Greenhouse gas emissions 46 to 56

Non-financial reporting 57

Corporate governance

The Corporate Governance report, including the statement as to the Company’s compliance with

the UK Corporate Governance Code (the “Code”) and details of where the Code is publicly available,

is set out on pages 74 to 81. The information in that section is incorporated into this Directors’

report by reference and is deemed to form part of this report, fulfilling the requirements of the

corporate governance statement for the purposes of the Disclosure Guidance and Transparency

Rules (‘DTR’) 7.2.1.

The Strategic report and the Directors’ report together form the Management report for the

purposes of DTR 4.1.8R.

Information required to be disclosed under Listing Rule 6.6.1, which is not included in the Directors’

report, can be located as follows:

Listing Rule 6.6.1

required disclosure Location in the Annual Report and Financial Statements

(12) Current year dividend

waiveragreements

Note 11 to the consolidated financial statements provides

information on employee benefit trusts that have waived dividends.

(13) Future dividend

waiveragreements

Note 11 to the consolidated financial statements provides

information on employee benefit trusts that have waived dividends.

Principal activity

AJ Bell plc (the ‘Company’) and its subsidiaries (together the ‘Group’) provide an investment platform

operating in the advised and D2C markets. The Company is registered as a public limited company

under the Companies Act 2006 and is listed on the Main Market of the London Stock Exchange.

Results and future performance

A review of the Group’s results and activities is covered within the Strategic report on pages 1 to 68.

This incorporates the Chair’s statement and Chief Executive Officer’s review, which include an

indication of likely future developments.

Key performance indicators

Key performance indicators in relation to the Group’s activities are continually reviewed by senior

management and are presented on pages 18 and 19.

Dividends

The Board recommends a final dividend of 9.75 pence per ordinary share for the year ended

30September 2025. This, together with the interim dividend of 4.50 pence per ordinary share paid

on 28 June 2025, makes a total dividend in respect of the financial year ended 30 September 2025

of 14.25 pence per ordinary share. The final dividend proposed by the Directors will be subject to

approval at the AGM on 4 February 2026. If approved, the Company will pay a final dividend on

13February 2026 to shareholders on the register at 16 January 2026. The ex-dividend date will

be15January 2026.

The employee benefit trusts have elected to waive all dividends on shares held under the trusts

relating to AJBell plc. Further details can be found in note 11 to the consolidated financial

statements.

Articles of Association

The Articles of Association of the Company (the ‘Articles’) were adopted by special resolution on

15November 2018. Any amendments to the Articles may be made in accordance with the provisions

of the Companies Act 2006, by way of a special resolution at a general meeting of shareholders.

Directors

The Directors of the Group who were in office during the year are disclosed on pages 72 and 73.

Under the Articles, all of the Directors are required to retire from the Board at the AGM. Accordingly,

each of the Directors, being eligible, will offer themselves for re-election by the members of the

Company.

The service agreements of current Executive Directors and the letters of appointment of the

Non-Executive Directors are available for inspection at the Company’s registered office.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

113

Other information

Governance

Directors’ report

Directors’ powers

Subject to company law and the Company’s Articles, the Directors may exercise all of the powers of

the Company and may delegate their power and discretion to committees. The ExCo is responsible

for the day-to-day management of the Group. The Articles give the Directors power to appoint and

replace Directors.

Directors’ interests

Directors’ interests in the shares of AJBell plc are disclosed in the Directors’ Remuneration report

on page 107.

During the period covered by this report, no Director had any material interest in a contract to

which the Company or any of its subsidiary undertakings was a party (other than their own service

contract) that requires disclosure under the requirements of the Companies Act 2006.

Conflicts of interest

The Company Secretary maintains a Register of Director’s Interests which records the external

directorships and shareholdings of each Board member which could give rise to a potential or

actual conflict of interest. Potential conflicts of interests are disclosed on appointment and on an

ongoing basis via notification to the Company Secretary and conflicts of interest are a standing

agenda item at each Board and Committee meeting. Given the potential conflicts of interest as

aresult of the Representative Director being a nominee of a major shareholder, the Relationship

Agreement between the Company and Andy Bell makes provision for the management of any

conflicts which may arise.

The Board has considered the current external appointments of all Directors which may give rise to

a conflict. In any matter where a Director’s interest does present an actual conflict, the Director shall

recuse themselves from any such discussion and will not vote or be counted in the quorum, when

that matter is considered. Any new external appointment of a member of the Board requires prior

approval by the Board.

Except as stated in note 28 of the consolidated financial statements, no Director has, or has had,

anymaterial interest in any contract or arrangement with the Group during the year.

Directors’ indemnities

The Company has made qualifying third-party indemnity provisions for the benefit of its Directors.

These provisions were for the purposes of section 234 of the Companies Act 2006 and were in

force throughout the financial year and remain so at the date of this report.

The Group maintains what the Board considers to be appropriate insurance cover in respect of legal

action against the Directors.

Share capital

Details of the Company’s issued share capital, together with details of the movements therein, are

set out in note 23 to the consolidated financial statements. This includes the rights and obligations

attaching to shares and restrictions on the transfer of shares.

The Company has one class of ordinary share which carries no right to fixed income. There are no

specific restrictions on the size of the holding nor on the transfer of shares, which are both

governed by the general provisions of the Articles and prevailing legislation.

The Directors are not aware of any agreements between holders of the Company’s shares that may

result in restrictions on the transfer of securities or on voting rights.

Employee benefit trusts have been established in order to provide benefits for the Group’s

employees and former employees. This includes acting as a vehicle for the acquisition and holding

of a pool of shares to satisfy share awards under the Company’s employee share plans. During the

year, 349,387 options under the Executive Incentive Plan (EIP) were exercised and issued from the

trusts as discussed in note 23.

Authority to purchase its own shares

The Company is permitted pursuant to the terms of its Articles to purchase its own shares subject

toshareholder approval. The Company was granted authority to undertake the purchase of its own

shares at the 2024 AGM. Under the authority provided at the 2024 AGM, the Company commenced

its share buyback programme on 5 December 2024 which completed on 23 April 2025. Under this

programme, the Company purchased 6,963,824 ordinary shares at a total cost (including

transaction costs) of £30.2 million.

The Company was granted authority at the 2025 AGM to purchase its own shares up to an aggregate

value of 10% of the issued nominal capital. The authority will expire on the earlier of the end of the

next AGM and 28 February 2026. Under the authority provided at the 2025 AGM, the Company

commenced its second share buyback programme on 23 May 2025. Under this programme, as

at3November 2025, the Company purchased 4,283,755 ordinary shares for a total consideration

of£22.3 million (including transaction costs).

All ordinary shares acquired have been subsequently cancelled, with the nominal value of ordinary

shares cancelled deducted from share capital against the capital redemption reserve.

AJ Bell plc Annual Report and Accounts 2025

114

Directors’ report

Substantial shareholdings

Information provided to the Company by substantial shareholders (holding voting rights of 3%

ormore in the financial instruments of the Company) pursuant to the DTRs are published via a

Regulatory Information Service and are available on the Company’s website. As at 30 September

2025, the following information has been received in accordance with DTR 5 from holders of

notifiable interests in the Company’s issued share capital. It should be noted some of these holdings

may have changed since the Company received the notification. Holders are not required to notify

the Company of any change until this, or the next applicable threshold is reached or crossed.

Interested party

Number

ofshares

% of share

capital

Andy Bell 73,357,766 18.001%

Liontrust Investment Partners LLP 41,542,459 10.057%

Between 30 September 2025 and 3 December 2025 (the latest practicable date for inclusion in

thisreport), the following information has been received in accordance with DTR 5 from holders

ofnotifiable interests in the Company’s issued share capital:

Interested party

Number

ofshares

% of share

capital

Andy Bell 70,639,040 17.553%

Liontrust Investment Partners LLP 20,053,555 4.983%

1 The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with

Rule 5 of the DTRs.

Change of control

There are no significant agreements to which the Company is a party that take effect, alter

orterminate on a change of control of the Company following a takeover bid. There are no

agreements between the Company and its Directors or employees providing for compensation

forloss of office or employment that occurs because of a takeover bid.

However, options and awards granted to employees under the Company’s share schemes and plans

may vest on a takeover, under the schemes’ provisions.

Financial instruments and risk management

The risk management objectives and policies of the Group are set out within note 25 of the

consolidated financial statements.

Political contributions

No political contributions were made by the Group during the year (2024: £nil).

Corporate social responsibility

Information about the Group’s approach to the environment, including details of our greenhouse

gas emissions, is set out on pages 46 to 56 of the Strategic report.

Disabled employees

We welcome applications from people with disabilities and we make reasonable adjustments to

therecruitment and selection process for those who are interested in working for the Group. In the

event of employees becoming disabled, every effort is made to ensure that their employment with

the Group continues and that the appropriate facilities and training are arranged. It is the policy of

the Group that the training, career development and promotion of disabled persons must, as far

aspossible, be the same as that of other employees.

Engagement with employees

The Group places considerable value on the involvement of its employees and has continued

tokeep them informed on matters affecting them as employees and on the various other factors

affecting the performance of the Group. This is achieved through formal and informal meetings and

internal publications. Employee representatives are consulted regularly on a wide range of matters

affecting their current and future interests via AJBell’s Employee Voice Forum which is chaired by

Fiona Clutterbuck. Employee share schemes have operated since June 2005. These schemes have

promoted wider employee involvement in the Group and include our annual free share award scheme.

Further information on employee engagement is set out on pages 37 to 42 of the Strategic report.

The Directors believe that the incentivisation of senior management and key employees by equity

participation is an important factor in the continuing success of the Group. This policy aligns the

interests of management and the wider workforce with those of the shareholder base.

Engagement with suppliers, customers and other stakeholders

Details of how the Group engages with its key stakeholders, including its shareholders, can be

found on pages 25 to 27 of the Strategic report.

Details of how interests of stakeholders are considered in the Board’s decision making can be found

in the Section 172 statement on pages 28 and 29.

Internal control

The Board has overall responsibility for the maintenance of the internal control system established

by the Group and places considerable reliance on a strong control environment. However, such a

system is designed to manage rather than eliminate the risk of failure to achieve business objectives.

It can only provide reasonable and not absolute assurance against material misstatement or loss.

Compliance with internal control procedures is monitored by the Directors through the Risk &

Compliance Committee and the Audit Committee, which are responsible for overseeing the Group’s

risk management, compliance and internal audit functions. Details of the Group’s risk management

can be found on pages 58 to 60.

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

115

Other information

Governance

Directors’ report

Going concern and viability statement

The consolidated financial statements have been prepared on a going concern basis. After making

enquiries and considering the Group’s financial position, its business model, strategy, financial

forecasts and regulatory capital together with its principal risks and uncertainties, the Directors have

a reasonable expectation that the Group will be able to continue in operation and meet its liabilities

as they fall due for at least 12 months from the date of signing this report. The going concern basis

of preparation is discussed within note 2.1 to the consolidated financial statements.

In accordance with provision 31 of the UK Corporate Governance Code, the Directors have assessed

the prospects of the Group over a longer period than the 12 months required by the going concern

provision. Details of the assessment can be found on page 68.

Events after reporting date

Details of significant events since the reporting date are contained in note 30 to the consolidated

financial statements.

Disclosure of information to auditor

Each of the persons who is a Director at the date of approval of this Annual Report confirms that:

• so far as the Director is aware, there is no relevant audit information of which the Company’s

auditor is unaware; and

• the Director has taken all the steps that they ought to have taken as a Director in order to make

themselves aware of any relevant audit information and to establish that the Company’s auditor

is aware of that information.

This confirmation is given pursuant to section 418 of the Companies Act 2006 and should be

interpreted in accordance with, and subject to, those provisions.

Annual General Meeting

The AGM will be held at 10:00 BST on 4 February 2026 and will be held as a physical meeting as

detailed in the Corporate Governance report on page 81. Details of the resolutions to be proposed

at the AGM are set out in the separate circular which has been sent to all shareholders and is available

on the AJBell website at ajbell.co.uk/group/investor-relations/agm.

Approved by the Board on 3 December 2025 and signed on its behalf by:

Kina Sinclair

Company Secretary

4 Exchange Quay

Salford Quays

Manchester

M5 3EE

AJ Bell plc Annual Report and Accounts 2025

116

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report and Financial Statements in

accordance with UK-adopted international accounting standards and applicable law and regulations.

Company law requires the Directors to prepare Group and Parent Company financial statements

foreach financial year. Under that law the Directors are required to prepare the Group financial

statements in accordance with UK-adopted international accounting standards and have elected

toprepare the Parent Company financial statements in accordance with UK accounting standards

and applicable law including FRS 101 Reduced Disclosure Framework.

Under company law the Directors must not approve the financial statements unless they are satisfied

that they give a true and fair view of the state of affairs of the Group and Parent Company and of

theprofit or loss for the Group for that period. The Directors are also required to prepare theGroup

financial statements in accordance with international financial reporting standards as adopted by

the UK.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• for the Group financial statements, state whether they have been prepared in accordance with

UK-adopted international accounting standards, subject to any material departures disclosed

andexplained in the financial statements;

• for the Parent Company financial statements, state whether applicable UK accounting standards

have been followed, subject to any material departures disclosed and explained in the financial

statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume

that the Group or Parent Company will continue in business; and

• prepare a Directors’ report, a Strategic report and Directors’ Remuneration report which comply

with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show

and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time

the financial position of the Parent Company and enable them to ensure that the financial

statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the Group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring the Annual Report and Financial Statements are made

available on a website. Financial statements are published on the Company’s website in accordance

with legislation in the United Kingdom governing the preparation and dissemination of financial

statements, which may vary from legislation in other jurisdictions. The maintenance and integrity

ofthe Company’s website is the responsibility of the Directors. The Directors’ responsibility also

extends to the ongoing integrity of the financial statements contained therein.

Each of the Directors, whose names and responsibilities are listed in the Corporate Governance

report, confirms that, to the best of their knowledge:

• The financial statements have been prepared in accordance with the applicable set of accounting

standards and give a true and fair view of the assets, liabilities, financial position and profit and

loss of the Group.

• The Annual Report includes a fair review of the development and performance of the business

and the financial position of the Group and Parent Company, together with a description of the

principal risks and uncertainties that they face.

We consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced

and understandable and provide the information necessary for shareholders to assess the Group’s

position and performance, business model and strategy.

Approved by the Board on 3 December 2025 and signed on its behalf by:

Kina Sinclair

Company Secretary

4 Exchange Quay

Salford Quays

Manchester

M5 3EE

Annual Report and Accounts 2025 AJ Bell plc

Strategic report Financial statements

117

Other information

Governance

Driving growth by making investing easy

AJ Bell have a great platform for

all types of investment wrappers

and a huge choice of shares, funds,

ETFs and trusts.

Customer service is second

to none, with the phone being

answered quickly by a person

that can help you.”

Costas

AJBell customer

As easy as

1-2-3

AJBell plc Annual Report and Accounts 2025

118

Independent auditors’ report

to the members of AJBell plc

Report on the audit of the financial statements

Opinion

In our opinion:

• AJ Bell plc’s group financial statements and company financial statements (the “financial

statements”) give a true and fair view of the state of the group’s and of the company’s affairs as at

30 September 2025 and of the group’s profit and the group’s cash flows for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted

international accounting standards as applied in accordance with the provisions of the Companies

Act 2006;

• the company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards,

including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts (the

“Annual Report”), which comprise: consolidated and company statement of financial position as at

30 September 2025; consolidated income statement, consolidated statement of changes in equity,

consolidated statement of cash flows and the company statement of changes in equity for the year

then ended; and the notes to the financial statements, comprising material accounting policy

information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)

and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’

responsibilities for the audit of the financial statements section of our report. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard,

as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the

FRC’sEthical Standard were not provided.

Other than those disclosed in note 6, we have provided no non-audit services to the company

oritscontrolled undertakings in the period under audit.

Our audit approach

Context

The year ended 30 September 2025 is our first year as the external auditors of the AJBell plc group

(“the group”). In planning for our first year audit, we met with the Audit Committee and members

ofmanagement across the business to discuss and understand the business and any significant

developments during the year, and to understand their perspectives on associated business risks.

We used this insight, in addition to our understanding of the predecessor auditors’ approach, and

our industry experience, to form our views regarding the audit risks and to develop our planned

audit approach to address those risks.

Overview

Audit scope

• The group financial statements comprise the consolidation of eight (8) individual components,

each of which represents a legal entity within the group. The AJBell plc company was considered

as a component. We performed risk assessment procedures to determine which of the group’s

components are likely to present risks of material misstatement to the group financial statements

and which procedures to perform over components to address those risks.

• We conducted audit testing over six (6) components in total excluding the consolidation

adjustments, which we selected based on their respective significance to the consolidated results.

• Two (2) components were subject to an audit of their complete financial information due to

theirfinancial significance, having the largest contribution to the profit before tax of the group.

• Specific financial statement line items were also brought into scope for four (4) components

toensure sufficient coverage was obtained over all material balances in the group accounts.

• Taken together, the procedures we performed over the two full scope components provided us

with coverage of over 96% of the total profit before tax recognised in the consolidated income

statement and greater than 70% of all material line items for the group.

Key audit matters

• Revenue recognition (group)

• Carrying value of investments in subsidiaries (parent)

Materiality

• Overall group materiality: £6,840,000 based on 5% of profit before tax.

• Overall company materiality: £908,000 based on 1% of total assets.

• Performance materiality: £5,130,000 (group) and £681,000 (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements.

Annual Report and Accounts 2025 AJBell plc

Strategic report

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Other information

Governance Financial statements

Independent auditors’ report

to the members of AJBell plc

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements ofthe current period and include the most significant

assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in

the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit ofthe

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Revenue recognition (group)

Revenue from contracts with customers is the most significant item in the consolidated income statement and

represents one of the areas that we spent the most amount of time across the overall group audit. Revenue for

theyear ended 30September 2025 was £317.8m and the balance comprises various revenue streams as outlined

in note 5 of the group financial statements, representing fees receivable from investment administration and

dealing and custody services for both client assets and client money.

The areas of revenue which had the greatest effort on our overall group audit and audit effort in the current

periodwere in relation to the AJBell and AJBell Investcentre propositions, representing custody fees and

retainedinterest income revenue (part of Recurring ad valorem revenue), pension administration fees (part

ofRecurring fixed revenue) and dealing and foreign exchange fees (part of Transactional revenue).

The calculations are non-complex, however there are a number of inherent risks including:

• Fee rates: There is a risk that fee rates have not been entered appropriately into the systems.

• Client asset and money balances: There is a risk that these balances do not exist and/or client data is not accurate.

• Calculation There is a risk that revenue is incorrectly calculated.

Custody fees

Custody fees represent fees earned on custody services provided by the group for the holding of client assets

andare recognised evenly over the period in which the service is provided. The fees are derived based on the

market value of retail customer assets, asset mix and portfolio size. The rates charged vary dependent on

theproduct, portfolio size and asset mix within the portfolio, and is based on percentage rates within the terms

and conditions with individual clients.

Retained interest income

Retained interest income represents interest retained on uninvested customer cash balances held by the group

and is recognised evenly over the period in which the service is provided. The interest retained is derived from

thelevel of customer cash balances, product type and portfolio size. The rate charged is variable dependent

onthe product and portfolio size, and is based on percentage rates within the terms and conditions with

individualclients.

Pension administration fees

Pension administration fees represent fees charged in relation to the administration services provided by the

groupand are recognised over time as the service is provided. The fees are derived based on the market value

ofretail customer pensions assets and portfolio size. The rate charged is variable dependent on the portfolio

size,and is based on percentage rates within the terms and conditions with individual clients.

Dealing and foreign exchange fees

Dealing fees represent fees charged for dealing transactions and are recognised when received in accordance

withthe date of settlement of the underlying transaction. The fees charged are variable and dependent on the

nature of the transaction type, based on percentage rates within the terms and conditions with individual clients.

We understood and evaluated the design and implementation of key controls, including relevant information

technology systems and controls in place.

We performed testing over the operational effectiveness of key in-house controls supporting the calculation

and recognition revenue, such as reconciliations over the accuracy of platform data (client money and assets).

We tested relevant IT controls over the platform, as well as identifying and testing relevant IT dependencies (for

example the interface between the front end and back end of the platform which transfers client instructions).

Custody fees, pension administation fees, dealing and foreign exchange fees

• These revenue streams are system generated calculations.

• Using data auditing techniques, we recalculated 100% of the system calculated revenue using client asset

data from the platform and rates obtained from terms and conditions available to clients, and then reconciled

to amounts included in the group financial statements.

• On a sample basis, we tested the platform data used within the calculations, back to supporting evidence

tosupport the accuracy of the data.

Retained interest income

• Retained interest income is calculated based on interest received on money held for clients, less the amount

of interest paid away to individual clients.

• Interest received is a non-system generated calculation.

• For interest received, we performed an independent manual recalculation of the interest received from third

party banks and performed sample-based testing over the inputs (for example deposit amounts and interest

rates, including to a sample of external deposit confirmations).

• Interest paid away to individual clients is a system generated calculation.

• For interest paid, we performed tests over the automated calculation including performing a recalculation

ofa sample of interest paid to ensure the accuracy of the system calculation.

• We also performed testing over the operational effectiveness of key in-house controls which recalculate

100% of the interest payaway on a quarterly basis.

Based on the procedures performed and evidence obtained, we did not identify any material issues in respect

ofrevenue recognition wereidentified.

AJBell plc Annual Report and Accounts 2025

120

Independent auditors’ report

to the members of AJBell plc

Key audit matter How our audit addressed the key audit matter

Carrying value of investments in subsidiaries (parent)

The carrying value of investment in subsidiaries as at 30 September 2025 was £35m and the balance comprises

the wholly-owned subsidiaries of AJBell plc, as outlined in note 6 of the company financial statements.

Management performed an impairment indicators review which showed no indicators of impairment in respect of

its material subsidiaries. Management’s impairment review included assessing both internal and external indicators

that would have an impact on the future expected cash flows from the investments made.

Management performed their annual impairment review which showed no indicators of impairment in respect of

its material subsidiaries. Management’s impairment review included assessing both internal and external indicators

that would have an impact on the future expected cash flows from the investments made.

We performed the following procedures in relation to management’s impairment assessment over the carrying

value of investments in subsidiaries as at 30 September 2025:

• Obtained and assessed the completeness of management’s impairment indicator assessment in respect of

itsmaterial subsidiaries, based on our understanding of the business and current market environment; and

• Assessed the adequacy in the disclosures of the financial statements.

Based on the procedures performed and evidence obtained, we did not identify any issues in respect of the

carrying value of investments in subsidiaries.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an

opinion on the financial statements as a whole, taking into account the structure of the group and

the company, the accounting processes and controls, and the industry in which they operate.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an

opinion on the financial statements as a whole, taking into account the structure of the group and

the company, the accounting processes and controls, and the industry in which they operate.

The group is structured as one operating segment, providing investment administration and dealing

and custody services. The group is comprised of the company, incorporated in the United Kingdom,

and subsidiary entities in the United Kingdom. The group is operated centrally from the United

Kingdom.

Within this segment there are eight components. Two are considered significant components

dueto size, and were subject to an audit of their complete financial information. A further four

components were in scope for specific audit procedures, as these components contributed a

significant proportion of certain financial statement line items. Together with the procedures

performed at the group level, including auditing the consolidation, and financial statement

disclosures, this gave us the evidence we needed to form our opinion on the financial statements

asa whole.

As the group audit team, we are also the auditors for the components and therefore all audit

procedures were performed by the group audit team.

The impact of climate risk on our audit

In planning our audit, we considered the extent to which climate change is impacting the group

andhow it impacted our risk assessment for the audit of the group’s financial statements. In making

these considerations we enquired of management in respect of their own climate change risk

assessment, including associated governance processes and understood how these have been

implemented. We considered the completeness of management’s assessment in light of our

knowledge of the wider asset and wealth management industry. We also reviewed the climate

disclosures in the Annual Report for consistency with our knowledge of the group based on our

audit work. We concluded the impact of climate change did not impact our risk assessment for any

material financial statement line item or disclosure.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative

thresholds for materiality. These, together with qualitative considerations, helped us to determine

the scope of our audit and the nature, timing and extent of our audit procedures on the individual

financial statement line items and disclosures and in evaluating the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as

awhole as follows:

Financial statements – group Financial statements – company

Overall

materiality

£6,840,000 £908,000

How we

determined it

5% of profit before tax 1% of total assets

Rationale for

benchmark

applied

The group is a profit oriented entity and

profit before tax is a key measure used

by the shareholders in assessing the

financial performance of the group.

Wetherefore consider it appropriate

touse a profit before tax benchmark

forthe calculation of materiality.

The parent company operates primarily

as a holding company for investments

in the group’s subsidiaries, with limited

other operating activities. Accordingly,

we consider it appropriate to use total

assets as the benchmark for overall

materiality.

For each component in the scope of our group audit, we allocated a materiality that is less than

ouroverall group materiality. The range of materiality allocated across components was between

£6,490,000 and £34,000. Certain components were audited to a local statutory audit materiality

that was also less than our overall group materiality.

Annual Report and Accounts 2025 AJBell plc

Strategic report

121

Other information

Governance Financial statements

Independent auditors’ report

to the members of AJBell plc

We use performance materiality to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically,

we use performance materiality in determining the scope of our audit and the nature and extent of

our testing of account balances, classes of transactions and disclosures, for example in determining

sample sizes. Our performance materiality was 75% of overall materiality, amounting to £5,130,000

for the group financial statements and £681,000 for the company financial statements.

In determining the performance materiality, we considered a number of factors – the history

ofmisstatements, risk assessment and aggregation risk and the effectiveness of controls –

andconcluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during

our audit above £340,000 (group audit) and £45,400 (company audit) as well as misstatements

below those amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue

toadopt the going concern basis of accounting included:

• Obtaining the directors going concern assessment and evaluating the reasonableness of the

board-approved financial forecasts by comparing them to the group’s historical performance

andcorroborating key assumptions with available external market evidence.

• Reviewing management’s stress testing scenarios which considered potential macroeconomic

and idiosyncratic events.

• Obtaining management’s estimated solvency capital position and evaluating this for consistency

with available information and compliance with external regulatory capital requirements for the

period covered by the going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to

events or conditions that, individually or collectively, may cast significant doubt on the group’s and

the company’s ability to continue as a going concern for a period of at least twelve months from

when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going

concernbasis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is

notaguarantee as to the group’s and the company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to in relation to the directors’ statement in the

financial statements about whether the directors considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial

statements and our auditors’ report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and, accordingly,

wedo not express an audit opinion or, except to the extent otherwise explicitly stated in this report,

any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent

withthe financial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If we identify an apparent material inconsistency or material misstatement,

weare required to perform procedures to conclude whether there is a material misstatement of

thefinancial statements or a material misstatement of the other information. If, based on the work

we have performed, we conclude that there is a material misstatement of this other information,

weare required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ report, we also considered whether the

disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also

to report certain opinions and matters as described below.

Strategic report and Directors’ report

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

the Strategic report and Directors’ report for the year ended 30 September 2025 is consistent with

the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment

obtained in the course of the audit, we did not identify any material misstatements in the Strategic

report and Directors’ report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

AJBell plc Annual Report and Accounts 2025

122

Independent auditors’ report

to the members of AJBell plc

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern,

longer-term viability and that part of the corporate governance statement relating to the company’s

compliance with the provisions of the UK Corporate Governance Code specified for our review.

Ouradditional responsibilities with respect to the corporate governance statement as other

information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the corporate governance statement is materially consistent with the financial

statements and our knowledge obtained during the audit, and we have nothing material to add

ordraw attention to in relation to:

• The directors’ confirmation that they have carried out a robust assessment of the emerging and

principal risks;

• The disclosures in the Annual Report that describe those principal risks, what procedures are in

place to identify emerging risks and an explanation of how these are being managed or mitigated;

• The directors’ statement in the financial statements about whether they considered it appropriate

to adopt the going concern basis of accounting in preparing them, and their identification of any

material uncertainties to the group’s and company’s ability to continue to do so over a period of

atleast twelve months from the date of approval of the financial statements;

• The directors’ explanation as to their assessment of the group’s and company’s prospects,

theperiod this assessment covers and why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable expectation that the company

willbe able to continue in operation and meet its liabilities as they fall due over the period of its

assessment, including any related disclosures drawing attention to any necessary qualifications

orassumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company

was substantially less in scope than an audit and only consisted of making inquiries and considering

the directors’ process supporting their statement; checking that the statement is in alignment

withthe relevant provisions of the UK Corporate Governance Code; and considering whether

thestatement is consistent with the financial statements and our knowledge and understanding

ofthe group and company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the corporate governance statement is materially consistent with the financial

statements and our knowledge obtained during the audit:

• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced

and understandable, and provides the information necessary for the members to assess the

group’s and company’s position, performance, business model and strategy;

• The section of the Annual Report that describes the review of effectiveness of risk management

and internal control systems; and

• The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement

relating to the company’s compliance with the Code does not properly disclose a departure from

arelevant provision of the Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities, the directors are responsible

for the preparation of the financial statements in accordance with the applicable framework and for

being satisfied that they give a true and fair view. The directors are also responsible for such internal

control as they determine is necessary to enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and

thecompany’s ability to continue as a going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless the directors either intend to

liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

Wedesign procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

arecapable of detecting irregularities, including fraud, is detailed below.

Annual Report and Accounts 2025 AJBell plc

Strategic report

123

Other information

Governance Financial statements

Based on our understanding of the group and industry, we identified that the principal risks of

non-compliance with laws and regulations related to breaches of UK regulatory principles, such

asthose governed by the Financial Conduct Authority, and we considered the extent to which

non-compliance might have a material effect on the financial statements. We also considered those

laws and regulations that have a direct impact on the financial statements such as the Companies

Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of

the financial statements (including the risk of override of controls), and determined that the principal

risks were related to posting inappropriate journal entries to increase reported revenue for the

group. Audit procedures performed by the engagement team included:

• Discussions with management, the Audit Committee, individual directors and internal audit, to

consider known or suspected instances of non-compliance with laws and regulations, and fraud.

• Reading regulatory correspondence with the Financial Conduct Authority.

• Reviewing relevant meeting minutes including those of the Board of Directors and Audit

Committee.

• Identifying and testing journal entries, in particular any journal entries posted with unusual

account combinations against revenue accounts.

• Designing audit procedures to incorporate unpredictability around the nature, timing or extent

ofour testing.

There are inherent limitations in the audit procedures described above. We are less likely to become

aware of instances of non-compliance with laws and regulations that are not closely related to events

and transactions reflected in the financial statements. Also, the risk of not detecting a material

misstatement due to fraud is higher than the risk of not detecting one resulting from error, as

fraudmay involve deliberate concealment by, for example, forgery or intentional misrepresentations,

orthrough collusion.

Our audit testing might include testing complete populations of certain transactions and balances,

possibly using data auditing techniques. However, it typically involves selecting a limited number

ofitems for testing, rather than testing complete populations. We will often seek to target particular

items for testing based on their size or risk characteristics. In other cases, we will use audit sampling

to enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on

theFRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a

body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose.

We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any

other person to whom this report is shown or into whose hands it may come save where expressly

agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate

forouraudit have not been received from branches not visited by us; or

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

• the company financial statements and the part of the Directors’ Remuneration report

tobeaudited are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members

on29January 2025 to audit the financial statements for the year ended 30 September 2025

andsubsequent financial periods. This is therefore our first year of uninterrupted engagement.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency

Rules to include these financial statements in an annual financial report prepared under the structured

digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the

Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those requirements.

Gary Shaw (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Manchester

3 December 2025

Independent auditors’ report

to the members of AJBell plc

AJBell plc Annual Report and Accounts 2025

124

Consolidated income statement

for the year ended 30 September 2025

		2025	2024
	Notes	£000	£000
Revenue	5	317,847	269,435
Administrative expenses		(185 ,890)	(162 ,1 57)
Operating profit	6	131 , 957	1 0 7, 2 7 8
Investment income	8	6,80 0	6, 909
Finance costs	9	(931)	(9 04)
Profit before tax		137 ,826	11 3, 28 3
Tax expense	10	(3 2 ,705)	(28,98 8)
Profit for the financial year attributable to:
Equity holders of the parent company		10 5,121	84, 295
Earnings per share
Basic (pence)	12	2 5.6 8	20.4 6
Diluted (pence)	12	25.56	2 0.3 4

All revenue, profit and earnings are in respect of continuing operations.

There were no other components of recognised income or expense in either period and, consequently, no statement of other comprehensive income has been presented.

The notes on pages 129 to 152 form an integral part of these financial statements.

Annual Report and Accounts 2025 AJBell plc

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125

Other information

Governance Financial statements

Consolidated statement of financial position

as at 30 September 2025

		2025	2024
	Notes	£000	£000
Assets
Non-current assets
Goodwill	13	6, 991	6,9 91
Other intangible assets	14	7, 9 9 4	7, 5 4 0
Property, plant and equipment	15	3,722	3, 777
Right-of-use assets	16	10, 557	11 ,762
Deferred tax asset	18	5,45 0	1,5 46
		3 4 ,714	31 ,616
Current assets
Trade and other receivables	19	68,45 0	5 9,5 4 5
Current tax receivable		10,09 0	1 ,069
Cash and cash equivalents	20	18 8,192	1 9 6, 651
		2 66 ,732	257 ,265
Assets held for sale	29	1 ,63 4	–
Total assets		303 ,080	28 8,881
Liabilities
Current liabilities
Trade and other payables	21	(6 4,5 21)	(61,921)
Lease liabilities	16	(2 , 216)	(1,453)
Provisions	22	(6 ,41 0)	(7,421)
		(73,147)	(70, 795)
Non-current liabilities
Lease liabilities	16	(9,8 4 2)	(11,724)
Provisions	22	(2 ,639)	(2,372)
		(12,4 81)	(14, 0 9 6)
Total liabilities		(85,628)	(8 4,8 91)
Net assets		2 1 7, 4 5 2	2 03,9 9 0

		2025	2024
	Notes	£000	£000
Equity
Share capital	23	50	52
Share premium		9, 13 8	8,9 63
Own shares	23	(926)	(2 ,049)
Retained earnings		2 0 9,1 9 0	1 9 7, 0 2 4
Total equity		2 1 7, 4 5 2	2 03,9 9 0

The financial statements were approved by the Board of Directors and authorised for issue on

3 December 2025 and signed on its behalf by:

Peter Birch

Chief Financial Officer

AJ Bell plc

Company registered number: 04503206

The notes on pages 129 to 152 form an integral part of these financial statements.

AJBell plc Annual Report and Accounts 2025

126

Consolidated statement of changes in equity

for the year ended 30 September 2025

	Share	Share	Retained	Own	Total
	capital	premium	earnings	shares	equity
	£000	£000	£000	£000	£000
Balance at 1 October 2024	52	8,9 63	1 9 7, 0 2 4	(2 ,04 9)	203,99 0
Total comprehensive income for the year:
Profit for the year	–	–	105,121	–	105,121
Transactions with owners, recorded directly in equity:
Issue of shares (note 23)	–	175	–	–	17 5
Dividends paid (note 11)	–	–	(52 ,2 88)	–	(52 ,28 8)
Equity settled share-based payment transactions (note 24)	–	–	4 , 174	–	4 , 1 74
Deferred tax effect of share-based payment transactions (note 18)	–	–	71 4	–	714
Tax relief on exercise of share options (note 10)	–	–	17 8	–	178
Share transfer to employees (note 23)	–	–	(1 ,1 23)	1 ,123	–
Share buyback (note 23)	(2)	–	(4 4 ,610)	–	(4 4 ,612)
Total transactions with owners	(2)	17 5	(92,9 55)	1,123	(91 ,659)
Balance at 30 September 2025	50	9, 13 8	2 0 9,1 90	(926)	2 1 7, 4 5 2
	Share	Share	Retained	Own	Total
	capital	premium	earnings	shares	equity
	£000	£000	£000	£000	£000
Balance at 1 October 2023	52	8,9 63	1 59, 39 9	(2,377)	16 6 ,0 3 7
Total comprehensive income for the year:
Profit for the year	–	–	84,295	–	84,295
Transactions with owners, recorded directly in equity:
Issue of shares	–	–	–	–	–
Dividends paid (note 11)	–	–	(4 7, 4 1 6)	–	(4 7, 4 1 6 )
Equity settled share-based payment transactions (note 24)	–	–	5 67	–	567
Deferred tax effect of share-based payment transactions (note 18)	–	–	49 8	–	498
Tax relief on exercise of share options (note 10)	–	–	9	–	9
Share transfer relating to EIP (note 23)	–	–	(328)	328	–
Total transactions with owners	–	–	(4 6,67 0)	328	(46,342)
Balance at 30 September 2024	52	8 ,96 3	1 9 7, 0 2 4	(2 ,0 49)	20 3,9 90

The notes on pages 129 to 152 form an integral part of these financial statements.

Annual Report and Accounts 2025 AJBell plc

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127

Other information

Governance Financial statements

Consolidated statement of cash flows

for the year ended 30 September 2025

		2025	2024
	Notes	£000	£000
Cash flows from operating activities
Profit for the financial year		105,121	8 4,295
Adjustments for:
Investment income	8	(6,80 0)	(6 ,909)
Finance costs	9	931	904
Income tax expense	10	3 2,7 05	28 ,98 8
Depreciation, amortisation and impairment	6	4,080	3,432
Share-based payment expense	24	4 ,100	1,502
(Decrease) / increase in provisions	22	(1 ,011)	6,0 61
Loss on disposal of intangible assets, property, plant and equipment and right-of-use assets		37	340
Increase in trade and other receivables	19, 29	(10,539)	(1 ,0 4 4)
Increase in trade and other payables	21	2,6 00	9,4 8 4
Cash generated from operating activities		131,224	127,053
Income tax paid		(4 4 ,73 9)	(3 0,76 3)
Net cash flows from operating activities		86,4 85	96,2 90
Cash flows from investing activities
Purchase of other intangible assets	14	(1 ,19 6)	(1, 473)
Purchase of property, plant and equipment	15	(1 , 24 0)	(1 ,476)
Interest received	8	6,800	6, 909
Net cash flows generated from investing activities		4,36 4	3,9 6 0
Cash flows from financing activities
Payments of principal in relation to lease liabilities	16	(1,65 4)	(1, 58 3)
Payment of interest on lease liabilities	16	(931)	(9 0 4)
Proceeds from issue of share capital	23	175	–
Payments for share buyback	23	(4 4 ,610)	–
Dividends paid	11	(52 ,2 88)	( 4 7, 4 1 6)
Net cash flows used in financing activities		(99 ,308)	(4 9,9 0 3)
Net (decrease) / increase in cash and cash equivalents		(8,459)	5 0, 347
Cash and cash equivalents at beginning of year	20	1 9 6,6 51	14 6 ,3 0 4
Total cash and cash equivalents at end of year	20	18 8,192	1 9 6 ,6 51

The notes on pages 129 to 152 form an integral part of these financial statements.

AJBell plc Annual Report and Accounts 2025

128

Notes to the consolidated financial statements

for the year ended 30 September 2025

1 General information

AJ Bell plc (the ‘Company’) is the Parent Company of the AJ Bell group of companies (together the

‘Group’). The Group provides investment administration, dealing and custody services. The nature

of the Group’s operations and its principal activities are set out in the Strategic report and the

Directors’ report.

The Company is a public limited company which is listed on the Main Market of the London

Stock Exchange and incorporated and domiciled in the United Kingdom. The Company’s number

is 04503206 and the registered office is 4 Exchange Quay, Salford Quays, Manchester, M5 3EE.

A list of investments in subsidiaries, including the name, country of incorporation, registered office,

and proportion of ownership is given in note 6 of the Company’s separate financial statements.

The consolidated financial statements were approved by the Board on 3 December 2025.

2 Material accounting policies

Basis of accounting

The consolidated financial statements of AJ Bell plc have been prepared in accordance with

UK-adopted international accounting standards and the requirements of the Companies Act 2006

as applicable to companies reporting under those standards.

The financial statements are prepared on the historical cost basis and prepared on a going concern

basis. They are presented in sterling, which is the currency of the primary economic environment in

which the Group operates, rounded to the nearest thousand.

The accounting policies have been applied consistently to all periods presented in these financial

statements and by all Group entities, unless otherwise stated.

Changes to International Reporting Standards

Interpretations and standards which became effective during the year

The following amendments and interpretations became effective for accounting periods starting

on or after 1 January 2024. Their adoption has not had any significant impact on the Group.

		Effective from
IAS 1	Non-current Liabilities with Covenants (Amendments)	1 January 2024
IAS 1	Classification of Liabilities as Current or Non-current	1 January 2024
	(Amendments)
IAS 7 / IFRS 7	Supplier Finance Arrangements (Amendments)	1 January 2024
IFRS 16	Lease Liability in a Sale and Leaseback (Amendments)	1 January 2024

Interpretations and standards in issue but not yet effective

The Group has not early adopted any other standard, interpretation or amendment that has been

issued but is not yet effective.

IFRS 18 Presentation and Disclosures in Financial Statements was issued in April 2024 and is effective

from periods beginning on or after 1 January 2027. Early application is permitted and comparatives

will require restatement.

The standard will replace IAS 1 Presentation of Financial Statements and although it will not change

how items are recognised and measured, the standard brings a focus on the income statement and

reporting of financial performance. Income and expenses are classified into three new defined

categories, ‘operating’, ‘investing’ and ‘financing’, and two new subtotals, ‘operating profit and loss’

and ‘profit or loss before financing and income tax’. The standard introduces new disclosures of

management defined performance measures and enhanced general requirements on aggregation

and disaggregation.

The impact of the standard on the Group is currently being assessed and it is not yet practicable

to quantify the effect of IFRS 18 on these consolidated financial statements, however there is no

impact on presentation for the Group in the current year given the effective date. The standard

is applicable to the Group from FY28.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and

entities controlled by the Company (its subsidiaries) made up to 30 September each year. The Group

controls an entity when it is exposed to, or it has rights to variable returns from its involvement with

the entity and has the ability to affect those returns through its power over the entity. The Group

reassesses whether it controls an entity if facts and circumstances indicate there are changes to one

or more elements of control. The results of a subsidiary undertaking are included in the consolidated

financial statements from the date the control commences until the date that control ceases.

The acquisition method of accounting is used to account for the acquisition of subsidiaries.

Acquisition-related costs are expensed as incurred in the income statement, except if related to the

issue of debt or equity securities. Identifiable assets acquired and liabilities and contingent liabilities

assumed in the business combination are measured initially at their fair values at the acquisition

date. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable

net assets acquired is recorded as goodwill. If this is less than the fair value of the Group’s share of

the identifiable net assets of the subsidiary acquired, the difference is taken immediately to the

income statement.

All intercompany transactions, balances, income, and expenses are eliminated on consolidation.

Annual Report and Accounts 2025 AJBell plc

Strategic report

129

Other information

Governance Financial statements

Notes to the consolidated financial statements

for the year ended 30 September 2025

2 Material accounting policies continued

2.1 Going concern

The Group’s business activities, together with its financial position and the factors likely to affect

its future development and performance are set out in the Strategic report on pages 1 to 68 and

the Directors’ report on pages 113 to 116. Note 25 includes the Group’s policies and processes for

managing exposure to credit and liquidity risk.

The Group’s forecasts and objectives, considering a number of potential changes in trading

conditions, show that the Group should be able to operate at adequate levels of both liquidity and

capital for at least 12 months from the date of signing this report. The Directors have performed a

number of stress tests, covering a significant reduction in equity market values, a fall in the Bank of

England base interest rate leading to a lower interest rate retained on customer cash balances, and a

further Group-specific idiosyncratic stress relating to a scenario whereby prolonged IT issues cause

a reduction in customers. Further detail of the forecasts and stress test scenarios are set out in the

Viability statement on page 68. These scenarios provide assurance that the Group has sufficient

capital and liquidity to operate under stressed conditions.

Consequently, after making reasonable enquiries, the Directors are satisfied that the Group has

sufficient financial resources to continue in business for at least 12 months from the date of signing

the report and therefore have continued to adopt the going concern basis in preparing the financial

statements.

2.2 Segmental reporting

The Group determines and presents operating segments based on the information that is provided

internally to the Board, which is the Group’s Chief Operating Decision Maker (CODM). In assessing

the Group’s operating segments, the Directors have considered the nature of the services provided,

product offerings, customer bases, operating model and distribution channels amongst other

factors. The Directors concluded there is a single segment as it operates with a single operating

model; operations, support and technology costs are managed and reported centrally to the

CODM. A description of the services provided is given within note 4.

2.3 Revenue recognition

Revenue represents fees receivable from investment administration and dealing and custody

services for both client assets and client money. Revenue is measured based on the transaction

price determined in a contract with a customer. The Group recognises revenue when it transfers

control over a good or service to a customer.

Recurring fixed

Recurring fixed revenue comprises recurring administration fees and media revenue.

Administration fees include fees charged to customers in relation to the administration services

provided by the Group. The fees are charged in arrears on a quarterly basis and are based on a

tiered pricing structure. They are recognised over time as the related service is provided.

Included within these fees are annual pension administration fees, where revenue is recognised

over time using an input method to measure progress towards satisfaction of a single performance

obligation.

Media revenue includes advertising, subscriptions, events and award ceremonies. Subscriptions

revenue is recognised evenly over the period in which the related service is provided. Advertising,

event and award ceremony revenue is recognised in the period in which the publication is made

available to customers or the event or award ceremony takes place.

Recurring ad valorem

Recurring ad valorem revenue comprises custody fees, investment management fees and retained

interest income.

Custody fees represent periodic fee income that is charged with reference to the market value

of retail customer assets, based on asset mix and portfolio size. They are charged in arrears on

a periodic basis and recognised over time as custody services, specifically the holding and

safeguarding of client assets, are provided to the client.

Investment management fees represent periodic fee income relative to the value of client assets

within managed portfolios. They are charged in arrears on a periodic basis and recognised over

time as investment management services are provided to the client.

Retained interest income relates to interest generated over time based on the level of customer

cash balances. Revenue is recognised evenly across the period in which it is generated.

Transactional

Transactional revenue comprises dealing fees, foreign exchange fees and pension scheme activity

fees. Transaction-based fees are recognised when received in accordance with the date of settlement

of the underlying transaction – specifically when the instruction has been executed in accordance

with the client instructions.

Revenue is only recognised to the extent that management is satisfied that it is highly probable that

no significant reversal of the revenue recognised will be required when uncertainties are resolved.

Other non-recurring fees are recognised in the period to which the service is rendered.

Customer incentives

Customer incentives paid to new retail customers are considered to be a reduction in revenue under

IFRS 15 Revenue from Contracts with Customers. In line with IFRS 15, customer incentives to acquire

new customers are offset against recurring ad valorem revenue and spread over the period which

the customer is required to remain a customer in order to be eligible for the incentive. Customer

incentives are paid in cash and vouchers.

AJBell plc Annual Report and Accounts 2025

130

Notes to the consolidated financial statements

for the year ended 30 September 2025

2 Material accounting policies continued

2.4 Share-based payments

The Group operates a number of share-based payment arrangements for its employees and

non-employees. These generally involve an award of share options (equity-settled share-based

payments) which are measured at the fair value of the equity instrument at the date of grant.

The share-based payment arrangements have conditions attached before the beneficiary becomes

entitled to the award. These can be performance and / or service conditions.

The total cost is recognised, together with a corresponding increase in the equity reserves, over

the period in which the performance and / or service conditions are fulfilled. Costs relating to the

development of internally-generated intangible assets are capitalised in accordance with IAS 38.

The cumulative cost recognised for equity-settled transactions at each reporting date until the

vesting date reflects the extent to which the vesting period has expired and management’s estimate

of shares that will eventually vest. At the end of each reporting period, the entity revises its estimates

of the number of share options expected to vest based on the non-market vesting conditions.

It recognises any revision to original estimates in the income statement and to intangible assets

where appropriate, with a corresponding adjustment to equity reserves.

No cost is recognised for awards that do not ultimately vest, except for equity-settled transactions

for which vesting is conditional upon a market or non-vesting condition. These are treated as vested

irrespective of whether or not the market or non-vesting condition is satisfied, provided that all

other performance and / or service conditions are satisfied.

The cost of equity-settled awards is determined by the fair value at the date when the grant is

made using an appropriate valuation model or the market value discounted to its net present value,

further details of which are given in note 24. The expected life applied in the model has been

adjusted based on management’s best estimate for the effects of non-transferability, exercise

restrictions and behavioural considerations.

2.5 Investment income

Investment income comprises the returns generated on corporate cash at banks and short-term

highly-liquid investments. Investment income is recognised in the income statement as it accrues,

using the effective interest rate method.

2.6 Finance costs

Finance costs comprise interest incurred on lease liabilities recognised under IFRS 16 Leases.

Finance costs are recognised in the income statement using the effective interest rate method.

2.7 Taxation

The tax expense represents the sum of the current tax payable and deferred tax. Tax is recognised

in the income statement except to the extent that it relates to items recognised directly in equity,

in which case it is recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year and

any adjustment to tax payable or receivable in respect of previous years, using tax rates enacted or

substantively enacted at the reporting date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred

tax is not recognised if the temporary difference arises from:

• the initial recognition of goodwill; or

• investments in subsidiaries to the extent that the Group is able to control the timing of the reversal

of the temporary differences and it is probable they will not reverse in the foreseeable future; or

• the initial recognition of an asset and liability in a transaction other than a business combination

that, at the time of the transaction, affects neither the accounting nor taxable profit or loss and

does not give rise to equal taxable and deductible temporary differences.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary

differences to the extent that it is probable that taxable profits will be available in the future, against

which deductible temporary differences can be utilised. Recognised and unrecognised deferred tax

assets are reassessed at each reporting date.

The principal temporary differences arise from accelerated capital allowances and provisions for

share-based payments.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences

when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred

tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets

against current tax liabilities and when they relate to income taxes levied by the same taxation

authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Annual Report and Accounts 2025 AJBell plc

Strategic report

131

Other information

Governance Financial statements

Notes to the consolidated financial statements

for the year ended 30 September 2025

2 Material accounting policies continued

2.8 Goodwill

Goodwill arising on consolidation represents the difference between the consideration transferred

and the fair value of net assets acquired of the subsidiary at the date of acquisition. Goodwill is not

amortised, but is reviewed at least annually for impairment. Any impairment is recognised

immediately through the income statement and is not subsequently reversed.

For the purposes of impairment testing, goodwill acquired in a business combination is allocated

to the cash generating unit (CGU) expecting to benefit from the synergies of the combination.

CGUs to which goodwill has been allocated are reviewed annually or more frequently when there

is an indication that the goodwill relating to that CGU may have been impaired. If the recoverable

amount from the CGU is less than the carrying amount of the assets present on the consolidated

statement of financial position forming that CGU, the impairment loss is allocated first to reduce

the carrying amount of any goodwill allocated to the assets forming that CGU and then to the

assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination

of the profit or loss on disposal.

2.9 Intangible assets (excluding goodwill)

Intangible assets comprise computer software and mobile applications, and the Group’s Key

Operating Systems (KOS). These are stated at cost less amortisation and any recognised impairment

loss. Amortisation is charged on all intangible assets excluding goodwill and assets under

construction at rates to write off the cost or valuation, less estimated residual value, of each asset

evenly using a straight-line method over its estimated useful economic life as follows:

Computer software and mobile applications – 3-4 years

KOS – 10-15 years

KOS enhancements – Over the remaining life of the KOS

The assets’ estimated useful lives, amortisation rates and residual values are reviewed, and adjusted

if appropriate at the end of each reporting period. An asset’s carrying value is written down

immediately to its recoverable amount if its carrying value is greater than the recoverable amount.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference

between the sales proceeds and the carrying amount of the asset and is recognised in the income

statement immediately.

2.10 Internally-generated intangible assets

An internally-generated asset arising from work performed by the Group is recognised only when

the following criteria can be demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development

and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its

development.

The amount initially recognised for internally-generated intangible assets is the sum of expenditure

incurred from the date when the asset first meets the recognition criteria listed above. Development

expenditure that does not meet the criteria is recognised as an expense in the period which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less

accumulated amortisation and accumulated impairment losses, on the same basis as intangible

assets that are acquired separately. Assets under construction are not amortised until the asset is

operational and available for use.

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

2.11 Property, plant and equipment

All property, plant and equipment is stated at cost, which includes directly-attributable acquisition

costs, less accumulated depreciation and any recognised impairment losses. Depreciation is charged

on all property, plant and equipment, except assets under construction, at rates to write off the cost,

less estimated residual value, of each asset evenly using a straight-line method over its estimated

useful economic life as follows:

Leasehold improvements – Over the life of the lease

Office equipment – 4 years

Computer equipment – 3-5 years

The assets’ estimated useful lives, depreciation rates and residual values are reviewed, and adjusted

if appropriate at the end of each reporting period. An asset’s carrying value is written down

immediately to its recoverable amount if its carrying value is greater than the recoverable amount.

Assets under construction relate to capital expenditure on assets not yet in use by the Group and

are therefore not depreciated.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference

between the sales proceeds and the carrying amount of the asset and is recognised in the income

statement immediately.

AJBell plc Annual Report and Accounts 2025

132

Notes to the consolidated financial statements

for the year ended 30 September 2025

2 Material accounting policies continued

2.12 Leased assets and lease liabilities

Leases

(i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the leases. Right-of-use

assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted

for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of

lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the

commencement date less any lease incentives received.

Depreciation is applied in accordance with IAS 16 Property, Plant and Equipment. Right-of-use

assets are depreciated over the lease term.

Right-of-use assets are subject to impairment.

(ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the

present value of lease payments to be made over the lease term. The lease payments include fixed

payments less any lease incentives receivable.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate

at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

After the commencement date, the amount of lease liabilities is increased to reflect the addition of

interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities

is re-measured if there is a modification, a change in the lease term, a change in the fixed lease

payments or a change in the assessment to purchase the underlying asset.

2.13 Impairment of intangible assets (excluding goodwill), property, plant and

equipment and leased assets

At each reporting date the Group reviews the carrying amount of its intangible assets, property,

plant and equipment and leased assets to determine whether there is any indication that those

assets have suffered impairment. If such an indication exists then the recoverable amount of that

particular asset is estimated.

An impairment test is performed for an individual asset unless it belongs to a CGU, in which case

the present value of the net future cash flows generated by the CGU is tested. A CGU is the smallest

group of assets that generates cash inflows from continuing use that are largely independent of the

cash inflows of other assets or of groups of other assets. An intangible asset with an indefinite useful

life or an intangible asset not yet available for use is tested for impairment annually and whenever

there is an indication that the asset may be impaired.

The recoverable amount is the higher of its fair value less costs to sell and its value-in-use. In assessing

its value-in-use, the estimated net future pre-tax cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market assessments of the time value of money and

the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU in which the asset sits is estimated to be lower than

the carrying value, then the carrying amount is reduced to the recoverable amount. An impairment

loss is recognised immediately in the income statement as an expense.

An impairment loss is reversed only if subsequent events reverse the effect of the original event

which caused the recognition of the impairment. An impairment loss is reversed only to the extent

that the asset’s carrying amount does not exceed the carrying amount that would have been

determined, net of depreciation or amortisation, if no impairment loss had been recognised.

An impairment reversal is recognised in the income statement immediately.

2.14 Provisions

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

of a past event, it is probable that the Group will be required to settle that obligation and the obligation

can be reliably estimated.

The amount recognised as a provision is the Directors’ best estimate of the consideration required

to settle that obligation at the reporting date, and is discounted to present value where the effect

is material.

2.15 Levies

The Group applies the guidance provided in IFRIC 21 to levies issued under the Financial Services

Compensation Scheme. The interpretation clarifies that an entity should recognise a liability when

it conducts the activity that triggers the payment of the levy under law or regulation.

Annual Report and Accounts 2025 AJBell plc

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133

Other information

Governance Financial statements

Notes to the consolidated financial statements

for the year ended 30 September 2025

2 Material accounting policies continued

2.16 Financial instruments

Financial assets and liabilities are recognised in the statement of financial position when a member

of the Group becomes party to the contractual provisions of the instrument.

Financial assets

Financial assets are classified according to the business model within which the asset is held and the

contractual cash-flow characteristics of the asset. All financial assets are classified at amortised cost.

Financial assets at amortised cost

The Group’s financial assets at amortised cost comprise trade receivables, other receivables and

cash and cash equivalents.

Financial assets at amortised cost are initially recognised at fair value including any directly-

attributable costs. They are subsequently measured at amortised cost using the effective interest

method, less any impairment. No interest income is recognised on financial assets measured at

amortised cost, with the exception of cash and cash equivalents, as all financial assets at amortised

cost are short-term receivables and the recognition of interest would be immaterial. Financial assets

are derecognised when the contractual right to the cash flows from the asset expire.

Trade and other receivables

Trade and other receivables are initially recorded at the fair value of the amount receivable and

subsequently measured at amortised cost using the effective interest method, less any provision for

impairment. Other receivables relate to balances with stock exchange member firms, other counter

parties and unsettled client receivables.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, on-demand deposits with banks and other

short-term highly-liquid investments with original maturities of one month or less, or those over

which the Group has an immediate right of recall. Where appropriate, bank overdrafts are shown

within borrowings in current liabilities in the consolidated statement of financial position.

Impairment of financial assets

The Group applies the IFRS 9 Financial Instruments simplified approach to measuring expected

credit losses which uses a lifetime expected loss allowance for all trade receivables and contract

assets. To measure the expected credit losses, trade receivables have been grouped based on

shared credit risk characteristics and number of days past due. The Group considers a trade

receivable to be in default when it is past due by more than 90 days, or when the value of a

client’s receivable balance exceeds the value of the liquid assets they hold with AJ Bell.

The expected loss rates are based on the payment profiles of sales over a period of 12 months before

30 September 2025 and the corresponding historical credit losses experienced within this period.

The carrying amount of the financial assets is reduced by the use of a provision. When a trade

receivable is considered uncollectable, it is written off against the provision. Changes in the carrying

amount of the provision are recognised in the income statement.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements

entered into.

Lease liabilities

Lease liabilities consist of amounts payable by the Group measured at the present value of lease

payments to be made over the lease term.

Other financial liabilities

The Group’s other financial liabilities comprise trade and other payables. Other financial liabilities

are initially measured at fair value, net of transaction costs. They are subsequently carried at

amortised cost using the effective interest rate method. A financial liability is derecognised when,

and only when, the Group’s obligations are discharged, cancelled or they expire.

Trade and other payables

Trade and other payables consist of amounts payable to clients and other counterparties and

obligations to pay suppliers for goods and services in the ordinary course of business, including

amounts recognised as accruals. Trade and other payables are measured at amortised cost using

the effective interest method.

2.17 Employee benefit trusts

The employee benefit trusts provide for the granting of shares, principally under share option

schemes. AJ Bell plc is considered to have control of the trusts, and consolidates the assets and

liabilities of the trusts into the Group.

Shares of AJ Bell plc held by the trusts are treated as ‘own shares’ held and shown as a deduction

from equity. Subsequent consideration received for the sale of such shares is also recognised in

equity, with any difference between the sales proceeds and original cost being taken to equity.

AJBell plc Annual Report and Accounts 2025

134

Notes to the consolidated financial statements

for the year ended 30 September 2025

2 Material accounting policies continued

2.18 Assets held for sale

The Company classifies assets as held for sale if their carrying amounts will be recovered principally

through a sale transaction rather than through continuing use. Assets classified as held for sale are

measured at the lower of their carrying amount and fair value.

The criteria for the held for sale classification is regarded as met only when the sale is highly probable,

and the asset is available for immediate sale in its present condition. Actions required to complete

the sale should indicate that it is unlikely that significant changes to the sale will be made or that the

decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and

the sale expected to be completed within one year from the date of classification.

Assets classified as held for sale are presented separately as current assets in the statement of

financial position.

3 Critical accounting adjustments and key sources of estimation

uncertainty

In the application of the Group’s material accounting policies, which are described in note 2, the

Directors are required to make judgements, estimates and assumptions to determine the carrying

amounts of certain assets and liabilities. The estimates and associated assumptions are based on

the Group’s historical experience and other relevant factors. Actual results may differ from the

estimates applied.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only

that period, or in the period of the revision and future periods if the revision affects both current

and future periods.

There are no judgements made, in applying the material accounting policies, about the future, or

any other major sources of estimation uncertainty at the end of the reporting period, that have a

significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities

within the next financial year.

4 Segmental reporting

It is the view of the Directors that the Group has a single operating segment being investment

services in the advised and D2C space administering investments in SIPPs, ISAs and General

Investment / Dealing accounts. Details of the Group’s revenue, results and assets and liabilities for

the reportable segment are shown within the consolidated income statement and consolidated

statement of financial position on pages 125 and 126 respectively.

The Group operates in one geographical segment, being the UK.

Due to the nature of its activities, the Group is not reliant on any one customer or group of customers

for generation of revenues.

5 Revenue

The analysis of the consolidated revenue is as follows:

	2025	2024
	£000	£000
Recurring fixed	32,496	32,078
Recurring ad valorem	232,384	202,040
Transactional	52,967	35,317
	317,847	269,435

Recurring ad valorem fees include custody fees. These recurring charges are derived from the

market value of retail customer assets, based on asset mix and portfolio size, and are therefore

subject to market and economic risks. The rate charged is variable dependent on the product,

portfolio size and asset mix within the portfolio. The risks associated with this revenue stream,

in terms of its nature and uncertainty, are discussed further within note 25 on page 149.

Recurring ad valorem fees also include retained interest income earned on the level of customer

cash balances, which are based on product type, customers’ asset mix and portfolio size and are

therefore subject to market and economic risks. The risks associated with this revenue stream,

in terms of its nature and uncertainty, are discussed further within note 25 on page 149.

The total revenue for the Group has been derived from its principal activities undertaken in the

United Kingdom.

Annual Report and Accounts 2025 AJBell plc

Strategic report

135

Other information

Governance Financial statements

Notes to the consolidated financial statements

for the year ended 30 September 2025

6 Operating profit

Profit for the financial year has been arrived at after charging:

	2025	2024
	£000	£000
Amortisation of intangible assets (note 14)	816	430
Depreciation of property, plant and equipment (note 15)	1,258	1,170
Depreciation of right-of-use assets (note 16)	2,006	1,832
Loss on the disposal of property, plant and equipment, and right-of-use
assets	37	340
Auditors’ remuneration (see below)	1,324	1,101
Provisions for redress (note 22)	-	6,239
Exceptional costs	1,141	-
Staff costs (note 7)	96,203	80,340

During the year there was £2,068,000 in relation to research and development expensed to the

income statement (2024: £nil).

Exceptional costs relate to the transaction costs associated with the disposal of the Platinum SIPP

and SASS business.

Auditors’ remuneration

The analysis of auditors’ remuneration is as follows:

	2025	2024
	£000	£000
Fees payable to the Company’s auditor for the audit of the Company’s
annual accounts	409	345
Fees payable to the Company’s auditor for the audit of the Company’s
subsidiaries’ accounts, pursuant to legislation	510	494
Audit-related assurance services	391	199
Other assurance services	14	63
Total 1	1,324	1,101

1 £45,000 relates to the audit for the year ended 2024 but was charged and recognised in 2025 (2024: £90,000 relates to the

audit for the year ended 2023).

Of the above, audit-related services for the year totalled £1,310,000 (2024: £1,072,000).

7 Staff costs

The average monthly number of employees (including Executive Directors) of the Group was:

	2025	2024
	No.	No.
Operational and support	947	928
Technology	367	330
Distribution	191	163
	1,50 5	1,421

Employee benefit expense for the Group during the year:

		2024
	2025	(re-presented) 1
	£000	£000
Wages and salaries	77, 275	66,916
Social security costs	9,622	7, 50 5
Retirement benefit costs	4,538	3,675
Termination benefits	668	742
Share-based payments (note 24)	4,100	1,502
	96,203	80,340

1 The comparative information has been re-presented for the reclassification of employee pension contributions to accurately

reflect the categorisation of staff costs; this resulted in an increase to wages and salaries and a reduction in retirement benefit

costs of £4,752,00. Total costs were not impacted.

In addition to the above, £1,196,000 staff costs (2024: £1,472,000) have been capitalised as an

internally-generated intangible asset (see note 14).

8 Investment income

	2025	2024
	£000	£000
Interest income on cash balances	6,800	6,909

9 Finance costs

	2025	2024
	£000	£000
Interest on lease liabilities	931	904

AJBell plc Annual Report and Accounts 2025

136

Notes to the consolidated financial statements

for the year ended 30 September 2025

10 Taxation

Tax charged in the income statement:

	2025	2024
	£000	£000
Current taxation
UK Corporation Tax	35,997	29,564
Adjustment to current tax in respect of prior periods	(102)	(12)
	35,895	29,552
Deferred taxation
Origination and reversal of temporary differences	(3,293)	(537)
Adjustment to deferred tax in respect of prior periods	103	(27)
	(3,190)	(564)
Total tax expense	32,705	28,988

Corporation Tax is calculated at 25% of the estimated assessable profit for the year to 30 September

2025 (2024: 25%).

In addition to the amount charged to the income statement, certain tax amounts have been

credited directly to equity as follows:

	2025	2024
	£000	£000
Deferred tax relating to share-based payments (note 18)	(714)	(498)
Current tax relief on exercise of share options	(178)	(9)
	(892)	(507)

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

	2025	2024
	£000	£000
Profit before tax	137,826	113,283
UK Corporation Tax at 25% (2024: 25%)	34,457	28,321
Effects of:
Expenses not deductible for tax purposes	403	363
Income not taxable in determining taxable profit	–	(461)
Amounts not recognised	3	804
Pre-trading expenditure recognised as a deferred tax asset	(2,159)	–
Adjustments to current and deferred tax in respect of prior periods	1	(39)
	32,705	28,988
Effective tax rate	23.7%	25.6%

A deferred tax asset of £3,000,001 has been recognised for the first time in the year (note 18), of

which £2,159,000 is related to pre-trading losses incurred up to and including 30 September 2024.

Deferred tax has been recognised at 25%, being the rate expected to be in force at the time of the

reversal of the temporary difference (2024: 25%). A deferred tax asset in respect of future share

option deductions has been recognised based on the Company’s share price at 30 September 2025.

Annual Report and Accounts 2025 AJBell plc

Strategic report

137

Other information

Governance Financial statements

Notes to the consolidated financial statements

for the year ended 30 September 2025

11 Dividends

	2025	2024
	£000	£000
Amounts recognised as distributions to equity holders during the year:
Final dividend for the year ended 30 September 2024 of 8.25p per share
(2023: 7.25p per share)	34,019	29,891
Interim dividend for the year ended 30 September 2025 of 4.50p per
share (2024: 4.25p per share)	18,269	17, 525
Total dividends paid	52,288	47,416
Proposed final dividend for the year ended 30 September 2025 of 9.75p per share (2024: 8. 25p per share)	39, 3 4 8	3 4,019

A final dividend declared of 9.75p per share is payable on 13 February 2026 to shareholders on

the register on 16 January 2026. The ex-dividend date will be 15 January 2026. The final dividend

is subject to approval by the shareholders at the Annual General Meeting on 4 February 2026 and

has not been included as a liability within these financial statements.

Dividends are payable on all ordinary shares as disclosed in note 23.

The employee benefit trusts, which held 292,278 ordinary shares (2024: 689,728) in AJ Bell plc

at 30 September 2025, have agreed to waive all dividends. This represented 0.1% (2024: 0.2%) of

the Company’s called-up share capital. The maximum amount of shares held by the trusts during

the year was 689,728.

12 Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of the Parent

Company by the weighted average number of ordinary shares, excluding own shares, in issue during

the year.

Diluted earnings per share is calculated by adjusting the weighted average number of shares to assume

exercise of all potentially dilutive share options.

The weighted average number of anti-dilutive share options and awards excluded from the

calculation of diluted earnings per share was nil as at 30 September 2025 (2024: 219,558).

The calculation of basic and diluted earnings per share is based on the following data:

	2025	2024
	£000	£000
Earnings
Earnings for the purposes of basic and diluted earnings per share
being profit attributable to the owners of the Parent Company	105,121	84,295

	2025	2024
	No.	No.
Number of shares
Weighted average number of ordinary shares for the purposes of basic EPS in issue during the year	409,332,625	412,040,137
Effect of potentially dilutive share options	1,941,713	2,313,011
Weighted average number of ordinary shares for the purposes of fully
diluted EPS	411,274,338	414,353,148

	2025	2024
Earnings per share (EPS)
Basic (pence)	25.68	20.46
Diluted (pence)	25.56	20.34

AJBell plc Annual Report and Accounts 2025

138

13 Goodwill

	2025	2024
	£000	£000
Cost
As at 1 October and 30 September	7,103	7,1	0 3
Impairment
As at 1 October and 30 September	(112)		(112)
Carrying value at 30 September	6,991		6,991

Goodwill relates to acquisitions allocated to the Group’s single cash generating unit (CGU).

The Group tests goodwill annually for impairment or more frequently if there are indications that

goodwill might be impaired.

The recoverable amount of the assets within the CGU is determined using value-in-use calculations.

In assessing the value-in-use the estimated future cash flows of the CGU are discounted to their

present value using a pre-tax discount rate. Cash flows are based upon the most recent forecasts,

approved by the Board, covering a three-year period.

The key assumptions for value-in-use calculations are those regarding discount rate, growth rates

and expected changes to revenues and costs in the period, as follows:

• a compound rate of 10.9% (2024: 6.4%) has been used to assess the expected growth in revenue

for the three-year forecast period. This is based on a combination of historical and expected

future performance;

• benefits realised from our economies of scale are passed onto customers in the form of price

reductions; and

• modest ongoing maintenance expenditure is required on the assets within the CGU in order

to generate the expected level of cash flows.

The Directors have made these assumptions based upon past experience and future expectations

in the light of anticipated market conditions and the results of streamlining processes through

implementation of the target operating model for customer services.

Cash flows have been discounted using a pre-tax discount rate of 11.7% (2024: 11.4%).

The pre-tax discount rate has been calculated using an independent external source. The Directors

have performed sensitivity analysis on their calculations, with key assumptions being revised adversely

to reflect the potential for future performance being below expected levels. Changes to revenue are

the most sensitive as they would have the greatest impact on future cash flows. However, even with

a 25% reduction in revenue, there would still be sufficient headroom to support the carrying value

of the assets under the CGU.

Based upon the review above the estimated value-in-use of the CGU comfortably supports the

carrying value of the assets held within it, and so the Directors are satisfied that for the year ended

30 September 2025 goodwill is not impaired.

14 Other intangible assets

		Computer
		software and
	Key operating	mobile
	system	applications	Total
	£000	£000	£000
Cost
At 1 October 2023	15,136	7,0 07	22,143
Additions	537	1	538
Disposals	–	(238)	(238)
At 30 September 2024	15,673	6,770	22,443
Additions	1,270	–	1,270
Transfers	(2,928)	2,928	–
At 30 September 2025	14,015	9,698	23,713
Amortisation
As at 1 October 2023	7,8 65	6,845	14,710
Amortisation	338	92	430
Eliminated on disposal	–	(237)	(237)
At 30 September 2024	8,203	6,700	14,903
Amortisation	506	310	816
At 30 September 2025	8,709	7,010	15,719
Carrying amount
At 30 September 2025	5,306	2,688	7,9 94
At 30 September 2024	7,470	70	7,5 4 0
At 30 September 2023	7, 271	162	7,433
Average remaining amortisation period	1 year	2 years

The amortisation and impairment charge above is included within administrative expenses in the

income statement.

Additions include an amount of £1,270,000 relating to internally-generated assets for the year

ended 30 September 2025 (2024: £537,000), of which £74,000 relates to capitalised share-based

payment expenses (2024: £935,000 reversal of capitalised share-based payment expenses due to

the lapse of previously issued equity instruments under the earn-out arrangement). The transfer of

£2,928,000 from key operating systems to mobile applications during the year represents the

reallocation of an asset under construction following the launch of AJ Bell Touch.

The net carrying amount of key operating systems includes £237,000 (2024: £6,967,000) relating to

assets in development which are currently not amortised. At the year end, the Group had entered into

contractual commitments for the acquisition of intangible assets to the value of £1,437,000 (2024: £nil).

Notes to the consolidated financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

139

Other information

Governance Financial statements

15 Property, plant and equipment

	Leasehold	Office	Computer
	improvements	equipment	equipment	Total
	£000	£000	£000	£000
Cost
At 1 October 2023	2,387	1,008	7,3 74	10,769
Additions	645	7	824	1,476
Disposals	(3)	(529)	(1,187)	(1,719)
Transfers	–	20	(20)	–
At 30 September 2024	3,029	506	6,991	10,526
Additions	87	114	1,039	1,240
Disposals	(140)	(52)	(662)	(854)
Transfers	–	43	(43)	–
At 30 September 2025	2,976	611	7,325	10,912
Depreciation
At 1 October 2023	996	917	5,047	6,960
Charge for the year	204	23	943	1,170
Eliminated on disposal	(2)	(496)	(883)	(1,381)
Transfers	–	36	(36)	–
At 30 September 2024	1,198	480	5,071	6,749
Charge for the year	326	39	893	1,258
Eliminated on disposal	(138)	(52)	(627)	(817)
At 30 September 2025	1,386	467	5,337	7,190
Carrying amount
At 30 September 2025	1,590	144	1,988	3,722
At 30 September 2024	1,831	26	1,920	3,777
At 30 September 2023	1,391	91	2,327	3,809

The depreciation charge above is included within administrative expenses in the income statement.

At the year end, the Group had entered into contractual commitments for the acquisition of property,

plant and equipment to the value of £19,000 (2024: £177,000).

Computer equipment includes assets under construction of £533,000 (2024: £117,000) which are

currently not depreciated.

16 Leases

i) Right-of-use assets

		Computer
		and office
	Property	equipment	Total
	£000	£000	£000
Cost
At 1 October 2023	16,857	267	17,124
Additions	2,759	36	2,795
Disposals	–	(1)	(1)
At 30 September 2024	19,616	302	19,918
Additions	800	1	801
Disposals	(1,372)	–	(1,372)
At 30 September 2025	19,044	303	19,347
Depreciation
At 1 October 2023	6,098	226	6,324
Charge for the year	1,799	33	1,832
At 30 September 2024	7,8 97	259	8,156
Charge for the year	1,974	32	2,006
Eliminated on disposal	(1,372)	–	(1,372)
At 30 September 2025	8,499	291	8,790
Carrying amount
At 30 September 2025	10,545	12	10,557
At 30 September 2024	11,719	43	11,762
At 30 September 2023	10,759	41	10,800

The depreciation charge above is included within administrative expenses in the income statement.

The Group has entered into various leases in respect of property and office equipment as a lessee.

Lease terms are negotiated on an individual basis and contain a range of different terms and

conditions. Property leases typically run for a period of five to fifteen years and office equipment

for a period of one to six years.

Additions include £267,000 relating to the increase in the Group’s dilapidation provision

(2024: £441,000) (see note 22).

Disposals include £1,372,000 relating to the derecognition of an office building following expiration

of the lease. Other than property and office equipment there are no further classes of assets leased

by the Group.

Notes to the consolidated financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

140

16 Leases continued

ii) Lease liabilities

	2025	2024
	£000	£000
Current	2,216	1,453
Non-current	9,842	11,724
	12,058	13,177

The undiscounted maturity analysis of lease liabilities is shown below:

	2025	2024
	£000	£000
Within one year	3,004	2,363
In the second to fifth years inclusive	9,975	10,572
After five years	1,544	3,603
Total minimum lease payments	14,523	16,538

The total lease interest expense for the year ended 30 September 2025 was £931,000

(2024: £904,000). Principal cash outflow for leases accounted for under IFRS 16 Leases for

the year ended 30 September 2025 was £1,654,000 (2024: £1,583,000).

17 Subsidiaries

The Group consists of a Parent Company, AJ Bell plc incorporated within the UK, and a number of

subsidiaries held directly and indirectly by AJ Bell plc which operate and are incorporated in the UK.

Note 6 to the Company’s separate financial statements lists details of the interests in subsidiaries.

18 Deferred tax asset

	2025	2024
	£000	£000
Deferred tax asset	5,848	1,869
Deferred tax liability	(398)	(323)
	5,450	1,546

The movement on the deferred tax account and movement between deferred tax assets and

liabilities is as follows:

	Accelerated		Short-term
	capital	Share-based	timing
	allowances	payments	differences	Total
	£000	£000	£000	£000
At 1 October 2023	(515)	738	261	484
Credit / (charge) to income statement	192	393	(21)	564
Credit to equity	–	498	–	498
At 30 September 2024	(323)	1,629	240	1,546
(Charge) / credit to income statement	(75)	239	3,026	3,190
Credit to equity	–	714	–	714
At 30 September 2025	(398)	2,582	3,266	5,450

The current year deferred tax adjustment relating to share-based payments reflects the estimated

total future tax relief associated with the cumulative share-based payment benefit arising in respect

of share options granted but unexercised as at 30 September 2025.

Deferred tax assets have been recognised in respect of other temporary differences giving rise

to deferred tax assets where it is probable that these assets will be recovered.

During the year a deferred tax asset of £3,001,000 has been recognised on pre-trading expenditure

of £12,004,000 (2024: £nil).

19 Trade and other receivables

	2025	2024
	£000	£000
Trade receivables	1,478	3,409
Prepayments	9,478	7, 81 2
Accrued income	35,711	37, 327
Other receivables	21,783	10,997
	68,450	59,545

The Directors consider that the carrying amount of trade and other receivables approximates their

fair value. Included within other receivables are balances with stock exchange member firms, other

counter parties and unsettled client receivables.

Notes to the consolidated financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

141

Other information

Governance Financial statements

19 Trade and other receivables continued

The ageing profile of trade receivables was as follows:

	2025	2024
	£000	£000
Current – not past due	1,064	2,202
Past due:
0 to 30 days	7	449
31 to 60 days	33	168
61 to 90 days	39	164
91 days and over	1,490	1,414
	2,633	4,397
Provision for impairment	(1,155)	(988)
	1,478	3,409

The movement in the provision for impairment of trade receivables is as follows:

	2025	2024
	£000	£000
Opening loss allowance as at 1 October	988	793
Loss allowance recognised	305	308
Receivables written off during the year as uncollectable	(81)	(89)
Unused amount reversed	(57)	(24)
Balance at end of year	1,155	988

20 Cash and cash equivalents

	2025	2024
	£000	£000
Group cash and cash equivalent balances	188,192	196,651

Cash and cash equivalents at 30 September 2025 and 30 September 2024 are considered to be

holdings of less than one month, or those over which the Group has an immediate right of recall.

21 Trade and other payables

	2025	2024
	£000	£000
Trade payables	1,937	463
Social security and other taxes	3,806	3,822
Other payables	968	749
Accruals	55,699	54,661
Deferred income	2,111	2,226
	64,521	61,921

Trade payables, accruals and deferred income principally comprise amounts outstanding for

trade purposes including payment of interest to customers and ongoing costs of the business.

The Directors consider that the carrying amount of trade payables approximates their fair value.

Deferred income in the current and prior year relates to contract liabilities. The prior year deferred

income balance has now all been recognised as revenue and the current year balance all relates to

cash received in the current period. Total deferred income as at 30 September 2025 is expected to

be recognised as revenue in the coming year.

22 Provisions

	Office	Redress	Other
	dilapidations	provision	provision	Total
	£000	£000	£000	£000
At 1 October 2024	2,606	7,017	170	9,793
Additional provisions	267	–	306	573
Provisions used	(130)	(1,013)	(70)	(1,213)
Unused provision reversed	(104)	–	–	(104)
At 30 September 2025	2,639	6,004	406	9,049
Included in current liabilities	–	6,004	406	6,410
Included in non-current liabilities	2,639	–	–	2,639

Notes to the consolidated financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

142

22 Provisions continued

Office dilapidations

The Group is contractually obliged to reinstate its leased properties to their original state and layout

at the end of the lease terms. During the year, management reviewed the Group’s dilapidation

provision and the assumptions on which the provision is based. The estimate is based upon property

location, size of property and an estimate of the charge per square foot. A further charge of £267,000

has been recognised, due to an increase in the estimated charge per square foot. The office

dilapidations provision represents management’s best estimate of the costs which will ultimately

be incurred in settling these obligations.

Redress provision

The provision has been recognised in relation to costs for potential customer redress. The redress

relates to potential liability for historical SIPP operator due diligence issues in respect of non-

mainstream investments, which subsequently became distressed, made by customers who had

regulated financial advisers acting for them between April 2007 and 2014 and does not relate

to ongoing business operations. Based on published Financial Ombudsman Service decisions,

we believe that future complaints would be time-limited.

The figure represents our current most reliable estimate of the present obligation, accepting that

there is still some uncertainty regarding the amounts required to settle the obligations as work is

ongoing. The estimate has been made by assessing a range of different outcomes based on key

assumptions, including the calculation of investment loss and application of limitation. Sensitivity

analysis of these key assumptions would be unlikely to have a material impact on the consolidated

financial statements.

Although the timings of the outflows are not determined, we expect payment to be made within

12 months of the reporting date.

Other provisions

The other provisions relate to the costs associated with defending a small number of legal cases.

The timings of the outflows are uncertain and could be paid within 12 months of the reporting date.

23 Share capital

	2025	2024	2025	2024
Issued, fully-called and paid:	Number	Number	£	£
Ordinary shares of 0.0125p each	403,862,576	413,044,826	50,483	51,631

All ordinary shares have full voting and dividend rights.

The following transactions have taken place during the year:

			Share
		Number of	premium
Transaction type	Share class	shares	£000
Exercise of EIP options	Ordinary shares of 0.0125p each	111,103	–
Exercise of CSOP options	Ordinary shares of 0.0125p each	47,973	175,000
Free shares	Ordinary shares of 0.0125p each	455,722	–
Share buyback	Ordinary shares of 0.0125p each	(9,797,048)	–
		(9,182,250)	175,000

The holders of ordinary shares are entitled to receive dividends as declared from time to time and

are entitled to one vote per share at general meetings of the Company. They are entitled to share

in the proceeds on the return of capital, or upon the winding up of the Company in proportion to

the number of and amounts paid on shares held. The shares are non-redeemable.

Own shares

As at 30 September 2025, the Group held 292,278 (2024: 689,728) in own shares in employee

benefit trusts to satisfy future share incentive plans. Shares held by the Trust are held at £926,000

(2024: £2,049,000) being the price paid to repurchase, and the carrying value is shown as a

reduction within shareholders’ equity.

During the year, 397,450 options (2024: 392,615) were exercised and issued from the employee

benefit trust in the year. The costs of operating the trusts are borne by the Group but are not

material. The trusts waived the right to receive dividends on these shares.

Share buybacks

In December 2024, the Group announced a share buyback programme for up to a maximum

aggregate consideration of £30,000,000 which commenced on 5 December 2024 and completed

in April 2025.

In the period to 23 April 2025, the Group purchased 6,963,824 shares at a cumulative cost of

£30,210,000 (including transaction costs), concluding the initial share buyback programme.

Following this, a second share buyback programme of £25,000,000 was announced, which

commenced on 23 May 2025. From the commencement date to 30 September 2025, 2,833,224

ordinary shares were purchased under the second share buyback programme, at a total cost of

£14,400,000 (including transaction costs).

All ordinary shares acquired have been subsequently cancelled, with the nominal value of

ordinary shares cancelled deducted from share capital against the capital redemption reserve.

Notes to the consolidated financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

143

Other information

Governance Financial statements

24 Share-based payments

Company Share Option Plan (CSOP)

The CSOP is a HMRC-approved scheme in which the Board, at their discretion, grant options to

employees to purchase ordinary shares. Each participating employee can be granted options up

to the value of £60,000. Options granted under the CSOP can be exercised between the third and

tenth anniversary after the date of grant and are usually forfeited if the employee leaves the Group

before the option expires. The expense for share-based payments under the CSOP is recognised

over the respective vesting period of these options.

Buy As You Earn plan (BAYE)

The BAYE plan is an all-employee share plan under which shares can be issued to employees as

either free shares or partnership shares.

The Company may grant free shares up to a maximum of £3,600 per employee in a tax year.

During the year, free shares up to a maximum value of £2,000 have been offered to all employees

who were employed by the Company at 30 June 2024 (2024: £2,000).

Employees have been offered the opportunity to participate in the partnership plan to enable

such employees to use part of their pre-tax salary to acquire shares. The limit to the pre-tax salary

deduction is £1,800 or, if lower, 10% of salary each year.

The plan entitles employees to use this deduction to buy shares in the Company on a monthly basis

at the current market value. Employees are able to withdraw their shares from the plan at any time

but may be subject to income tax and National Insurance charges if withdrawn within five years of

purchasing the shares. Therefore the monthly partnership plan does not give rise to a share-based

payment charge.

Executive Incentive Plan (EIP)

The EIP is a performance share plan that involves the award of deferred nominal cost options to

participants conditional on the achievement of specified performance targets and continuous

employment over a certain period of time. Individual grants will be dependent on the assessment

of performance against a range of financial and non-financial targets set at the beginning of the

financial year.

On the grant of any award, the Board may specify that dividend equivalents apply to the deferred

award. A dividend equivalent is a right to receive payment on the later of the vesting date and the

exercise date. The payment is equivalent to the dividends that would have been paid during the

deferral period on the number of shares in relation to which the award vests. The Board shall specify

in the award certificate whether the dividend equivalent shall be paid in cash or additional shares,

and whether the calculation of the dividend equivalent should assume that dividends paid on the

shares were reinvested in further shares.

Senior Manager Incentive Plan (SMIP)

The SMIP is a performance share plan that involves the award of deferred nominal cost options

to participants conditional on the achievement of specified performance targets and continuous

employment over a certain period of time. Individual grants will be dependent on the assessment

of performance against a range of financial and non-financial targets set at the beginning of the

financial year.

Nil Cost Options plan (NCO)

The NCO plan is a discretionary scheme in which the Board grants options to employees to obtain

ordinary shares at nil cost. Options granted under the NCO plan can be exercised between the third

and tenth anniversary after the date of grant and are usually forfeited if the employee leaves the

Group before the option expires. The expense for the share-based payments under the NCO plan

is recognised over the respective vesting period of these options.

CSR initiative

A CSR initiative was introduced in December 2019 with the intention of giving an additional

contribution to charity through the donation of share options should a number of stretching targets

be met by the Group. The awards made were equity-settled awards and involved the grant of market

value options to the AJ Bell Trust conditional on the achievement of diluted earnings per share

(DEPS) targets for the financial years 2022, 2023 and 2024 (Performance Period).

The exercise of each tranche was conditional upon the DEPS having increased in relation to the

7.47 pence DEPS for the year ended 30 September 2019, by more than:

• 90% for September 2022;

• 115% for September 2023; and

• 140% for 30 September 2024.

These were considered to be the lower DEPS targets. The upper DEPS target for each performance

period was 10% above the lower DEPS target.

The percentage of shares granted that vested in each performance period was determined

as follows:

• if actual DEPS was below the lower DEPS target, the vesting percentage was equal to zero;

• if actual DEPS was above the upper DEPS target, the vesting percentage was equal to 100%; and

• if actual DEPS was between the lower and upper target, then the vesting percentage was

determined by linear interpolation on a straight-line basis and rounded down to the nearest 10%.

As no service was being provided by the AJ Bell Trust, all conditions involved in the arrangement

were considered to be non-vesting conditions. Non-vesting conditions should be taken into

account when estimating the fair value of the equity instrument granted. The fair value has been

estimated using the Monte Carlo simulation model.

Notes to the consolidated financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

144

24 Share-based payments continued

Touch Incentive Scheme (TIS)

The TIS is a performance plan introduced in FY25 in which the Board grants options to employees

to obtain ordinary shares at nil cost. The TIS is exclusively available for individuals working on the

development of AJ Bell Touch. The development roadmap is split into several features, with options

being awarded to members of the scheme at the commencement of each feature. The expense for

share-based payments under TIS is recognised over the respective period of each award.

Earn-out arrangement

The acquisition of Adalpha gave rise to an earn-out arrangement whereby share awards are made

on the completion of a number of operational and financial milestones, relating to AUA targets

and the development of a simplified proposition for financial advisers. The awards are equity settled

and vest in several tranches in line with the agreed milestones.

Under the terms of the acquisition agreement, eligible employees are entitled to share awards

conditional upon the successful completion of certain performance milestones and their continued

employment with the Group during the vesting period. There is no exercise price attached to the

share award.

The fair value of the earn-out arrangement is estimated as at the date of grant calculated by

reference to the quantum of the earn-out payment for each performance milestone and an

estimated time to proposition completion, discounted to net present value. The performance

conditions included within the arrangement are not considered market conditions and therefore

the expected vesting is reviewed at each reporting date.

Movements during the year

The tables below summarise the outstanding options for each share-based payment scheme.

CSOP

	2025		2024
		Weighted		Weighted
		Average		Average
		Exercise Price		Exercise Price
	Number	£	Number	£
Outstanding at the beginning of the year	1,854,895	2.88	182,075	3.91
Granted during the year	306,207	4.17	1,753,272	2.80
Forfeited during the year	(99,894)	2.99	(80,452)	3.42
Exercised during the year	(47,973)	3.65	–	–
Outstanding at the end of the year	2,013,235	3.05	1,854,895	2.88
Exercisable at the end of the year	84,612	3.96	61,677	4.13

The lowest exercise price for share options outstanding at the end of the period was 275p

(2024: 275p) and the highest exercise price was 444p (2024: 434p). The weighted average remaining

contractual life of share options outstanding at the end of the period was 8.1 years (2024: 8.9 years).

EIP

	2025		2024
		Weighted		Weighted
		Average		Average
		Exercise Price		Exercise Price
	Number	£	Number	£
Outstanding at the beginning of the year	2,281,094	0.000125	1,675,192	0.000125
Granted during the year	851,172 1	0.000125	1,533,866	0.000125
Exercised during the year	(460,490)	0.000125	(509,268)	0.000125
Lapsed during the year	(485,163)	0.000125	(418,696)	0.000125
Outstanding at the end of the year	2,186,613	0.000125	2,281,094	0.000125
Exercisable at the end of the year	532,762	0.000125	269,809	0.000125

1 During the year dividend equivalents of 14,010 were accrued on the FY24 deferred award and are included within this total.

The weighted average remaining contractual life of EIP shares outstanding at the end of the period

was 8.2 years (2024: 8.6 years).

SMIP

	2025		2024
		Weighted		Weighted
		Average		Average
		Exercise Price		Exercise Price
	Number	£	Number	£
Outstanding at the beginning of the year	49,951	0.000125	3,999	0.000125
Granted during the year	48,349	0.000125	52,376	0.000125
Lapsed during the year	(9,710)	0.000125	(6,424)	0.000125
Outstanding at the end of the year	88,590	0.000125	49,951	0.000125
Exercisable at the end of the year	1,541	0.000125	–	–

The weighted average remaining contractual life of SMIP shares outstanding at the end of the period

was 8.7 years (2024: 9.2 years).

Notes to the consolidated financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

145

Other information

Governance Financial statements

24 Share-based payments continued

NCO

	2025		2024
		Weighted		Weighted
		Average		Average
		Exercise Price		Exercise Price
	Number	£	Number	£
Outstanding at the beginning of the year	74,460	–	–	–
Granted during the year	118,207	–	74,460	–
Exercised during the year	(15,794)	–	–	–
Lapsed during the year	(15,939)	–	–	–
Outstanding at the end of the year	160,934	–	74,460	–
Exercisable at the end of the year	–	–	–	–

The weighted average remaining contractual life of Nil Cost Options outstanding at the end of the

period was 9.0 years (2024: 9.2 years).

CSR initiative

	2025		2024
		Weighted		Weighted
		Average		Average
		Exercise Price		Exercise Price
	Number	£	Number	£
Outstanding at the beginning of the year	1,330,008	4.01	1,330,008	4.01
Forfeited during the year	–	–	–	–
Outstanding at the end of the year	1,330,008	4.01	1,330,008	4.01
Exercisable at the end of the year	1,330,008	4.01	1,330,008	4.01

The weighted average remaining contractual life of CSR options outstanding at the end of the

period was 4.2 years (2024: 5.2 years).

TIS

	2025
		Weighted
		Average
		Exercise Price
	Number	£
Outstanding at the beginning of the year	–	–
Granted during the year	65,928	–
Exercised during the year	(32,269)	–
Outstanding at the end of the year	33,659	–
Exercisable at the end of the year	7,2 93	–

The weighted average remaining contractual life of TIS options outstanding at the end of the period

was 9.1 years.

Weighted average share price of options exercised

The weighted average share price of all options exercised during the year was £4.76 (2024: £2.86).

Measurement

The fair value of equity-settled share options granted is estimated as at the date of grant using the

Black-Scholes model, taking into account the terms upon which the options and awards were granted.

The inputs into the Black-Scholes model and assumptions used in the calculations are as follows:

CSOP

Grant date	16/01/2025	22/01/2025
Number of shares under option	299,450	6,757
Fair value of share option from generally accepted business model (£)	1.01	1.09
Share price (£)	4.29	4.58
Exercise price of an option (£)	4.16	4.44
Expected volatility	33.63%	33.73%
Expected dividend yield	2.91%	2.73%
Risk-free interest rate	4.21%	4.18%
Expected option life to exercise (months)	36	36

Notes to the consolidated financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

146

24 Share-based payments continued

EIP

Grant date	31/01/2025	31/01/2025
Number of shares under option	626,802	210,360
Fair value of share from generally accepted business model (£)	4.48	4.48
Share price (£)	4.48	4.48
Exercise price of an option (£)	0.000125	0.000125
Expected volatility	33.79%	33.79%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	4.03%	4.03%
Expected option life to exercise (months)	36	48

SMIP

Grant date	10/12/2024	16/01/2025
Number of shares under option	47,6 89	660
Fair value of share option from generally accepted business model (£)	4.32	3.93
Share price (£)	4.68	4.29
Exercise price of an option (£)	0.000125	0.000125
Expected volatility	33.20%	33.26%
Expected dividend yield	2.67%	2.91%
Risk-free interest rate	4.04%	4.13%
Expected option life to exercise (months)	36	36

NCO

Grant date	10/12/2024	16/01/2025	16/04/2025
Number of shares under option	67,088	36,058	15,061
Fair value of share option from generally accepted
business model (£)	4.34	3.93	3.82
Share price (£)	4.70	4.29	4.18
Exercise price of an option (£)	–	–	–
Expected volatility	33.20%	33.63%	34.07%
Expected dividend yield	2.66%	2.91%	2.99%
Risk-free interest rate	4.04%	4.21%	3.93%
Expected option life to exercise (months)	36	36	36

TIS

Grant date	30/10/2024	30/10/2024	31/10/2024	31/10/2024
Number of shares under option	13,131	8,749	26,431	17,617
Fair value of share option from generally
accepted business model (£)	4.60	4.38	4.39	4.17
Share price (£)	4.61	4.61	4.47	4.47
Exercise price of an option (£)	–	–	–	–
Expected volatility	33.02%	33.02%	33.15%	33.15%
Expected dividend yield	2.49%	2.49%	2.57%	2.57%
Risk-free interest rate	4.28%	4.28%	4.28%	4.28%
Expected option life to exercise (months)	1	24	8	32

Expected volatility is estimated by considering historic average share price volatility at the grant date.

The expected life of the options is based on the minimum period between the grant of the option,

the earliest possible exercise date and an analysis of the historical exercise data that is not necessarily

indicative of exercise patterns that may occur. The expected volatility reflects the assumption that

historical volatility is indicative of future trends, which may also not necessarily be the case.

During the year, the Group recognised a total share-based payment expense of £4,100,000

(2024: £1,502,000) and £74,000 of capitalised share-based payment expense (2024: reversed

capitalised amount of £935,000) within the statement of financial position.

The reversal in FY24 was due to the lapse of previously issued equity instruments under the earn-out

arrangement. The costs of these instruments had been recognised over the vesting period, but, as

they have now lapsed, the previously recognised costs have been reversed.

Notes to the consolidated financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

147

Other information

Governance Financial statements

25 Financial instruments and risk management

The Group’s activities expose it to a variety of financial instrument risks; market risk (including

interest rate and foreign exchange), credit risk and liquidity risk. Information is presented below

regarding the exposure to each of these risks, including the procedures for measuring and

managing them.

Financial instruments include both financial assets and financial liabilities. Financial assets principally

comprise trade and other receivables and cash and cash equivalents. Financial liabilities comprise

trade and other payables and lease liabilities. The Group does not have any derivative financial

instruments.

Risk management objectives

The Group has identified the financial, business and operational risks arising from its activities

and has established risk controls, including policies and procedures, to manage these items

in accordance with its defined risk appetite. The Board of Directors has overall responsibility

for establishing and overseeing the Group’s risk management framework and risk appetite.

The Group’s financial risk management policies are intended to ensure that risks are identified,

evaluated and subject to ongoing monitoring and mitigation (where appropriate). These policies

contribute to the broader control framework and robust risk culture within the business.

The Group regularly reviews its financial risk management policies and control systems to reflect

changes in the business, counterparties, markets and range of financial instruments that it uses.

The Finance & Treasury Committee has principal responsibility for monitoring exposure to the

risks associated with cash and cash equivalents. Policies and procedures are in place to ensure the

management and monitoring of each type of risk. The primary objective of the Group’s Treasury

Policy Statements is to manage short-term liquidity requirements whilst maintaining an appropriate

level of exposure to other financial risks in accordance with the Group’s risk appetite.

Material accounting policies

Details of the material accounting policies, including the criteria for recognition, the basis of

measurement and the basis on which income and expenses are recognised, in respect of each financial

asset and financial liability, are disclosed within note 2 to the consolidated financial statements.

The financial assets and liabilities of the Group are detailed below:

			2025				2024
	Financial		Financial			Financial	Financial
	assets at		liabilities at			assets at	liabilities at
	amortised		amortised	Carrying		amortised	amortised	Carrying
	cost		cost	value		cost	cost	value
	£000		£000	£000		£000	£000	£000
Financial assets
Trade receivables	1,478		–	1,478		3,409	–	3,409
Accrued income	35,711		–	35,711		3 7,327	–	37,3 27
Other receivables	21,783		–	21,783		10,997	–	10,997
Cash and cash equivalents	188,192		–	188,192		196,651	–	196,651
	247,16	4	–	247,16	4	248,384	–	248,384
Financial liabilities
Trade and other payables		–	57,730		57,730	–	55,169	55,169
Lease liabilities		–	12,058		12,058	–	13,177	13,177
		–	69,788		69,788	–	68,346	68,346

Categories of financial instrument

The carrying amount of all financial assets and liabilities is approximate to their fair value due to their

short-term nature.

Market risk

Interest rate risk

The Group holds interest-bearing assets in the form of cash and cash deposits. Cash at bank

earns interest at floating rates based on daily bank deposit rates. Term deposits can also be made for

varying periods depending on the immediate cash requirements of the Group, and interest is earned

at the respective fixed-term rate. Based on the cash balances shown in the Group’s statement of

financial position at the reporting date, if interest rates were to move by 25bps it would change

profit before tax by approximately:

	2025	2024
	£000	£000
+ 25 bps (0.25%)	460	418
- 25 bps (0.25%)	(460)	(418)

As at the year end the Group had no external borrowings and therefore was not exposed to a

material interest rate risk on borrowings.

Notes to the consolidated financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

148

25 Financial instruments and risk management continued

The Group retains a proportion of the interest income generated from the pooling of certain

uninvested customer cash balances (UCCBs) and as a result, the Group revenue has an indirect

exposure to interest rate risk. A breakdown of the average AUA balance during the year and the

proportion which was held as UCCBs is set out in the table below:

	2025		2024
	Average AUA		Average AUA
	(£bn)	% cash 1	(£bn)	% cash 1
Advised	58.1	3.3%	52.9	3.4%
D2C	34.6	11.5%	26.9	12.0%
Non-platform	5.5	2.6%	5.5	3.0%

1 UCCBs exclude customer cash balances: (i) held in the Cash Savings Hub; (ii) placed directly in notice accounts and on fixed-term

deposits by the customer with the deposit taker of their choice; (iii) uninvested cash held with third-party investment partners.

The UCCBs are held with a panel of banks and are placed in a range of fixed-term, notice and call

deposit accounts with due regard for counterparty credit risk, capacity risk, concentration risk and

liquidity risk requirements.

The retained proportion of the interest income generated from the pooling and treasury management

of UCCBs is variable dependent on rates paid by panel banks and the interest rate paid to customers.

The rate earned on customer cash held in SIPPs, ISAs and General Investment / Dealing Accounts

varies due to the different regulations and factors that need to be considered when placing the cash

in fixed-term deposit accounts. The weighted average rate calculated on the proportion of interest

income retained on UCCBs held during the period was 2.26% (FY24: 2.33%).

The impact of a 50bps increase or decrease in UK base interest rates on the Group’s revenue has

been calculated and shown below. This has been modelled on a historical basis for each year

separately assuming that the UK base rate was 50bps higher or lower for the year.

	2025	2024
	£000	£000
+ 50 bps (0.50%)	–	–
- 50 bps (0.50%)	–	–

In FY24 and FY25, movements in the UK base interest rate would not have materially impacted the

retained interest income earned by the Group, as any increases or decreases to the UK base interest

rate when it is at higher levels would be passed to customers in the form of higher or lower payaway

rates respectively.

Customer cash balances are not a financial asset of the Group and so are not included in the

statement of financial position.

Market movement sensitivity

The Group’s custody fees are derived from the market value of the underlying investments held by the

retail customer in their account, based on product type, mix and portfolio size which are charged on

an ad valorem basis. As a result, the Group has an indirect exposure to market risks, as the value of the

underlying customers’ assets may rise or fall. The impact of a 10% increase or reduction in the value of

the customers’ underlying assets subject to the custody fees on the Group’s revenue has been calculated

and shown below. This has been modelled on a historical basis for each year separately assuming

that the value of the customers’ assets were 10% higher or lower than the actual position at the time.

	2025	2024
	£000	£000
+ 10% higher	9,451	7, 861
- 10% lower	(9,451)	(7, 8 61)

Foreign exchange risk

The Group is not exposed to significant foreign exchange translation or transaction risk as the Group’s

activities are primarily within the UK. Foreign exchange risk is therefore not considered material .

Credit risk

The Group’s exposure to credit risk, which is the risk that a counterparty will be unable to pay

amounts in full when due, arises principally from its cash balances held with banks and trade

and other receivables.

Trade receivables are presented net of expected credit losses within the statement of financial position.

The Group applies the IFRS 9 Financial Instruments simplified approach to measuring expected credit

losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected

credit losses, trade receivables have been grouped based on shared credit risk characteristics and

number of days past due. Details of those trade receivables that are past due are shown within note 19.

Accrued income and other receivables are excluded from the expected credit loss calculation

as these balances have no material credit risk. Accrued income predominantly relates to interest

income due from regulated financial institutions and other receivables relate to balances with stock

exchange member firms, other counter parties and unsettled client receivables, some of which have

been taken from the client account and are in transit, and others where there is a contractual right

to sell down customer assets if funds are not available. These receivables are short-term in nature

and do not present any material credit risk.

The Group has implemented procedures that require appropriate credit or alternative checks

on potential customers before business is undertaken. This minimises credit risk in this area.

Notes to the consolidated financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

149

Other information

Governance Financial statements

25 Financial instruments and risk management continued

The credit and concentration risk on liquid funds, cash and cash equivalents is limited as deposits

are held across a number of major banks. The Directors continue to monitor the strength of the

banks used by the Group. The principal banks currently used by the Group are Bank of Scotland plc,

Barclays Bank plc, Lloyds Bank plc, Lloyds Bank Corporate Markets plc, HSBC Bank plc, HSBC UK

Bank plc, NatWest Markets plc, Santander UK plc, Clearstream Banking SA and Qatar National Bank

(Q.P.S.C). Bank of Scotland plc, the Group’s principal banker, is substantial and is 100% owned by

Lloyds Banking Group plc. All these banks currently have long-term credit ratings of at least A+

(Fitch). Where the services of other banks are used, the Group follows a rigorous due diligence

process prior to selection. This results in the Group retaining the ability to further mitigate the

counterparty risk on its own behalf and that of its customers.

The Group has no significant concentration of credit risk as exposure is spread over a large number

of counterparties and customers. The maximum exposure to credit risk is represented by the carrying

amount of each financial asset at the reporting date. In relation to dealing services, the Group operates

as agent on behalf of its underlying customers and in accordance with London Stock Exchange Rules.

Any settlement risk during the period between trade date and the ultimate settlement date is

substantially mitigated as a result of the Group’s agency status, its settlement terms and the delivery

versus payment mechanism whereby if a counterparty fails to make payment, the securities would

not be delivered to the counterparty. Therefore, any risk exposure is to an adverse movement in

market prices between the time of trade and settlement. Conversely, if a counterparty fails to deliver

securities, no payment would be made.

There has been no material change to the Group’s exposure to credit risk during the year.

Liquidity risk

This is the risk that the Group may be unable to meet its liabilities as and when they fall due.

These liabilities arise from the day-to-day activities of the Group and from its obligations to

customers. The Group is a highly cash-generative business and maintains sufficient cash and

standby banking facilities to fund its foreseeable trading requirements.

There has been no change to the Group’s exposure to liquidity risk or the manner in which it

manages and measures the risk during the year.

The following table shows the undiscounted cash flows relating to non-derivative financial liabilities

of the Group based upon the remaining period to the contractual maturity date at the end of the

reporting period.

	Due within	1 to 5	After
	1 year	years	5 years	Total
	£000	£000	£000	£000
2025
Trade and other payables	57,730	–	–	57,730
Lease liabilities	3,004	9,975	1,544	14,523
	60,734	9,975	1,544	72,253
2024
Trade and other payables	55,169	–	–	55,169
Lease liabilities	2,363	10,572	3,603	16,538
	57, 532	10,572	3,603	71,707

Capital management

The Group’s objectives in managing capital are to:

• safeguard the Group’s ability to continue as a going concern so that it can continue to provide

returns for shareholders, security for our customers and benefits for other stakeholders;

• maintain a strong capital base to support the development of its business; and

• comply with regulatory requirements at all times.

The capital structure of the Group consists of share capital, share premium and retained earnings.

As at the reporting date the Group had capital of £217,452,000 (2024: £203,990,000).

As part of the Group’s capital allocation framework, capital generated from the business is both

reinvested in the business to generate future growth and returned to shareholders principally in the

form of dividends. We review our capital position annually and will consider returning any surplus

capital to shareholders through a share buyback or special dividend, in accordance with the Capital

Allocation Policy. The capital adequacy of the business is monitored on an ongoing basis and as

part of the purpose strategy and planning by the Board. It is also reviewed before any distributions

are made to shareholders to ensure it does not fall below the agreed surplus as outlined in the

Group’s Capital Management Policy. The liquidity of the business is monitored by management

on a daily basis to ensure sufficient funding exists to meet the Group’s liabilities as they fall due.

The Group is highly cash-generative and maintains sufficient cash and standby banking facilities

to fund its foreseeable trading requirements.

The Group conducts an annual Internal Capital and Risk Assessment (ICARA) process, as required

by FCA regulation. As part of the ICARA process, the Group determines the minimum level of capital

and liquid resources that it is required to hold at all times.

The amount of resources held by the Group are reviewed and monitored against these minimum

requirements on an ongoing basis; and the minimum requirements are considered when making

key business decisions. Our current financial resources, regulatory capital and liquidity requirements

can be found on page 23.

Notes to the consolidated financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

150

25 Financial instruments and risk management continued

The Group maintained a surplus of regulatory capital and liquid resources throughout the year.

The disclosures required under MIFIDPRU 8 of the Investment Firms Prudential Regime are available

on the Group’s website at ajbell.co.uk.

26 Interests in unconsolidated structure entities

The Group manages a number of investment funds (open-ended investments) acting as agent of

the Authorised Corporate Director. The dominant factor in deciding who controls these entities is

the contractual arrangement in place between the Authorised Corporate Director and the Group,

rather than voting or similar rights. As the Group directs the investing activities through its

investment management agreement with the Authorised Corporate Director, the investment funds

are deemed to be structured entities. The investment funds are not consolidated into the Group’s

financial statements as the Group is judged to act as an agent rather than having control under

IFRS 10 Consolidated Financial Statements.

The purpose of the investment funds is to invest capital received from investors in a portfolio of

assets in order to generate a return in the form of capital appreciation, income from the assets, or

both. The Group’s interest in the investment funds is in the form of management fees received for

its role as investment manager. These fees are variable depending on the value of the assets under

management.

The funds do not have any debt or borrowings and are financed through the issue of units to investors.

The following table shows the details of unconsolidated structured entities in which the Group has

an interest at the reporting date:

					Management
				Annual	charge
			Net AUM of	management	receivable at
		Number of	funds	charge	30 September
Year	Type	funds	£m	£000	£000
2025	OEIC	9	4 ,9 47.4	6,933	606
2024	OEIC	9	3,698.1	5,035	496

The annual management charge of £6,933,000 relates to AJ Bell’s allocated fee as an investment

manager of the fund and is included within recurring ad valorem fees within revenue in the

consolidated income statement.

The annual management charge receivable is included within trade and other receivables in the

consolidated statement of financial position.

The maximum exposure to loss relates to a reduction in future management fees should the market

value of the investment funds decrease.

27 Reconciliation of liabilities arising from financing activities

	1 October		Change in	30 September
	2024	Cashflows	lease liability	2025
2025	£000	£000	£000	£000
Lease liabilities	13,177	(1,654)	535	12,058
Total liabilities from financing activities	13,177	(1,654)	535	12,058

	1 October		Change in	30 September
	2023	Cashflows	lease liability	2024
2024	£000	£000	£000	£000
Lease liabilities	12,406	(1,583)	2,354	13,177
Total liabilities from financing activities	12,406	(1,583)	2,354	13,177

28 Related party transactions

Transactions between the Parent Company and its subsidiaries, which are related parties, have been

eliminated on consolidation and are not disclosed.

Remuneration of key management personnel

Key management personnel refers to the Board of Directors, as shown on pages 72 and 73, and the

Executive Committee, as shown on page 78.

The remuneration of individual directors is provided in the Directors’ Remuneration report on pages

104 and 105.

The remuneration expense of key management personnel is as follows:

	2025	2024
	£000	£000
Short-term employee benefits (excluding NI)	3,787	3,273
Retirement benefits	200	90
Share-based payment	1,534	2,144
	5,521	5,507

Notes to the consolidated financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

151

Other information

Governance Financial statements

28 Related party transactions continued

Transactions with key management personnel

During the year there were no material transactions or balances between the Group and

its key management personnel or members of their close families, other than noted below.

Dividends totalling £489,000 (2024: £550,000) were paid in the year in respect of ordinary shares.

The aggregate gains made on the exercise of share options during the year were £1,340,000

(2024: £897,000).

During the year, key management personnel and their families received beneficial staff rates

in relation to personal portfolios. The discount is not material to AJ Bell.

Other related party transactions

Charitable donations

During the year the Group made donations of £567,000 to the AJ Bell Futures Foundation

(2024: £439,000), a registered charity of which Mr P Birch, Mr C Musson and Mrs E A Carrington

are trustees.

EQ Property Services Limited

The Group is party to three leases with EQ Property Services Limited for rental of the Head Office

premises, 4 Exchange Quay, Salford Quays, Manchester, M5 3EE. Mr M T Summersgill is a director

and shareholder of both AJ Bell plc and EQ Property Services Limited. The leases for the rental of

the building were entered into on 17 August 2016 for terms which expire on 30 September 2031,

at an aggregate market rent of £2,009,000 (2024: £2,009,000 per annum).

At the reporting date, there is £502,000 outstanding, relating to rental payments (2024: £54,000)

with EQ Property Services Limited.

29 Assets held for sale

On 27 March 2025, the Group announced it had agreed to sell its Platinum SIPP and SSAS business,

part of its non-platform business, for a total consideration of up to £25,000,000. The deal

completed on the 3 November 2025. Further details are included in note 30.

The Platinum SIPP and SSAS business is not considered a major line of business for the Group

and therefore is classified as a disposal group and not a discontinued operation under IFRS 5

Non-current Assets Held for Sale and Discontinued Operations. Accordingly, assets held for sale

have been disclosed separately within the consolidated statement of financial position, the major

classes of assets are shown below.

	2025
	£000
Trade receivables	404
Accrued income	1,230
Assets held for sale	1,634

No impairment losses were recognised upon remeasurement of the assets prior to classification as

held for sale.

30 Subsequent events

Following the year end, the Group continued to purchase shares under the £25 million share buyback

programme. 1,450,531 shares for a total cost of £7,875,000 were purchased and subsequently

cancelled between the end of the reporting period and the date of issuing the annual report.

The total shares bought back through the programme so far is 11,247,579.

On 3 November 2025, the Group announced that it had completed the sale of the Platinum

SIPP and SSAS business, part of its non-platform business, to InvestAcc Group Limited for a total

consideration of up to £25 million.

The Group confirms that 3,400 customers and £3.3 billion of assets under administration have

transferred to InvestAcc from its non-platform business.

Initial consideration of £18.5 million upon completion has been settled; made up of £17.5 million in

cash and £1.0 million in new InvestAcc shares. Deferred consideration of up to £6.5 million in cash

will be payable in the first half of 2026, subject to certain conditions

Completion of the transaction simplifies AJ Bell’s business model and enables management to

focus on AJ Bell’s core platform business in both the advised and D2C markets.

Notes to the consolidated financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

152

Company statement of financial position

as at 30 September 2025

Notes

2025

£000

2024

£000

Assets

Non-current assets

Investments 6 34,983 30,797

Other receivables 7 9,384 12,794

Deferred tax asset 2,581 1,628

46,948 45,219

Current assets

Trade and other receivables 7 2,619 3,017

Current tax asset 2,283 1,540

Cash and cash equivalents 41,320 52,251

46,222 56,808

Total assets 93,170 102,027

Liabilities

Current liabilities

Trade and other payables 8 (489) (1,041)

Total liabilities (489) (1,041)

Net assets 92,681 100,986

Equity

Share capital 10 50 52

Share premium 9,138 8,963

Own shares (926) (2,049)

Retained earnings 84,419 94,020

Total equity 92,681 100,986

The Company recorded a profit for the year ended 30 September 2025 of £83,354,000

(2024:£85,616,000).

The financial statements were approved by the Board of Directors and authorised for issue

on3December 2025 and signed on its behalf by:

Peter Birch

Chief Financial Officer

AJBell plc

Company registered number: 04503206

The notes on pages 155 to 158 form an integral part of these financial statements.

Annual Report and Accounts 2025 AJBell plc

Strategic report

153

Other information

Governance Financial statements

Company statement of changes in equity

for the year ended 30 September 2025

capital

£000

premium

£000

Retained

earnings

£000

Own

£000

Total

equity

£000

Balance at 1 October 2024 52 8,963 94,020 (2,049) 100,986

Total comprehensive income for the year:

Profit for the year – – 83,354 – 83,35 4

Transactions with owners, recorded directly in equity:

Issue of shares – 175 – – 175

Dividends paid – – (52,288) – (52,288)

Equity settled share-based payment transactions – – 4,174 – 4,174

Deferred tax effect of share-based payment transactions – – 714 – 714

Tax relief on exercise of share options – – 178 – 178

Share transfer relating toemployees – – (1,123) 1,123 –

Share buyback (2) – (44,610) – (44,612)

Total transactions with owners (2) 175 (92,955) 1,123 (91,659)

Balance at 30 September 2025 50 9,138 84,419 (926) 92,681

capital

£000

premium

£000

Retained

earnings

£000

Own

£000

Total

equity

£000

Balance at 1 October 2023 52 8,963 55,074 (2,377) 61,712

Total comprehensive income for the year:

Profit for the year – – 85,616 – 85,616

Transactions with owners, recorded directly in equity:

Dividends paid – – (47,416 ) – ( 47, 416 )

Equity settled share-based payment transactions – – 567 – 567

Deferred tax effect of share-based payment transactions – – 498 – 498

Tax relief on exercise of share options – – 9 – 9

Share transfer relating to EIP – – (328) 328 –

Total transactions with owners – – (46,670) 328 (46,342)

Balance at 30 September 2024 52 8,963 94,020 (2,049) 100,986

The notes on pages 155 to 158 form an integral part of these financial statements.

AJBell plc Annual Report and Accounts 2025

154

1 General information

The principal activity of AJBell plc (the ‘Company’) is that of a holding company.

The Company is a public limited company which is listed on the London Stock Exchange and

incorporated in the United Kingdom under the Companies Act 2006 and is registered in England

and Wales. The Company’s number is 04503206 and its registered office is 4 Exchange Quay,

Salford Quays, Manchester, M5 3EE.

2 Material accounting policies

Basis of accounting

The financial statements are prepared on the historical cost basis and a going concern basis in

accordance with the Companies Act 2006. These financial statements are presented in sterling,

which is the currency of the primary economic environment in which the Company operates,

rounded to the nearest thousand.

The financial statements are prepared in accordance with Financial Reporting Standard 101 Reduced

Disclosure Framework (FRS 101).

The Company has set out below where advantage of the FRS 101 disclosure exemptions have been

taken. Shareholders were notified of, and did not object to, the use of the disclosure exemptions.

Disclosure exemptions

The Company is included within the consolidated financial statements of AJBell plc, a company

incorporated in the United Kingdom, whose consolidated financial statements are publicly available.

Consequently, the Company has, in compliance with FRS 101, taken advantage of the exemption

from preparing the following disclosures that would otherwise have been required under UK-

adopted international accounting standards:

• IAS 7 presentation of a cash flow statement;

• IAS 8 Disclosures in respect of new standards and interpretations that have been issued but which

are not yet effective;

• IAS 24 Disclosure of key management personnel compensation and the disclosure of transactions

with group companies;

• IFRS 7 Disclosure in respect of financial instruments, provided that the equivalent disclosures are

included in the consolidated financial statements of the group in which the entity is consolidated;

• IFRS 13 Fair Value Measurement paragraphs 91 to 99, provided that equivalent disclosures

areincluded within the consolidated financial statements of the group for which the entity

isconsolidated; and

• IFRS 2 Share-Based Payment paragraphs 45 and 46 to 52, provided that equivalent disclosures

areincluded within the consolidated financial statements of the group for which the entity is

consolidated.

The accounting policies adopted are the same as those set out in note 2 to the consolidated

financial statements, which have been applied consistently apart from the following:

Investments

Investments in subsidiary undertakings are shown at cost less provision for impairment. The Company

grants share-based payments to the employees of subsidiary companies. Each period the fair value

of the employee services received by the subsidiary as a capital contribution from the Company is

reflected as an addition to investments in subsidiaries.

Financial instruments

The Company follows the accounting policy of the Group for financial instruments. In addition,

theCompany has balances with other group companies. Amounts owed by group companies

arefinancial assets and are recognised at amortised cost. Amounts owed to group companies

arefinancial liabilities.

Loans issued to group companies at below-market rates of interest are initially recognised at fair

value, measured as the present value of loan repayments, with the below-market element recognised

as an investment in subsidiary. They are subsequently remeasured at each reporting date to their fair

value, with the difference being recognised directly in equity.

3 Critical accounting judgements and key sources of estimation

uncertainty

In the application of the Company’s accounting policies, which are described in note 2 to the

consolidated financial statements, the Directors are required to make judgements, estimates and

assumptions to determine the carrying amounts of certain assets and liabilities. The estimates and

associated assumptions are based on the Company’s historical experience and other relevant

factors. Actual results may differ from the estimates applied.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only

that period, or in the period of the revision and future periods if the revision affects both current

andfuture periods.

Notes to the Company financial statements

for the year ended 30 September 2025

Annual Report and Accounts 2025 AJBell plc

Strategic report

155

Other information

Governance Financial statements

3 Critical accounting judgements and key sources of estimation

uncertainty continued

The following judgements have been made by the Directors in applying the Company’s policies:

Investment in subsidiaries

At each reporting date, the Company assesses whether there are any indicators of impairment

initsinvestment in subsidiaries. If any such indicators exist, the investments’ recoverable amount

isestimated.

Management has identified an indicator of impairment for AJBell Media Limited which has a

carrying value of £2,700,000. This is due to plans to discontinue its activities from the start of FY26.

Asthe investment no longer has any forecast future cash flows beyond December 2025, the

recoverable amount was derived from the fair value less costs of disposal (FVLCD) rather than

thevalue in use. The FVLCD supported the carrying value of the investment and therefore no

impairment is recognised for FY25.

4 Profit for the year

As permitted by section 408 of the Companies Act 2006, the Company has elected not to present

its own income statement for the year. The Company reported a profit of £83,354,000 for the year

ended 30 September 2025 (2024: £85,616,000). This profit was generated from the Company’s

principal activity which is that of a holding company.

The auditor’s remuneration for the audit and other services is disclosed in note 6 to the consolidated

financial statements.

5 Dividends

Details of dividends paid during the year are disclosed in note 11 to the consolidated financial

statements.

6 Investments

2025

£000

2024

£000

Cost

As at 1 October 34,597 33,237

Share-based payments 4,142 522

Below-market element of loans to subsidiaries 44 838

At 30 September 38,783 34,597

Accumulated impairment losses

As at 1 October (3,800) (3,800)

Accumulated impairment losses at 30 September (3,800) (3,800)

Carrying value at 30 September 34,983 30,797

Notes to the Company financial statements

for the year ended 30 September 2025

AJBell plc Annual Report and Accounts 2025

156

Notes to the Company financial statements

for the year ended 30 September 2025

6 Investments continued

The Company has investments in the ordinary share capital of the following subsidiaries at

30September 2025:

Name of subsidiary Principal activity

Country of

incorporation

Proportion of ownership

interest and voting rights held

2025 2024

AJBell Business Solutions

Limited

Investment / Group

administration

England and Wales

100%

AJBell Management

Limited

Investment

administration

England and Wales

100%

AJBell Securities Limited

Dealing and custody England and Wales

100%

AJBell Media Limited

Media England and Wales

100%

AJBell Asset Management

Limited

Investment

management services

England and Wales

100%

AJBell Touch Limited

Intermediate holding

company

England and Wales

100%

Ad Alpha Solutions Limited Technology company England and Wales

100%

AJBell EBT Limited

Dormant England and Wales

100%

AJ Bell Digital Savings

Limited

Dormant England and Wales

100%

AJ Bell Platinum Limited

Dormant England and Wales

100%

AJ Bell Trustees Limited

Dormant England and Wales

100%

AJ Bell (PP) Trustees Limited

Dormant England and Wales

100%

Ashby London Trustees

Limited

Dormant England and Wales

100%

Ashby London (PP) Trustees

Limited

Dormant England and Wales

100%

Lawshare Nominees Limited Dormant England and Wales

100%

Sippdeal Limited Dormant England and Wales

100%

Sippdeal Trustees Limited Dormant England and Wales

100%

Whitehead Trustees Limited

Dormant England and Wales

100%

1 Indicates direct investment of AJ Bell plc.

2 Indicates entity has been included in the sale of the Platinum business and subsequent to year end is no longer owned by

theCompany.

The financial statements for the year ended 30 September 2025 of AJBell EBT Limited have been

exempted from audit under s479A of the Companies Act 2006 by way of parent guarantee from

AJBell plc.

The registered office of all subsidiaries is 4 Exchange Quay, Salford Quays, Manchester, M5 3EE.

7 Trade and other receivables

2025

£000

2024

£000

Amounts due within one year:

Amounts owed by Group undertakings 2,451 2,778

Prepayments 26 61

Accrued income 142 178

2,619 3,017

Included within amounts owed by Group undertakings is £2,451,000 (2024: £2,451,000) relating to

a loan issued to AJBell Business Solutions Limited by the Company in relation to costs incurred by

AJBell Business Solutions Limited in renewing IT infrastructure and administration systems in order

to enhance products and services for the Group. The loan is provided interest free and repayable on

demand.

2025

£000

2024

£000

Amounts due after one year:

Amounts owed by Group undertakings 9,384 12,794

9,384 12,794

Amounts owed by Group undertakings relate to loans issued to AJBell Touch Limited and Ad Alpha

Solutions Limited by the Company. The loan to AJBell Touch Limited was issued to facilitate the

acquisition of Ad Alpha Solutions Limited. The loan to Ad Alpha Solutions Limited is a working capital

arrangement issued in relation to the costs of developing the simplified mobile-focused platform

proposition for financial advisers. During the year AJBell plc waived £7,500,000 of the intercompany

loan with Ad Alpha Solutions Limited, and this amount has been recognised through the income

statement in the period. The loans are provided interest free and are repayable on demand, with

13months’ notice.

8 Trade and other payables

2025

£000

2024

£000

Accruals 454 1,041

Amounts owed to Group undertakings 35 –

489 1,041

Annual Report and Accounts 2025 AJBell plc

Strategic report

157

Other information

Governance Financial statements

Notes to the Company financial statements

for the year ended 30 September 2025

9 Related party transactions

Transactions with key management personnel

The key management personnel of the Group and the Company are the same. The related party

disclosure is given in note 28 to the consolidated financial statements.

Transactions with Group companies

During the year the Company entered into the following transactions with its subsidiaries:

2025 2024

Receivable

£000

Payable

£000

Receivable

£000

Payable

£000

Recharges – 576 155 592

Dividends received 90,600 – 86,000 –

90,600 576 86,155 592

The Company’s balances with fellow Group companies at the reporting date are set out in notes 7

and 8 to the Company financial statements.

All transactions with fellow Group companies are for trading purposes and are to be settled in cash.

None of the balances are secured and no provisions have been made for doubtful debts for any

amounts due from fellow Group companies.

10 Called-up share capital

The Company’s share capital is disclosed in note 23 to the consolidated financial statements.

11 Subsequent events

Following the year end, the Company continued to purchase shares under the £25 million

sharebuyback programme. Further details are provided in note 30 to the consolidated financial

statements.

AJBell plc Annual Report and Accounts 2025

158

Driving growth by making investing easy

AJBell are so helpful and friendly.

They answer the telephone

promptly and explain things in

away that is easily understood.

Theircharges are highly

competitive. I would strongly

recommend them for share

dealing, ISAs and SIPPs.”

Michael

AJBell customer

As easy as

a walk

in the park

Annual Report and Accounts 2025 AJBell plc

Financial statements

159

Other informationGovernanceStrategic report

Consolidated unaudited five-year summary

for the year ended 30 September 2025

2025

£000

2024

£000

2023

£000

2022

£000

2021

£000

Results

Revenue 317,847 269,435 218,234 163,847 145,826

Profit from operations 131,957 107,2 78 86,220 58,981 55,851

Profit before tax 137,826 113,283 87,6 61 58,411 55,084

Profits attributable to equity holders of AJBell plc 105,121 84,295 68,219 46,739 43,822

Assets employed

Non-current assets 34,714 31,616 29,517 31,978 30,621

Current assets 266,732 257,265 204,805 133,504 131,521

Assets held for sale 1,634 – – – –

Current liabilities (73,147) (70,795) (55,254) (17, 6 8 9) (15,999)

Non-current liabilities (12,481) (14,096) (13,031) (14,399) (15,435)

Net assets 217, 452 203,990 166,037 133,394 130,708

Financed by

Equity 217,4 52 203,990 166,037 133,394 130,708

Key statistics

Earnings per share (pence) 25.68 20.46 16.59 11.39 10.71

Fully diluted earnings per share (pence) 25.56 20.34 16.53 11.35 10.67

Ordinary dividend per share paid in year (pence) 12.75 11.50 8.09 7. 28 7.12

Special dividend per share paid in year (pence) – – – 5.00 –

Ordinary dividend per share declared with respect to profits generated in year (pence) 9.75 8.25 10.75 7. 37 6.96

Special dividend per share declared with respect to profits generated in year (pence) – – – – 5.00

AJBell plc Annual Report and Accounts 2025

160

Alternative performance measures

Within the Strategic report, various Alternative Performance Measures (APM) are referred to. APMs are not defined by International Financial Reporting Standards (IFRS) and should be considered together

with the Group’s IFRS measurements of performance. We believe APMs assist in providing greater insight into the underlying performance of the Group and enhance comparability of information between

reporting periods. The table below states those which have been used, how they have been calculated and why they have been used.

APM Definition Why they have been used

Assets Under Administration (AUA) AUA is the value of assets for which AJBell provides either an

administrative, custodial, or transactional service.

AUA is a measurement of the growth of the business and is the primary

driver of ad valorem revenue, which is the largest component of Group

revenue.

Assets Under Management (AUM) AUM is the value of assets for which AJBell provides a management

service.

AUM is a measurement of the growth of the business and is a driver of ad

valorem revenue.

Cost to serve per £AUA Total administrative expenses, excluding distribution costs, as a percentage

of the average AUA in the period.

Cost to serve per £AUA is a measurement of the effectiveness of scale as

the business grows.

Profit before tax (PBT) margin PBT margin is calculated as the net profit generated during the year

expressed as a percentage of the total revenue for the year.

PBT margin provides a simple measurement to facilitate comparison of our

performance with our competitors.

Return on assets Return on assets is calculated as net profit generated during the year

expressed as a percentage of the total net assets.

Return on assets is a measurement of how the business uses assets to

generate profit.

Revenue margin (Revenue per £AUA) Revenue margin is the total revenue generated during the year expressed

as a percentage of the average AUA in the year.

Revenue margin provides a simple measurement to facilitate comparison

of our charges with our competitors.

Total net flows Represents AUA transfers-in, subscriptions, contributions and tax relief less

AUA transfers-out, cash withdrawals, benefits and tax payments

Total net flows is a measurement of the growth of the business,

representing changes in AUA that are derived from new and existing

customers.

Annual Report and Accounts 2025 AJBell plc

Strategic report Financial statements

161

Governance Other information

Glossary

AGM

Annual General Meeting

Artificial Intelligence

AJBI

AJ Bell Investments

AJBIC

AJ Bell Investcentre

APM

Alternative Performance Measures

AUA

Assets Under Administration

AUM

Assets Under Management

BAYE

Buy As You Earn

BPS

Basis points

BVCM

Beyond Value Chain Mitigation

CAGR

Compound Annual Growth Rate

CAM

Combined Assurance Model

CASS

Client Assets Sourcebook

CCP

Core Carbon Principles

CGU

Cash Generating Unit

CODM

Chief Operating Decision Maker

CRO

Chief Risk Officer

CRR

Corporate Reporting Review

CSOP

Company Share Option Plan

CSR

Corporate Social Responsibility

D2C

Direct to Consumer

Defined Contribution

DE&I

Diversity, Equity and Inclusion

DEPS

Diluted Earnings Per Share

DESNZ

Department for Energy Security and Net Zero

DPO

Data Protection Officer

DTR

Disclosure Guidance and Transparency Rules

DWP

Department for Work and Pensions

EAP

Employee Assistant Programme

EIP

Executive Incentive Plan

EPC

Energy Performance Certificate

EPS

Earnings Per Share

ERC

Executive Risk Committee

ESG

Environmental, Social and Governance

ETF

Exchange Traded Fund

EVF

Employee Voice Forum

EVIC

Enterprise Value Including Cash

ExCo

Executive Committee

FCA

Financial Conduct Authority

FRC

Financial Reporting Council

FRS

Financial Reporting Standards

FTE

Full Time Equivalent

FVLCD

Fair value less costs of disposal

Foreign Exchange

GenAI

Generative AI

GHG

Greenhouse Gas

GPTW

Great Place to Work

GRMF

Group Risk Management Framework

IAS

International Accounting Standards

ICARA

Internal Capital and Risk Assessment

ICO

Information Commissioner’s Office

ICVCM

Integrity Council for the Voluntary Carbon

Market

IFRIC

International Financial Reporting

Interpretations Committee

IFRS

International Financial Reporting Standards

IHT

Inheritance tax

IPO

Initial Public Offering

ISA

Individual Savings Account

ISO

International Organisation for Standardisation

ISSB

International Sustainability Standards Board

JMLSG

Joint Money Laundering Steering Group

KOS

Key Operating System

KPI

Key Performance Indicator

KRI

Key Risk Indicator

LISA

Lifetime ISA

MEES

Minimum Energy Efficiency Standard

MiFID

Markets in Financial Instruments Directive

MIFIDPRU

Prudential Sourcebook for MiFID Investment

Firms

MPS

Managed Portfolio Services

MSCI

Morgan Stanley Capital International

NAV

Net Asset Value

NCO

Nil Cost Options

NED

Non-Executive Director

NGFS

Network for Greening the Financial System

National Insurance

NIST

National Institute of Standards and Technology

OEIC

Open-Ended Investment Company

PBT

Profit Before Tax

PCAF

Partnership for Carbon Accounting Financials

PLC

Public Limited Company

PR&U

Principal Risks and Uncertainties

PRI

Principles of Responsible Investment

PS&P

Purpose, Strategy and Planning

RCC

Risk & Compliance Committee

RCSA

Risk and Control Self-Assessment

REGO

Renewable Energy Guarantees of Origin

SASB

Sustainability Accounting Standards Board

SBTi

Science-Based Targets initiative

SDR

Sustainability Disclosure Requirements

SECR

Streamlined Energy and Carbon Reporting

SID

Senior Independent Director

SIPP

Self-Invested Personal Pension

SMF

Senior Manager Function

SMIP

Senior Manager Incentive Plan

SRI

Socially Responsible Index

SRS

Sustainability Reporting Standards

SSAS

Small Self-Administered Scheme

TCFD

Task Force on Climate-related Financial

Disclosures

TIS

Touch Incentive Scheme

TSR

Total Shareholder Returns

UCCB

Uninvested Customer Cash Balance

UN SDG

United Nations Sustainable Development Goals

USD

United States dollar

WACI

Weighted Average Carbon Intensity

WRAP

Worldwide Responsible Accredited Production

WTT

Well-To-Tank

AJBell plc Annual Report and Accounts 2025

162

Definitions

Ad valorem

According to value

Adalpha

AJ Bell Touch Limited and its wholly-owned subsidiaries

Customer retention rate

The customer retention rate is the average number of funded

platform customers during the financial year that remain

funded at the year end

Lifetime value

The total amount of revenue a business expects to generate

over the lifetime of a customer

Listing rules

Regulations subject to the oversight of the FCA applicable

tocompanies listed on a UK stock exchange

MSCI ESG rating

MSCI’s assessment of a Company’s resilience to long-term,

industry material ESG risks and how well they manage those

risks relative to peers

Own shares

Shares held by the Group to satisfy future incentive plans

Recurring ad valorem revenue

Includes custody fees, retained interest income and

investment management fees

Recurring fixed revenue

Includes recurring pension administration fees and media

revenue

Revenue per £AUA

Reflects our revenue margin and represents revenue as a

percentage of the average AUA in the year. Average AUA is

calculated as the average of the opening and closing AUA

ineach quarter averaged for the year.

Transactional revenue

Includes dealing fees and pension scheme activity fees

UK Corporate Governance Code

A code which sets out standards for best boardroom

practicewith a focus on Board leadership and effectiveness,

remuneration, accountability and relations with shareholders

UN SDGs target definitions

3.8 Achieve universal health coverage, including financial risk protection, access to quality

essential health-care services and access to safe, effective, quality and affordable essential

medicines and vaccines for all.

4.4 By 2030, substantially increase the number of youths and adults who have relevant skills,

including technical and vocational skills, for employment, decent jobs and entrepreneurship.

5.5 Ensure women’s full and effective participation and equal opportunities for leadership at all

levels of decision making in political, economic and public life.

10.2 By 2030, empower and promote the social, economic and political inclusion of all,

irrespective of age, sex, disability, race, ethnicity, origin, religion or economic or other status.

13.2 Integrate climate change measures into national policies, strategies and planning.

Annual Report and Accounts 2025 AJBell plc

Strategic report Financial statements

163

Governance Other information