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IntegraFin Holdings

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FY2016 Annual Report · IntegraFin Holdings
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ANNUAL REPORT
YEAR ENDED 
30 SEPTEMBER 2016

CONTENTS

The Strategic Report  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

The Directors’ Report  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Statement of Directors’ Responsibilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Independent Auditor’s Report to the 
Members of Integrated Financial Arrangements Ltd  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Consolidated Statement of Profit or Loss  
and Other Comprehensive Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Company Statement of Profit or Loss and  
Other Comprehensive Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Consolidated Statement of Financial Position  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Company Statement of Financial Position  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Consolidated Statement of Cash Flows  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Consolidated Statement of Changes in Equity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Company Statement of Changes in Equity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Notes to the Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21-56

EXECUTIVE DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE

M Howard
I A Taylor
A Scott
J M Davidson

NON-EXECUTIVE 
DIRECTORS

N J Holden
J Brettell
S Bazley

D G C Johnson

AUDITOR 

BDO LLP
55 Baker Street
London
W1U 7EU

IntegraFin Holdings Limited 
29 Clement’s Lane 
London 
United Kingdom 
EC4N 7AE

Telephone: +44 20 7608 4900

Registered in England No. 08860879

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016    1

THE STRATEGIC REPORT

The Directors  
present their Strategic 
Report of IntegraFin 
Holdings Limited  
(“the Company”)  
for the year ended  
30 September 2016.

Overview

The Company acts as a holding 
company for its subsidiaries  
(“the Group”).

The principal activity of the Group 
during the year was the provision 
of “Transact”, a wrap service that 
arranges and executes transactions 
between clients, their financial 
advisers and financial product 
providers including investment 
managers and stockbrokers. 

Transact offers a number of different 
wrappers to clients. Integrated 
Financial Arrangements Ltd (IFAL), 
a wholly owned subsidiary of the 
Company, is registered with HM 
Revenue & Customs as an ISA 
Manager and is the provider of the 
Transact ISA. It is also the provider 
of the Transact Self Invested Personal 
Pension and the Transact General 
Investment Account. 

IFAL wholly owns two long-term 
insurance businesses, one in the UK, 
IntegraLife UK Limited (ILUK) and 
one on the Isle of Man, IntegraLife 
International Limited (ILInt), which 
provide insurance based tax wrappers. 
IFAL acts as the scheme administrator 
for the Transact Personal Pension 
scheme, the Transact Executive 
Pension scheme and the Transact 
Section 32 Buy-Out Bond.

The strategy of the business continues 
to be the provision of a range of 
wrappers and access to products to 
advisers and clients. The Company 
will widen that range in line with 
changes in the UK tax environment 
without compromising its renowned 
and market-leading customer service 
levels, and maintaining the Company’s 
profitability.

Group structure changes

IntegraFin Services Limited (ISL), 
a Group services company wholly 
owned by the Company, became 
operational on 1 October 2015. 
All staff and intra-group service 
contracts have been transferred from 
IFAL to the services company.

Integrated Application Development 
Pty Ltd (IAD), the supplier of software 
services to the Group, was acquired 
by the Company during the year. 

The Isle of Man Financial Services 
Authority (the Authority) came into 
force as the single financial services 
regulator in the Isle of Man on 1 
November 2015, following the transfer 
of functions to the Authority from 
the previous regulatory bodies, the 
Insurance and Pensions Authority and 
the Financial Supervision Commission.

Business review and 
financial results 

Gross inflows averaged £298 million 
per month in 2016 (2015: £281 
million), and funds under direction 
increased from £19.1 billion to  
£24.6 billion at 30 September 2016. 
As at 30 September 2016, the number 
of registered advisers with funds 
on the platform was 6,000, and the 
number of clients grew from 125,000 
to 134,000.

Total gross inflows in 2016 were the 
highest inflows since inception and this 
growth, coupled with strong markets 
in the last quarter of the financial year, 
led to funds under direction increasing 
by 29% year on year. 

As required by IFPRU 9.1.3, IHL’s 
consolidated net return on assets, 
calculated as net profit divided by 
total balance sheet, is 24% in 2016 
(2015: 22%).

During the year the Company paid 
dividends totalling £9.0m (2015: 
£7.8m).

The Group recorded a consolidated 
before tax profit of £38.3 million 
(2015: £20.2 million restated under 
IFRS) and £20.8 million after tax 
(2015: £16.3 million restated under 
IFRS) for the year. At the end of  
the year consolidated shareholders’ 
funds stood at £86.2 million (2015: 
£75.0 million).

Key performance indicators

The Board of Directors of the 
Company (the Board) has set key 
performance indicators which it uses 
to measure performance. A summary 
of the key performance indicators, 
illustrating the five year trends, is 
shown in the charts below:

Funds under direction

Funds under direction (FUD) have 
steadily grown over the last five years. 
Strong market growth, especially in 
the quarter to September 2016, has 
helped drive this increase.

TOTAL FUD (£bn)

D
U
F

30.0

25.0

20.0

15.0

10.0

5.0

0.0

12.0

FY12

GROSS INFLOWS (£bn)

s
w
o
l
f
n
I

s
s
o
r
G

4.0

3.0

2.0

1.0

0.0

1.8

FY12

14.3

16.9

24.6

19.1

FY13

FY14
Financial year (end)

FY15

FY16

3.1

3.4

3.6

2.2

FY13

FY14
Financial year (end)

FY15

FY16

2    INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016    3

 
THE STRATEGIC REPORT  continued

Clients and wrappers

TOTAL NUMBER OF CLIENTS (K)

RISK AND RISK MANAGEMENT

The total number of clients continues 
to grow, with the number of wrappers 
open at the end of each year also 
showing steady development over 
time. Average growth in client 
numbers of over 7% per annum has 
been achieved. 

s
t
n
e

i
l

C

f
o

r
e
b
m
u
N

150

125

100

75

50

25

0

99K

105K

115K

125K

134K

FY12

FY13

FY14
Financial year (end)

FY15

FY16

IHL - TOTAL NUMBER OF WRAPPER / POLICIES 
IN FORCE AT END OF YEAR (K)

172K

186K

203K

211K

228K

s
e
i
c
i
l

o
P

250

200

150

100

50

0

Overview

How risks are managed

Risk management assists the 
Board in understanding its current 
and future risks, and provides risk 
appropriate management information 
that is incorporated into its strategic 
decision making and business 
planning process. Risk management 
activities encompass all financial, 
strategic and operational risks that 
may prevent the Company from 
fulfilling its business objectives.

The Company has a prudent capital 
management approach and currently 
invests surplus shareholder assets 
in high quality, highly liquid, short-
dated investments.

The Board, through its Group Risk 
Committee, is responsible for and 
provides oversight of the Company’s 
Risk Management Framework. 
The Company has established its 
framework using and adapting 
the Committee of Sponsoring 
Organisation of the Treadway 
Commission (COSO) Integrated 
Framework Principles, providing a 
consistent approach to identification, 
assessment, mitigation and reporting 
of risks throughout the Company and 
the wider Group.

The Risk Management Framework  
is shown below: 

FY12

FY13

FY14
Financial year (end)

FY15

FY16

Risk and governance framework

Board

Strategic

OVERSIGHT

ENTERPRISE RISK MANAGEMENT

OWNERSHIP

RISKS

Earnings

IHL – PROFIT BEFORE TAX (£M)

Earnings continue to show stable 
growth demonstrating the continuing 
strength of the business. Whilst 
there has been minimal impact 
on profit from converting to IFRS 
from UK GAAP the changes to 
the consolidation of the insurance 
companies has resulted in an 
exceptional increase in 2016. 
Earnings per share, based on an 
average of 1,137,278 shares in issue 
in 2016 (2015: 1,137,278, 2014: 
1,139,550) have grown each year, 
demonstrating increased value for 
shareholders.

T
B
P

40

30

20

10

0

38.34M

17.77M

20.17M

FY14

FY15
Financial year (end)

FY16

IHL - EARNINGS PER SHARE (£)

S
P
E

20.0

16.0

12.0

8.0

4.0

0.0

12.27

14.33

18.30

FY14

FY15
Financial year (end)

FY16

Reputational

Market

Credit

Operational

Insurance

Liquidity

Conduct

Group

t
i
d
u
a

l

a
n
r
e
t
n
I

e
c
n
a

i
l

p
m
o
c

d
n
a

t
n
e
m
e
g
a
n
a
m
k
s
i
R

Model 
governance 
and data 
quality

Risk management
policies 
(e.g. market, credit
liquidity etc)

Board
with Risk
Committee
guidance

Systems and Controls policies
(Group policy, process and procedures
principles and guidance documents)

Procedures, manuals, 
operational limits, methodology, 
specifications, control activities, 
training, reporting

Management,
Corporate and
Client Accounting,
Operations,
Sales and 
Marketing,
Information
Technology,
Human Resources,
Legal, Technical,
Quality Control,
Actuarial

4    INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016    5

 
 
 
 
 
 
 
THE STRATEGIC REPORT  continued

The Group Risk Committee is made 
up of independent non-executive 
directors and is responsible for 
reviewing the manner in which the 
Group and its subsidiary companies 
implement, and monitor the 
adequacy of, the Risk Management 
framework. The Group Risk 
Committee assists in fostering 
a culture that encourages good 
stewardship of risk and emphasises 
and demonstrates the benefits of a 
risk-based approach to management 
of the Group.

The Group implements a 
comprehensive bottom-up approach 
to managing risks through regular 
monitoring and reporting. Risk 
Management reports to the Risk 
Committee, on at least a quarterly 
basis, information and analysis on 
the key risks the organisation faces 
(including forward looking risks), 
capital requirements and comparison 
against risk appetite. 

For risk management to be effective 
it is important that the roles and 
responsibilities of all those involved 
are clearly defined. The Group’s 
approach is represented by the ‘three 
lines of defence’ model.

The first line of defence is 
represented by those individuals, 
including the management team, 
directly involved in business 
operations. It is responsible for 
the daily risk management of the 
business at the operational level, in 
accordance with the risk policies, 
appetites and controls that have been 
approved by the Board.

Risk appetite

The Group has generally adopted 
a conservative approach which is 
reflected in its risk appetite values 
and in the overall approach to 
risk management. The actual risk 
exposures of the Group’s regulated 
subsidiaries are regularly assessed 
against risk appetite using a 
comprehensive set of indicators 
and reported to the Group Risk 
Committee. Risk assessments are 
addressed within this body and 
reported to the Boards, to ensure 
the companies remains within their 
agreed risk appetites as defined by 
the Boards.

Risk governance

The Risk Management Framework 
defines risk governance as the 
combination of processes and 
structures implemented by the Board 
in order to inform, direct, manage 
and monitor the activities of the 
Group towards the achievement of  
its objectives for the benefit of its  
key stakeholders.

The second line of defence is 
provided by the risk oversight 
functions, i.e. Risk Management 
and Compliance. These functions 
are responsible for establishing risk 
policies, risk processes and controls 
as well as the monitoring and 
reporting of risks and controls.

The third line of defence is the 
responsibility of the internal and 
external auditors. These parties 
provide independent assurance to 
the Board that the risk management 
process is effective and challenged. 

This internal control system provides 
reasonable assurance to the Board on 
the achievement of the strategic and 
operational objectives of the Group.

Solvency II

During 2015/16 ILUK fully embedded 
the requirements of the new 
Solvency II regime which came 
into force on 1 January 2016. The 
new regulations bring in detailed 
requirements covering risk and risk 
management, including stress and 
scenario testing, as well as new 
valuation and reporting requirements. 
However, this has not fundamentally 
changed ILUK’s business or risk 
profile and ILUK continues to safely 
manage its solvency position through 
the economic cycle.

ILUK has adopted the Standard 
Formula approach in calculating 
the Solvency Capital Requirement 
(SCR), and none of the Transitional 
Provisions in the calculation of the 
Solvency II balance sheet or SCR.

Viability statement

The Directors have assessed the 
Group’s prospects by reference 
to the three-year planning period 
to September 2019 and have 
reasonable expectation that the 
Group will continue to operate and 
meet its liabilities as they fall due 
over the period of this assessment. 

This is based on the Group’s business 
plan which is produced on an annual 
basis covering a three year period. 
The assessment covers projected 
performance of all of the Group at 
solo entity level and on a consolidated 
basis. The Group’s regulated 
subsidiaries are assessed with 
regards to profitability, solvency and 
liquidity, including under stress and 
scenario tests. Assessments of the 
economic, regulatory and competitive 
environments are also included, as 
well as the current and potential 
future impact of the principal risks 
faced by the Group benchmarked 
against its risk appetite.

6    INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016    7

THE STRATEGIC REPORT  continued

PRINCIPAL RISKS AND 
UNCERTAINTIES

The principal risks and uncertainties 
of the Company relate to the 
upstream of capital, predominantly 
from its regulated subsidiary IFAL, 
in order to support its dividend 
paying capacity to its shareholders. 
The key drivers of this upstream of 
capital will be the underlying financial 
performance and solvency position of 
IFAL and are provided in the relevant 
supplementary accounts.

In summary, due to the nature of 
the business written by IFAL and 
its subsidiaries, profitability arises 
primarily from charges on the 
assets held in the portfolios less the 
expenses of administering those 
portfolios. Thus, the predominant risk 
types are outflow risk, expense risk, 
market risk and operational risk.

The Group seeks to limit its exposure 
to any other insurance and financial 
risks.

The following tables (split between 
financial and non-financial) describe 
the key risks of the Group with a 
summary description of how we 
manage and mitigate the risks:

FINANCIAL RISKS

NON-FINANCIAL RISKS

KEY RISK DESCRIPTION

MANAGEMENT AND CONTROLS

KEY RISK DESCRIPTION

MANAGEMENT AND MITIGATION

Outflow risk – loss of future profits 
due to more customers than 
expected terminating policies or 
more outflows (e.g. withdrawals or 
transfers) than expected.

Expense risk – administration 
costs exceed expense allowance.

Market risk - the impact changes 
in interest rates, credit spreads, 
currency exchange rates, inflation, 
equity and property market 
values may have on the value of 
customers’ portfolios, resulting in 
a reduction in future charges or an 
increase in future expenses.

Credit risk – this is the risk of 
loss due to defaults from holdings 
of cash and cash equivalents, 
deposits, formal loans and 
reinsurance treaties with banks 
and financial institutions.

Outflow risk is mitigated 
by focussing on providing 
exceptionally high levels of 
service. Outflow rates are closely 
monitored and unexpected 
experience is investigated. 
Despite the current challenging 
and uncertain economic and 
geopolitical environment, outflow 
rates remain low and stable. 

Expense risk is mitigated through 
regular stress testing, monitoring 
of expenditure and closely 
managing expenses in line with 
the business plan.

The Group only suffers a second 
order impact from market 
movements as future charges are 
predominantly determined based 
on customers’ portfolio values. 
The Group does not offer any 
guarantees on portfolio values.

The Group currently invests 
its shareholder assets in high 
quality, highly liquid, short-dated 
investments.

Expense inflation risk is mitigated 
through regular stress testing, 
monitoring of expenditure and 
closely managing expenses in line 
with the business plan.

The Group currently invests 
its shareholder assets in high 
quality, highly liquid, short-
dated investments. Maximum 
counterparty limits are set for 
banks and minimum credit quality 
steps are also set.

Liquidity risk – this is the risk of 
the Company not having available 
sufficient financial resources to 
enable it to meet its obligations as 
they fall due, or can secure such 
resources only at excessive cost.

There are robust controls in place 
to mitigate liquidity risk, for 
example, holding corporate cash 
across a range of banks, in order to 
mitigate the risk of a single point of 
counterparty default failure.

Regulatory risk – the risk of  
new regulatory requirements 
having adverse impacts on the 
business model, or failing to 
comply with existing or new 
regulations resulting in a fine  
or regulatory censure.

Operational risk – the risk of loss 
arising from inadequate or failed 
internal processes, people and 
systems, or from external events.

Competition risk – the risk of 
competitor activity resulting in 
loss of new business, increased 
outflows of existing business or 
pressure on profit margins.

Geopolitical risk – the risk of 
changes in the political landscape 
disrupting the operations of the 
business or resulting in significant 
development costs.

The compliance risk is mitigated 
through regular monitoring of 
regulatory developments and 
maintaining open and transparent 
dialogue with the regulators.

The Group aims to minimise 
operational risk at all times 
through a strong and well-
resourced control and operational 
structure. This is supported by 
the strong corporate governance 
structure that is embedded in the 
Group as a whole.

Competitor risk is mitigated by 
focusing on providing exceptionally 
high levels of service and being 
responsive to customer and 
financial adviser demands through 
an efficient expense base.

Geopolitical risk cannot be 
directly mitigated by the Group, 
but through close monitoring 
of developments through its 
risk horizon scanning process, 
potential impacts are taken into 
consideration as part of the 
business planning process.

By Order of the Board

David Johnson
Company Secretary

Registered Office
29 Clement’s Lane  
London 
EC4N 7AE

14 December 2016 

8    INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016    9

THE DIRECTORS’ REPORT

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors present their report 
and financial statements for the year 
ended 30 September 2016.

whereby employees are encouraged  
to develop and contribute to the 
overall aims of the business.

The review of the business and 
principal risks and uncertainties are 
disclosed within the Strategic report.

POLICY ON DISABLED 
EMPLOYEES

DIRECTORS

The Directors who served during the 
year were as follows:

M Howard

I A Taylor

A Scott

J M Davidson

P W A Westerman  
(resigned 11 January 2016)

N J Holden

J Brettell

S Bazley

According to the Register of Directors’ 
Interests in the Company, no rights to 
subscribe for shares or share options 
were granted or exercised by any 
of the Directors or their immediate 
families during the financial year.

INDEMNITY PROVISION

Directors and officers insurance is 
in place to indemnify the Directors 
against liabilities arising from the 
discharge of their duties as Directors 
of the Company.

EMPLOYEE INFORMATION

The Company has no employees 
(2015: nil), but the Group has 447 
employees (2015: 362). The Group 
continues to promote a culture 

The Group’s policy regarding 
employment, training, career 
development and promotion of 
disabled employees, and employees 
who become disabled whilst in 
employment, is to make reasonable 
adjustments as required. 

POLITICAL DONATIONS

No political contributions were made 
during the year (2015: £nil).

AUDITORS

BDO LLP have indicated their 
willingness to continue in office.  
A resolution to reappoint BDO LLP  
as auditors for the ensuing year will 
be proposed at the next AGM.

Each of the persons who is a director 
at the date of approval of this report 
confirms that:

n  so far as the Director is aware, 

there is no relevant audit 
information of which the Company’s 
auditor is unaware; and 

n  the Director has taken all the 

steps that he ought to have taken 
as a Director in order to make 
himself aware of any relevant audit 
information and to establish that 
the Company’s auditor is aware of 
that information. This confirmation 
is given and should be interpreted 
in accordance with the provision of 
s418 of the Companies Act 2006.

By Order of the Board 

David Johnson
Company Secretary

Registered Office
29 Clement’s Lane  
London 
EC4N 7AE

14 December 2016

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT 
OF THE STRATEGIC REPORT, DIRECTORS’ REPORT AND THE 
FINANCIAL STATEMENTS

The Directors are responsible for 
preparing the Annual Report and the 
financial statements in accordance 
with the Companies Act 2006 and 
for being satisfied that the financial 
statements give a true and fair view. 

The Directors are also responsible for 
preparing the financial statements 
in accordance with International 
Financial Reporting Standards as 
adopted by the European Union 
(IFRSs). These are the Group’s first 
financial statements prepared in 
accordance with IFRSs, and IFRS 1 
First-time Adoption of International 
Financial Reporting Standards has 
been applied.

Company law requires the Directors to 
prepare financial statements for each 
financial year, which give a true and 
fair view of the state of affairs of the 
Company and Group, and of the profit 
or loss of the Group for that year.

In preparing those financial 
statements, the Directors are 
required to:

a) select suitable accounting policies 
and then apply them consistently;

b) make judgements and estimates 
that are reasonable and prudent;

c) state whether applicable 

accounting standards have been 
followed, subject to any material 
departures disclosed and explained 
in the financial statements; and

d) prepare the financial statements 

on the going concern basis unless 
it is inappropriate to presume 
that the Company and Group will 
continue in business.

The Directors are responsible 
for keeping adequate accounting 
records that show and explain the 
Group’s transactions, disclose with 
reasonable accuracy at any time the 
financial position of the Company 
and enable them to ensure that the 
financial statements comply with the 
Companies Act 2006.

They are also responsible for 
safeguarding the assets of the 
Company and Group and hence 
for taking reasonable steps for the 
prevention and detection of fraud and 
other irregularities.

The current Directors, at the date 
of approval of this report, confirm 
that they have taken all of the steps 
that they ought to have taken as 
Directors to make themselves aware 
of any information needed by the 
Company’s auditors for the purposes 
of their audit, and to establish that the 
auditors are aware of that information. 
The Directors are not aware of any 
relevant audit information of which the 
auditors are unaware.

10    INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016    11

 
 
 
INDEPENDENT AUDITOR’S REPORT

INDEPENDENT AUDITOR’S 
REPORT TO THE MEMBERS 
OF INTEGRAFIN HOLDINGS 
LIMITED

We have audited the financial 
statements of IntegraFin Holdings 
Limited for the year ended 30 
September 2016 which comprise 
the primary statements such as 
the consolidated and Company 
Statement of Profit or Loss and 
other Comprehensive Income, the 
consolidated and Company Statement 
of Financial Position, the consolidated 
Statement of Cash Flows, the 
consolidated and Company Statement 
of Changes in Equity and the related 
notes. The financial reporting 
framework that has been applied in 
their preparation is applicable law 
International Financial Reporting 
Standards (IFRSs) as adopted by the 
European Union.

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

RESPECTIVE 
RESPONSIBILITIES OF 
DIRECTORS AND AUDITORS

As explained more fully in 
the statement of Directors’ 
responsibilities, the Directors are 

responsible for the preparation of  
the financial statements and for 
being satisfied that they give a true 
and fair view. Our responsibility is to 
audit and express an opinion on the 
financial statements in accordance 
with applicable law and International 
Standards on Auditing (UK and 
Ireland). Those standards require 
us to comply with the Financial 
Reporting Council’s (FRC’s) Ethical 
Standards for Auditors. 

SCOPE OF THE AUDIT OF THE 
FINANCIAL STATEMENTS

A description of the scope of an  
audit of financial statements is 
provided on the FRC’s website at:  
www.frc.org.uk/auditscopeukprivate.

OPINION ON FINANCIAL 
STATEMENTS

In our opinion the financial 
statements: 

n  give a true and fair view of the state 
of the Group’s and the Company’s 
affairs as at 30 September 2016 and 
of the Group’s and the Company’s 
profit for the year then ended;

n  have been properly prepared in 
accordance with International 
Financial Reporting Standards; and 
have been prepared in accordance 
with the requirements of the 
Companies Act 2006.

OPINION ON OTHER 
MATTERS PRESCRIBED BY 
THE COMPANIES ACT 2006

In our opinion the information given 
in the Strategic report and Directors’ 
report for the financial year for which 
the financial statements are prepared 
is consistent with the financial 
statements. 

MATTERS ON WHICH WE ARE 
REQUIRED TO REPORT BY 
EXCEPTION

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

n  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

n  the Company financial statements 

are not in agreement with the 
accounting records and returns; or

n  certain disclosures of Directors’ 

remuneration specified by law are 
not made; or

n  we have not received all the 

information and explanations we 
require for our audit.

Neil Fung-On  
(Senior Statutory Auditor)

For and on behalf of BDO LLP, 
Statutory Auditor

London 
United Kingdom 
22 December 2016

BDO LLP is a limited liability 
partnership registered in England 
and Wales (with registered number 
OC305127).

12    INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2016 

FINANCIAL 
STATEMENTS
Year ended   
30 September 2016

 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS   
AND OTHER COMPREHENSIVE INCOME

For the year ended 30 September 2016

COMPANY STATEMENT OF PROFIT OR LOSS   
AND OTHER COMPREHENSIVE INCOME

For the year ended 30 September 2016

Revenue

Cost of sales

Gross profit

Other operating income

Administrative expenses

Operating profit

Interest income

Profit on ordinary activities before taxation

Tax on profit on ordinary activities

Policyholder tax

Profit for the financial year

All activities of the Group are classed as continuing.

Note

5&6

8

9

2016
£’000

93,770

(488)

93,282

-

(55,392)

37,890

451

38,341 

(5,296)

(12,229)

20,816

2015
£’000

68,244

(504)

67,740 

- 

(47,857)

19,883

284 

20,167

(4,063)

197

16,301 

Revenue

Cost of sales

Gross profit

Administrative expenses

Operating profit

Dividend income

Interest income

Profit on ordinary activities before taxation

Tax on profit on ordinary activities

Profit for the financial year

All activities of the Company are classed as continuing.

Note

8

9

2016
£’000

-

(-)

-

(1,010)

(1,010)

39,649

2

38,641

(78)

38,563

2015
£’000

- 

(-)

-    

(483)

(483)    

8,070 

-         

7,587    

78

7,665 

14    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    15

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

COMPANY STATEMENT OF FINANCIAL POSITION

As at 30 September 2016

As at 30 September 2016

30 September
2016
£’000

30 September
2015
£’000

Note

1 October
2014
£’000

30 September
2016
£’000

30 September
2015
£’000

Note

1 October
2014
£’000

Non-current assets

Long-term investments

Deferred tax asset

Current assets

Other receivables

Cash and cash equivalents

Current liabilities

Trade and other payables

Net assets

Capital and reserves

Called up equity share capital

Profit or loss account

Total equity

12

20

17

18

23 

14,213

-

14,213

9

16,422

16,431

388

388

30,256

57

30,199

30,256

449 

78

527

- 

221 

221

77

77

671

57 

614 

671 

807

-

807

-

50

50

10

10

847

57

790

847

These financial statements were approved by the Board of Directors on 14 December 2016 and are signed on their behalf by: 

I Taylor 
Director 
Company Registration Number: 08860879

Non-current assets

Long-term investments

Intangible assets

Property, plant and equipment

Other receivables

Deferred acquisition costs

Deferred tax assets

12

10

11

13

Investments and cash held for the benefit of policyholders

14

Current assets

Investments

Other prepayments and accrued income

Trade and other receivables

Current tax assets

Cash and cash equivalents

Current Liabilities

Trade and other payables

Current tax liabilities

Non-current liabilities

Provisions for liabilities 

Deferred income liability

Liabilities for linked investment contracts

Deferred tax liabilities

Net assets

Capital and reserves

Called up equity share capital

Share premium account

Capital redemption reserve

Share-based payment reserve

Other reserves

Non-distributable reserves

Profit or loss account

Total equity

15

16

17

18

22

19

14

20

23 

24

25

26

27

-

13,006

2,072

-

31,792

-

392

1,400 

1,403 

-

29,736

78

750

3,187

1,793

809

28,096

-

11,316,471

11,363,341

8,441,189

8,474,198

7,524,053

7,558,688

8,976

9,842

13,012

199

90,571

122,600

14,289

1,685

15,974

26,965

31,792

6,945 

8,311

7,462 

-

88,186 

110,904 

16,037

1,094

17,131

20,802 

29,736

5,004

1,599

12,422

-

76,192

95,217

15,016

1,299

16,315

16,009

28,096

11,316,471

8,441,189

7,524,053

8,495

1,279 

3,012

11,383,723

8,493,006

7,571,170

86,244

74,965

66,420

57

5,722

2

308

32

501

79,622

86,244

57 

5,722 

2

308

-

501

68,375 

74,965 

57

5,722

2

308

-

501

59,830

66,420

These financial statements were approved by the Board of Directors on 14 December 2016 and are signed on their behalf by: 

Ian Taylor 
Director 
Company Registration Number: 08860879

16    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    17

 
 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 September 2016

Cash flows from operating activities

Profit before tax

Adjustments for:

Amortisation and depreciation

Interest

Decrease/(increase) in receivables

(Decrease)/increase in payables

Decrease/(increase) in current asset investments

Decrease/(increase) in long term investments

Decrease/(increase) in provisions

Cash generated from operations

Income taxes paid

Net cash flows from operating activities

Investing activities

(Acquisition)/disposal of tangible assets

(Acquisition)/disposal of subsidiary

Interest received

Net cash from/(used in) investing activities

Financing activities

Equity dividends paid

Net cash used in financing activities

2016
£’000

2015
£’000

38,341

20,167

2,216

(451)

(7,203)

5,578

(2,031)

392

6,163

43,005

(16,932)

26,073

(1,014)

(13,505)

451

(14,068) 

2,365

(284)

(1,020)

(630)

(1,941)

358

4,793

23,808

 (4,071)

19,737

 (189)

-

284 

 95

(9,652)

(9,652)

(7,838)

(7,838)

Net increase/(decrease) in cash and cash equivalents

2,353

11,994

Cash and cash equivalents at beginning of year

Exchange gains/(losses) on cash and cash equivalents

Cash and cash equivalents at end of year

88,186

76,192

32

-

90,571

88,186

Share 
capital

Share 
premium

Other 
reserve

Share 
based 
payment 
reserve

Non-
distrib-
utable 
reserve

Retained 
earnings

Total 
equity

£’000

£’000

£’000

£’000

£’000

£’000

£’000

Balance at 1 Oct 2014

57

5,722

Profit for the year

Dividends paid

ILInt transfer from  
non-linked fund

Other movement

-

-

-

-

-

-

-

-

Balance at 1 October 2015

57

5,722

Profit for the year

Other comprehensive income

Dividends paid

Other movement

-

-

-

-

-

-

-

-

Balance at 30 September 2016

57 

5,722

2

-

-

-

-

2

-

32

-

-

34

308

501

59,831

66,421

-

-

-

-

-

-

-

-

16,301

16,301

(7,838)

(7,838)

65

17

65

17

308

501

68,376

74,966

-

-

-

-

-

-

-

-

20,816

20,816

-

32

(9,652)

(9,652)

82

82 

308

501

79,622

86,244

18    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    19

For the year ended 30 September 2016COMPANY STATEMENT OF CHANGES IN EQUITY

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 September 2016

Year ended 30 September 2016

Balance at 1 Oct 2014

Profit for the year

Dividends paid

Balance at 1 October 2015

Profit for the year

Dividends paid

Balance at 30 September 2016

Share 
capital 
£’000

Share 
premium 
£’000

Capital 
redemption 
reserve 
£’000

Share 
based 
payment 
reserve 
£’000

57

-

-

57

-

-

57 

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Retained 
earnings 
£’000

790

7,665

Total  
equity 
£’000

847

7,665

(7,841)

(7,841)

614

38,563

(8,978)

30,199

671

38,563

(8,978)

30,256

1.  Basis of preparation and significant accounting policies

a) Basis of preparation and adoption of IFRS

The accounting policies set out below have been applied consistently to all periods presented in these financial 
statements and in preparing the opening IFRS statement of financial position as at the transition date of 1 October 
2014 for the purposes of the transition to IFRSs, unless otherwise stated.

The financial statements comply with International Financial Reporting Standards (IFRSs) as adopted by 
the European Union. The financial statements have been prepared on the historical cost basis, except for 
the revaluation of certain financial instruments, have been prepared in sterling and are rounded to the 
nearest thousand. 

The preparation of the financial statements in compliance with adopted IFRS requires the use of certain critical 
accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting 
policies. The areas where significant judgments and estimates have been made in preparing the financial 
statements and their effect are disclosed in note 2. 

These are the Company’s first financial statements prepared in accordance with IFRSs, and IFRS 1 First-time 
Adoption of International Financial Reporting Standards has been applied. An explanation of how the transition 
to IFRSs has affected the reported financial position, financial performance and cash flows of the Company is 
provided in note 34.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. 
Subsidiaries are those entities which the Company controls by having the power to govern the financial and 
operating policies. Subsidiaries are fully consolidated from the date on which control is obtained by the Company 
and are deconsolidated from the date that control ceases. Acquisitions are accounted for under the acquisition 
method. Intercompany transactions, balances, income and expenses, and profits and losses are eliminated. 

The financial statements of all of the wholly owned subsidiary companies are incorporated into the consolidated 
financial statements. Two of these subsidiaries, IntegraLife International Limited (ILInt) and IntegraLife UK Limited 
(ILUK) issue contracts with the legal form of insurance contracts, but which do not transfer significant insurance 
risk from the policyholder to the Company, and which are therefore accounted for as investment contracts. In 
accordance with IAS 39, the contracts concerned are therefore reflected in the consolidated statement of financial 
position as investments held for the benefit of policyholders, and a corresponding liability to policyholders.

b) Future standards, amendments to standards, and interpretations not early-adopted in the 2015 annual 

financial statements.

At the date of authorisation of these financial statements the following standards, amendments to standards, 
and interpretations, which are relevant to the Group, have been issued by the International Accounting 
Standards Board.

IFRS 9 ‘Financial Instruments 

The IASB has issued components of IFRS 9 Financial Instruments, which is the first step in its project to replace 
lAS 39 ‘Financial Instruments: Recognition and Measurement’ in its entirety. The project has three main phases:

n  Phase I: Classification and measurement of financial instruments;
n  Phase II: Amortised cost and impairment of financial assets; and
n  Phase III: Hedge Accounting

20    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    21

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

IFRS 9, as currently issued, includes requirements for the classification and measurement of financial assets and 
liabilities, liabilities derecognition requirements and additional disclosure requirements. The main changes from IAS 
39 include the following:

n  Financial assets are to be classified and measured based on the business model for managing the financial and the 

cash flow characteristics of the financial asset, either at fair value or amortised cost. 

n  A financial asset or liability that would otherwise be at amortised cost may only be designated as at fair value 

through profit or loss if such a designation reduces an accounting mismatch.

n  For financial liabilities designated as at fair value through profit or loss a further requirement is that all changes in 
the fair value of financial liabilities attributable to credit risk be transferred to ‘Other Comprehensive Income’ with 
no recycling through profit or loss on disposal.

This standard is effective for accounting periods beginning on or after 1 January 2018; it is yet to be endorsed by the 
EU. It is not possible to determine the full potential financial impact at this stage, but adoption of the standard is not 
expected to have a significant impact on the Group.

IFRS 15 Revenue from Contracts with Customers

The standard provides a comprehensive new model for revenue recognition. The Group would be required to 
disclose information about its contracts with customers, disaggregating information about recognised revenue and 
information about its performance obligations at the end of the reporting period. 

This standard is effective for accounting periods beginning on or after 1 January 2018; it is yet to be endorsed by 
the EU. The impact of the new standard will be further assessed in more detail, but adoption of the standard is not 
expected to have a significant impact on the Group.

IFRS 16 Leases

The new standard brings most leases on-balance sheet for lessees under a single lessee accounting model, 
eliminating the distinction between operating and finance leases.

This standard is effective for accounting periods beginning on or after 1 January 2019; it is yet to be endorsed by 
the EU. Management is still determining the impact of this standard, and it is dependent on the EU endorsing the 
standard.

c) Critical accounting estimates and judgements

Critical accounting estimates are those which involve the most complex or subjective judgements or assessments. 
The areas of the Group’s business that typically require such estimates are the determination of the fair value for 
financial assets, impairment charges, deferred acquisition costs, deferred fee income and deferred taxes. Each of 
these is discussed in more detail in the relevant accounting policies and notes to the financial statements.

d) Principal accounting policies

Revenue recognition

Revenue represents the fair value of services supplied by the Group, net of value-added tax.  The main revenue 
streams comprise: charges levied on the acquisition of assets, due when transactions complete; annual commission 
levied on the value of assets and cash held on the platform, due at the end of each month; and an annual wrapper 
charge levied on certain wrapper types, due at the end of each quarter.  Charges are levied on Portfolios as stated in 
the Transact Terms and Conditions. Revenue is recognised as follows:

Fee income

Fees charged for managing investment contracts comprise fees taken both on inception and throughout the life 
of the contract. All fee income is recognised as revenue in line with the provision of the investment management 
services.

Deferred acquisition costs and deferred income liabilities

Incremental costs directly attributable to securing investment contracts are deferred. These costs consist of fees 
paid to policyholder financial advisers. The costs are capitalised as deferred acquisition costs and are amortised 
as an expense over the Directors’ best estimate of the life of the contract which is deemed to be ten years, as 
the services are provided. Equal service provision is assumed over the lifetime of the contract and, as such, 
the deferred costs are amortised on a linear basis over the expected life of the contract, adjusted for expected 
persistency. 

A corresponding deferred income liability is recognised in respect of charges taken from customers of the 
Company at the contracts’ inception to meet obligations to financial advisers. Deferred income liabilities are also 
amortised over the Director’s best estimate of the life of the contract, which is again deemed to be ten years.

Investment income

Interest on cash and coupon on shareholder gilts are the two sources of investment income received. Interest 
income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate 
applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the 
financial asset to that financial asset’s carrying amount.

Investments

Fixed asset investments in subsidiaries are stated at cost less any provision for impairment.

Other investments comprise UK Government fixed interest securities backing insurance contracts or held as 
shareholder investments. All investments are classified as ‘fair value through profit or loss at initial recognition’ 
and are stated at quoted bid prices which equates to fair value, with any resultant gain or loss recognised in profit 
or loss. Purchases and sales of securities are recognised on the trade date.

Investment contracts – investments and cash held for the benefit of policyholders

Investment contracts are comprised of unit-linked contracts in ILInt and ILUK. Investment contracts result 
in financial liabilities whose fair value is dependent on the fair value of underlying financial assets. They are 
designated at inception as financial liabilities at ‘fair value through profit or loss’. 

Valuation techniques are used to establish the fair value at inception and each reporting date. The Company’s 
main valuation techniques incorporate all factors that market participants would consider and are based on 
observable market data. The financial liability is measured both initially and subsequently at fair value. The fair 
value of a unit-linked financial liability is determined using the fair value of the financial assets contained within 
the funds linked to the financial liability.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised 
when paid.

Liquid resources

For the purposes of the cash flow statement, liquid resources are defined as current asset investments and short 
term deposits.

Intangible non-current assets

Intangible fixed assets are stated at cost less accumulated amortisation and comprise intellectual property 
software rights. Intellectual property rights are amortised over seven years on a straight line basis as it is 
considered that the code is replaced every seven years, and therefore has a finite useful life.

22    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    23

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

Property, plant and equipment

Segmental reporting

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment 
losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs 
are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is 
probable that future economic benefits associated with the item will flow to the Company and the cost can be 
measured reliably. Repairs and maintenance costs are charged to the statement of income during the period in 
which they are incurred.

The major categories of property, plant and equipment are depreciated on a straight-line basis as follows:

Short Leasehold Land and Buildings  Over 10 years
Over 10 years
Fixtures & Fittings 
Over 3-5 years
Equipment 

Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted if 
appropriate.

Impairment of non-financial assets

Property, plant and equipment and intangible assets are tested for impairment when events or changes in 
circumstances indicate that the carrying amount may not be recoverable. Recoverable amount is the higher of an 
asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of 
the relevant asset).

The Company evaluates impairment losses for potential reversals when events or circumstances warrant such 
consideration.

Goodwill is tested for impairment annually, and once an impairment is recognised this cannot be reversed.

Pensions

The Group makes defined contributions to the personal pension schemes of its employees. These are chargeable 
to profit or loss in the year in which they become payable.

Foreign currencies

Transactions in foreign currencies are translated into the functional currency at the exchange rate in effect at the 
date of the transaction. Foreign currency monetary assets and liabilities are translated to sterling at the year end 
closing rate. Non-monetary assets denominated in a foreign currency that are measured in terms of historical cost 
are translated using the exchange rate in effect at the date when the fair value was determined. Foreign exchange 
rate differences that arise are reported net in profit or loss as foreign exchange gains/losses.

Taxation

The taxation charge is based on the taxable result for the year. The taxable result for the year is determined in 
accordance with enacted legislation and taxation authority practice for calculating the amount of corporation tax 
payable. 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the 
statement of financial position differs from its tax base. Recognition of deferred tax assets is restricted to those 
instances where it is probable that taxable profit will be available against which the difference can be utilised. 

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted 
by the reporting date and are expected to apply when the deferred tax assets/liabilities are recovered/settled.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief 
operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing 
performance of the operating segments and has been identified as the chief executive officer of the Company.

For the year ended 30 September 2016, the business of ILUK and ILInt was the direct insurance of investment 
linked pensions business, written by single premium in the United Kingdom, single premium life assurance linked 
bonds and linked qualifying investment plans written in the United Kingdom. Such contracts are treated as 
investment contracts because they do not carry significant insurance risk.

ILInt and ILUK policyholder assets and liabilities

Investments held for the benefit of policyholders are stated at fair value and reported on a separate line in the 
statement of financial position. The assets are classified using the ‘fair value through profit or loss’ option with any 
resultant gain or loss recognised through the income statement. Investments held for the benefit of policyholders 
also includes cash and cash equivalents held within policyholders’ portfolios of assets.

Investment inflows received from policyholders are invested in funds selected by the policyholders. The resulting 
liabilities for linked investment contracts are accounted for under the ‘fair value through profit or loss’ option, in 
line with the corresponding assets as permitted by IAS 39 

As all investments held for the benefit of policyholders are matched entirely by corresponding linked liabilities, 
any gain or loss on assets recognised through the income statement are offset entirely by the gains and losses on 
linked liabilities. The net impact on profit is therefore £nil.

Client assets and client monies

IFAL client assets and client monies are not recognised in the parent and consolidated statements of financial 
position (see Note 21) as they are owned by the clients of IFAL.

Operating lease agreements

Rental costs under operating leases are charged to the statement of profit or loss and other comprehensive 
income on a straight line basis over the term of the lease. Where an incentive to sign the lease has been taken, 
the incentive is spread on a straight line basis over the lease term. Details of the operating lease commitments are 
set out in Note 28.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits, money market OEIC funds and other short-term 
deposits with an original maturity of three months or less. The carrying amount of these assets approximates to 
their fair value.

Financial instruments

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions 
of the instrument. Financial assets are derecognised when the rights to receive cash flows from the assets 
have expired or have been transferred and the Company has transferred substantially all risks and rewards 
of ownership. Financial liabilities are derecognised when the obligation specified in the contract is discharged, 
cancelled or expires.

24    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    25

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

At initial recognition, the Company classifies its financial instruments in the following categories:

2.  Critical accounting estimates and judgements

(i)  Financial assets and liabilities at fair value through profit or loss

A financial asset or liability is classified in this category if acquired principally for the purpose of selling or 
repurchasing in the short-term.

Financial instruments in this category are recognised initially and subsequently at fair value. Transaction costs 
are expensed in the consolidated statement of income. Gains and losses arising from changes in fair value are 
presented in the consolidated statement of income within “administrative expenses” in the period in which 
they arise. Financial assets and liabilities at fair value through profit or loss are classified as current except 
for the portion expected to be realised or paid beyond twelve months of the balance sheet date, which are 
classified as long-term. 

(ii)  Available-for-sale investments 

Available-for-sale investments are non-derivatives that are either designated in this category or not classified 
in any of the other categories. The Company’s available-for sale assets comprise investments in debt and 
equity securities.

Available-for-sale investments are recognised initially at fair value plus transaction costs and are subsequently 
carried at fair value. Gains or losses arising from remeasurement are recognised in other comprehensive 
income. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved 
from accumulated other comprehensive income to the statement of income and are included in “administrative 
expenses”. Available-for-sale investments are classified as non-current, unless an investment matures within 
twelve months, or management expects to dispose of it within twelve months.

Interest on available-for-sale debt instruments, calculated using the effective interest method, is recognised in 
the statement of income as part of interest income.

(iii)  Loans and receivables 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not 
quoted in an active market. The Company’s loans and receivables comprise accrued fees, trade and other 
receivables and cash and cash equivalents, and are included in current assets due to their short-term nature. 
Loans and receivables are initially recognised at the amount expected to be received, less, when material, a 
discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured 
at amortised cost using the effective interest method less any provisions for impairment.

(iv) Financial liabilities at amortised cost

Financial liabilities at amortised cost comprise trade and other payables. These are initially recognised 
at the amount required to be paid, less, when material, a discount to reduce the payables to fair value. 
Subsequently, trade payables are measured at amortised cost using the effective interest method. They are 
classified as current liabilities due to their short-term nature.

Provisions for liabilities

Provisions are recognised when the Company has an obligation, legal or constructive, as a result of a past 
event, and it is probable that the Company will be required to settle that obligation. Provisions are estimated at 
the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date, and are 
discounted to present values where the effect is material.

Trade and other payables

Other payables are short-term, not interest-bearing and are stated at their amortised cost which is not materially 
different to cost and approximates to fair value.

In preparing these financial statements, management has made judgements, estimates and assumptions about 
the future that affect the application of the Group’s accounting policies and the reported amounts of assets, 
liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised 
prospectively.

Impairment of accrued fees pending

The Group has recognised an impairment of £181,460 (2015: £117,474) for accrued fees owed by customers. 
This comprises accrued fees that have not been received after three months, and also all fees due on portfolios 
that comprise only limited liquidity assets. Management believes, based on past experience, that these fees are 
unlikely to be received, and an impairment has therefore been recorded in the statement of profit or loss. 

Impairment of financial assets

At each reporting date, the Company assesses whether there is objective evidence that a financial asset (other 
than a financial asset classified as fair value through profit or loss) is impaired. A financial asset is only impaired 
if there is objective evidence of impairment as a result of one or more events that have occurred after the initial 
recognition of the asset (a ”loss event”) and that loss event (or events) has an impact on the estimated future 
cash flows of the receivable that can be reliably estimated.

The criteria used to determine objective evidence of an impairment loss include:

(i) significant financial difficulty of the obligor;
(ii) delinquencies in interest or principal payments; and
(iii) it becomes probable that the borrower will enter bankruptcy or other financial reorganisation.

For equity securities, a significant or prolonged decline in the fair value of the security below its cost is also 
evidence that the assets are impaired.

If such evidence exists, the Company recognises an impairment loss, as follows:

(i)  Financial assets carried at amortised cost: The loss is the difference between the amortised cost of the loan or 
receivable and the present value of the estimated future cash flows, discounted using the instrument’s original 
effective interest rate. The carrying amount of the asset is reduced by this amount and the amount of the loss 
is recognised in the profit or loss for the period.

(ii) Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset 
and its fair value at the measurement date, less any impairment losses previously recognised in the statement 
of income. This amount represents the loss in accumulated other comprehensive income that is reclassified to 
net income.

Impairment losses on financial assets carried at amortised cost and available-for-sale debt instruments are 
reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively 
to an event occurring after the impairment was recognised. Impairment losses on available-for-sale equity 
instruments are not reversed.

26    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    27

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

3.  Financial instruments

(i)  Principal financial instruments

The principal financial instruments, from which financial instrument risk arises, are as follows:

n  Trade and other receivables
n  Accrued fees
n  Cash and cash equivalents
n  Investments in quoted debt instruments
n  Listed shares and securities
n  Trade and other payables

(ii)  Financial instruments by category 

As explained in Note 1, financial assets and liabilities have been classified into categories that determine their 
basis of measurement and, for items measured at fair value, whether changes in fair value are recognised in the 
statement of income or other comprehensive income. The following tables show the carrying values of assets and 
liabilities for each of these categories.

Financial assets:

Fair value through 
profit or loss

Loans and  
receivables

Available 
for sale

30 Sep 
2016 
£’000

30 Sep 
2015 
£’000

30 Sep 
2016 
£’000

30 Sep 
2015 
£’000

30 Sep 
2016 
£’000

30 Sep 
2015 
£’000

Cash and cash equivalents

Listed shares and securities

Investments in quoted debt 
instruments

Investments in unquoted equity 
instruments with no active market

Accrued income

Trade and other receivables

Investments and cash held for the 
policyholders

Deferred acquisition costs

Current tax asset

Deferred tax asset

-

51

-

63

8,925

6,882

-

-

-

-

-

-

90,571

88,186

-

-

-

-

-

-

6,806

13,013

5,919

7,462

11,316,471

8,441,188

-

-

-

-

-

-

-

-

31,792

29,736

199

-

-

78

Total financial assets

11,325,447 8,448,133

142,381

131,381

-

-

-

-

-

-

-

-

-

-

-

-

-

-

392

-

-

-

-

-

-

392

Financial liabilities:

Trade and other payables

PAYE and other taxation

Corporation tax

Accruals

Deferred income liability

Liabilities for linked investments  
contracts

Deferred tax liabilities

Fair value through profit or loss

Amortised cost

30 Sep 
2016 
£’000

30 Sep 
2015 
£’000

-

-

-

-

-

-

-

-

-

-

30 Sep 
2016 
£’000

5,800

1,621

1,685

6,867

30 Sep 
2015 
£’000

9,329

487

1,094

6,222

31,792

29,736

11,316,471

8,441,189

-

-

Total financial liabilities

11,316,471

8,441,189

(iii)  Financial instruments not measured at fair value

-

-

8,495

56,260

1,279

48,147

Financial instruments not measured at fair value include cash and cash equivalents, accrued fees, trade and other 
receivables, and trade and other payables. Due to their short-term nature, the carrying value of these financial 
instruments approximates their fair value.

(iv) Financial instruments measured at fair value – fair value hierarchy

The table below classifies financial assets that are recognised on the statement of financial position at fair value in 
a hierarchy that is based on significance of the inputs used in making the measurements. The levels of hierarchy 
are disclosed in Note 1.

Investments held for the benefit of policyholders are stated at fair value and reported on a separate line in the 
statement of financial position. The assets are classified using the ‘fair value through profit or loss’ option with any 
resultant gain or loss recognised through the income statement. 

Assets held at fair value also comprises investments held in gilts, and these are held at fair value through profit 
and loss.

The following table shows the Group’s financial assets and liabilities measured at fair value and split into the three 
levels described below: 

n  Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; 

n  Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability 

either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

n  Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

28    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

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NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

Level 1 
£’000

Level 2 
£’000

Level 3 
£’000

Total 
£’000

Changes to valuation methodology

There have been no changes in valuation methodology during the year under review. 

At 30 September 2016

Financial assets designated at fair value 
through the income statements

- Investments and securities

- Bonds and other fixed-income securities

306,461

822,930

65,480

12,743

- Holdings in collective investment schemes

8,069,840

2,042,262

1,885

1,606

2,235

373,827

837,279

10,114,337

Total

9,199,231

2,120,485

5,726

11,325,443

At 30 September 2015 

Financial assets designated at fair value  
through the income statements

Level 1 
£’000

Level 2 
£’000

Level 3 
£’000

Total 
£’000

- Investments and securities

- Bonds and other fixed-income securities

250,858

620,238

49,051

12,383

- Holdings in collective investment schemes

6,256,225

1,254,417

710

1,556

2,694

300,619

634,176

7,513,336

 Total

7,127,321

1,315,850

4,960

8,448,131

Level 1 valuation methodology

Financial assets included in Level 1 are measured at fair value using quoted mid prices that are available at the 
reporting date and are traded in active markets. These financial assets are mainly collective investment schemes 
and listed equity instruments.

Level 2 and Level 3 valuation methodology

The Group regularly reviews whether a market is active, based on available market data and the specific 
circumstances of each market. Where the Group assesses that a market is not active, then it applies one or more 
valuation methodologies to the specific financial asset. These valuation methodologies use quoted market prices 
where available, and may in certain circumstances require the Group to exercise judgement to determine fair value.

Financial assets included in Level 2 are measured at fair value using observable mid prices traded in markets that 
have been assessed as not active enough to be included in Level 1.

Otherwise, financial assets are included in Level 3. These are assets where one or more inputs to the valuation 
methodology are not based on observable market data.

Level 3 sensitivity to changes in unobservable measurements

For financial assets assessed as Level 3, it is believed that any change to the unobservable inputs used to measure 
fair value would not result in a significantly higher or lower fair value measurement. 

Transfers between Levels

The Group’s policy is to assess each financial asset it holds at the current financial year-end, based on the last 
known price and market information, and assign it to a Level. 

Transfers from Level 1 to Level 2 are made where the Group determines that the market is now not active enough 
to be Level 1, or the Group is not able to get a quoted price on the reporting date. 

Transfers from Level 2 or 3 to Level 1 are made where the Group determines that the market is now active enough 
to be Level 1, and the Group is also able to get a quoted price on the reporting date. 

Transfers from Level 1 or 2 to Level 3 are made where the Group determines that one or more of the inputs to the 
valuation methodology is now unobservable.

Transfers from Level 3 to Level 2 are made where the Group determines that all of the inputs to the valuation 
methodology are now observable.

Transfers between Levels between 30 September 2015 and 30 September 2016 are presented in the table below 
at their valuation at 30 September 2016:

Transfers from

Transfers to

Level 1

Level 1

Level 2

Level 2

Level 3

Level 3

Level 2

Level 3

Level 1

Level 3

Level 1

Level 2

 £’000s 

1,910

199

39,237

10

-

1,237

The reconciliation between opening and closing balances of Level 3 assets are presented in the table below (all 
balances are in £’000s):

Balance at 30 September 2015

Unrealised gains or losses in the year ended 30 September 2016

Transfers in to Level 3 at 30 September 2016 valuation

Transfers out of Level 3 at 30 September 2015 valuation

Purchases, sales, issues and settlement

Balance at 30 September 2016

£’000s

4,960

1,003

209

(259)

(187)

5,726

Realised and unrealised gains or losses for the period are recognised in “administrative expenses” in the 
Statement of Comprehensive Income.

30    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    31

 
 
 
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

4.  Risk and risk management

The Company’s regulated subsidiaries carries out different types of stress testing:

This note supplements the details provided in the Risk and risk management section of this report on pages 5 to 9.

n  Sensitivity tests, where one risk factor is assumed to vary and others are assumed to remain unchanged;

Risk assessment

n  Scenario testing, where a combination of risk factors are assumed to vary; and

Risk assessment is the determination of quantitative and/or qualitative values of risk related to a concrete 
situation and a recognised threat. Quantitative risk assessment requires calculations of two components of risk, 
the magnitude of the potential impact, and the likelihood that the risk materialises. There are also qualitative 
aspects that are more difficult to express quantitatively, but are still taken into account in order to fully evaluate 
the impact of the risk on the organisation.

Risk culture

Risk culture is defined by the following statements:

n  The Company has adopted a risk culture that has risk management informing into its strategic decision making 

n  Reverse stress testing, where risk factors are assumed to be stressed to such an extent as to break the business 

model.

Further information on the types and management of specific risks faced by the Company are described below:

(1) Market risk

Description of risk

Market risk is the risk of loss arising either directly or indirectly from fluctuations in the level and in the volatility of 
market prices of assets, liabilities and other financial instruments.

and business planning process.

Market risk from reduced income

n  The Company pro-actively seeks to identify risks through its risk horizon scanning process.

n  The Group Risk Committee assists the Board in fostering a culture within the Company that encourages good 

stewardship of risk and emphasises and demonstrates the benefits of a risk-based approach to internal control 
and management of the Company.

n  The Company manages its risks within a robust and embedded risk culture. This is achieved by:

  - Continuous risk management training and communication at all levels;

  - Close relationship and coaching from the Risk Management function to all areas of the business; and

  - Risk management objectives are incorporated in the job descriptions and roles and responsibilities. 

n  The Company believes training is essential to integrate the risk management culture into the business.

Risk preferences

The Company’s risk preferences are articulated as follows:

n  The Company ensures risks that are taken are aligned with our strategic aims and provide an acceptable level of 

return.

n  The Company accepts certain business risks (e.g. outflow, market, expense, operational and new business) and 

ensures these are appropriately managed and mitigated if required.

n  The Company has a preference for products with low capital requirements and without financial guarantees. 
Additionally, the Company has a preference for secondary market risk through charges determined based on 
customers’ portfolio values. This is central to the Company’s proposition and we accept the potential impact on 
financial performance.

The Company’s dividend income from its regulated subsidiary IFAL is exposed to market risk. IFAL’s main source 
of income is derived from annual management fees and transaction fees which are linked to the value of the 
customers’ portfolios.

Market risk from direct asset holdings

The Company has limited exposure to primary market risk as its surplus capital is invested in high quality, highly 
liquid, short-dated investments.

(a) Interest rate risk

The Company’s balance sheet and capital requirements are relatively insensitive to first order impacts from 
movements in interest rates. 

(b) Currency risk

The Company is not directly exposed to significant currency risk.

(c) Inflation risk

The Company has exposure related to expense inflation risk, where actual inflation deviates from expectations. 
The Company has no exposures to defined benefit staff pension schemes or customer related index linked 
liabilities. 

(2) Credit (counterparty default) risk

Credit risk is the risk that the Company is exposed to a loss if another party fails to meet its financial obligations. 
For the Company, the exposure to counterparty default risk arises primarily from:

n  corporate assets directly held by the Company; and

n  The Company does not actively seek to take operational risk to generate returns. It accepts a level of 

n  exposure to other debtors. 

operational risk that means the controls in place should prevent material losses, but should not excessively 
restrict business activities.

n  The Company has zero risk appetite for unfair customer outcomes arising from systematic failures in its cultural 

outlook or in any element of the customer life cycle.

Stress testing

Risk models are used as part of stress testing to determine the financial stability of the Company’s regulated 
subsidiaries. This involves testing beyond normal operational capacity, often to a breaking point, in order to 
observe the outcomes and evaluate available management actions. The stress testing outcomes provide additional 
information to adjust the Company’s risk appetite.

Counterparty default risk exposure to other debtors

The Company has no prepayments or other debtors arising, due to the nature of its business, and the structure of 
the Group.

Impact of credit risk on fair value

Due to the limited direct exposure that the Company has to credit risk, credit risk does not have a material impact 
on the fair value movement of financial instruments for the year under review. The fair value movements on these 
instruments are predominantly due to changes in market conditions.

32    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

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NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

(3) Liquidity risk

Liquidity risk is the risk that cash is not accessible such that the Company, although solvent, does not have sufficient 
financial resources to meet obligations as they fall due, or can secure such resources only at excessive cost.

As a holding company, the Company’s direct liquidity risk is limited to paying out dividends and operating 
expenses it may incur.

Maturity schedule

The following table shows an analysis of the financial assets and financial liabilities by remaining expected 
maturities as at 30 September 2015 and 30 September 2016:

Financial assets:

As at 30 September 2015

Deferred acquisition costs

Up to 3 
months 
£’000

3-12 
 months 
£’000

1-5 years 
£’000

Over  
5 years 
£’000

Total 
£’000

1,401

4,075 

16,589

7,671 

29,736 

Investments and cash held for the 
policyholders

8,441,189 

Investments

Long-term investments

Deferred tax asset

Accrued income

Trade and other receivables

Current tax asset

Cash

Total

63 

-

-  

5,919 

7,462 

-

88,186

-

6,882

-

-

-

-  

-

-

-

-  

-

78 

-

-

-

-

-  

-  

392

-  

-

-

-

-

8,441,189 

6,945

392

78

5,919 

7,462 

-

88,186 

8,544,220 

10,957 

16,667 

8,063 

8,579,907 

As at 30 September 2016

Deferred acquisition costs

Up to 3 
months 
£’000

3-12  
months 
£’000

1-5 years 
£’000

Over  
5 years 
£’000

Total 
£’000

1,498 

4,304 

17,479 

8,511

31,792

Investments and cash held for the 
policyholders

11,316,471 

Investments

Deferred tax asset

Accrued income

Trade and other receivables

Current tax asset

Cash

Total

51

-

6,806

12,991

90,571 

-

8,925

-

-

21

199

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

11,316,471

8,976 

-

6,806

13,012

199

90,571 

11,428,388 

13,450 

17,479 

8,511  11,467,827 

Financial liabilities:

As at 30 September 2015

Deferred income liabilities

Liabilities for linked 
investment contracts

Deferred tax liabilities

Trade and other payables

Current tax liabilities

Total

As at 30 September 2016

Deferred income liabilities

Liabilities for linked 
investment contracts

Deferred tax liabilities

Trade and other payables

Current tax liabilities

Total

Up to  
3 months 
£’000

3-12  
months 
£’000

1,401

4,075

1-5 
 years 
£’000

16,589

Over  
5 years 
£’000

7,671

8,441,189 

90 

15,994 

270 

-

7

1,087

1,244 

(325) 

43 

-

-

-

Total 
£’000

29,736 

8,441,189

1,279 

16,037 

1,094 

8,458,681 

5,432 

17,876 

7,346 

8,489,335 

Up to 3 
months 
£’000

3-12  
months 
£’000

1-5  
years 
£’000

Over  
5 years 
£’000

Total 
£’000

1,498 

4,304 

17,479 

8,511 

31,792 

11,316,471 

-

-

-

11,316,471 

377 

1,141 

5,102 

1,875 

14,289 

(45) 

11,332,590 

-

1,731 

7,176 

-

-

-

-

8,495 

14,289 

1,686 

22,581 

10,386  11,372,733 

Financial assets held in portfolio investments and the corresponding liabilities are deemed to have a maturity of up 
three months since the liabilities are repayable on demand. In practice the contractual maturities of the underlying 
assets may be longer than three months, but the majority of assets held within portfolios are highly liquid.

(4) Outflow risk

Outflows occur when funds are withdrawn from the platform for any reason. Outflows typically occur where 
customers’ circumstances and requirements change. However, these outflows can also be triggered by operational 
failure, competitor actions or external events such as regulatory or economic changes.

Outflow risk is mitigated by focusing on providing exceptionally high levels of service. Outflow rates are closely 
monitored and unexpected experience is investigated. Despite the current challenging and uncertain economic and 
geopolitical environment, outflow rates remain low and stable.

(5) Expense risk

Expense risk arises where costs increase faster than expected or from one off expense shocks. As a significant 
percentage of the Group’s expenses are staff related, the key inflationary risk arises from salary inflation.

The Group’s expenses are governed at a high level by the Group’s Expense Policy. The monthly management 
accounts are reviewed against projected future expenses by the Board and by senior management and action is 
taken where appropriate. 

34    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

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NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

(6) Operational risk

5.  Segmental reporting

Operational risk is the risk of loss arising from inadequate or failed internal processes, people and systems, or 
from external events.

This risk has been identified as being a key risk for the Group. This risk arises mainly from the regulatory 
requirements IFAL needs to meet whilst administering its business and from the Third Party Administration 
arrangements with ISL.

The revenue and profit before tax are attributable to activities carried out in the UK. 

The Group has three classes of business as follows:
n  provision of investment management services
n  transaction of ordinary long term insurance and underwriting life assurance
n  provision of consultancy services 

Operational risk exposure and concentration

Analysis by class of business is given below:

The key operational risks are IT infrastructure and Business Continuity Plan failure risk, regulatory risk, operational 
process risk, financial process risk, information security risk, outsourcing risk, CASS risk and cyber risk. 

Operational risk mitigation

The Company aims to minimise operational risk at all times through a strong and well-resourced control and 
operational structure. This is supported by the strong corporate governance structure that is embedded in the 
Group as a whole. 

(7) Brand and reputation risk

Reputational risk is the risk that current and potential clients’ desire to do business with the Group reduces due to 
perception of the service in the market place. It should be noted that clients don’t directly purchase wrappers from 
the Company – they are provided as part of the Transact wrap service. Therefore the reputation of the Transact 
brand is where the risk lies.

Risk exposure

The Transact brand is exposed to a wide range of future events which may have a significant adverse impact on its 
reputation. These include consequences of operational risk events e.g. errors, fraud or regulatory fines. In these 
cases, reputational risk would be triggered on the event of the operational risk failure becoming public knowledge. 
External reputational risk could also arise from public opinion of the wrap sector as a whole diminishing. 
Reputational risk can be triggered by a one-off event resulting in a significant loss or could be the result of a 
gradual decline in how the Group is perceived.

Risk mitigation

The risk that reputational damage control is not properly managed is monitored through the Risk Management 
Framework and is mitigated to some extent by internal operational risk controls, error management and 
complaints handling processes, and root cause analysis investigations. 

(8) Conduct risk

This is the risk of acting against customers’ best interests with consequential damage to the long term 
sustainability of the business.

The Group has no appetite for unfair customer outcomes arising from systematic failures in its cultural outlook 
or in any element of the customer life cycle. This includes meeting the requirements of treating customers fairly. 
The Group uses various indicators to monitor performance against this appetite, including customer retention, 
complaints and errors.

Revenue

Investment management services

Insurance and life assurance business

Consultancy services

Profit before tax

Investment management services

Insurance and life assurance business

Consultancy services

Net assets

Investment management services

Insurance and life assurance business

Consultancy services

2016 
£’000

37,853

55,817

100

93,770

11,393

26,808

139

38,341

38,100

47,456

688

86,244

2015 
£’000

35,672

 32,572 

-

68,244

9,540

10,627

-

20,167

53,479

21,486

-

74,965

The figures above comprise the results of the companies that fall directly into each segment, as well as a proportion 
of the results from the other Group companies that only provide services to the revenue-generating companies. 
This therefore has no effect on revenue, but has an effect on the profit before tax and net assets figures. 

The Company’s income is generated solely from dividends received from subsidiaries.

6.  Revenue

Group

Fee income

Other operating income

Consultancy income

The Company’s income is generated solely from dividends received from subsidiaries.

2016 
£’000

68,257

25,413

100

93,770

2015 
£’000

63,643

4,602

-

68,244

36    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

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NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

7.  Expenses by nature

Staff (including executive Directors) costs during the year, included within administrative expenses, were as follows:

The following expenses are included within administrative expenses:

Group

Depreciation

Amortisation

Wages and employee benefits expense

Auditor’s remuneration:

- auditing of the financial statements of the Company pursuant to legislation

- auditing of the financial statements of subsidiaries 

- other assurance services

- taxation service

Other Auditor’s remuneration:

- auditing of the financial statements of subsidiaries

- other assurance services

Impairment losses

Operating lease costs:

- Land and buildings

- Equipment

Company

Auditor’s remuneration:

- auditing of the financial statements of the Company pursuant to legislation

- other assurance services

- taxation services

Impairment losses

Wages and employee benefits expense

2016 
£’000

872

1,345

25,623

10

92

99

78

73

83

554

1,783

8

10

10

78

392

The average number of staff (including executive directors) employed by the Group during the financial year 
amounted to:

Customer services staff

Corporate and client accounting staff

Technical and support staff

Software development staff

Sales staff

2016 
No.

177

50

130

60

25

442

2015 
£’000

579 

1,786 

21,466

10 

98 

95 

-

81

65

1,295

1,820 

38 

10 

2 

-

392 

2015 
No.

166

52

104

-

30

352

Wages and salaries

Social security costs

Other pension costs

2016 
£’000

21,542

2,353

1,728

2015 
£’000

18,534 

2,087 

845 

25,623

21,466

Compensation of key management personnel

Key management personnel are defined as those persons having authority and responsibility for planning, directing 
and controlling the activities of the entity and as such, only Directors are considered to meet this definition. 

Short term employee benefits

Post employment benefits

Highest paid Director:

Short term employee benefits 

Post employment benefits

Number of Directors for whom pension contributions are paid

8.  Interest income

2016 
£’000

1,566

84

1,650

465

23

3

2015 
£’000

1,078 

110 

1,188

443 

26

3           

Interest income on bank deposits

Interest income on loans

Interest income on financial assets  
at fair value through profit or loss

Other interest

Group 
2016 
£’000

Company 
2016 
£’000

Group 
2015 
£’000

Company 
2015 
£’000

145

-

306

-

451

2

-

-

-

2

144

30

100

10

284

-

-

-

-

-

38    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    39

 
NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

Company

a) Analysis of charge in year

Deferred tax charge/(credit) (see note 20)

Total

b) Factors affecting tax charge for the year 
Profit on ordinary activities before tax

Profit on ordinary activities multiplied by effective rate of Corporation Tax 20% 
(2015: 20.5%)

Deferred tax charge/(credit) (see note 20)

Effects of:

Income not taxable and expenses not deductible for tax purposes, multiplied 
by effective rate of Corporation Tax 20% (2015: 20.5%)

Total

2016 
£’000

78

78

2016 
£’000

2015 
£’000

(78) 

(78)       

2015 
£’000

38,641

7,587     

7,728

78

1,555 

(78)

(7,728)

78

(1,555)       

(78)

9.  Tax on profit on ordinary activities

Group

a) Analysis of charge in year

The income tax expense comprises:

Corporation tax

Corporation tax – under-provision in previous year

Total

Movement in deferred tax asset 

Movement in deferred tax liability (note 20)

Deferred tax charge/(credit)

Total

2016 
£’000

5,197

21

5,218

78

-

78

2015 
£’000

4,079 

55     

4,134 

(78) 

7

(71)

5,296

4,063       

b) Factors affecting tax charge for the year

The tax on the Company’s profit before tax differs from the amount that 
would arise using the weighted average tax rate applicable to profits of the 
consolidated entities as follows:

Profit on ordinary activities before tax

38,341

20,167     

Profit on ordinary activities multiplied by effective rate of Corporation Tax  
20% (2015: 20.5%)

Deferred tax charge/(credit) (see note 20)

Effects of:

7,668

78

4,134 

(71)

Income not taxable and expenses not deductible for tax purposes, multiplied  
by effective rate of Corporation Tax 20% (2015: 20.5%)

(2,191)

242       

Profits not taxable, multiplied by effective rate of Corporation Tax 20% 
(2015: 20.5%)

Corporation tax – under-provision in prior year

Profits charged at different rates to UK Corporation Tax rate

Total

Changes in tax rates

(285)

(288)

12

14

46 

 - 

5,296

4,063 

As a result of the Finance Bill 2015 the rate of Corporation Tax was reduced from 21% to 20% with effect from 1 
April 2015, this gives an effective rate of 20% for the Group for the year ended 30 September 2016.

40    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    41

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

10.  Intangible assets – Group

11.  Property, plant and equipment – Group

Cost

At 1 October 2014

At 30 September 2015

Amortisation

At 1 October 2014

Charge for the year

At 30 September 2015

Net Book Value

At 30 September 2014

At 30 September 2015

Cost

At 1 October 2015

Addition in the year (see note 29)

At 30 September 2016

Amortisation

At 1 October 2015

Charge for the year

At 30 September 2016

Net Book Value

At 30 September 2015

At 30 September 2016

Software 
and IP rights 
£’000

Goodwill 
£’000

12,505 

12,505 

9,318 

1,786 

11,104

3,187 

1,400 

12,505 

-

12,505 

 11,105 

1,345 

12,450

1,400 

55 

- 

- 

- 

- 

-

- 

- 

- 

12,951

12,951 

 - 

- 

-

- 

12,951 

Total 
£’000

12,505

12,505

9,318

1,786

11,104

3,187

1,400

12,505

12,951

25,456

11,105

1,345

12,450

1,400

13,006

Amortisation of intangibles is recognised within administrative expenses in the profit or loss account.

Short 
Leasehold 
Land and 
Buildings 
£’000

Equipment 
£’000

Fixtures 
and 
Fittings 
£’000

Motor 
vehicles 
£’000

Cost

At 1 October 2015

Additions

Disposals

At 30 September 2016

Depreciation

At 1 October 2015

Charge for the year

Disposals

At 30 September 2016

Net Book Value

At 30 September 2015

At 30 September 2016

Cost

At 1 October 2014

Additions

Disposals

1,242

373

-

1,615

362 

163

-

525

880 

1,090

1,242

-

-

At 30 September 2015

1,242

Depreciation

At 1 October 2014

Charge for the year

Disposals

At 30 September 2015

Net Book Value

At 30 September 2014

At 30 September 2015

238 

124

-

362

1,004

880

1,463 

739

(589)

1,613

1,045 

446

(589)

902

418 

711

1,420 

189

(146)

1,463

759 

432

(146)

1,045

661

418

226 

327

-

553

121 

235

-

356

105 

197

227 

-

-

227

99 

23

-

122

128

105

- 

101

-

101

- 

27

-

27

- 

74

- 

-

-

-

- 

-

-

-

-

-

Additions in the year includes £526k from the acquisition of IAD (see note 29).

The Company holds no property, plant and equipment.

Total 
£’000

2,931 

1,540

(589)

3,882

1,528 

871

(589)

1,810

1,403 

2,072

2,889 

189

(146)

2,932

1,096 

579

(146)

1,529

1,793

1,403

42    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    43

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

12.  Long-term investments

Group

At 1 October 2015

Impairment

At 30 September 2016 

Net book value

At 30 September 2015

At 30 September 2016

At 1 October 2014

Additions

Impairment

At 30 September 2015 

Net book value

At 30 September 2014

At 30 September 2015

Company

At 1 October 2015

Additions (see note 29)

Impairment

At 30 September 2016 

Net book value

At 30 September 2015

At 30 September 2016

At 1 October 2014

Additions

Impairment

At 30 September 2015 

Net book value

At 30 September 2014

At 30 September 2015

Total 
£’000

392

(392)

-

392 

-

750

34

(392)

392

750 

392

449

14,156

(392)

14,213

449 

14,213

807

34

(392)

449

807 

449

Name of Company

Holding

% Held

Incorporation  
and significant 
place of business

Business

Direct holdings

Integrated Financial Arrangements Ltd

Ordinary Shares

100% 

United Kingdom

IntegraFin Services Limited

Ordinary Shares

100%

United Kingdom

Transact IP Limited

Ordinary Shares

100%

United Kingdom

Integrated Application Development Pty Ltd Ordinary Shares

100%

Australia

Investment 
Management

Services 
Company

Software 
provision & 
development

Software 
maintenance

Objective Asset Management Limited

Ordinary Shares

100%

United Kingdom

Dormant

Indirect holdings

IntegraFin Limited

Ordinary Shares

100%

United Kingdom

Non-trading

Transact Nominees Limited

Ordinary Shares

100%

United Kingdom

Non-trading

IntegraLife UK Limited

Ordinary Shares

100%

United Kingdom

Life Insurance

IntegraLife International Limited

Ordinary Shares

100%

Isle of Man

Life Assurance

ObjectMastery (UK) Limited

Ordinary Shares

100%

United Kingdom

Consultancy

Objective Funds Limited

Ordinary Shares

100%

United Kingdom

Dormant

Objective Wealth Management Limited

Ordinary Shares

100%

United Kingdom

Dormant

IntegraFin (Australia) Pty Limited

Ordinary Shares

100%

Australia

Non-trading

Transact Trustees Limited

Ordinary Shares

100%

United Kingdom

Non-trading

The group has 100% voting rights on shares held in each of the subsidiary undertakings.

The above subsidiaries have all been included in the consolidated financial statements. The results of IntegraLife 
International Limited and IntegraLife UK Limited are included as described in the basis of consolidation accounting 
policy in note 1.

Integrated Financial Arrangements Ltd is authorised and regulated by the Financial Conduct Authority. The 
principal activity of the company and its subsidiaries is the provision of “Transact”, a wrap service that arranges 
and executes transactions between clients, their financial advisers and financial product providers including 
investment managers and stockbrokers.

IntegraFin Services Limited (ISL), is the Group services company. All intra-group service contracts are held by this 
services company.

Integrated Application Development Pty Ltd (IAD) provides software maintenance services to the Group. IAD was 
acquired by the Company on 1 July 2016 (see note 29).

IntegraFin Limited is the trustee of the IntegraSIP Share Incentive Plan, which was set up to allocate Class C 
Shares in the capital of the Company to staff. IntegraFin Limited undertakes no other activities.

Transact Nominees Limited holds customer assets as a nominee company on behalf of Integrated Financial 
Arrangements Ltd.

44    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    45

 
NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

IntegraFin (Australia) Pty Limited is currently non-trading.

15.  Current asset investments

Transact IP Limited licenses its proprietary software to other members of the IHL Group.

IntegraLife UK Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct 
Authority and the Prudential Regulation Authority. Its principal activity is the transaction of ordinary long term 
insurance business within the United Kingdom.

IntegraLife International Limited is authorised and regulated by the Isle of Man Financial Services Authority and 
its principal activity is the transaction of ordinary long term insurance business within the United Kingdom through 
the Transact Offshore Bond.

13.  Deferred acquisition costs

Opening balance

Capitalisation of deferred acquisition costs

Amortisation of deferred acquisition costs

Change in deferred acquisition costs

Closing balance

2016 
£’000

29,736

7,966

(5,909)

2,057

31,793

2015 
£’000

28,096

7,011

(5,371)

1,640

29,736

14.  Non-current asset investments – ILInt and ILUK

Investments and cash held for the benefit of policyholders

ILInt

Cash and cash equivalents held for the 
benefit of the policyholder

Investments held for the benefit of the 
policyholder

ILUK

Cash and cash equivalents held for the 
benefit of the policyholder

Investments held for the benefit of the 
policyholder

2016 
Cost 
£’000

2016 
Fair value 
£’000

2015 
Cost 
£’000

2015 
Fair value 
£’000

82,931

82,931

60,892

60,892

1,637,842

2,928,144

1,082,219

1,902,625

1,720,773

3,011,075

1,143,111

1,963,517

715,881

715,881

539,089

539,089

6,898,345

7,589,515

6,074,081

5,938,583

7,614,226

8,305,396

6,613,170

6,477,672

Listed shares and securities

Gilts

Investments held as current assets are held at fair value.

16.  Other prepayments and accrued income

Accrued income

Prepayments

17.  Trade and other receivables

Amounts owed by Group undertakings

Interest receivable

Other receivables

Amounts due from HMRC

18.  Trade and other payables

Group 
30 Sep 
2016 
£’000

-

8

1,550

11,454

13,012

Group 
30 Sep 
2016 
£’000

364

1,621

-

5,436

6,867

14,289

Company 
30 Sep 
2016 
£’000

9

-

-

-

9

Company 
30 Sep 
2016 
£’000

-

12

8

5

363

388

Group 
30 Sep 
2016 
£’000

51

8,925

8,976

Group 
30 Sep 
2016 
£’000

6,806

3,036

9,842

Group 
30 Sep 
2015 
£’000

-

23

1,995

5,444

7,462

Group 
30 Sep 
2015 
£’000

317

487

-

9,012

6,221

16,037

Group 
30 Sep 
2015 
£’000

63

6,882

6,945

Group 
30 Sep 
2015 
£’000

5,919

2,392

8,311

Company 
30 Sep 
2015 
£’000

-

-

-

-

-

Company 
30 Sep 
2015 
£’000

-

-

65

-

12

77

Total

11,316,471

8,441,189

All amounts are current. These assets are held to cover the liabilities for unit linked investment contracts. All 
contracts with customers are deemed to be investment contracts and, accordingly, assets are 100% matched to 
corresponding liabilities.

Trade payables

PAYE and other taxation

Due to Group undertakings

Other payables

Accruals and deferred income

46    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    47

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

19.  Deferred income liability

21.  Client monies and client assets

Opening balance

Capitalisation of deferred income

Amortisation of deferred income

Change in deferred acquisition costs

Closing balance

20.  Deferred tax

2016 
£’000

2015 
£’000

(29,736)

(28,096)

(7,966)

5,909

(2,057)

(7,011)

5,371

(1,640)

(31,793)

(29,736)

2016

Client monies

Client assets

2015

Client monies

Client assets

£’000

£’000

1,836,756

Amounts due to clients

1,836,756

22,763,205

Corresponding liability

22,763,205

1,376,766

Amounts due to clients

1,376,766

17,707,907

Corresponding liability

17,707,907

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19% 
(2015: 20%). This new rate has been applied to deferred tax balances which are expected to reverse after 1 April 
2017, the date on which that new rate becomes effective.

The above client monies are held separately in client bank accounts which are excluded from the Company’s net 
current assets. In addition the above client assets are held on behalf of Integrated Financial Arrangements Ltd by 
Transact Nominees Limited, the holdings are also excluded from the Company’s net current assets.

22. Provisions for liabilities 

30 Sep 
2016 
£’000

30 Sep 
2015 
£’000

1,279

3,012

Balance brought forward

(Decrease)/increase in dilapidations provision

Increase in ILInt non-linked unit provision

Increase in ILUK tax provision

Increase in rent provision

Balance carried forward

Dilapidations provisions

ILInt non-linked unit provision

ILUK tax provision

Rent provision

Liabilities – Group

Balance brought forward

Release in year at 19 (2015: 20%) future corporation tax rate in respect of:

- Share-based payments

- Accelerated depreciation

Deferred tax (credit) / charge

Movement in policyholder tax

Balance carried forward 

Analysed as:

- Share-based payments

- Accelerated depreciation

- Policyholder deferred tax

Assets – Group and Company

Balance brought forward

Release in year at 19% (2015: 20.5%) future corporation tax rate in respect of:

- Unused capital losses

Deferred tax charge

Balance carried forward

-

-

-

7,216

8,495

-

12

8,483

8,495

(78)

78

78

-

38

(31)

7

(1,740)

1,279

-

12

1,267

1,279

-

(78)

(78)

(78)

The dilapidation provisions relate to the former leasehold premises at 5-7 Singer Street, the current leasehold 
premises at 29 Clement’s Lane, and the current ILInt leasehold premises at 6 Goldie Terrace in the Isle of Man. 
The Group is committed to restoring the premises to their original state at the end of the lease term. Whilst it is 
probable that payments will be required for dilapidations, uncertainty exists with regard to the amount and timing 
of these payments, and the amounts provided represent management’s best estimate of the Group’s liability. The 
Group’s 2015 movement in provision has been adjusted by £32k to take into account a reclassification of ILInt’s 
dilapidations provision for Goldie Terrace from other payables.

The rent provision relates to potential litigation regarding disputed rent. There is potential for a claim to be made 
against the Group until March 2019, though uncertainty exists as to the timing of any potential claim and whether 
the claim will be successful.

Group 
30 Sep 
2016 
£’000

20,802

95

13

6,055

- 

Group 
30 Sep 
2015 
£’000

16,009

52

12

4,729

-

26,965

20,802

279

25 

26,559

102

26,965

183

12

20,505

102

20,802

48    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    49

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

23.  Called up share capital – Company and Group

25.  Capital redemption reserve – Group

Allotted, called up and fully paid:

Ordinary Class A shares of £0.05 each

Ordinary Class B shares of £0.05 each

Ordinary Class C shares of £0.05 each

Ordinary Class D shares of £0.05 each

Movement in called up share capital

Balance brought forward

Shares issued – Class A

Shares issued – Class C

Shares issued – Class D

Shares redeemed – Class A

Shares redeemed – Class C

Shares redeemed – Class D

30 Sep 
2016 
Number

417,868

357,000

332,410

30,000

30 Sep 
2015 
Number

417,868

357,000

332,410

30,000

30 Sep 
2016 
£’000

30 Sep 
2015 
£’000

21

18

17

1

57

21

18

17

1

57

2016 
£’000

2015 
£’000

57

57

-

-

-

-

-

-

-

-

-

-

-

-

57

57

Class A and Class B Ordinary share capital have full voting and dividends rights.

Class C Ordinary share capital has no voting rights, but ranks equally for dividends.

Class D Ordinary Share Capital has no voting rights, and shareholders are only entitled to receive dividends to the 
extent that the amount per Ordinary Share paid to the holders of Class A Shares, Class B Shares and Class C Shares 
in any financial year exceeds the amount per Ordinary Share received by holders of those Ordinary Shares (excluding 
any Special Dividends) in the financial year prior to the financial year in which relevant Class D Shares are issued.

Balance brought forward

Purchase of own shares

Balance carried forward

2016 
£’000

2015 
£’000

2

-

2

2

-

2

On 12 December 2013 IFAL (formerly IFA plc) was granted authority by shareholders to repurchase £4,500,000 
worth of ordinary shares from shareholders. IFAL purchased 45,917 shares, and they were then cancelled, giving 
rise to a capital redemption reserve of £2,271. 

26. Share-based payment reserve – Group

Balance brought forward

Transfer to profit and loss reserve

Balance carried forward

27. Other reserves – Group

Balance brought forward

Currency Translation reserve

Balance carried forward

28. Operating lease commitments

The total future minimum lease payments of operating leases are due as follows:

2016 
£’000

308

-

308

2016 
£’000

-

32

32

2015 
£’000

308

-

308

2015 
£’000

-

-

-

24. Share premium account – Group

Balance brought forward

Premium on shares issued during the year

Balance carried forward

2016 
£’000

5,722

        -

5,722

2015 
£’000

5,722

        -

5,722

Group

Within 1 year

Within 2-5 years

Over 5 years

Land and  
Buildings 
2016 
£’000

Equipment 
2016 
£’000

Land and  
Buildings 
2015 
£’000

Equipment 
2015 
£’000

2,098

8,375

3,490

-

-

-

2,120

8,377

5,583

7

7

-

The land and building lease commitments relate to the current leasehold premises at 29 Clement’s Lane, and the 
current ILInt leasehold premises at 6 Goldie Terrace in the Isle of Man. The equipment commitment relates to the 
lease of a franking machine.

50    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    51

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

29. Related parties

Mike Howard is a Director of the Company, and is also a Director and controlling shareholder of IAD. 

IAD provides software development and maintenance services to the Group. The contract for these services was 
between IFAL and IAD until 30 September 2015. On 1 October 2015 the contract moved, and is now between 
ISL and IAD. IAD therefore invoices ISL, and ISL passes the charge on proportionately to the rest of the Group 
through its service charge. These transactions are commercial, arm’s length transactions undertaken in the normal 
course of business.

Acquisition of IAD

On 1 July 2016 the Company acquired 100% of the voting equity instruments of IAD for £14.16m. Ganymede 
Investments Pty Ltd, a company controlled by Mike Howard, received £10.59m of the consideration. The principal 
reason for the acquisition was to bring the software development and maintenance services in-house, and thus 
increase efficiency and reduce costs to the Group. 

During the year the Company did not render nor receive any services with related parties within the Group, and at 
the year end the Company had the following intra-Group receivables:

Company

Integrated Financial Arrangements Ltd

IntegraFin Services Limited

IntegraFin Limited 

IntegraLife UK Limited

Amounts owed by/ 
(to) related parties

2016 
£’000

2015 
£’000

8

(2)

(6)

(1)

(62)

-

(3)

-

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as 
follows:

The Group has not made any allowance for bad or doubtful debts in respect of related party debtors nor has any 
guarantee been given or received during 2016 or 2015 regarding related party transactions.

Cash and cash equivalents

Trade and other receivables

Property, plant and equipment

Current liabilities

Total net assets

Consideration – cash

Goodwill

Fair value 
£’000

651

320

526

(292)

1,205

14,156

12,951

The main factor leading to the recognition of goodwill is the presence of intangible assets, such as the assembled 
workforce of the acquired entity, which do not qualify for separate recognition.

The goodwill has not been tested for impairment during the current year, due to the fact that the acquisition was 
only completed recently, but it will be tested for impairment annually going forward. 

All of the above transactions are commercial, arm’s length transactions undertaken in the normal course of 
business.  

30.  Share incentive plan (SIP)

The Company introduced a SIP trust scheme for its staff in October 2005. The SIP is an approved scheme under 
Schedule 2 of the Income Tax (Earnings & Pensions) Act 2003.

This scheme entitles all the staff who were employed in October 2005 to Class C shares in the Company, subject to 
their remaining in employment with the Company until certain future dates.

The trustee for this scheme is IntegraFin Limited, a wholly owned non-trading subsidiary of Integrated Financial 
Arrangements Ltd.

The cost to the Company in the financial year to 30 September 2016 was £nil (2015: £nil).

31. Share-based payments

There are no share options outstanding. All options have been exercised, and there have been no new share 
options granted.

32. Events after the reporting date

There are no events subsequent to the year-end that require disclosure in, or amendment to the financial 
statements.

33. Dividends

During the year the company paid an interim dividend of £8,978,224 (2015: £7,840,946) to shareholders. 

52    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    53

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

NOTES TO THE FINANCIAL STATEMENTS

Year ended 30 September 2016

34. Transition to IFRS

Reconciliation of equity and comprehensive income as previously reported under UK GAAP to IFRS

As stated in note 1, these are the Group’s first consolidated financial statements prepared in accordance 
with IFRS. The accounting policies set out in note 1 have been applied in preparing the consolidated financial 
statements for the period ending 30 September 2015, the comparative information, and in the preparation of an 
opening IFRS statement of financial position at 1 October 2014 (the Group’s date of transition). In preparing its 
opening IFRS statement of financial position, the Group has adjusted amounts reported previously in the financial 
statements prepared in accordance with UK GAAP. An explanation of how the transition from previous GAAP to 
IFRS has affected the Group’s financial position and financial performance is set out in the following tables.

On a Company level, the adoption of IFRS has not resulted in the restatement of any numbers previously recorded 
in the financial statement under the previous accounting framework and therefore no reconciliations have been 
presented. 

Year ended 
30 Sep 
2015 
£’000

Comprehensive income as reported under UK GAAP

Note

16,373

IFAL – holiday pay accrual

ILUK – increase in IFRS DAC deferred tax provision in year

ILUK – reverse decrease in sterling reserves in year

ILInt – reduction in profit due to reversing sterling reserves

Profit for the financial year reported under IFRS

f

f

f

f

4

(9)

(20)

(46)

16,301

Equity as reported under UK GAAP

Other adjustment

IFRS adjustments:

IFAL – holiday pay accrual

ILUK and ILInt deferred acquisition costs

ILUK and ILInt deferred income liability

ILUK – additional ILUK deferred tax provision 

Investments and cash held for the benefit of policyholders

Liabilities for linked investment contracts

ILUK – release sterling reserves into non-distributable reserve

ILInt – release sterling reserves into non-distributable reserve

Reversal of ILInt reserve movement in the year

Reversal of ILUK reserve movement in the year

ILUK and ILInt inclusion of non-linked cash

ILUK and ILInt inclusion of provision for liabilities

ILUK and ILInt other IFRS reclassifications

30 Sept 
2015 
£’000

74,997

1 Oct 
2014 
£’000

66,397

Notes explaining the conversion from UK GAAP to IFRS 

a. IFRS (IAS 19 Employee Benefits) requires that an accrual is made for holiday that has been earned by 

employees, but not yet used at the reporting date. In order to meet the requirements of the standard, an 
accrual as at 1 October 2014 and 30 September 2015 has been calculated and reflected in the restated 
accounts. This amounts to a £48k reduction in profit in FY2014 and a £4k increase in profit in FY2015.

17

-

ILUK, and therefore consolidated into the Group financial statements.

b. Deferred acquisition costs (DAC) and deferred income liability (DIL) are now reflected on the SOFP in ILInt and 

Note

a

b

b

b

c

c

d

d

d

d

e

e

e

(44)

29,736

(48)

28,096

(29,736)

(28,096)

(438)

(429)

8,441,188

7,524,053

(8,441,188)

(7,524,053)

35

466

(46)

(20)

21,254

(20,473)

(783)

35

466

-

-

17,572

(16,277)

(1,296)

  DAC and DIL exactly offset each other and there is, therefore, no impact on the financial results of ILUK or ILInt 
or the Group aside from a tax reserve required for Life DAC in ILUK. The tax reserve accounts for the different 
bases for spreading expenses in the ILUK Life tax computation and under IFRS.

c.  ILInt and ILUK both issue contracts which are accounted for under IFRS as investment contracts. The definition 
of an investment contract is one where there is not a significant transfer of insurance risk. As ILInt and ILUK 
issue investment contracts, then the fair value of assets held for the benefit of policyholders is reflected on the 
SOFP, as well as the corresponding liability. The positions are fully matched.

d. The creation of a non-distributable reserve is due to the reversal of sterling reserves that are no longer required 
under IFRS. Under IFRS the non-unit, counterparty and resilience reserves are released. The balance of £466K 
for ILInt and £35k for ILUK has been transferred to non-distributable reserves. Other provisions still include the 
remaining negative unit and post closure reserves.

e.  Non-linked cash balances are now reflected on the Group financial statements, with offsetting balances included 

mainly within provisions, and also within some of the other SOFP balances that have been reclassified. 

f.  The adjustments to the Income Statement are the movements in the year in respect of the changes to the 

SOFP described in notes a. to d.

Adjustment to the statement of cash flows

The transition from UK GAAP to IFRS had no significant impact on cash flows generated by the Group.

Equity as reported under IFRS

74,965

66,420

54    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS   |   FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016    55

 
56    FINANCIAL STATEMENTS YEAR ENDED 30 SEPTEMBER 2016   |   NOTES 1 TO 34 FORM PART OF THESE FINANCIAL STATEMENTS

M137 September 2016

IntegraFin Holdings Limited, 29 Clement’s Lane, London, EC4N 7AE

Tel: (020) 7608 4900 Fax: (020) 7608 5300

(Registered office: as above; Registered in England and Wales under number: 8860879)

The holding company of the Integrated Financial Arrangements Ltd group of companies