REG - Rathbones Group PLC - Rathbones FY2025 Preliminary Results
Today 07:00
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RNS Number : 6165U Rathbones Group PLC 27 February 2026
Preliminary results for the 12 months
ended 31 December 2025
Rathbones sets course for next stage of growth
Profit before tax up 53.5% to £152.9 million
Jonathan Sorrell, Group Chief Executive, said:
"It is a privilege to lead Rathbones as we begin a new chapter in our
evolution, one defined by clarity and consistency of purpose, and the
opportunity to unlock the full potential of the business we have built. Since
joining, I have seen first-hand the distinctive strengths that set Rathbones
apart: the quality of our people, the depth of our client relationships, and
our commitment to long-term value creation.
Following the combination with Investec Wealth & Investment (IW&I), we
have continued to build a stronger organisation. Our enhanced scale
strengthens our ability to invest in ways that differentiate us: in our
investment process, in our client proposition, in our people, and in our
technology. We are creating a more capable organisation with a clear purpose:
to help more people invest their money well, so they can live well. In pursuit
of this purpose, our aspiration is to be 'the best wealth manager in the UK,
by far' and we have aligned our strategy accordingly. Our goals are for
Rathbones to be the first choice for clients, the first choice for talent, the
most effective operator and the most reputable brand.
We are competing from a position of real strength in an attractive and growing
market. The opportunities ahead of us are significant, and we have the scale,
expertise and ambition to capture them. With an energised leadership team and
talented colleagues across the organisation, I am confident in our ability
to deliver excellent outcomes for our clients and as a result for our
shareholders."
2025 2024
£m £m
(unless stated) (unless stated)
Operating income 923.3 895.9
Underlying operating expenses(1) (685.2) (668.3)
Underlying profit before tax(1) 238.1 227.6
Underlying operating margin(1) 25.8% 25.4%
Profit before tax 152.9 99.6
Underlying earnings per share(1) 170.5p 161.6p
Earnings per share 107.9p 63.0p
Dividend per share(2) 99.0p 93.0p
1. A reconciliation between the underlying measure and its closest IFRS
equivalent is provided in the financial performance section.
2. Total of the interim dividend paid and the final dividend proposed for
the financial year.
Financial and operational highlights
Our 2025 results show continuing momentum driven by the delivery of synergies,
as we successfully completed the integration of Investec Wealth &
Investment (IW&I), and markets recovered from their first-half lows.
Synergy delivery exceeded expectations, contributing £76 million on an
annualised run-rate basis, significantly above our £60 million target and
supporting growth in underlying profitability. Statutory profit before tax
rose 53.5% to £152.9 million, benefitting not only from these synergies but
also from a sharp reduction in integration costs, while underlying profit
before tax rose 4.6% to £238.1 million.
The Group's financial headlines are set out below.
• Funds under management and administration (FUMA) reached £115.6 billion
at 31 December 2025 (31 December 2024: £109.2 billion).
• Profit before tax increased by 53.5% to £152.9 million (31 December 2024:
£99.6 million), driven by synergy delivery and higher average FUMA, and
benefitting from a reduction in the level of integration costs, which reduced
to £39.9 million for the year (2024: £75.5 million) as the integration
progressed.
• Underlying profit before tax increased 4.6% to £238.1 million (2024:
£227.6 million).
• We have delivered cost and revenue synergies well ahead of our original
£60 million target, with run-rate synergy realisation of £76 million at the
end of 2025. We consider 2025 to mark the end of the period of synergy
delivery related to the integration.
• We report further progress in our objective to grow our underlying
operating margin, which increased to 25.8% for the year from 25.4% for 2024.
The rate of progress was impacted by the fall in the markets at the end of the
first quarter, which resulted in the margin for the first half of the year
reducing to 24.0% from 25.1% for the first half of 2024. The stronger
performance that followed resulted in the underlying margin for the second
half of the year increasing to 27.5%, bringing the full year margin to 25.8%.
• We remain confident in achieving our 30% underlying operating margin
target by the fourth quarter of 2026, assuming FUMA growth of 3% in 2026,
stable inflation and interest rates in line with current market expectations.
In achieving the target, we also continue to see opportunities for further
efficiencies to be achieved as we optimise our operating platform and
processes during 2026.
Capital, proposed share buyback and declaration of final dividend
In 2025, we introduced a new capital allocation framework and launched our
first £50 million share buyback, reaffirming our commitment to disciplined
capital returns alongside continued investment in the business. We announced
the completion of the buyback on 16 February 2026. We are today announcing an
extension to that programme of up to £20 million. This buyback extension is
subject to regulatory approval, and is expected to commence thereafter.
In July, we announced an interim dividend of 31.0p. Given the strength of our
balance sheet and our confidence in the long-term future of the business, the
Board has recommended a final dividend of 68.0p per share for 2025 (2024:
63.0p). This brings the total dividend for the year to 99.0p (2024: 93.0p),
representing a 6.5% increase compared to 2024. The dividend will be paid on
13 May 2026, subject to shareholder approval at our 2026 Annual General
Meeting (AGM) on 7 May 2026.
Delivering our strategic priorities
Across Rathbones, we have launched a comprehensive programme of initiatives to
support our strategic ambitions. Many actions are already underway and will
continue into 2026 and beyond, reflecting our commitment to sustained progress
and long-term value creation. Our vision to be 'the best wealth manager in the
UK, by far' requires Rathbones to be:
1. The first choice for clients
We want every decision at Rathbones to begin with a single question: how does
this help our client? This client‑centric perspective underpins a set of
initiatives designed to elevate the experience we offer: combining investment
excellence, comprehensive service and an effortless client journey. In a
competitive market, we are focused on earning client trust and loyalty. Our
initiatives focus on three areas:
• A world-class investment capability across Wealth and Asset Management:
built on discipline, judgement and truly active decision‑making. In Wealth,
our investment framework focuses on the long‑term compounding of capital
through investing in quality businesses at attractive
valuations, supported by thoughtful diversification, prudent risk management
and dynamic positioning for changing market conditions. In Asset Management,
small empowered teams make high‑conviction decisions backed by strong
institutional oversight and robust risk systems.
• Advice and solutions honed for the entire client lifecycle: Increasing
financial‑planning penetration to deepen relationships, reduce outflows and
support sustainable organic growth.
• A proactive, personalised and effortless service experience: Continuing
to build trusted, longstanding client relationships and investing in
technology that complements, rather than replaces, personal relationships. Our
hybrid model blends self‑service convenience with tailored advice to support
satisfaction, retention and evolving preferences.
2. The first choice for talent
Our people remain the foundation of our success and we aim to be the
destination of choice for people in our industry. To attract, develop, and
retain exceptionally talented people, our approach centres on:
• A great culture: We are strengthening the qualities that define us,
including client commitment, long‑term stewardship, collaboration and care,
while building a culture that emphasises clarity and simplification, pace and
intent, and stronger advancement, recognition and reward.
• Motivating incentives: We have introduced a unified remuneration scheme
for investment managers and financial planners that is simple, transparent and
aligned to client outcomes. The new Rathbones Growth Unit Scheme extends
share‑based incentives to Enablement teams, strengthening shared ownership,
assuming growth targets are met.
• AI-powered tools and processes to make doing business easy: We are
enhancing the client and employee experience by embedding AI into core
processes, improving efficiency, insight and the quality of interactions
across the business.
3. The most effective operator
To deliver sustainable, scalable growth, we are strengthening the
effectiveness and resilience of our operations through:
• Data-led commercial excellence: Using data more systematically to
improve outcomes, retention and growth. Insights will help guide resource
allocation, reshape teams, and increase introductions to financial planning,
while helping reduce outflows through better visibility of assets at risk and
targeted interventions.
• Simplified operations: As we work toward streamlining our internal
operations, we have expanded our relationship with Salesforce. During 2026, we
will bring client lifecycle and relationship management together on a single
platform using Salesforce and Xplan, replacing existing systems including
InvestCloud. This unified approach will simplify workflows, reduce
post‑integration inefficiencies, and free up time for investment managers
and financial planners to focus on clients and growth.
• Capital efficiency: We have strengthened our capital‑allocation
framework with clearer prioritisation for use of capital. Our business is
capital generative and we will ensure that our capital allocation decisions
are rigorous.
4. The most reputable brand
Rathbones is a brand with heritage, trust, and substance:
• A relevant and distinctive identity: We are committed to building a
brand that is recognised for consistent, unconflicted delivery of client
outcomes and superior service standards. Our modern visual identity and
accessible, trusted content strengthens approachability and ensures our brand
resonates and stands out.
• Demonstrating leadership and purpose: Building on our ethical origins
and responsible business heritage, we aim to build trust with stakeholders,
becoming a recognised force for good through our financial education and
social mobility activities, our responsible investment thought leadership and
our engagement with policy makers, among others.
• Efficient amplification to our core audiences: We are building
visibility through an integrated media and digital ecosystem, improving
discoverability, expanding PR and sponsorship activity, and reinforcing our
reputation through strong social proof, including excellent Trustpilot ratings
and a growing share of positive media coverage.
2025 results presentation and strategic update
A presentation to analysts and investors will take place this morning at 09:00
at our offices at 30 Gresham Street, London, EC2V 7QN. The financial results
will be followed by a strategic update by Jonathan Sorrell, Group CEO. The
event is expected to conclude at 11:15am. Participants who wish to join the
presentation virtually can do so by either joining the video webcast
(https://www.investis-live.com/rathbones-group-plc/6960dfa08464df0010fcc3a7/rtfger
(https://www.investis-live.com/rathbones-group-plc/6960dfa08464df0010fcc3a7/rtfger)
) or by dialling in using the conference call details below:
United Kingdom (Local): +44 (0)20 3936 2999
United Kingdom (Toll-Free): +44 (0)800 189 0158
Global dial in numbers
(https://www.netroadshow.com/events/global-numbers?confId=83539)
Participant access code: 089539
A Q&A session will follow the presentation. Participants will be able to
ask their questions either via the webcast by typing them in or via the
conference call line.
A recording of the presentation will be available later today on our website
at:
www.rathbones.com/en-gb/wealth-management/investor-relations/results-reports-and-presentations
(https://www.rathbones.com/en-gb/wealth-management/investor-relations/results-reports-and-presentations)
.
Issued on 27 February 2026
For further information contact:
Investors
Shelly Patel, Head of Investor Relations
Tel: +44 (0)20 7399 0071
Email: shelly.patel@rathbones.com (mailto:shelly.patel@rathbones.com)
Press
Tessa Curtis, Director of Corporate Communications & Affairs
Tel: +44 (0)7833 346238
Email: tessa.curtis@rathbones.com (mailto:tessa.curtis@rathbones.com)
Rathbones Group Plc
Rathbones Group Plc (Rathbones), through its subsidiaries, is one of the UK's
leading providers of investment and wealth management services for private
clients, charities, trustees and professional partners. This includes
discretionary investment management, fund management, tax planning, trust and
company management, financial advice and banking services.
Rathbones manages £115.6 billion of client assets, of which £16.6 billion is
managed by its asset management arm, Rathbones Asset Management Limited. A
FTSE 250 company (LSE:RAT), Rathbones has over 3,300 employees, including
over 700 investment managers and financial planners, in 21 offices across the
UK and the Channel Islands, connecting its clients with high-quality,
personalised wealth management services.
www.rathbones.com (https://www.rathbones.com)
Chair's statement
A new chapter for Rathbones
Dear Shareholder
2025 was a pivotal year for Rathbones. Following the successful integration
of Investec Wealth & Investment (IW&I), the largest transaction
in our sector, we now stand as the UK's largest discretionary wealth
manager. Over time, we intend to be 'the best'. This achievement provides a
strong platform for the next phase of growth, underpinned by disciplined
Governance and a clear strategic direction.
This year, the Board's primary areas of focus were succession planning at both
Board and Executive Committee (ExCo) level, specifically the appointment of
Jonathan Sorrell as our new Chief Executive Officer; and ensuring that we
adopt the right strategy to deliver sustainable success for the business. In
addition, the Board oversaw several important decisions, including the
completion of the IW&I client migration, the launch of our first ever
share buyback programme and the approval of the firm's refreshed purpose
statement.
Clients
Our clients remain at the heart of our business. Through our proven track
record in investment management and deep expertise in financial planning, we
deliver solutions that help clients achieve their long-term financial goals.
The continued implementation of the Consumer Duty, which introduces more
rigorous requirements around transparency, value and outcomes, has
strengthened our foundations and will embed new frameworks, tools and
processes to support better client outcomes. While we are confident that we
meet the Duty's requirements, we recognise that embedding is a constant
process. The Board will maintain oversight to ensure continued delivery and
improvements are achieved in 2026 and beyond.
Culture, purpose and stakeholder engagement
In 2025, the Board approved Rathbones' refreshed purpose: "To help more people
invest their money well, so they can live well". This was the result of
engagement with clients, colleagues, and stakeholders. The Board believes this
purpose is both credible and actionable.
The Board monitors how our purpose is promoted as a responsible, inclusive
culture that supports long-term success. Governance goes beyond compliance,
fostering an environment aligned with our values where diverse perspectives
are encouraged. This culture should drive growth and profitability.
We monitor culture through regular engagement with colleagues, workforce
engagement initiatives and branch visits, ensuring our client‑focused and
responsible culture continues to underpin long‑term success. Stakeholder
views inform decisions through surveys, town halls, investor meetings, and
regulator dialogue, helping shape strategy for long-term success.
Shareholder value
Rathbones remains focused on delivering long-term shareholder value. In 2025,
we introduced a new capital allocation framework and launched our first £50
million share buyback. The programme was completed on 16 February 2026. On 27
February 2026, we announced an extension to that programme of up to
£20 million, subject to regulatory approval. Alongside this, we reaffirmed
our commitment to a progressive dividend policy, with an increased total
dividend of 99p for the year (2024: 93p). This reflects a long-term track
record of disciplined capital returns, including a 6.2% compound annual
growth rate in our dividend over the past 20 years. The final dividend is
scheduled to be paid on 13 May 2026, subject to shareholder approval at our
Annual General Meeting (AGM) on 7 May 2026, to shareholders on the register
as of 17 April 2026.
Board and Executive Committee succession
2025 also marked a significant leadership transition. Paul Stockton retired
after 16 years at Rathbones, including six as Group Chief Executive. On
behalf of the Board, I thank him for his contribution. Following a rigorous
global search, we appointed Jonathan Sorrell, who brings deep experience and
a fresh perspective as we enter our next phase of growth.
During the first half of 2026, the Board expects to announce a new Senior
Independent Director, subject to regulatory approval. Sarah Gentleman, whose
tenure has exceeded nine years, will step down in the fourth quarter of 2026,
after the completion of the search for her replacement. I would like to thank
Sarah for her years of distinguished and remarkable service.
As announced on 16 February 2026, Ruth Leas, Non-Executive Director, resigned
from the Board following the successful integration of IW&I, having joined
the Board following the completion of the combination in September 2023. I
would like to thank Ruth for her time on the Board. The company wishes her
well for the future.
We also strengthened the Executive Committee to support our strategic
ambitions, with new appointments in Wealth, Risk, Operations, Technology,
Research and People Leadership. These changes ensure we have the right skills
and experience to deliver on our vision to be 'the best wealth manager in
the UK, by far'.
Outlook
As we enter the next phase of Rathbones' journey, the Board remains focused on
the delivery of our strategy, supported by strong governance as the business
moves from integration to robust organic growth.
Our priority is to maintain oversight of culture, risk, and stakeholder
interests while enabling management to execute with clarity and discipline. We
are confident that Rathbones' scale, purpose and talented colleagues provide
a strong foundation for long-term success.
At the end of what has been a very busy and pivotal year for Rathbones, I wish
to thank all of our colleagues across the firm for all their hard work and
commitment to the group's success.
Clive C R Bannister
Chair
Group Chief Executive Officer's Review
Unlocking our full potential
2025 in review
It is a privilege to lead Rathbones as we begin a new chapter in our
evolution, one defined by clarity and consistency of purpose, and the
opportunity to unlock the full potential of the business we have built. Since
joining, I have seen first-hand the distinctive strengths that set Rathbones
apart: the quality of our people, the depth of our client relationships, and
our commitment to long-term value creation. These strengths, together with our
position as the UK's largest discretionary wealth manager, provide a strong
foundation for the future.
I want to begin by expressing my sincere thanks to all colleagues across
Rathbones for their exceptional hard work and professionalism through the
integration of Investec Wealth & Investment (IW&I). The way our teams
have come together while maintaining unwavering focus on clients has been
truly outstanding. The integration has created a stronger organisation with a
clear purpose: 'to help more people invest their money well, so they can live
well.' In pursuit of this purpose, our vision is to be 'the best wealth
manager in the UK, by far' and we have aligned our strategy accordingly.
I would also like to extend my thanks to Investec for their partnership
throughout this process. As a major shareholder in Rathbones following the
transaction, Investec has continued to be a constructive and supportive
partner. Our collaboration has been grounded in a shared ambition to build a
business with greater long-term competitive advantages for clients. I am
excited by the opportunities we can capture together as key strategic
partners.
Despite a challenging and uncertain economic backdrop in the UK, we remain
focused on the factors within our control: enhancing client engagement,
looking after our talent, simplifying our operations, creating a more
commercially effective business, and strengthening our brand.
Structural trends such as demographic change, intergenerational wealth
transfer, and low investment participation in the UK continue to create a
substantial long-term opportunity.
Financial review
Rathbones delivered a resilient financial performance in 2025, reflecting both
the inherent strength of our diversified business and the successful
integration of IW&I. Despite a difficult first half for markets, FUMA
increased 5.9% to £115.6 billion by year‑end. Synergy delivery exceeded
expectations, contributing £76 million on an annualised run-rate basis,
significantly above our £60 million target and supporting growth in
underlying profitability. Statutory profit before tax rose 53.5% to
£152.9 million, benefiting not only from these synergies but also from a
sharp reduction in integration costs, while underlying profit before tax rose
4.6% to £238.1 million.
We maintained strong capital discipline throughout the year, commencing our
first ever share buyback of £50 million. This provides a solid foundation as
we move into 2026, enabling us to invest with confidence in our operating
platform, our people and our client proposition. With the integration behind
us and further efficiency gains already identified, we are well positioned to
deliver strong long‑term value for clients and shareholders.
Building on our strengths
Rathbones is a business with momentum. Our trusted client relationships
provide a resilient foundation and a source of future growth. They enable us
to deepen engagement, support clients across more aspects of their financial
lives, and benefit from strong advocacy through referrals, which continue to
be our most significant source of new business. Our enhanced scale strengthens
our ability to invest in areas that differentiate us and build competitive
advantage, from our investment process and client proposition to our people
and our technology.
As part of my review of our senior leadership team, I have made a number of
new appointments to support the next phase of our growth. This builds on the
earlier establishment of the CEO of Wealth role following the retirement of
Rupert Baron, and the appointment of Camilla Stowell, who joined Rathbones in
June 2025.
I want to extend my sincere thanks to Andy Brodie and Gaynor Gillespie, who
are leaving Rathbones to pursue new opportunities, and to Sarah Owen-Jones and
Tony Overy, who are retiring after long and successful careers as Chief Risk
Officer and Head of Financial Planning. Each has made an enormous
contribution to Rathbones, and I am deeply grateful for their leadership
and commitment. I am also pleased to welcome Brad Novak into the newly
created role of Chief Technology Officer, Cassandra Williams as Chief Risk
Officer, Gillian van Maaren as Chief People Officer, Mike Turner as Chief
Operating Officer and Robert Sears as Chief Investment Officer, subject to
regulatory approval. Their experience and perspective will help guide us
forward and we now have a refreshed and energised executive team with deep
expertise and a shared ambition to lead the industry.
Most importantly, our people continue to demonstrate commitment and
capability, taking ownership, improving processes, and driving meaningful
progress across the organisation.
Our vision and strategic priorities
Our vision is clear: To be the best wealth manager in the UK, by far. Our
goals are for Rathbones to be:
1. The first choice for clients
2. The first choice for talent
3. The most effective operator
4. The most reputable brand
Delivering our strategic priorities
Across Rathbones, we have launched a comprehensive programme of initiatives
to support our strategic ambitions. Many of these actions are already
underway and will continue into 2026 and beyond, reflecting our commitment to
sustained progress and long-term value creation.
1. The first choice for clients
We want every decision at Rathbones to begin with a single question: how does
this help our client? This principle has been guided by the time I have
spent with clients over the past six months, giving me direct insight into
what they value and where we can do better. I have also experienced Rathbones
from the other side, as a client, an investor in RAM's funds, and a
shareholder. This provides a personal perspective on both our strengths and
the areas where we must continue to improve.
This client-centric perspective also shapes a series of targeted initiatives
to elevate the client experience and deliver an exceptional proposition
that combines investment excellence, comprehensive service, and an effortless
journey. In a competitive market, we know clients have choices, and we are
determined to earn their trust and loyalty.
Our initiatives focus on three areas:
- A world-class investment capability across Wealth and Asset Management:
built on discipline, judgement and truly active decision‑making. In Wealth,
our investment framework focuses on long‑term compounding through investing
in quality businesses at attractive valuations, supported by thoughtful
diversification, prudent risk management and dynamic positioning for changing
market conditions. In Asset Management, small empowered teams make
high‑conviction decisions backed by strong institutional oversight and
robust risk systems.
- Advice and solutions honed for the entire client lifecycle: Financial
planning represents a growth opportunity, with current penetration at 14% of
FUM across the group. Increasing this will help reduce outflows, deepen
relationships and strengthen continuity through life events and wealth
transfer. By embedding planning more consistently we can deliver better
outcomes for clients while supporting sustainable net organic growth.
- A proactive, personalised and effortless service experience: We are
continuing to build trusted, longstanding client relationships and investing
in technology that complements, rather than replaces, our people‑first
approach. Our evolving hybrid model offers clients convenient self‑service
options alongside personalised advice, supporting satisfaction, retention, and
responsiveness to evolving client preferences.
2. The first choice for talent
Our people are the foundation of our success. To attract, develop, and retain
exceptionally talented people, we are focused on nurturing:
- A great culture: Our culture, defined by client commitment, long-term
stewardship, collaboration and care, remains a core strength. But to support
the next phase of growth, we need to balance these qualities with greater
accountability and sharper ways of working. This is why we are reinforcing a
culture built on clarity and simplification, pace and intent, effective
collaboration, and stronger advancement, recognition and reward. Equally
important is creating an environment where colleagues are continually
developed, ensuring our most talented people grow, progress and stay engaged.
- A key enabler of this will be the Rathbones Institute, launching in 2027.
The Institute will provide a unified and scalable approach to professional,
technical and leadership development, helping colleagues build the skills and
confidence needed to deliver excellent client outcomes. It will also provide
the structured challenge and career pathways that high-performing colleagues
expect. By investing in our people in this structured way, we are creating the
foundations for a culture that empowers colleagues and accelerates
performance.
- Motivating incentives: At the start of 2026 we introduced a new
remuneration scheme for investment managers and financial planners that is
simple, transparent and formula driven. It aligns reward to the right
behaviours and supports sustainable growth.
Alongside this, the new Rathbones Growth Unit Scheme extends incentives to
colleagues in our Enablement functions, providing share‑based rewards over
three years tied to improvements in net flows within our Wealth business and
reinforcing shared ownership across the organisation.
Together, these changes create a clear, consistent and motivating framework
that supports growth and aligns everyone behind our ambition.
- AI-powered tools and processes to make doing business easy: We are focused
on improving the client and employee experience by embedding AI into the
fabric of how we operate. Our clients value human connection: trusted advice,
judgement during volatility, and support through major life decisions.
AI enhances this and is already embedded across some of the platforms
colleagues use every day. Copilot is now enterprise-wide, helping teams draft,
summarise and analyse more effectively. In the front office, AI is improving
the efficiency of production of suitability notes and strengthening advice
oversight. And in our data and client experience platforms, AI is giving us
cleaner data and faster insight into what clients are thinking and feeling.
The next phase will be about further implementation of AI into core workflows
alongside other tools.
By modernising and simplifying our systems and processes, supported by AI
powered tools, we are creating an environment where teams can focus on what
matters most: serving clients and growing the business.
3. The most effective operator
To deliver sustainable, scalable growth, we are strengthening the
effectiveness and resilience of our operations through:
- Data-led commercial excellence: We are using data much more systematically
to strengthen client outcomes, improve retention and drive sustainable growth.
By analysing where the strongest opportunities lie, we are reshaping
client‑facing teams to improve productivity and efficiency, providing more
targeted support across the client lifecycle, and increasing introductions to
financial planning. This sharper, insight‑led approach is helping us
convert demand from both existing and new clients.
We are applying the same discipline to reducing outflows. Data now gives us a
clearer view of assets at risk and the interventions most likely to make a
difference. This includes expanding financial planning, increasing the
frequency of high‑quality client touchpoints, and refining our At Retirement
proposition to better meet client needs. This approach is already helping us
strengthen long‑term relationships and enhance the quality and consistency
of client engagement.
- Simplified operations: As we work toward streamlining our internal
operations, we have expanded our relationship with Salesforce. During 2026, we
will bring client lifecycle and relationship management together on a single
platform using Salesforce and Xplan, replacing existing systems, including
InvestCloud. While previous systems delivered certain benefits, this unified
approach will deliver greater impact, simplify workflows, reduce
post‑integration inefficiencies, and free up time for investment managers
and financial planners to focus on clients and growth.
We are also moving to a more integrated and efficient operating model. A key
example is the consolidation of Greenbank into the broader Rathbones
structure: its stewardship and sustainability expertise has been integrated
into the Asset Management segment, while its research team has joined the
central research function. At the same time, we are streamlining our
governance to enable faster decision-making by significantly reducing both the
number of committees and the number of colleagues required to participate in
them. These changes will drive efficiency, while enhancing collaboration
and effectiveness across the organisation.
- Capital efficiency: Our strong balance sheet and capital surplus give us
the flexibility to return excess capital to shareholders while continuing to
invest for long‑term growth. In 2025 we launched our first £50 million
share buyback, an important milestone in our evolving capital framework,
which was completed on 16 February 2026. On 27 February 2026, we announced an
extension to that programme of up to £20 million, subject to regulatory
approval. We are ensuring capital is deployed where it will generate the
highest returns while supporting a progressive dividend.
To underpin this, we have strengthened our capital allocation and
decision‑making approach. Investments are assessed against clear return
thresholds aligned to our strategy and evaluated on both NPV and ROI. We have
streamlined governance to speed up decisions, increased monitoring to ensure
delivery of expected benefits, and reinforced a readiness to pivot when
needed. This more rigorous and transparent framework increases our conviction,
reduces decision risk and ensures capital supports growth where Rathbones can
create the most value.
4. The most reputable brand
Rathbones is a brand with heritage, trust, and substance.
- A relevant and distinctive identity: We are committed to building a
brand that is recognised for consistent, unconflicted delivery of client
outcomes and superior standards of service. Our modern visual identity and
accessible, trusted content strengthens approachability and ensures our brand
resonates and stands out.
- Demonstrating leadership and purpose: Building on our ethical origins
and responsible business heritage, we aim to build trust with stakeholders,
becoming a recognised force for good through our financial education and
social mobility activities, our responsible investment thought leadership and
our engagement with policy makers, among others.
- Efficient amplification to our core audiences: We are building
visibility through an integrated media and digital ecosystem, improving
discoverability, expanding PR and sponsorship activity, and reinforcing
our reputation through strong social proof, including excellent Trustpilot
ratings and a growing share of positive media coverage.
Measuring our progress
We have established a clear set of measures to track progress across clients,
talent, operations and brand. These measures capture the quality of our
investment performance, the depth of our client relationships, the strength
of our culture and employee experience, and the effectiveness of our operating
model. We also track the impact of our brand and reputation, together with
core financial indicators that reflect sustainable growth. Taken together,
this balanced and transparent suite of metrics reinforces accountability and
ensures we stay focused on delivering the outcomes that matter most for
clients, colleagues and shareholders.
Looking ahead
We are competing from a position of real strength in an attractive and growing
market. The opportunities ahead of us are significant, and we have the scale,
expertise and ambition to capture them. With an energised leadership team and
talented colleagues across the organisation, I am confident in our ability to
deliver excellent outcomes for our clients and for our shareholders.
I would like to again thank all colleagues across Rathbones for their hard
work, dedication and resilience, particularly through the IW&I
integration. Your commitment has been the driving force behind our progress,
and it will continue to underpin the success we build together.
Jonathan Sorrell
Group Chief Executive Officer
Group Chief Financial Officer's Review
Disciplined Execution Driving Improved Profitability
Our 2025 results show continuing momentum driven by the delivery of synergies,
as we successfully completed the integration of Investec Wealth &
Investment (IW&I), and markets recovering from their first-half lows.
These factors, along with the return of £50 million of capital to
shareholders through Rathbones' first share buyback, underpinned the growth in
income, profit, earnings per share and return on capital employed that
we have reported for the year.
We have delivered total synergies at 31 December 2025 of £76 million on an
annualised run-rate basis, significantly exceeding our target of £60 million.
This has been achieved well ahead of the timeframe we originally set out at
completion of the transaction of September 2026. While we consider 2025 to
mark the end of the period of synergy delivery related to the integration,
cost discipline remains the highest of priorities. We continue to see
opportunities for further efficiencies as we optimise our operating platform
and processes during 2026.
Costs related to the integration, which are reported as non-underlying costs,
remained within our overall cost guidance. Integration costs expensed during
the year amounted to £39.9 million, having reduced from £75.5 million in
2024. We will incur further integration-related costs in 2026 which
are covered in the guidance section below.
Funds Under Management & Administration (FUMA) grew by 5.9% during the
year overall to reach £115.6 billion on 31 December 2025 (2024: £109.2
billion). The first half of the year saw significant market volatility,
resulting in FUMA falling by 4.7% from where it started the year to £104.1
billion at the end of the first quarter, as markets reacted to the
announcement by the US government of widespread tariffs. This coincided
with our first quarterly billing of investment management fees and therefore
had an adverse impact on the results for the first half.
Second half performance benefited from the subsequent market recovery and
continued appreciation of asset values as the year progressed, along with our
continued delivery of synergies.
We report further progress on our objective to grow our underlying operating
margin, which increased to 25.8% for the year from 25.4% for 2024. The rate of
progress was affected by the fall in the markets at the end of the first
quarter, which resulted in the margin for the first half reducing to 24.0%
from 25.1% for the first half of 2024. The stronger performance that followed
resulted in the underlying margin for the second half increasing to 27.5%,
bringing the full year margin to 25.8%.
In September 2025 we began the first buyback of shares that Rathbones has
undertaken, as we implemented the capital allocation framework announced at
the half year. The framework provides a disciplined approach to our
management of shareholders' capital while ensuring we continue to maintain
a robust balance sheet and capital position. We announced the completion of
the programme to purchase £50 million of shares on 16 February 2026 and
have announced an extension of the programme of up to £20 million, subject to
regulatory approval.
Table 1. Group FUMA by segment
Opening FUMA Gross inflows Gross outflows Net flow Transfers & migrated assets(1) Market & investment performance Closing FUMA Annualised Net Growth
£bn £bn £bn £bn £bn £bn £bn (%)
Wealth Management 99.3 9.4 (10.2) (0.8) (0.3) 8.0 106.2 (0.8%)
Asset Management
Gross segment FUMA inclusive of intra-group 15.8 3.5 (4.2) (0.7) 0.2 1.3 16.6 (4.4)%
Intra-group FUMA(2) (5.9) (1.7) 1.1 (0.6) (0.2) (0.5) (7.2) 10.2%
Asset Management excluding intra-group 9.9 1.8 (3.1) (1.3) - 0.8 9.4 (13.1%)
Total Group 109.2 11.2 (13.3) (2.1) (0.3) 8.8 115.6 (1.9%)
1. The migrated assets column does not net to zero due to a change in the
classification of certain IW&I FUMA which does not meet the criteria for
inclusion within reported FUMA for the Rathbones group. There is no impact on
revenue resulting from this change
2. Intragroup FUMA comprises assets managed by the Asset Management segment
which relates to propositions of the Wealth Management segment.
Table 2. Group's overall performance
2025 2024
£m (unless stated) £m (unless stated)
Operating income 923.3 895.9
Underlying operating expenses¹ (685.2) (668.3)
Underlying profit before tax¹ 238.1 227.6
Underlying operating margin¹ 25.8% 25.4%
Profit before tax 152.9 99.6
Effective tax rate 26.6% 34.2%
Taxation (40.6) (34.1)
Profit after tax 112.3 65.5
Underlying earnings per share¹ 170.5p 161.6p
Earnings per share 107.9p 63.0p
Dividend per share² 99.0p 93.0p
Return on capital employed (ROCE) 8.3% 4.8%
Underlying return on capital employed¹ 13.1% 12.0%
1. Reconciliation between the measure stated and its closest IFRS equivalent
is set out in the Alternative performance measures section.
2. Total of the interim dividend paid and the final dividend proposed for
the financial year.
Review of performance
Profit before tax (PBT) increased on both an underlying and statutory basis.
Underlying PBT grew by 4.6% to £238.1 million, driven by synergy delivery and
income growth. Synergy delivery continued as the year progressed, resulting in
a total benefit to underlying PBT for the year of £56.5 million, an increase
of £31.1 million relative to the prior year. The benefit of synergies to
underlying PBT in the second half of the year was £37.0 million, reflecting
virtually all of the full benefit of the synergies delivered throughout the
half year, as synergies relating to the decommissioning of the IW&I
platform were realised early in the second half and maintained thereafter.
Statutory PBT, which grew by 53.5% to £152.9 million (2024: £99.6 million),
also benefited from a significant reduction in the level of integration
related costs, which decreased to £39.9 million for the year (2024: £83.4
million).
Operating income increased by 3.1% to £923.3 million. Investment management
and asset management fees are calculated on the value of FUMA and hence
benefited from the overall increase in asset values during the year. While
FUMA increased by 5.9% to £115.6 billion for the year overall, fee income for
the first quarter was affected by the 4.7% fall in asset values at the end of
that quarter. This adversely affected investment management fees in the Wealth
Management segment in particular, with fees for the first quarter reflecting
the lower value of portfolios on the dates the fees were calculated for the
full quarter on 31 March and 4 April 2025. Fee income improved during the
remainder of the year as markets recovered.
Transaction-based commission income increased by 3.9% relative to the prior
year as the volume of transactions undertaken in managing clients' portfolios
remained buoyant. Transaction volumes were elevated by the investment
opportunities provided by the recovery and continued rise in the markets,
along with increased activity ahead of the UK Budget in November.
Net interest income increased to £86.7 million for the year (2024: £63.9
million). This increase was driven predominantly by the migration of IW&I
clients onto the Rathbones' banking model. Prior to migration, interest
relating to client money deposits arising within IW&I was recognised
within other income, as client money balances within IW&I did not
represent on-balance sheet banking deposits. The increase in net interest
income also reflects an increase in the synergy benefit of £6.0 million
relating to the higher net interest margin that is generated under the
Group's banking model relative to the client money model that IW&I
operated under. The reductions in the UK base rate that arose during the year
had a relatively modest impact on the net interest margin, as we were able to
maintain the margin on deposits, which is the largest element of the Group's
liquidity. In addition, the full effect of base rate reductions does not
arise immediately as a result of the profile of our treasury investments.
Advice income grew by 6.8% to £58.2 million (2024: £54.5 million) as we
continue to increase the provision of financial planning advice to clients.
The overall growth in income was supported by resilient income margins, which
remained at or above prior year levels across the primary income streams of
the Wealth Management segment. The income margin of the Asset Management
segment reduced in line with the changing mix of funds, which continued to
shift towards a higher proportion of multi-asset funds which carry a lower
annual management charge than single strategy funds.
Underlying operating expenses increased by 2.5% to £685.2 million (2024:
£668.3million), despite the benefit of further synergy delivery during the
year. The increase in synergies reduced operating costs by £23.9 million
relative to the prior year but this was offset by the cost headwinds we have
referred to previously, which include the increase in NIC, the FSCS levy and
irrecoverable VAT, along with the impact of inflation on both salary and
non-staff costs. Further details regarding the cost base are set out in the
segmental reporting section.
While fixed staff costs were affected by inflation and the non-recurring costs
of executive changes, headcount reduced significantly during the course of the
year as we completed the integration process. Headcount at 31 December 2025
was 3,251, a reduction of 294 heads relative to 31 December 2024.
The underlying operating profit margin is calculated as underlying profit
before tax as a percentage of operating income. Progress towards our 30%
margin target was relatively modest in 2025, in line with our previous
guidance, albeit increasing to 25.8% for the year from 25.4% in 2024.
While the 2025 margin benefitted from synergies exceeding our target during
the second half of the year, this was offset by the impact of the market
fall at the end of the first quarter. However, the underlying margin for the
second half of the year of 27.5% (2024: 25.8%) that we carry into 2026 shows
the margin progress we have made during the year.
Non-underlying costs comprise acquisition and integration costs, and the
amortisation of intangible fixed assets. Integration costs reduced
significantly relative to their peak in 2024 as we moved through the
integration process. Taking into account the costs incurred to date and those
that will be incurred in future years relating to the IW&I integration, we
continue to expect the total costs of the IW&I integration to be within
our original guidance.
The environment has remained challenging for net flows, particularly in the
Asset Management segment which continues to be affected by the tough
environment affecting the UK asset management industry. As a consequence, the
Asset Management segment reported net outflows of £0.7 billion excluding
intragroup flows. The Wealth Management segment reported net outflows of £0.8
billion for the year. The focus on client migration and the subsequent need
for investment management teams of the legacy IW&I business to become
accustomed to new systems and processes remained a headwind throughout the
year. External factors also remained relevant, with uncertainty in advance of
the UK Budget in November affecting both investor sentiment and driving
pre-emptive actions by some clients which increased outflows. However, net
outflows for the Wealth Management segment in the fourth quarter were the
lowest of the year at £64 million, being 7.7% of the total for the year.
Capital discipline is a fundamental priority and we will continue to improve
the efficiency of the Group's capital base in accordance with our capital
allocation framework. We announced the completion of the buyback of £50
million of share capital on 16 February 2026. The Group remains highly cash
and capital generative, with the rate of capital generation increasing as a
result of synergy delivery and integration costs having largely been incurred.
Following the recent completion of Rathbones' first share buyback, we have
announced that the programme will be extended to include a further amount of
up to £20 million of shares which will be repurchased subject to regulatory
approval
Our progressive dividend policy remains a central part of our capital
allocation framework. The final dividend of 68 pence per share that we have
proposed today brings the total dividend for the year to 99 pence per share,
representing an increase of 6.5% relative to the 2024 full year dividend of 93
pence per share.
The increase in statutory PBT this year of 53.5% that is driven by the
increase in underlying profitability and the reduction in integration costs,
means the 2025 dividend is fully covered.
Outlook and guidance
We have set out previously the path from the 2024 underlying operating margin
of 25.4% to our target of 30% from the fourth quarter of 2026, being three
years following the completion of the IW&I transaction. This was based on
the full delivery of synergies increasing the margin to 28%, with the
remaining uplift dependent on net organic growth. Our expectation that
market-driven growth in FUMA would offset the impact on the margin of cost
inflation also underpinned this path.
Whilst market appreciation has offset inflation and synergies have exceeded
our original target, these benefits have been neutralised by net outflows
during 2025 and the cost headwinds we communicated with our 2025 half year
results relating to irrecoverable VAT and property costs. In addition, we
continue to anticipate some further erosion of our net interest income margin
prior to the fourth quarter of 2026 due to recent and anticipated reductions
in the UK base rate.
Taking these factors together, we continue to expect synergy benefits to
increase the underlying operating margin to 28% from the fourth quarter of
2026. In addition, although synergy delivery is now complete, we have
identified further opportunities for cost efficiencies which we expect to
achieve during 2026 through continuing improvements of our systems, processes
and operating model. With the benefit of these further efficiencies, which are
expected to be in place during the second half of 2026, we remain on track to
achieve our 30% underlying operating margin target for the fourth quarter of
2026 assuming overall FUMA growth of 3% during 2026, stable inflation and
interest rates being in line with current market expectations.
As set out in the Chief Executive's report, we are consolidating our client
lifecycle and relationship management capabilities into a single platform
using Salesforce and Xplan, which will replace InvestCloud. We expect
this process to be complete by the end of the third quarter of 2026 and
result in a short-term increase in our operating platform expenditure of £7.0
million in 2026 relative to 2025, reflecting a £9.0 million increase in the
first half, partly offset by a £2.0 million reduction in the second half.
The costs to implement InvestCloud were largely expensed as incurred and
there will be no amounts to write off as a result of the change.
Taking this investment into account along with the normal recognition of the
annual FSCS levy, which is fully expensed during the first half, we expect
the underlying operating margin to be notably lower for the first half of 2026
than for the second half, with the margin percentage being in the mid 20s. The
margin is expected to show significant progress during the second half,
reaching 30% during the final quarter, as the platform investment is
completed and the benefits of further cost efficiencies are realised. We
expect the overall margin for 2026 to be broadly consistent with the second
half of 2025, with percentage being in the upper 20s.
All of the margin guidance above assumes 3% overall growth in FUMA during 2026
and stable inflation. The guidance takes into account all of the movements we
expect in income and costs during 2026. The expected movements in income are:
- Fee income being dependent upon the level of FUMA
- Commission income being some 5% lower in 2026 as volumes normalise
- Net interest income being broadly flat relative to 2025. This is the net
effect of a reduction in the income margin as result of recent and future
base rate reductions offset by a full year of both synergy benefits and the
recognition of interest income relating to the IW&I business. IW&I's
interest margin relating to client money balances was recognised within other
costs prior to migration onto the Rathbones banking model and there will be
a corresponding £8 million reduction in other income in 2026
- Advice income is expected to maintain a similar rate of growth to 2025.
The expected movements in costs in 2026 are:
- Increased expenditure relating to our strategic initiatives of £11
million, which includes £7 million of investment to consolidate the client
lifecycle and relationship management capabilities explained previously
- Increased synergy benefits of £16 million, as a result of there being a
full year of the benefit of synergies realised in 2025
- Technology & change spend will be £7 million higher as we increase
our change capacity to accelerate continuous improvements
- Staff costs will be £10 million higher, mostly reflecting inflation. The
new remuneration scheme for client facing teams was implemented on 1 January
2026 within the existing level of cost, albeit with some rebalancing of
fixed and variable remuneration to achieve consistency across the combined
group
- Non-staff costs will be subject to inflation
- The benefit of the additional cost efficiencies that will increase over
the course of the year
- The normal recognition of the annual FSCS levy, which is fully expensed
during the first half of the year
- Integration costs, which are reported as non-underlying costs, are
expected to be £17 million in 2026, predominantly relating
to integration-related awards, the cost of which is recognised over the
vesting period.
The effective tax rate for 2026 is expected to remain consistent with the
level of 26.6% for 2025
As set out in the Chief Executive's report, the Rathbones Growth Unit
incentive scheme has been introduced from 1 January 2026. The first awards
under the scheme are due to be made in 2027 in respect of 2026 performance.
Awards will be delivered entirely in shares vesting after three years. The
scheme will not therefore have any impact on 2026 expenditure. As the scheme
is dependent upon improved rates of growth, it is not expected to have a
significant impact on the future underlying profit margin, as associated costs
will be offset by the benefits generated.
The key milestones we have reached in 2025 - completing the IW&I
integration and delivering the related synergies - provide a firm foundation
as we move forward into 2026. The underlying operating margin of 27.5% that
we carry into the new financial year provides further momentum as we continue
to apply our disciplined approach to capital and focus our resources on the
factors that will support our future growth.
Iain Hooley
Group Chief Financial Officer
Financial review
Segmental review
The Group operates through two segments: Wealth Management and Asset
Management.
Following the migration of all IW&I FUMA into Rathbones Investment
Management, we will present FUMA from 1 January 2026 on the simpler segmental
basis as set out in table 1, which shows the FUMA of each segment, analysed by
mandate or fund type. Table 2 shows the breakdown of FUMA and flows by service
level on a consistent basis with presentation through 2025. A reconciliation
of closing FUMA using the service level presentation to the segmental
presentation is set out in table 3.
Table 1. Segmental FUMA by mandate or fund type
31 December 2025 Opening FUMA Gross inflow Gross outflow Net flow Transfers & migrated assets(1) Market and investment performance Closing FUMA Annualised Net Growth
£bn £bn £bn £bn £bn £bn £bn %
Discretionary & Managed 88.3 8.1 (8.6) (0.5) (0.2) 7.1 94.7 (0.6)%
MPS & Select services 3.4 0.4 (0.3) 0.1 0.1 0.4 4.0 2.9%
Execution only 7.6 0.9 (1.3) (0.4) (0.2) 0.5 7.5 (5.3)%
Wealth Management 99.3 9.4 (10.2) (0.8) (0.3) 8.0 106.2 (0.8)%
Multi Asset funds 8.5 1.9 (1.8) 0.1 - 0.8 9.4 1.2%
Single Strategy funds 7.3 1.6 (2.4) (0.8) 0.2 0.5 7.2 (11.0)%
Asset Management - gross segmental FUMA 15.8 3.5 (4.2) (0.7) 0.2 1.3 16.6 (4.4)%
Intra-group FUMA(2) (5.9) (1.7) 1.1 (0.6) (0.2) (0.5) (7.2) 10.2%
Asset Management excluding intra-group 9.9 1.8 (3.1) (1.3) - 0.8 9.4 (13.1)%
Total Group 109.2 11.2 (13.3) (2.1) (0.3) 8.8 115.6 (1.9)%
1. The migrated assets column does not net to zero due to a change in the
classification of certain IW&I FUMA which does not meet the criteria for
inclusion within reported FUMA for the Rathbones group. There is no impact on
revenue resulting from this change
2. Intragroup FUMA comprises assets managed by the Asset Management segment
which relates to propositions of the Wealth Management segment.
Table 2. Breakdown of FUMA and flows by service level
Year ended 31 December 2025 Opening FUMA Gross inflows Gross outflows £bn Net Transfers & migrated assets(1) Market & Closing Net growth
£bn £bn flows £bn investment FUMA (flows)
£bn performance £bn %
£bn
Rathbones Investment Management 52.9 7.4 (7.3) 0.1 34.7 9.4 97.1 0.2%
Bespoke portfolios 47.8 6.7 (6.8) (0.1) 33.7 8.7 90.1 (0.2)%
Managed via in-house funds 5.1 0.7 (0.5) 0.2 1.0 0.7 7.0 3.9%
Multi-asset funds 3.1 0.6 (0.8) (0.2) - 0.3 3.2 (6.5)%
Rathbones discretionary and managed 56.0 8.0 (8.1) (0.1) 34.7 9.7 100.3 (0.2)%
Non-discretionary service 0.7 0.1 (0.1) - 0.9 0.1 1.7 0.0%
IW&I 43.0 1.2 (1.8) (0.6) (40.2) (2.2) - (1.4)%
Single-strategy funds 6.8 1.3 (2.3) (1.0) - 0.4 6.2 (14.7)%
Execution only and banking 2.7 0.6 (1.0) (0.4) 4.3 0.8 7.4 (14.8)%
Total Group 109.2 11.2 (13.3) (2.1) (0.3) 8.8 115.6 (1.9)%
1. The migrated assets column does not net to zero due to a change in the
classification of certain IW&I FUMA which does not meet the criteria for
inclusion within reported FUMA for the Rathbones group. There is no impact on
revenue resulting from this change
Year ended 31 December 2024 Opening FUMA Gross inflows £bn Gross outflows £bn Net Transfers & migrated assets Market & Closing Net growth
£bn flows £bn investment FUMA (flows)
£bn performance £bn %
£bn
Rathbones Investment Management 48.8 5.3 (4.5) 0.8 1.2 2.1 52.9 1.7%
Bespoke portfolios 45.0 4.7 (4.1) 0.6 0.4 1.8 47.8 1.4%
Managed via in-house funds 3.8 0.6 (0.4) 0.2 0.8 0.3 5.1 5.1%
Multi-asset funds 2.5 1.0 (0.8) 0.2 0.1 0.3 3.1 7.7%
Rathbones discretionary and managed 51.3 6.3 (5.3) 1.0 1.3 2.4 56.0 2.0%
Non-discretionary service 0.7 - - - - - 0.7 (2.9)%
IW&I(1) 42.3 4.0 (5.0) (1.0) (0.3) 2.0 43.0 (2.5)%
Saunderson House 1.6 0.1 (0.5) (0.4) (1.2) - - (26.8)%
Single-strategy funds 6.7 1.3 (1.9) (0.6) - 0.7 6.8 (8.1)%
Execution only and banking 2.7 0.4 (0.8) (0.4) 0.2 0.2 2.7 (14.5)%
Total Group 105.3 12.1 (13.5) (1.4) - 5.3 109.2 (1.3)%
Table 3. Reconciliation of closing FUM
Wealth Management FUMA Asset Management FUMA (Gross) Intra-group FUMA(1) Asset Management FUMA (Net)(1) Total Group FUMA
Year ended 31 December 2025 £bn £bn £bn £bn £bn
Rathbones Investment Management 97.1 - - - 97.1
Bespoke portfolios 90.1 - - - 90.1
Managed via in-house funds 7.0 - - - 7.0
Multi-Asset funds - 9.4 (6.2) 3.2 3.2
Rathbones Discretionary & Managed 97.1 9.4 (6.2) 3.2 100.3
Non-discretionary service 1.7 - - - 1.7
Single-Strategy funds - 7.2 (1.0) 6.2 6.2
Execution Only 7.4 - - - 7.4
Total 106.2 16.6 (7.2) 9.4 115.6
1. FUMA of the Asset Management segment excludes £7.2bn of assets at 31
December 2025 which are managed by the segment but relate to propositions of
the Wealth Management segment. This FUMA is reported within the Wealth
Management segment.
Wealth Management
Wealth Management income is primarily driven by income margins earned from
FUMA. Income margins are expressed as a basis point return, which depends on a
mix of tiered annual fee rates and commissions charged for transactions
undertaken on behalf of clients. Fee and commission income margins are
calculated as annual income divided by the gross average FUMA of the segment.
Funds under management and administration
Year-on-year changes in the key performance indicators and other metrics for
Wealth Management are shown in table 4. Total Wealth Management FUMA
increased by 6.9% to £106.2 billion as at 31 December 2025. This has been
driven by market movements which were positive for the year overall and more
than offset the 0.8% negative net flows position reported for the segment for
2025.
While the overall net flows position was negative, this represented an
improvement relative to the prior year net outflow position of 1.1%. Table 5
reconciles the movement in Wealth Management FUMA during the year.
Gross inflows remained strong in 2025 at 9.5% of opening FUMA. The Wealth
Management segment continued to broadly maintain levels of new business
despite the focus of IW&I investment teams on the final stages of the
IW&I integration process and the migration of IW&I clients onto the
Rathbones operating platform. This particularly affected the first half of the
year, with gross inflows increasing during the second half of the year by
£0.7 billion relative to the first half. Gross outflows improved by £0.5
billion (4.7%) relative to the prior year but remained elevated at 10.3% of
opening FUMA, being higher during the second half of the year, particularly
prior to the UK Autumn Budget. Despite the increase in gross outflows ahead of
the UK Budget, net outflows for the final quarter of the year were the lowest
quarter of the year at £64 million, representing 7.7% of the total net
outflows for the year of £830 million.
We continue to see positive net inflows in respect of those clients who
receive financial planning services in addition to investment management
services. Net inflows linked to internal financial planning advisors were
£0.3 billion during 2025. We continue to pursue our objective of increasing
the proportion of our client base who utilise our financial planning service.
We continue to respond to changes in the external financial advisor market,
which include continuing consolidation of IFA firms and increased appetite for
different investment solutions. The launch of the Core MPS service during
2025 is an important step to ensuring the breadth of our investment
solutions remain competitive in this channel.
Table 4. Wealth Management - Key performance indicators and other metrics
2025 2024
FUMA at 31 December(1) £106.2bn £99.3bn
Rate of total net growth (net flows) in Wealth Management funds under (0.8%) (1.1%)
management and administration(2)
Revenue margin(3) (bps) 68.1 67.5
Number of Investment Management clients(4) 119,100 114,700
Number of investment managers(5) 631 630
1. FUMA disclosed on a gross basis (inclusive of intra-group FUMA).
2. See table 5 (percentages calculated on unrounded figures)
3. Revenue margin based on fee and commission income, expressed in 'basis
points' (bps). See table 8
4. The increase in the period is driven by an alignment of the methodology
for calculating this number following the migration of IW&I onto Rathbones
core systems.
5. The method of calculating the number of investment managers was revised
in 2025 following changes in the organisation which resulted in an alignment
of methodologies. The number of investment managers in 2024 have been
restated.
Table 5. Wealth Management - Funds under management and administration
Year ended 31 December 2025 2024
£bn £bn
As at 1 January 99.3 96.1
Inflows 9.4 9.7
Outflows (10.2) (10.7)
IW&I Migrated assets (0.3) -
Market movement, investment performance and transfers 8.0 4.2
As at 31 December 106.2 99.3
Rate of total net growth (0.8)% (1.1)%
Turnover of Investment Managers has remained low during 2025. Outflows linked
to Investment Managers who left IW&I prior to the announcement of the
combination have continued to decline over the year and reached negligible
levels by the end of the year.
The net amount shown of £0.3 billion relating to IW&I migrated assets
shown in table 5 comprise FUMA of the IW&I business that does not qualify
for disclosure within the Rathbones Group.
Financial performance
Underlying profit before tax for the Wealth Management segment increased by
2.3% in the year to £206.9 million. This represents an underlying operating
margin of 24.7% (2024: 24.8%).
Net investment management fee income increased by £9.5 million (1.7%) in
2025. This reflects higher levels of FUMA during the year which has been
driven by market growth and has offset the impact of net outflows of FUMA
noted above.
Whilst headline FUMA has increased by 6.9% during the year overall, the
average FUMA at the key quarterly billing dates is only 2.4% higher than the
prior year. This reflects the fall in asset values at the end of the first
quarter following the announcement of widespread tariffs by the US government.
The resulting low point in the value of portfolios coincided with the first
quarterly billing of investment management fees of the year on 31 March and 4
April 2025 which had a significant adverse impact on fee income prior to the
market recovery which followed.
Transaction based commission increased by 3.9% to £95.4 million (2024: £91.8
million). Transaction activity remained buoyant during the year, elevated by
investment opportunities following the fall in asset values at the end of the
first quarter and subsequent recovery, along with heightened activity ahead of
the UK Autumn Budget.
Net interest income increased by £22.5 million. Net interest income needs to
be considered in conjunction with Other income, as prior to the IW&I
migration, the income generated from IW&I client money deposits was
reported within Other income. The net increase across these two income streams
is £6.9 million. This overall increase is primarily driven by £6.0 million
of synergy benefit resulting from the higher net interest margin that is
generated under the Group's banking model relative to the client money model
which IW&I operated under prior to the migration of IW&I clients onto
the Rathbones platform. The reductions in the UK base rate that arose during
the year had a relatively modest impact on the net interest margin, as we
were able to maintain the margin on deposits, which is the largest element of
the segment's liquidity. In addition, the full effect of base rate reductions
does not fully arise immediately as a result of our treasury investments.
Fees from advisory services increased by 6.8% to £58.2 million as we continue
to use our financial planning capability to increase the number of new and
existing clients who receive financial planning services.
Table 6. Wealth Management - Financial performance
2025 2024
£m £m
Net investment management fee income(1) 584.6 575.1
Net commission income 95.4 91.8
Net interest income 84.8 62.3
Fees from advisory services(2) 58.2 54.5
Other income 14.9 30.5
Operating income 837.9 814.2
Underlying operating expenses(3) (631.0) (612.0)
Underlying profit before tax 206.9 202.2
Underlying operating margin 24.7% 24.8%
1. Net investment management fee income is stated after deducting fees and
commission expenses paid to introducers
2. Fees from advisory services includes income from trust, tax and financial
planning services
3. See table 9
Table 7. Wealth Management - Average funds under management and administration
2025 2024
£bn £bn
- Q1 94.5 95.9
- Q2 99.4 98.7
- Q3 103.1 99.2
- Q4 106.2 99.6
Quarterly average(2) 100.8 98.4
1. Current and prior year FUMA disclosed on a gross basis (Inclusive of
intra-group FUMA). Previously this table was presented on the basis of net
FUMA in the Annual Report & Accounts
2. Quarterly average FUMA
Underlying operating expenses increased by 3.1% to £631.0 million despite the
increased benefit of synergy delivery during the year. The increase in
synergies reduced operating costs by £23.9 million relative to the prior year
but this was offset by other factors with the key elements being:
- Salary and general cost inflation
- The rise in employer's NIC and FSCS levies
- Higher variable staff costs linked to higher income levels
- Non-recurring costs incurred in the year, which include those relating to
executive changes.
The integration of IW&I during 2025 has resulted in a movement in the
individual operating expense line items shown in table 9. During 2024, prior
to integration, IW&I was not making significant use of group shared
services and was maintaining the cost of IW&I-specific enablement
functions. Post integration in 2025 these functions all now form part of the
shared service functions which explains the reduction in total staff costs and
increase in other operating expenses (which includes the cost of shared
services).
Table 8. Wealth Management - Revenue margin
2025 2024
bps bps
Basis point return(1) from:
- fee income 58.6 58.5
- commission 9.5 9.0
Basis point return on FUMA 68.1 67.5
1. Fee or commission income, divided by the average gross funds under
management and administration on the quarterly billing dates (see table 7)
Table 9. Wealth Management - Underlying operating expenses
2025 2024
£m £m
Staff costs
- fixed 219.1 233.9
- variable 117.7 129.5
Total staff costs 336.8 363.4
Other operating expenses 294.2 248.6
Underlying operating expenses 631.0 612.0
Underlying cost/income ratio(1) 75.3% 75.2%
1. Underlying operating expenses as a percentage of operating income (see
table 6)
Asset Management
The financial performance of the Asset Management segment is principally
driven by the value of funds under management (FUM). Year-on-year changes in
the key performance indicators and other metrics for Asset Management are
shown in table 10. The FUM stated represents the value of assets managed by
the segment gross of intragroup assets, being those relating to services of
the Wealth Management segment which utilise the funds managed by the Asset
Management segment.
Table 10. Asset Management - Key performance indicators and other metrics
2025 2024
FUM at 31 December(1) £16.6bn £15.8bn
Rate of net growth in Asset Management FUM(1) (4.4%) 4.3%
Underlying profit before tax(2) £31.2m £25.4m
1. See table 12
2. See table 14
Table 11. Asset Management - Funds under management by product
2025 2024
£bn £bn
Rathbone Multi-Asset Portfolios 7.6 6.9
Rathbone Global Opportunities Fund 3.8 4.1
Rathbone Ethical Bond Fund 1.9 2.0
Other funds 3.3 2.8
16.6 15.8
Funds under management
Overall FUM in the Asset Management segment grew by 5.1% to a record level of
£16.6 billion at the end of 2025. This was driven by rising investment
markets but was partially offset by the continuing challenging environment for
net flows.
The Asset Management segment reported net outflows of £0.7 billion (2024: net
inflows £0.6 billion) for the year which equates to a negative rate of growth
of 4.4% (2024: growth of 4.3%). Conditions remained tough across the broader
asset management industry and the position on single strategy fund flows has
been particularly challenging with a net outflow of £0.8 billion in 2025
(2024: net outflow of £0.6 billion). Growth in the multi-asset funds was
significantly lower than 2024 but still reported a net inflow of £0.2 billion
(2024: £1.2 billion). Total net flows for the segment include inflows
relating to services of the Wealth Management segment which amounted to £0.6
billion (2024: £1.0 billion). After excluding these intragroup inflows, net
outflows were £1.3 billion (2024: net outflows of £0.4 billion).
Gross inflows reduced by 20% to £3.5 billion, which illustrates the more
difficult backdrop for growth that continued across the industry. The
reduction in inflows was particularly pronounced in the multi-asset funds
where flows were down £0.9 billion (31%) relative to 2024. Single strategy
gross inflows were materially in line with 2024.
Gross outflows increased by 10.5% to £4.2 billion which was predominately
driven by outflows from single strategy funds of £2.3 billion (2024: £1.9
billion). Multi-asset outflows were broadly in line with 2024.
During the year we continued to see the benefits of having a diverse range of
fund offerings and the use of these funds as investment solutions to support
the Wealth Management segment. The flows generated from the Wealth Management
segment includes the Core MPS range which launched in 2025 and which we expect
to be an area of growth for the Group. The business also launched the Asia
excluding Japan fund and the Charity Growth & Income Fund (CAIF) during
the year. Whilst these new funds report modest inflows in their early stages,
they represent important enhancements to the breadth of our overall asset
management offering.
Performance has been more challenging during 2025 and table 13 shows quartile
performance for the main single strategy funds. The Ethical Bond fund
continues to perform well and is in the top quartile over both one and three
years. Both the Ethical Bond and Global Opportunities fund remain top quartile
since launch. The aggregate performance across all funds in 2025 was 0.8%
above benchmark and an annualised 1.3% above benchmark over the last three
years.
Table 12. Asset Management - Funds under management
Year ended 31 December 2025 2024
£bn £bn
As at 1 January 15.8 13.8
Net inflows (0.7) 0.6
- inflows(1) 3.5 4.4
- outflows(1) (4.2) (3.8)
Market movement, investment performance and transfers(2) 1.5 1.4
As at 31 December 16.6 15.8
Rate of net growth (4.4)% 4.3%
1. Valued at the date of transfer in or out
2. Impact of market movements and relative performance
Table 13. Asset Management - Performance(1, 2, 4)
2025/(2024) Quartile ranking³ over 1 year 3 years 5 years
Rathbone Ethical Bond Fund 1 (1) 1 (2) 2 (2)
Rathbone Global Opportunities Fund 3 (2) 2 (3) 3 (1)
Rathbone Income Fund 2 (4) 3 (3) 2 (3)
Rathbone Strategic Bond Fund 3 (2) 2 (3) 3 (3)
Rathbone UK Opportunities Fund 4 (3) 3 (4) 4 (4)
1. Quartile ranking data is sourced from FE Trustnet
2. Excludes multi-asset funds (for which quartile rankings are prohibited by
the Investment Association (IA)), High Quality Bond Fund, which has no
relevant peer group against which to measure quartile performance,
non-publicly marketed funds and segregated mandates
3. Ranking of institutional share classes at 31 December 2025 and 2024
against other funds in the same IA sector, based on total return performance,
net of fees (consistent with investment performance information reported in
the funds' monthly factsheets)
4. Funds included in the above table account for 39% of the total FUM of
total FUM of the Asset Management segment.
Financial performance
Asset Management income is primarily derived from annual management charges,
which are calculated on a daily basis on the value of FUM in each fund, net of
rebates payable to intermediaries.
Net annual management charges increased by 3.9% to £82.5 million during 2025.
This reflects the rise in average FUM over the year. However, there was a
further 1.4bps reduction in the overall fee income yield to 51.8bps as the
multi-asset funds, which are lower yielding than single strategy funds,
continued to grow as a proportion of overall funds under management. The
multi-asset funds now make up 56.6% of total FUM (2024: 53.8%).
Underlying operating expenses decreased by 3.7% to £54.2 million (2024:
£56.3 million) during 2025. Total staff costs decreased by £3.7 million as
the impact of higher fixed staff costs linked to salary inflation and
headcount growth to support new fund launches was offset by a normalisation in
the level of variable staff costs following the elevated charge in 2024 which
related to the accounting for deferred share awards. Other operating expenses
increased by 5.7% reflecting both inflation and costs associated with new fund
launches.
Table 14. Asset Management - Financial performance
2025 2024
£m £m
Net annual management charges 82.5 79.4
Interest and other income 2.9 2.3
Operating income 85.4 81.7
Underlying operating expenses(1) (54.2) (56.3)
Underlying profit before tax 31.2 25.4
Operating % margin(2) 36.5% 31.1%
1. See table 15
2. Underlying profit before tax divided by operating income
Table 15. Asset Management - Underlying operating expenses
2025 2024
£m £m
Staff costs
- Fixed 9.9 7.9
- Variable 14.8 20.5
Total staff costs 24.7 28.4
Other operating expenses 29.5 27.9
Underlying operating expenses 54.2 56.3
Underlying cost/income ratio(1) 63.5% 68.9%
1. Underlying operating expenses as a percentage of operating income (see
table 14)
Financial position
Summary of financial positions
As a banking group, Rathbones is required to operate in accordance with the
requirements relating to capital resources and banking exposures prescribed by
the Capital Requirements Regulation, as applied in the UK by the Prudential
Regulation Authority (PRA). The Group is required to ensure it maintains
adequate capital resources to meet its combined Pillar 1 and Pillar 2
requirements.
Table 16. Group's financial position
2025 2024
£m £m
(unless stated) (unless stated)
Own funds(1)
- Common Equity Tier 1 ratio(2) 18.0% 19.0%
- Total own funds ratio(3) 19.4% 20.6%
- Total retained earnings 578.5 279.8
- Tier 2 subordinated loan notes(4) 39.9 39.9
- Total risk exposure amount 2,778.3 2,521.9
- Leverage ratio(5) 17.3% 21.1%
Other resources:
- Total assets 5,217.2 4,290.1
- Treasury assets(6) 3,633.0 2,737.4
- Investment Management loan book 145.1 76.0
- Intangible assets from acquired growth(7) 436.9 468.5
- Tangible assets and software(8) 54.7 62.5
Liabilities:
- Due to customers(9) 3,284.4 2,352.1
- Net defined benefit pension asset 0.6 0.5
1. Stated inclusive of the retained profit for the year ended 31 December
2025 which became verified profit on 25 February 2026, but prior to taking
into account the proposed final dividend relating to 2025.
2. Common Equity Tier 1 capital as a proportion of total risk exposure
amount
3. Total own funds (see table 17) as a proportion of total risk exposure
amount
4. Represents the carrying value of the Tier 2 loan notes
5. Tier 1 capital as a percentage of total assets, excluding intangible
assets, plus certain off-balance-sheet exposures
6. Balances with central banks, loans and advances to banks and investment
securities
7. Net book value of acquired client relationships and goodwill (note 7)
8. Net book value of property, plant and equipment and computer software
9. Total amounts of cash in client portfolios held by Rathbones Investment
Management as a bank
The Group's Pillar 3 disclosures are published annually on our website
(rathbones.com/investor-relations/results-and-presentation
(https://www.rathbones.com/en-gb/wealth-management/investor-relations/results-reports-and-presentations)
s) and provide further details about regulatory capital resources and
requirements. The Group's key financial positions are set out in table 16.
The Group's CET1 and total capital ratios decreased year on year, reflecting
both an increase in the Pillar 1 capital requirement (see table 18) and the
return of surplus capital to shareholders up to 31 December 2025 relating to
the share buyback. The increase in the requirement was driven by
the migration of IW&I clients to Rathbones Investment Management Limited
(RIM) from April 2025. Client deposits, which were previously held off balance
sheet by IW&I under CASS requirements, became on‑balance sheet banking
deposits and were subsequently invested in accordance with the RIM treasury
mandate. This change resulted in a higher Pillar 1 credit risk charge.
The share premium reduction completed in July 2025 increased retained earnings
but was neutral from a regulatory capital perspective. In addition, the Group
launched a £50 million share buyback programme in September 2025, under which
£36.2 million of shares had been repurchased in the market by year end. The
resulting reduction in share capital was largely offset by lower CET1
regulatory deductions.
The leverage ratio was 17.3% at 31 December 2025, reduced from 21.1% at 31
December 2024. The leverage ratio represents our Tier 1 capital (own funds)
as a percentage of the Group's total assets (i.e. the 'exposure measure'),
excluding central bank exposure and intangible assets. Whilst total assets and
Tier 1 capital increased in the year due to the IW&I client migration,
assets excluded from the exposure measure (central bank exposure and
regulatory deductions) represented a lower proportion of the balance sheet.
This resulted in a decrease to the leverage ratio.
At 31 December 2025, neither RIM nor the Group was subject to a minimum
leverage ratio requirement.
Capital management
The Group continues to maintain a robust capital base, with a surplus of
capital above the regulatory minimum of £197.5 million at 31 December 2025
(including retained profit for the year ended 31 December 2025 which became
verified profit on 26 February 2026, but prior to reflecting the proposed
final dividend relating to 2025 of £70.1 million).
The Group successfully completed its £50 million share buyback programme in
February 2026. As we continue to apply our capital allocation framework, we
have announced an extension of £20 million to the buyback programme, subject
to regulatory approval. The Board will continue to review the Group's capital
position to inform future capital allocation decisions, taking into account
regulatory requirements and strategic priorities.
Capital resources
At 31 December 2025, the Group's regulatory own funds (including retained
profit for the year ended 31 December 2025 which became verified profit on 26
February 2026) were £539.3 million (2024: £520.2 million). This figure is
prior to taking into account the proposed final dividend relating to 2025. Own
funds consisted of both Common Equity Tier 1 and Tier 2 capital (see table
17).
Table 17. Group's regulatory own funds(1)
2025 2024
£m £m
Share capital and share premium(2) 12.3 323.3
Reserves 1,402.9 1,104.2
Less:
Own shares (63.3) (68.1)
Intangible assets(3) (852.0) (878.7)
Retirement benefit asset(4) (0.6) (0.5)
Common Equity Tier 1 own funds 499.3 480.2
Tier 2 own funds 40.0 40.0
Total own funds 539.3 520.2
1. Stated inclusive of the retained profit for the year ended 31 December
2025 which became verified profit on 26 February 2026, but prior to taking
into account the proposed final dividend relating to 2025.
2. Following Court approval, on 11 June 2025, £317,824,953 of the company's
share premium account was cancelled and converted to distributable retained
earnings to allow for more efficient management of shareholdersʼ capital. The
cancellation had no net impact on the company's total equity.
3. Net book value of goodwill, client relationship intangible assets and
software is deducted directly from own funds, less any related deferred tax
4. The retirement benefit asset is deducted directly from own funds
The Tier 2 eligible own funds equate to £40.0 million of ten-year
subordinated loan notes, which were issued in October 2021 and have a carrying
value of £39.9 million. The notes introduced a small amount of gearing into
our balance sheet as a way of financing future growth in a cost-effective and
capital-efficient manner. They are repayable in October 2031, with a call
option for the issuer annually from 2026. Interest is payable at a fixed rate
of 5.6% per annum until the first option call date, and at a rate of 4.9% over
Compound Daily SONIA thereafter.
When taking the capital requirement into account, the resulting capital
surplus at the end of 2025 of £197.5 million represents a decrease of £9.7
million relative to the surplus of £207.2 million as at
31 December 2024.
Capital requirement
The Group's own funds requirement (see table 18) is the combined total of both
the Group's Pillar 1 and Pillar 2 requirement. The Pillar 2 requirement
consists of both the Pillar 2A, set by the PRA, and the combined regulatory
buffer requirement.
Table 18. Group's own funds requirements
2025 2024
£m £m
Credit risk requirement 89.2 75.2
Market risk requirement - -
Operational risk requirement 133.1 126.6
Pillar 1 own funds requirement 222.3 201.8
Pillar 2A own funds requirement 0.6 0.6
Total Capital Requirement (TCR) 222.9 202.4
Combined buffer:
Capital Conservation Buffer (CCB) 69.5 63.0
Countercyclical Capital Buffer (CCyB) 49.5 47.6
Total Capital Requirement (TCR) and Combined buffer 341.8 313.0
Pillar 1 own funds requirement
Pillar 1 determines a total risk exposure amount (also known as 'risk-weighted
assets') for the Group, taking into account expected losses in respect of the
Group's exposure to credit, counterparty credit, market and operational risks.
The combined exposure amount equates to the minimum requirement for the amount
of capital the Group must hold.
The increase in credit risk to £89.2 million in 2025 was driven by the
migration of IW&I clients to RIM from April 2025, whereby IW&I's
client money balances previously held off balance sheet under CASS
requirements were recognised as on‑balance sheet banking deposits and
invested in line with the existing RIM treasury mandate.
At 31 December 2025, the Group's total risk exposure amount was £2,778.3
million (2024: £2,521.9 million). This increase was also migration driven.
Pillar 2A own funds requirement
The Pillar 2 requirement supplements the Pillar 1 minimum requirement with
firm-specific Pillar 2A requirements and a framework of regulatory capital
buffers.
The Pillar 2A own funds requirement is set by the PRA as part of its
supervisory review process and the calculation of it remains confidential to
the PRA. The requirement reflects those risks that are specific to the firm
that are not fully captured under the Pillar 1 own funds requirement.
The Group-specific risks that are reflected in the Pillar 2A requirement are
set out overleaf:
Interest rate risk in the banking book
The Group operates on a non-trading book basis, whereby all assets held are
with the intent of holding to maturity. Assets are not actively traded in
secondary markets for speculative purposes. The resulting interest rate risk
represents losses that could arise for a 2% parallel shift in the Bank
of England base rate. The exposure would measure the time to reprice interest
bearing assets and liabilities.
Concentration risk
Greater potential exposure as a result of the concentration of borrowers
located in the UK relative to other overseas jurisdictions.
Combined buffer requirement
The Group is also required to maintain two regulatory capital buffers, both of
which must be met with CET1 capital.
The capital conservation buffer (CCB) is a general buffer, designed to provide
for losses in the event of a stress, and is set by the PRA. The CCB is set at
2.5% of the Group's total risk exposure amount as at 31 December 2025.
The countercyclical capital buffer (CCyB) reflects the credit conditions and
overall health of the financial system in a particular jurisdiction. The firm
specific CCyB reflects the weighted average of rates for relevant credit
exposures. For relevant UK credit risk exposures, the percentage rate that
applies is set by the Financial Policy Committee (FPC) of the Bank of England.
For other jurisdictions where the Group has exposures, the percentage rate
applicable to each jurisdiction is applied and set by their respective
prudential policy makers.
The percentage buffer rate for UK exposures is currently 2.0%. The Group has
relevant credit exposures in other jurisdictions where a different rate
applies, resulting in a weighted rate of 1.78% as at 31 December 2025.
Capital and liquidity monitoring
As required under PRA rules, we perform an Internal Capital Adequacy
Assessment Process (ICAAP) and Internal Liquidity Adequacy Assessment Process
(ILAAP) annually for the consolidated Group. Both processes include performing
a range of stress tests to determine the appropriate level of regulatory
capital and liquidity that the Group should hold above the regulatory minimum.
In addition, we monitor a wide range of capital and liquidity ratio statistics
on a daily and monthly basis. Surplus capital levels are forecast monthly,
taking account of anticipated dividend and investment requirements, to ensure
that appropriate buffers are maintained. Investment of proprietary funds is
controlled by our Group treasury department.
We routinely horizon scan across the regulatory landscape to ensure we
maintain our compliance with future changes in prudential requirements. Our
preparations for the incoming Basel 3.1 regime and the accompanying Small
Domestic Deposit Takers (SDDT) regime are progressing and are a key focus for
the Group.
Total assets
Total assets at 31 December 2025 were £5.2 billion (2024: £4.3 billion), of
which £3.3 billion (2024: £2.4 billion) represents the cash element of
client portfolios that is held as a banking deposit.
RIM treasury assets
As a licensed deposit taker, Rathbones Investment Management Limited (RIM)
holds the Group's surplus liquidity on its balance sheet together with
clients' cash. Cash in client portfolios held on a banking basis of £3.3
billion (2024: £2.4 billion) represented 3.2% of total Investment Management
funds under management and administration at 31 December 2025 which is
consistent with the prior year (2024: 3.2%). Cash held in client money
accounts was £6.5 million (2024: £27.6 million), this decrease is due a
lower proportion of client settlements transactions outstanding in the market
over the year end. These balances are held off balance sheet in accordance
with the Client Money Rules of the FCA.
The value of treasury assets held with the Bank of England increased to £1.5
billion (2024: £1.2 billion), as did investment in marketable securities. The
increases were driven by the migration of IW&I clients to RIM with funds
invested in accordance with our treasury policy and risk appetite.
The Group's treasury department, reporting through the Group's Banking
Committee to the Board, operates in accordance with procedures set out in a
Board-approved treasury manual and monitors exposure to market, credit and
liquidity risk. It invests in certain securities issued by a diversified
range of highly-rated counterparties. These counterparties must be single 'A'
rated or higher by Fitch at the time of investment and are subject to regular
review by the Banking Committee.
IW&I client migration
On migration, IW&I client deposits held off-balance sheet under CASS rules
transferred to RIM. These deposits have since been held by RIM, on-balance
sheet on a banking basis and managed by the Group treasury department in line
with existing Board-approved limits, as set out in the treasury manual.
Loans to clients
Loans are provided as a service to Wealth Management clients who have short-
to medium-term cash requirements. Such loans are normally made on a fully
secured basis against portfolios held in our nominee, with a requirement that
the value of the loan is covered two times by the value of the secured
portfolio. Loans are usually advanced under five year facilities.
Alternatively, charges may be taken on property held by the client to meet
security cover requirements, which applies in a small number of cases.
Our ability to provide such loans is a valuable additional service to clients
who require short- to medium-term finance, typically for bridging finance
when buying and selling their homes.
Loans advanced to clients increased to £146.8 million at end of 2025 (2024:
£76.0 million), which was driven by the novation of £61.1 million of loans
from Investec Bank to RIM for former IW&I clients.
Intangible assets
Intangible assets arise principally from business combinations and are
categorised as goodwill and client relationships. Intangible assets reported
on the balance sheet also include purchased and developed software.
At 31 December 2025, the total carrying value of goodwill and client
relationship intangible assets was £941.8 million (2024: £973.4 million).
During the year, client relationship intangible assets of £13.6 million were
capitalised (2024: £11.6 million). A total of £3.8 million of client
relationship intangible assets were disposed of in the year, relating to
cessations of individual relationships.
Client relationship intangible assets are amortised over the estimated life of
the client relationship, which is generally a period between 10 and 15 years.
The total amortisation charge for client relationships in 2025, including the
impact of any lost relationships, was £41.4 million (2024: £42.2 million).
Capital expenditure
Capital expenditure during 2025 amounted to £4.8 million (2024: £48.7
million).
Capital expenditure in 2025 has returned to normal levels following the
elevated costs in 2024 driven by the enlarged Group's property strategy.
Defined benefit pension schemes
We operate two defined benefit pension schemes. With effect from 30 June 2017,
we closed both schemes, ceasing all future benefit accrual and breaking the
link to salary.
At 31 December 2025 the combined schemes' liabilities, measured on an
accounting basis, had increased to £88.6 million, up 0.8% from £87.9
million at the end of 2024. This increase primarily reflects changes in
financial and demographic assumptions.
On 9 April 2024 both schemes invested in a bulk annuity policy to match their
liabilities as part of a 'buy-in' process. The Schemes' assets are now
therefore almost entirely invested in bulk policies, with some residual funds
in the Schemes' bank accounts or cash deposits. The reported position of the
schemes as at 31 December 2025 was a surplus of £0.6 million (2024: surplus
of £0.5 million).
Liquidity and cash flow
As a bank, the RIM and the Group are subject to the PRA's ILAAP regime, which
requires a suitable liquid assets buffer to be held to ensure that short-term
liquidity requirements can be met under certain stressed scenarios. Liquidity
risks are actively managed on a daily basis and depend on operational and
investment transaction activity.
Cash and balances at central banks amounted to £1.5 billion at 31 December
2025 (2024: £1.2 billion). We continue to hold a substantial portion of the
Group's overall liquidity with central banks. The increase during the year is
predominately driven by the migration of IW&I client balances .
Cash and cash equivalents, as defined by accounting standards, includes cash,
money market funds and banking deposits, which had an original maturity of
less than three months. Consequently, cash flows, as reported in the financial
statements, include the impact of capital flows in treasury assets.
Net cash inflows from operating activities in the year largely reflect a
£937.0 million increase in banking client deposits (2024: £90.2 million
decrease) and a £154.6 million increase in interest received (2024: £147.6
million). Loans and advances to customers increased by £72.3 million in the
year (2024: decrease of £21.8 million) predominately due to the novation of
loans from Investec Bank. These movements reflect the effect of the migration
of IW&I clients and assets onto the Rathbones banking model.
Table 19. Extracts from the Consolidated Statement of Cashflows
2025 2024
£m £m
Cash and cash equivalents at the end of the year 1,768.7 1,459.2
Net cash inflows from operating activities 1,066.2 293.6
Net change in cash and cash equivalents 309.5 156.3
Cash used in investing activities included a net outflow of £589.1 million
from the purchase of certificates of deposit (2024: net inflow of £18.6
million), as we utilised the balances transferred as a result of the IW&I
client migration to maintain our proportion of treasury assets held in
marketable instruments. All investment decisions were made under the existing
low risk appetite framework set by the RIM Banking Committee.
The other significant non-operating cash flows during the year were as
follows:
- outflows relating to the payment of dividends of £98.4 million (2024:
£56.9 million)
- outflows relating to payments to acquire intangible assets of £4.1
million (2024: £9.7 million), which includes payments in respect of awards
made to recently recruited investment managers in relation to the delivery of
new business growth, along with the development of client
software applications
- outflows of £4.8 million relating to capital expenditure on tangible
property, plant and equipment (2024: £46.9 million).
Risk management and control
Our approach to risk management is fundamental to supporting the delivery
of our strategic objectives. Our risk governance and risk processes are
designed to enable the firm to manage risk effectively in accordance with
our risk appetite and to support the long-term future of the firm.
Managing risk
The Board has overall responsibility for risk management across the Group,
regularly assessing the most significant risks and emerging threats to the
Group's strategy. The Board delegates oversight of risk management activities
to the Group Risk and Audit Committees. Our risk governance and
risk management framework supports the Chief Executive and executive
committee members with their day-to-day responsibility for managing risk.
Risk culture
The risk culture embedded across the Group enhances the effectiveness of risk
management and decision-making. The Board promotes a strong risk culture,
reinforced by our executive and senior management team, which encourages
appropriate behaviours and collaboration on managing risk across the Group.
Risk management is an integral part of everyone's day-to-day responsibilities
and activities; it is linked to performance and development, as well as to the
Group's remuneration and reward schemes. We aim to create an open and
transparent working environment, encouraging employees to engage positively
in risk management in support of the achievement of our strategic objectives.
Risk governance and three lines of defence
We operate a three lines of defence model to support risk governance and risk
management across the Group.
Board Audit Committee Group Risk Committee Executive Committee
Sets strategy and risk appetite across the Group, and is ultimately Monitors and reviews the effectiveness of internal controls with oversight of Oversees effectiveness of the risk management framework and activity across Executive Risk Committee
accountable for risk management. the internal audit function in line with the Group's risk profile on behalf the Group. Advises the Board on risk appetite, risk assessment, risk profile
of the Board. It also oversees the appointment and relationship with the and risk culture. Banking Committee
external auditor.
Executive committees with responsibility for management of risk and internal
control across the Group.
Business areas and lines of defence
1 2 3
First line of defence Second line of defence Third line of defence
Senior management Risk, compliance and financial crime functions Internal audit
Business operations and control functions
Responsibility Responsibility Responsibility
Managing risk in line with risk appetite by developing and maintaining an Managing the risk management framework and the independent monitoring, Providing independent assurance to senior management on the effectiveness of
effective system of risk management and internal control. oversight and challenge of first line risk management activity. governance, risk management and internal control.
Risk management framework (RMF) overview
Our RMF provides the foundation for identifying, evaluating, managing and
reporting risk and continually improving the effectiveness of risk management
throughout the firm.
Risk appetite
The Board approves the firm's risk appetite statement and framework at least
annually to ensure it remains consistent with our strategic objectives and
prudential responsibilities.
Specific appetite statements and measures are set for each principle risk.
The risk appetite framework supports strategic decision-making as well as
providing a mechanism to monitor our risk exposures. Regular assessments are
reported to the Executive Risk Committee, Group Risk Committee and the Board.
The Group's risk appetite is purposefully differentiated across business,
financial and non‑financial risk categories, reflecting a willingness to
accept proportionate levels of business and financial risk where this supports
strategic growth objectives, while maintaining a very low to no appetite for
conduct, regulatory and operational risks that could undermine client
outcomes, resilience or the delivery of the Group's strategy. In light of
current economic conditions and the evolving regulatory landscape within the
sector, the Board maintains a low overall risk appetite in line with our
strategy.
Following the integration of IW&I, an assessment of metric thresholds and
time horizons was completed. No material changes to risk appetite measures are
proposed until the new organisational design is fully embedded.
Risk categories Risk appetite statement Strategic alignment
Business and strategic risk Business and strategic risks will be identified and actively Business resilience
managed to protect the ability to deliver sustainable growth.
Supporting and delivering growth
Change initiatives will be orientated towards longer-term client, stakeholder
and societal expectations.
Financial risk Financial risks will be actively managed to preserve the Group's Financial resilience
overall resilience.
Supporting and delivering growth
Credit and market risk exposures will be managed to Board approved instruments
and limits in order to protect company assets and maintain prudent levels of
liquidity and regulatory own funds.
The Group will also continually monitor and respond to risks arising from
its pension scheme obligations.
Non-financial risk Conduct and regulatory risks associated with our business are recognised; Regulatory and operational resilience
(conduct and operational) however, we have no appetite for intentionally inappropriate behaviour
or action by any entity within the Group or employees that could have Enriching the client and advisor proposition and experience
a detrimental impact on clients, key stakeholders and our reputation.
Inspiring our people
Operational risks and losses can arise from inadequate or failed internal
processes, people or systems, or from external events. We have an extremely Operating more efficiently
low appetite for losses and no appetite for systemic or materially high risk
events that could affect the operational resilience of important business
services.
Risk management process
Our risk management framework is a defined approach to identify, assess and
respond to risks that could affect delivery of strategic objectives and annual
business plans. The Board, executive and senior management are actively
involved in this process.
Risks are identified within a three-tier hierarchy, with the highest level
containing business and strategic, financial, conduct and operational risks.
Risks are assessed on an inherent and residual basis across a three-year
period according to several impact criteria, which include consideration of
the internal control environment and other mitigants
To reflect the enlarged scale of the business following the integration of
IW&I, the impact assessment thresholds were expanded to give a better
perspective of materiality.
External emerging risks and threats
Emerging risks, including legislative and regulatory change, which have the
potential to impact the Group and delivery of our strategic objectives, are
monitored through our watch list.
During the year, the executive committee continued to recognise and respond to
a number of emerging risks and threats to the financial services sector as
a whole and to our business.
Our view for 2026 is that we can reasonably expect current market conditions
and uncertainties to remain, given the wide range of global economic and
political scenarios which could emerge.
Near term
Global political tensions UK and global economic challenges Cyber threats
Global geopolitical risk levels have risen sharply towards the end of 2025 and Rathbones view is that the global economy remains resilient. Indicators point The sophistication and velocity of cyber attacks will pose a high-level threat
remain a threat to financial stability. Volatility in US foreign and economic to modest but improving growth in the US however it may slow early in 2026 in 2026. Notable cyber attacks in 2025 highlighted supply chain
policies has emerged as a primary source of global instability seen in tariff as tariffs push inflation higher. The eurozone shows clear improvement, vulnerabilities and caused operational disruption. Attackers are using
retaliations and military operations. War between Russia and Ukraine persists powered by pent-up demand, fiscal support, and deregulation. China's slowdown automation and AI to accelerate attack cycles. AI-driven deepfakes and social
and instability continues in the Middle East. Uncertainty and market persists, with property market stress still evident. In the UK, headline engineering campaigns are reaching unprecedented realism. Rathbones is
volatility is expected to continue in the near term. inflation has peaked, and we expect it to fall further. The US faces committed to ensuring we remain resilient to cyber threats.
underlying rates closer to 3%. Tariffs and wage pressures are contributing to
this persistence but are likely to fade in the second half of the year. In Artificial Intelligence
contrast, eurozone inflation is back near the European Central Bank's 2%
target, with few signs of renewed upward pressure. Artificial Intelligence (AI) in the wealth sector presents significant
opportunities, but it also introduces material risks. Key concerns include
potential data privacy and security vulnerabilities particularly if deployed
on client information. With increased adoption comes the need to enhance
control and oversight of its use.
Medium term
Changing regulatory expectations Climate change transition risk New entrants to the market and digital innovation
The wealth management sector faces a dynamic regulatory environment with Climate related shocks are becoming a more important macro factor and will The wealth management sector is attracting an influx of new entrants. Fintech
continuing emphasis on Consumer Duty, client outcomes, financial crime. contribute to volatility in growth and inflation. Climate and environmental firms and digital-first platforms are leveraging advanced analytics and AI to
Rathbones is committed to investing in strong governance frameworks, scaled risk is a key focus as we move towards achieving net zero emissions by 2050 deliver personalised, cost-efficient solutions, challenging traditional models
compliance capabilities, and proactive adaptation to evolving regulatory or sooner. Alongside reviewing our governance structures, we will continue to and intensifying competition. This trend underscores the need for established
good practice. integrate data, develop metrics and increase disclosures in our client firms to accelerate digital transformation to maintain market relevance and
reporting. capture emerging growth opportunities.
Longer term
Generational wealth change Social care financing
The UK faces the largest intergenerational wealth transfer in its history. Accessibility and inequality in the adult social care sector has been a topic
Over 45s and especially the post-war ʻbaby boomersʼ retain a significant of concern for some time and it continues to be a risk to assets under
portion of the UK wealth in the form of property and pensions. This wealth management, with clients drawing on their investments to pay for their care
will begin to transfer to younger beneficiaries over the next 30 years. fees and health care.
Generational differences could drive changes in behaviours and appetite
towards investments as well as wealth management providers.
Principal risks
Profile and mitigation of principal risks
We continually assess our risk profile against both internal and external risk
drivers and invest in our people, processes and technology to improve risk
management.
The Group has seen significant change in 2025 which included the integration
with IW&I, significant executive changes and confirmation of strategic
priorities. The Group also continues to focus on regulatory priorities
including Consumer Duty and Financial Crime. We remain committed to good
client outcomes and service, the resilience of our business and wellbeing of
our colleagues. We have continued to evolve our Risk Management Framework
in this context and we believe our approach continues to be effective.
The Board has identified the principal risks and uncertainties that could
affect the Group's ability to deliver its strategic objectives. These risks
reflect our ongoing strategic initiatives and transformation programme.
They require continuous enhancements to the Group's business model in
response to environmental, societal, and regulatory expectations, the evolving
cyber threat landscape, operational resilience, the critical importance
of our people, and the broader economic and political environment.
Looking ahead to 2026 the Group has refined its risk taxonomy to enhance
clarity and reflect emerging priorities.
Preparation for the UK Corporate Governance Code
Rathbones is committed to meeting the enhanced requirements of Provision 29
under the UK Corporate Governance Code. During 2025 we have continued to
strengthen our framework for identifying and reporting on material controls,
reflecting our focus on our robust risk management and internal control
framework. We have implemented a formal control certification process, which
has now completed two full reporting cycles. A further run is planned for
during 2026 to the Board to support ongoing refinement ahead of mandatory
disclosure. This work provides a strong foundation for the Board to make its
declaration on the effectiveness of controls. We remain in good standing for
full disclosure next year.
2025 overview
The Group's risk profile remains broadly stable. Following the successful
integration of IW&I, the standalone risk of Integration will be
discontinued in 2026. Advice risk is considered a distinct risk and has been
included in this year's report.
In the second half of the year Regulatory Compliance and Legal risk has
increased to high risk, reflecting the standards expected of the enlarged
Group and the need to keep pace with emerging good practice.
Change and People risk returned to a medium level but remain significant. As
in the prior year our other principal risks of Information Security and
Cyber, Third-party Supplier and Processing continue to be medium rated.
Please refer to the trend information in the table below for a more detailed
explanation of each risk type.
Risk and owner Control environment Risk profile and trend 2025
Regulatory, compliance and legal - Board and executive oversight The projected risk profile was elevated to High in 2025 to recognise the
firm's post-integration scale and the embedding regulatory expectations. We
The risk of failure by the Group or a subsidiary to fulfil its regulatory or - Management oversight and active involvement with our regulators are committed to investing in strong governance frameworks, scaled Compliance
legal requirements and comply with the introduction of new or updated and industry bodies capabilities and proactive adaptation to evolving regulatory good practice,
regulations and laws
and see this as a route to supporting good client outcomes.
- Compliance monitoring programme to examine the control of key regulatory
Risk owner: Group Chief Executive Officer and Chief Risk Officer risks
Risk appetite measures: - Separate financial crime function with specific responsibility
- Compliance monitoring review outcomes - Horizon scanning
- Regulatory review outcomes - Staff accreditation to industry bodies
- Complaints data - Documented policies and procedures
- Employee training and development
- Panel of external legal advisers
- Training and competence framework
- Whistleblowing policy and process.
Information security and cyber - Board and executive oversight This risk remains closely aligned to both technology and third-party supplier
risks, reflecting the evolving external threat landscape and the potential
The risk of inappropriate access to, manipulation, or disclosure of client - Data governance committee operational and strategic impacts for the organisation. We continue to invest
or company-sensitive information
in our control environment and resources to improve our security posture and
- Information security policy, data protection policy and ensure our infrastructure and employees are well positioned against cyber
Risk owner: Chief Operating Officer associated procedures threats.
Risk appetite measures: - Identity and system access controls
- Number of cyber incidents - Penetration testing and multi-layer network security
- Number of data privacy events - Training and employee awareness programmes
- Cyber external threat landscape rating - Proactive security monitoring and preventative security controls
- Physical security
- Major Incident and crisis management framework
- Business continuity framework
- IT controls, including system and data backups
- Disaster recovery plans.
Third-party supplier - Board and executive oversight Our framework for managing third‑party and outsourcing risk was further
embedded in 2025, supported by policy updates and enhanced controls. We
The risk of one or more third-party suppliers failing to provide or perform - Third-party supplier and outsourcing framework introduced a technology solution to support due diligence, contract
authorised
oversight, and resilience mapping. We do however, recognise as the Group has
and/or outsourced services to standards expected by the Group, impacting the - Senior relationship managers grown post IW&I integration, there is a heightened risk exposure from
ability to deliver core services. This includes intra-group outsourcing
external threats to third-party suppliers and resilience expectations for our
activity. - Third-party supplier contracts and defined service level agreements/KPIs important business services to clients.
Risk owner: Chief Operating Officer and Chief Executive Officer, - Third-party supplier due diligence and approval process
Rathbones Asset Management
- Close liaison, contractual reviews and regular service review meetings
Risk appetite measures:
- Documented policy and procedures
- Supplier chain performance
- Whistleblowing policy and process
- Major Incident and crisis management framework.
Change - Board and executive oversight of material change programmes Change risk has moved to a medium rating but is still an area of focus due to
the volume of strategic initiatives in transition and the embedding of an
The risk that the change portfolio does not support delivery of the Group's - Differentiated governance approach to strategic change programmes and updated change methodology. Enhanced key risk metrics have been implemented
strategy business projects with clearer tolerances introduced to improve visibility and responsiveness.
These steps aim to maintain robust oversight as change initiatives progress
Risk owner: Chief Operating Officer - Dedicated change delivery function and use of internal and, and enable delivery of a single integrated customer relationship management
where required, external subject matter experts platform.
Risk appetite measures:
- Documented change assurance processes and procedures
- Priority programmes rated red
- Supplier management oversight
- Programme overspend
- Planning and budgeting, monitoring of variances and actions to address.
People - Board and executive oversight A residual risk remains following the integration of IW&I and the
embedding of our new organisational designs. Management action to provide
The risk of loss of key employees, lack of skilled resources or inappropriate - Succession and contingency planning support to our colleagues will continue to be a priority over the next year.
behaviour or actions. This could lead to lack of capacity or capability
threatening the delivery of business objectives, or to behaviour leading to - Remuneration and reward schemes
complaints, litigation or regulatory action
- Contractual clauses with restrictive covenants
Risk owner: Chief People Officer
- Continual investment in employee training and development
Risk appetite measures:
- Employee engagement survey
- Regretted leavers
- Talent assessment
- Turnover ratio
- Culture monitoring and reporting
- Employee behaviour
- Conduct risk framework and committee
- Training and competence framework
- Whistleblowing policy and process.
Investment performance - Board and executive oversight Challenging market conditions are likely to continue in 2026. The position of
client portfolios and investment performance are closely monitored.
The risk that investment performance fails to meet clients' objectives or - Investment policy and governance framework
expectations
- Performance versus benchmarking monitoring
Risk owner: Chief Executive Officer Wealth
- Defined investment strategy and due diligence processes
Risk appetite measures:
- Automated portfolio review
- Actual performance versus performance benchmark
- Automated portfolio suitability monitoring
- Portfolio alignment
- Exception reporting
- Assessment of fund value rating
- Product and proposition oversight
- Client engagement.
Processing risk - Board and executive oversight As a natural consequence of people risk increasing due to the integration,
the potential for process risk remains elevated. Established control routines
The risk of loss due to ineffective processes and systems - Established process controls and reconciliations continue to operate effectively.
Risk owner: Chief Operating Officer - Segregation of duties
Risk appetite measures: - Policy framework
- Loss amounts over preceding months - Procedures committee
- Reportable issues and events - KRI tracking and monitoring routines
- Control assurance routines
- Compliance Monitoring
- Major Incident and crisis management framework
- Business continuity framework
- IT controls, including system and data backups
- Disaster recovery plans.
Sustainability - Board, Executive and Responsible Business Committee oversight While outflows and external economic conditions continue to influence
annualised growth and cost management, our sustainability position remains
The risk that the business model does not respond sufficiently to changing - A documented strategy resilient. Clear priorities for 2026 and beyond, combined with disciplined
market conditions, including environmental and social factors, such that
execution, support our confidence in delivering long term value for investors.
sustainable growth, market share or profitability are adversely affected - Monitoring of strategic risks
We are responding to evolving expectations of firms to manage climate and
Risk owner: Group Chief Executive Officer - Annual business targets, subject to regular review and challenge other ESG risks, which remain a key priority of our responsible business
agenda.
Risk appetite measures: - Regular reviews of pricing structure and client propositions
For 2026 the commercial and environment aspects of Sustainability have been
- Underlying dividend cover - Continued investment in the investment process, service standards separated and two new principal risks have been created for Business Model and
and marketing ESG & Climate to provide greater granularity.
- Net organic growth rate
- Regular competitor benchmarking and analysis
- Net organic outflow rate
- Trade body participation
- Climate targets
- ESG factors integrated into the investment process
- Diversity targets
- Diversity and environmental targets included in risk appetite measures.
Suitability - Board, executive and management committee oversight Our approach to managing suitability reflects regulatory expectations under
Consumer Duty. Regular review routines, supported by dedicated expertise and
The risk of an unsuitable client outcome either through service, investment - Investment governance and structured committee oversight strengthened first and second-line controls, remain central to managing
mandate, investment decisions taken, investment recommendations made or
suitability risk. Ongoing investment in digital solutions and platform is
portfolio or fund construction - Management oversight and segregated quality assurance and performance expected to streamline suitability reviews, improve data quality, and enhance
teams client experience.
Risk owner: Chief Executive Officer Wealth
- Performance measurement information and attribution analysis
Risk appetite measures:
- 'Know your client' (KYC) suitability processes
- Timely portfolio reviews
- Weekly investment management meetings
- Timely client reviews
- Training and competence framework
- Quality scores
- Client suitability reviews
- Investment manager reviews through supervisor sampling
- Compliance monitoring
- Defined investment mandates and tracking
- Exception reporting
- Complaints analysis.
Advice - Board, executive and management committee oversight The integration of the Financial Planning operating model and processes is
progressing well, strengthening consistency and control across the business.
The risk that clients receive inappropriate financial, trust or tax advice - Investment governance and structured committee oversight Transition activities, including data migration and enhanced record-keeping
across systems have been completed.
Risk owner: Chief Executive Officer Wealth - Management oversight and segregated quality assurance and performance
teams
Risk appetite measures:
- Advice standards
- Quality Assurance scores
- Segregated advice oversight
- Training and competence framework
- Compliance monitoring
- Exception reporting
- Complaints analysis.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
2025 2024
Note £m £m
Interest and similar income 159.8 147.8
Interest expense and similar charges (73.1) (83.9)
Net interest income 86.7 63.9
Fee and commission income 858.9 835.1
Fee and commission expense (38.2) (34.3)
Net fee and commission income 820.7 800.8
Other operating income 15.9 31.2
Operating income 923.3 895.9
Charges in relation to client relationships and goodwill (45.3) (44.6)
Acquisition-related and integration costs 4 (39.9) (83.4)
Other operating expenses (685.2) (668.3)
Operating expenses (770.4) (796.3)
Profit before tax 152.9 99.6
Taxation 5 (40.6) (34.1)
Profit after tax 112.3 65.5
Profit for the year attributable to equity holders of the company 112.3 65.5
Other comprehensive income
Items that will not be reclassified to profit or loss:
Net remeasurement of defined benefit asset or liability 0.1 (10.6)
Deferred tax relating to net remeasurement of defined benefit asset or - 2.7
liability
Other comprehensive income net of tax 0.1 (7.9)
Total comprehensive income for the year attributable to equity holders of the 112.4 57.6
company
Dividends paid and proposed for the year per ordinary share 6 99.0p 93.0p
Dividends paid and proposed for the year 102.7 96.9
Earnings per share for the year attributable to equity holders of the company: 11
- basic 107.9p 63.0p
- diluted 104.7p 60.4p
The accompanying notes form an integral part of the consolidated financial
statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share Share Merger Other Own Retained Total
capital premium reserve reserve shares earnings equity
Note £m £m £m £m £m £m £m
At 1 January 2024 5.4 312.3 824.4 - (55.6) 263.7 1,350.2
Profit for the year - - - - - 65.5 65.5
Net remeasurement of defined benefit liability - - - - - (10.6) (10.6)
Deferred tax relating to components of other comprehensive income - - - - - 2.7 2.7
Other comprehensive income net of tax - - - - - (7.9) (7.9)
Total comprehensive income for the period - - - - - 57.6 57.6
Dividends paid 6 - - - - - (56.9) (56.9)
Issue of share capital 0.1 5.5 - - - - 5.6
Share-based payments:
- cost of share-based payment arrangements - - - - - 29.1 29.1
- cost of vested employee remuneration and share plans - - - - - (4.2) (4.2)
- cost of own shares vesting - - - - 9.5 (9.5) -
- cost of own shares acquired - - - - (22.0) - (22.0)
- tax on share-based payments - - - - - - -
At 31 December 2024 5.5 317.8 824.4 - (68.1) 279.8 1,359.4
Profit for the year - - - - - 112.3 112.3
Net remeasurement of defined benefit asset - - - - - 0.1 0.1
Deferred tax relating to components of other comprehensive income - - - - - - -
Other comprehensive income net of tax - - - - - 0.1 0.1
Total comprehensive income for the period - - - - - 112.4 112.4
Dividends paid 6 - - - - - (98.4) (98.4)
Issue of share capital - 6.9 - - - - 6.9
Cancellation of Share Premium - (317.8) - - - 317.8 -
Share buyback (0.1) - - 0.1 - (36.1) (36.1)
Share-based payments:
- cost of share-based payment arrangements - - - - - 27.5 27.5
- cost of vested employee remuneration and share plans - - - - - (2.0) (2.0)
- cost of own shares vesting - - - - 23.7 (23.7) -
- cost of own shares acquired - - - - (18.9) - (18.9)
- tax on share-based payments - - - - - 2.5 2.5
Tax arising on consideration received - - - - - (1.3) (1.3)
At 31 December 2025 5.4 6.9 824.4 0.1 (63.3) 578.5 1,352.0
The accompanying notes form an integral part of the consolidated financial
statements.
Consolidated Statement of Financial Position
As at 31 December 2025
2025 2024
Note £m £m
Assets
Cash and balances with central banks 1,504.0 1,166.0
Settlement balances 89.5 128.3
Loans and advances to banks 264.7 293.2
Loans and advances to customers 168.5 96.1
Investment securities at amortised cost 1,864.3 1,278.2
Accrued income, prepayments and other assets 247.6 242.8
Current tax asset (UK) 9.4 6.8
Property, plant and equipment 49.5 53.2
Right-of-use assets 72.1 42.3
Intangible assets 7 947.0 982.7
Net defined benefit asset 0.6 0.5
Total assets 5,217.2 4,290.1
Liabilities
Deposits by banks 8.4 3.8
Settlement balances 98.8 133.6
Due to customers 3,284.4 2,352.1
Accruals and other liabilities 251.2 249.9
Current tax liabilities (overseas) 0.8 0.5
Net deferred tax liability 67.7 78.0
Subordinated loan notes 39.9 39.9
Provisions 8 39.1 28.1
Lease liabilities 74.9 44.8
Total liabilities 3,865.2 2,930.7
Equity
Share capital 5.4 5.5
Share premium 6.9 317.8
Merger reserve 824.4 824.4
Other reserves 0.1 -
Own shares (63.3) (68.1)
Retained earnings 578.5 279.8
Total equity 1,352.0 1,359.4
Total liabilities and equity 5,217.2 4,290.1
The financial statements were approved by the Board of Directors and
authorised for issue on
26 February 2026 and were signed on its behalf by:
Jonathan Sorrell
Iain Hooley
Group Chief Executive Officer
Group Chief Financial Officer
Company registered number: 01000403
The accompanying notes form an integral part of the consolidated financial
statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
2025 2024
Note £m £m
Cash flows from operating activities
Profit before tax 152.9 99.6
Net interest income (86.7) (63.9)
Impairment losses on financial instruments (0.1) -
Net charge for provisions 9.2 14.9
Depreciation, amortisation and impairment 67.2 80.4
Loss on disposal of property, plant and equipment - 0.1
(Gain)/loss on modification of leases 0.5 (13.5)
Foreign exchange movements 3.0 (1.0)
Defined benefit pension scheme credits 9 - (0.4)
Defined benefit pension contributions paid 9 - (3.7)
Share-based payment charges 27.5 29.1
Interest paid (69.5) (79.8)
Interest received 154.6 147.6
258.6 209.4
Changes in operating assets and liabilities:
Net (increase)/decrease in loans and advances to customers (72.3) 21.8
Net decrease in settlement balance debtors 38.8 37.4
Net decrease/(Increase) in accrued income, prepayments and other assets 0.6 (12.1)
Net increase in amounts due to customers and deposits by banks 937.0 90.2
Net decrease in settlement balance creditors (34.8) (38.5)
Net (decrease)/increase in accruals, provisions and other liabilities (9.6) 27.2
Cash generated from operations 1,118.3 335.4
Tax paid (52.1) (41.8)
Net cash inflow from operating activities 1,066.2 293.6
Cash flows from investing activities
Purchase of property, plant, equipment and intangible assets (8.8) (56.6)
Purchase of investment securities (2,689.2) (2,028.0)
Proceeds from sale and redemption of investment securities 2,100.1 2,046.6
Net cash used in investing activities (597.9) (38.0)
Cash flows from financing activities
Issue of ordinary shares 13 6.9 5.6
Repurchase of ordinary shares 13 (18.9) (22.0)
Share buyback 13 (36.1) -
Dividends paid 6 (98.4) (56.9)
Payment of lease liabilities (7.0) (20.9)
Interest paid (5.3) (5.1)
Net cash used in financing activities (158.8) (99.3)
Net increase in cash and cash equivalents 309.5 156.3
Cash and cash equivalents at the beginning of the year 1,459.2 1,302.9
Cash and cash equivalents at the end of the year 13 1,768.7 1,459.2
The accompanying notes form an integral part of the consolidated financial
statements.
Notes to the Consolidated Statements
1 Principal accounting policies
Rathbones Group Plc ('the company') is a public company limited by shares
incorporated and domiciled in England and Wales under the Companies Act 2006.
1.1 Basis of preparation
The consolidated and company financial statements have been prepared in
accordance with
UK-adopted International Accounting Standards.
The financial statements have been prepared on the historical cost basis,
except for certain financial instruments that are measured at fair value
(notes 1.9, 1.12, 1.16 and 1.18). The principal accounting policies adopted
are set out in this note and, unless otherwise stated, have been applied
consistently to all periods presented in the consolidated financial
statements.
The financial information included within this Preliminary Announcement does
not constitute the Company's statutory Financial Statements for the years
ended 31 December 2025 or 31 December 2024 within the meaning of s435 of the
Companies Act 2006, but is derived from those Financial Statements. Statutory
Financial Statements for the year ended 31 December 2024 have been delivered
to the Registrar of Companies and those for the year ended 31 December 2025
will be delivered to the Registrar of Companies in due course. The auditor has
reported on those Financial Statements; their reports were unqualified, did
not draw attention to any matters by way of emphasis and did not contain
statements under s498(2) or (3) of the Companies Act 2006. While the financial
information included in this Preliminary Announcement has been prepared in
accordance with the recognition and measurement criteria of International
Financial Reporting Standards ("IFRSs") adopted pursuant to IFRSs as issued by
the United Kingdom, this announcement does not itself contain sufficient
information to comply with IFRSs. The Company expects to publish full
Financial Statements that comply with IFRSs imminently.
1.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the company and entities controlled by the company (its subsidiaries),
together 'the Group', made up to 31 December each year.
The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is obtained, and no longer
consolidated from the date that control ceases; their results are included in
the consolidated financial statements up to the date that control ceases.
Inter-company transactions and balances between Group companies are eliminated
on consolidation.
1.3 Developments in reporting standards and interpretations
Standards and interpretations affecting the reported results or the financial
position
The following amendments to standards have been adopted in the current period,
but have not had a significant impact on the amounts reported in these
financial statements:
- Lack of Exchangeability - Amendments to IAS 21
Future new standards and interpretations
The following standards are effective for annual periods beginning on or after
1 January 2026 and earlier application is permitted; however, the Group has
not early-adopted the amended standards in preparing these consolidated
financial statements.
The following standard is expected to have a material impact on the Group's
financial statements. This standard has not yet been endorsed in the UK.
Standards available for early adoption Effective date
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
The following standards are not expected to have a material impact on the
Group's financial statements.
Standards available for early adoption Effective date
Amendments to the Classification and Measurement of Financial Instruments - 1 January 2026
Amendments to IFRS 9 and IFRS 7
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and 1 January 2026
IFRS 7
Annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1, IFRS 1 January 2026
7, IFRS 9, IFRS 10 and IAS 7
IFRS 19 Subsidiaries without Public Accountability: Disclosures (not yet 1 January 2027
endorsed in the UK)
1.4 Business combinations
Business combinations are accounted for using the acquisition method. The
consideration for each acquisition is measured at the aggregate of the fair
values (at the date of exchange) of assets transferred, liabilities assumed
and equity instruments issued by the Group in exchange for control of the
acquiree. Acquisition-related costs are recognised in profit or loss as
incurred.
Where applicable, the consideration for the acquisition includes any asset or
liability resulting from a contingent consideration arrangement, measured at
its acquisition-date fair value. Subsequent changes in such fair values are
adjusted against the cost of acquisition where they qualify as measurement
period adjustments. All other subsequent changes in the fair value of
contingent consideration classified as an asset or liability are accounted for
in accordance with relevant asset/liability recognition and measurement
guidance in IFRS. Changes in the fair value of contingent consideration
classified as equity are not recognised.
1.5 Going concern
At the time of approving the financial statements, the directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence. In forming this view, the directors
considered the Company's and the Group's prospects for a period of at least 12
months from the date of approval of the Annual Report.
In assessing the appropriateness of adopting the going concern basis, the
directors considered a range of forward‑looking scenario analyses. These
included the Group's 3 Year Plan, which forecasts the Group's profit and
capital position, together with the 2025 Internal Liquidity Adequacy
Assessment Process and 2025 Internal Capital Adequacy Assessment Process
('ICAAP'), which incorporate capital and liquidity stress testing and reverse
stress testing, including the potential impacts of climate‑related risks on
the Group. In evaluating these scenarios, the directors also assessed the
management actions available to mitigate potential adverse impacts.
Under all stress test scenarios considered, the Group is expected to maintain
sufficient capital for at least 12 months from the date of approval of the
Annual Report, with capital ratios remaining comfortably in excess of minimum
regulatory requirements.
Separately from the management of the Group's capital position, the Group
adopts a conservative approach to funding and liquidity risk, focused on
maintaining a simple and transparent balance sheet, a diversified funding base
and a prudent level of high‑quality liquid assets. As a result, the weighted
average maturity of the Group's funding exceeds that of its lending portfolio.
These factors were considered by the directors as part of their assessment in
concluding on the appropriateness of the going concern basis.
The directors also ensured that the assumptions applied in the going concern
assessment were consistent with those used in other forward‑looking areas of
the financial statements, including impairment testing.
Accordingly, the directors continue to adopt the going concern basis in
preparing the Annual Report.
1.6 Foreign currencies
The functional and presentational currency of the company and its subsidiaries
is sterling.
Transactions in currencies other than the relevant Group entity's functional
currency are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the rates prevailing
on the balance sheet date. Gains and losses arising on retranslation are
included in profit or loss for the year.
1.7 Income
Net interest income
Interest income or expense is recognised within net interest income using the
effective interest method.
The effective interest method is the method of calculating the amortised cost
of a financial asset or liability (or group of assets and liabilities) and of
allocating the interest income or interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts the expected
future cash payments or receipts through the expected life of the financial
instrument, or when appropriate, a shorter period, to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
The application of the method has the effect of recognising income (or
expense) receivable (or payable) on the instrument evenly in proportion to
the amount outstanding over the period to maturity or repayment. In
calculating effective interest, the Group estimates cash flows considering
all contractual terms of the financial instrument but excluding the impact of
future credit losses.
The interest charged on the Group's lease liabilities and subordinated loan
notes is included within cash used in financing activities in the Group
statement of cash flows. Interest charged on client funds is included within
cash generated from operations..
Net fee and commission income
Portfolio or investment management fees, commissions receivable or payable and
fees from advisory services are recognised on a continuous basis over the
period that the related service is provided.
Commission charges for executing transactions on behalf of clients are
recognised when the transaction is dealt at the trade date.
The Group has made an assessment as to whether the work performed to earn such
fees constitutes the transfer of services and, therefore, fulfils any
performance obligation(s). Where this is the case, the fees are recognised
when the relevant performance obligation has been satisfied; otherwise, the
fees are recognised in the period in which the services are provided.
A breakdown of the timing of revenue recognition can be found in note 3.
Other income
In cases where cash held within client portfolios does not represent a banking
deposit, the Group invests this cash in cash securities with approved
financial institutions. The margin earned on these funds, being the difference
between the rate of interest paid by the custodian bank and that paid
to clients, represents the rate of return available to the Group through the
pooling of client funds. This margin is included within other operating income
in the financial statements.
1.8 Leases
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of
time in exchange for consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the Group uses the definition
of a lease in IFRS 16.
The Group recognises a right-of-use asset and a lease liability at the
inception date of the lease. The right-of-use asset is initially measured at
cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or before the commencement date, plus any initial
direct costs incurred and an estimate of dilapidation costs to dismantle and
remove the underlying asset or to restore the underlying asset or the site on
which it is located, less any lease incentives received.
The estimate for recognition of dilapidation assets, which reflect costs to
dismantle and remove structural changes made to leased premises is 50%. The
remaining 50% is charged to profit or loss over the useful life of the lease
and recognised as a provision for restoration obligations.
The right-of-use assets and dilapidations assets are subsequently depreciated
on a straight-line basis over the shorter of the expected life of the asset
and the lease term, adjusted for any remeasurements of the lease liability.
At the end of each reporting period, the assets are assessed for indicators
of impairment in accordance with IAS 36.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. The Group uses an
incremental borrowing rate of 5.6%, derived from its subordinated loan notes,
as the discount rate for all leases entered into prior to the acquisition of
IW&I on 21 September 2023. For all leases entered into or modified after
this date, an incremental borrowing rate is determined on a lease-by-lease
basis, with reference to the lease term and rental payments specific to each
lease.
Lease payments included in the measurement of the lease liability comprise the
following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially
measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee; and
- the exercise price under a purchase option that the Group is reasonably
certain to exercise, lease payments in an optional renewal period if the
Group is reasonably certain to exercise an extension option, and penalties for
early termination of a lease unless the Group is reasonably certain not
to terminate early.
The lease liability is subsequently measured by adjusting the carrying amount
to reflect the interest charge, the lease payments made and any reassessment
or lease modifications. The lease liability is remeasured if the Group
changes its assessment of whether it will exercise a purchase, extension
or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
Where the Group is an intermediate lessor in a sub-lease, it accounts for its
interests in the head lease and the sub-lease separately. It assesses the
lease classification of a sub-lease with reference to the right-of-use asset
arising from the head lease, not with reference to the underlying asset.
Leases that qualify for the low-value asset exemption or short-term lease
exemption do not fall within the scope of IFRS 16 and continue to be treated
as off balance sheet.
1.9 Share based payments
The Group engages in equity-settled and cash-settled share-based payment
transactions in respect of services received from its employees.
Equity-settled awards
For equity-settled share-based payments, the fair value of the award is
measured by reference to the fair value of the shares or share options granted
on the grant date. The cost of the employee services received in respect of
the shares or share options granted is recognised in profit or loss over the
vesting period, with a corresponding credit to equity.
The fair value of the awards or options granted is determined using a binomial
pricing model, which takes into account the current share price, the risk-free
interest rate, the expected volatility of the company's share price over the
life of the option or award, any applicable exercise price and other relevant
factors. Only those vesting conditions that include terms related to market
conditions are taken into account in estimating fair value. Non-market vesting
conditions are taken into account by adjusting the number of shares or share
options included in the measurement of the cost of employee services so that,
ultimately, the amount recognised in profit or loss reflects the number of
vested shares or share options, with a corresponding adjustment to equity.
Where vesting conditions are related to market conditions, the charges for the
services received are recognised regardless of whether or not the
market-related vesting condition is met, provided that any non-market vesting
conditions are also met. Shares purchased and issued are recorded directly in
equity.
Cash-settled awards
For cash-settled share-based payments, a liability is recognised for the
services received, and the related employer's taxes, at the balance sheet
date, measured at the fair value of the liability. At each subsequent balance
sheet date and at the date on which the liability is settled, the fair value
of the liability is remeasured with any changes in fair value recognised in
profit or loss.
1.10 Taxation
The tax charge is calculated based on the estimated amount payable as at the
balance sheet date. Any subsequent differences between these estimates and the
actual amounts paid are recorded as adjustments in respect of prior years.
Current tax
Current tax is the expected tax payable or receivable on net taxable income
for the year. Current tax is calculated using tax rates enacted or
substantively enacted by the balance sheet date, together with any adjustment
to tax payable or receivable in respect of previous years.
Deferred tax
Deferred tax is accounted for under the balance sheet liability method in
respect of temporary differences using tax rates (and laws) that have been
enacted or substantively enacted by the balance sheet date and are expected to
apply when the liability is settled or when the asset is realised.
Deferred tax liabilities are recognised for all temporary differences and
deferred tax assets are recognised to the extent that it is probable that
sufficient taxable profits will be available against which deductible
temporary differences and tax losses may be utilised, except where the
temporary difference arises:
- from the initial recognition of goodwill;
- from the initial recognition of other assets and liabilities in a
transaction, which affects neither the tax profit nor the accounting profit,
other than in a business combination; or
- in relation to investments in subsidiaries and associates, where the Group
is able to control the reversal of the temporary difference and it is the
Group's intention not to reverse the temporary difference in the foreseeable
future.
Deferred tax assets and liabilities are offset when they relate to income
taxes levied by the same taxation authority and the Group intends to settle
its current tax assets and liabilities on a net basis.
The Group has applied the temporary exemption, introduced in May 2023, from
the accounting requirements for deferred taxes in IAS 12, so that the Group
neither recognises nor discloses information about deferred tax assets and
liabilities related to Pillar II income taxes.
Current and deferred tax are recognised:
- in other comprehensive income if they relate to items recognised in other
comprehensive income;
or
- directly in retained earnings if they relate to items recognised directly
in retained earnings.
1.11 Cash and cash equivalents
Cash comprises cash in hand and demand deposits.
Demand deposits include balances with central banks which are realisable on
demand.
Cash equivalents includes loans and advances to banks with a maturity of less
than three months from the date of acquisition.
For the purposes of the consolidated statement of cash flows, cash and cash
equivalents consist of cash and cash equivalents as defined above, net of
outstanding bank overdrafts, which are included in the Group's cash
management.
1.12 Financial assets
Initial recognition and measurement
Financial assets, excluding trade debtors, are initially recognised when the
Group becomes party to the contractual provisions of the asset. Trade debtors
are recognised when cash is advanced to the borrowers.
Financial assets are initially recognised at fair value plus transaction costs
that are directly attributable to their acquisition (except those assets
classified at fair value through profit or loss). Trade debtors without a
significant financing component are initially measured at the
transaction price.
Financial assets are not reclassified subsequent to their initial recognition
unless the Group changes its business model for managing financial assets, in
which case all affected financial assets are reclassified on the first day of
the first reporting period following the change in the business model.
For settlement balances, trade date accounting is applied to all regular way
purchases and sales of assets.
Classification and subsequent measurement
Financial assets are classified and measured in the following categories:
- amortised cost
Financial assets are measured at amortised cost if their contractual terms
give rise to cash flows that are solely payments of principal and interest on
the principal amount outstanding and they are held within a business model
whose objective is to hold assets to collect contractual cash flows.
Assets are measured at amortised cost using the effective interest rate method
(note 1.7), less any impairment losses. Interest income, foreign exchange
gains and losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss.
- at fair value through other comprehensive income (FVOCI)
Debt instruments are measured at FVOCI if their contractual terms give rise to
cash flows that are solely payments of principal and interest on the principal
amount outstanding and they are held within a business model whose objective
is both to hold assets to collect contractual cash flows and to sell the
assets.
For debt instruments, interest income is calculated using the effective
interest method. For equity instruments, dividends are recognised as income in
profit or loss unless the dividend clearly represents a recovery of part of
the cost of the investment. All other gains and losses on assets at FVOCI are
recognised in OCI.
- at fair value through profit or loss (FVTPL)
All equity instruments are measured at FVTPL unless the instrument is not held
for trading, the Group irrevocably elects to measure the instrument at FVOCI.
This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as
described above are measured at FVTPL. On initial recognition, the Group may
irrevocably designate a financial asset that otherwise meets the requirements
to be measured at amortised cost or FVOCI at FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise.
Net gains and losses, including any interest or dividend income, are
recognised in profit or loss.
At 31 December 2025, the Group held no financial assets measured at fair value
through other comprehensive income or at fair value through profit or loss.
Business model assessment
The Group assesses the objective of the business model in which a financial
asset is held at a portfolio level. The information considered includes:
- the objectives for the portfolio and how those tie in to the current and
future strategy of the Group;
- how the performance of the portfolio is evaluated and reported to the
Group's management
- the risks that affect the performance of the business model (and the
financial assets held within that business model) and how those risks are
managed;
- how Group employees are compensated, e.g. whether compensation is based on
the fair value of the assets managed or the contractual cash flows collected;
and
- the frequency, volume and timing of sales of financial assets in prior
periods, the reasons for such sales and expectations about future sales
activity.
Payments of principal and interest criterion
In assessing whether the contractual cash flows are solely payments of
principal and interest, the Group considers:
- the contractual terms of the instrument, checking consistency with basic
lending criteria;
- the impact of the time value of money;
- features that would change the amount or timing of contractual cash flows;
and
- other factors, such as prepayment or extension features.
Derecognition
Financial assets are derecognised when the contractual rights to receive cash
flows have expired or the Group has transferred substantially all the risks
and rewards of ownership.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses (ECLs) on
financial assets measured at amortised cost and FVOCI and loan commitments
held off balance sheet.
A financial asset will attract a loss allowance equal to either:
- 12-month ECLs (losses resulting from possible defaults within the next 12
months); or
- lifetime ECLs (losses resulting from possible defaults over the remaining
life of the financial asset).
The latter applies if there has been a significant deterioration in the credit
quality of the asset; albeit lifetime ECLs will always be recognised for trade
receivables, contract assets or lease receivables without a significant
financing component.
The maximum period considered when estimating ECLs is the maximum contractual
period over which the Group is exposed to credit risk.
The Group measures loss allowances at an amount equal to lifetime ECLs, except
for treasury book and investment management loan book exposures for which
credit risk has not increased significantly since initial recognition, which
are measured at 12-month ECLs.
Loss allowances for trust and financial planning debtors are always measured
at an amount equal to lifetime ECLs.
When assessing whether the credit risk of a financial asset has increased
significantly between the reporting date and initial recognition, quantitative
and qualitative indicators are used.
Measurement of ECLs
Treasury book and investment management loan book
The Group has developed a model for calculating ECLs on its treasury book and
investment management loan book (which includes loan commitments held off
balance sheet). The Group has developed three different economic scenarios: a
base case, an upside and a downside.
The base case is assigned a 60% probability of occurring with the upside and
downside each assigned a 20% probability of occurring.
The economic scenarios are based on the projections of GDP, inflation,
unemployment rates, house price indices, financial markets and interest rates
as set out in the banking system stress testing scenario published annually by
the PRA.
Management adjust the projections for the economic variables in arriving at
the upside and downside scenarios.
Under each resultant scenario, an ECL is forecast for each exposure in the
treasury book and investment management loan book. The ECL is calculated based
on management's estimate of the probability of default, the loss given
default and the exposure at default of each exposure taking into account
industry credit loss data, the Group's own credit loss experience, the
expected repayment profiles of the exposures and the level of collateral held.
Industry credit loss information is drawn from data on credit defaults for
different categories of exposure published by the Council of Mortgage Lenders
and Standard & Poor's.
The model adopts a staging allocation methodology, primarily based on changes
in the internal and/or external credit rating of exposures to identify
significant increases in credit risk since inception of the exposure.
The Group has not rebutted the presumption that if an exposure is more than 30
days past due, the associated credit risk has significantly increased.
ECLs are discounted back to the balance sheet date at the effective interest
rate of the asset.
Trust and financial planning debtors
The Group's trust and financial planning debtors are generally short term and
do not contain significant financing components. Therefore, the Group has
applied a practical expedient by using a provision matrix to calculate
lifetime ECLs based on actual credit loss experience over the past
four years.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at
amortised cost and FVOCI are credit-impaired. A financial asset is
'credit-impaired' when one or more events that have a detrimental impact on
the estimated future cash flows of the financial asset have occurred.
Presentation of impairment
The carrying amount of financial assets measured at amortised cost is reduced
by a loss allowance. The carrying value of assets measured at FVOCI, is not
adjusted by loss allowance but instead the loss allowance is recorded in
equity.
Impairment losses related to the Group's treasury book and investment
management loan book are presented in 'interest expense and similar charges'
and those related to all other financial assets (including trust and financial
planning debtors) are presented under 'other operating expenses'. No losses
are presented separately on the statement of the comprehensive income and
there have been no reclassifications of amounts previously recognised under
IAS 39.
1.13 Property, plant and equipment
All property, plant and equipment is stated at historical cost, which includes
directly attributable acquisition costs, less accumulated depreciation and
impairment losses. Depreciation is charged so as to write off the cost of
assets to their estimated residual value over their estimated useful lives,
using the straight-line method, on the following bases:
- leasehold improvements: 10 years or over the lease term
- plant, equipment and computer hardware: over 3 to 10 years.
The assets' residual lives are reviewed, and adjusted if appropriate, at each
balance sheet date. Gains and losses on disposals are determined by comparing
proceeds with the carrying amount and these are included in profit or loss.
1.14 Intangible assets
Goodwill
Goodwill arises through business combinations and represents the excess of the
cost of acquisition over the Group's interest in the fair value of the
identifiable assets, liabilities and contingent liabilities of a business at
the date of acquisition.
Goodwill is recognised as an asset and measured at cost less accumulated
impairment losses. It is allocated to Groups of cash-generating units, which
represent the lowest level at which goodwill is monitored for internal
management purposes. Cash-generating units are identified as the smallest
identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets, and are
no larger than the Group's operating segments, as set out in note 3.
On disposal of a subsidiary, the attributed amount of goodwill that has not
been subject to impairment is included in the determination of the profit or
loss on disposal.
Client relationships
Client relationships acquired as part of a business combination are initially
recognised at fair value (note 1.4). Determining whether a transaction that
involves the purchase of client relationships is treated as a business
combination or a separate purchase of intangible assets requires judgement.
The factors that the Group takes into consideration in making this judgement
are set out in note 2.1.
Individually purchased client relationships are initially recognised at cost.
Where a transaction to acquire client relationship intangible assets includes
an element of variable deferred consideration, an estimate is made of the
value of consideration that will ultimately be paid. The client relationship
intangible asset recognised on the balance sheet is adjusted for any
subsequent change in the value of deferred consideration. Note 2.1 sets out
the approach taken by the Group where judgement is required to determine
whether payments made for the introduction of client relationships should
be capitalised as intangible assets or charged to profit or loss.
Client relationship intangible assets are subsequently carried at the amount
initially recognised less accumulated amortisation, which is calculated using
the straight-line method over their estimated useful lives (normally 10 to 15
years, but not more than 15 years).
Computer software and software development costs
Costs incurred to acquire and bring to use computer software licences are
capitalised and amortised through profit or loss over their expected useful
lives (3 to 4 years).
Costs that are directly associated with the production of identifiable and
unique software products controlled by the Group are recognised as intangible
assets when the Group is expected to benefit from future use of the software
and the costs are reliably measurable. Other costs of producing software
are charged to profit or loss as incurred. Computer software development
costs recognised as assets are amortised using the straight-line method over
their useful lives (not exceeding 4 years).
Where services provided by a software-as-a-service arrangement do not result
in the recognition of an intangible asset, non-distinct configuration and
customisation costs are expensed when access to the software is provided. The
cost is spread over the contractual term.
1.15 Impairment of goodwill and intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its
intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where the asset does not generate cash flows
that are independent from other assets, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs. The recoverable
amount is the higher of fair value less costs to sell and value in use. See
note 2.1 for further detail.
Goodwill is tested for impairment at least annually. For the purposes of
impairment testing, goodwill is allocated to groups of cash-generating units.
The carrying amount of each group of cash-generating units is compared to its
value in use, calculated using a discounted cash flow method. If the
recoverable amount of the group of cash-generating units is less than the
carrying amount of the group of units, the impairment loss is allocated first
to reduce the carrying amount of the goodwill allocated to that group of units
and then to the other assets of the group of units pro rata on the basis of
the carrying amount of each asset in the group of units.
Client relationship intangible assets are reviewed bi-annually for indicators
of impairment. Intangible assets acquired through business combinations are
tested for impairment by reviewing the key inputs supporting the initial
valuation of the asset at acquisition against the Group's current forecasts of
those inputs, including revenue margins and net client flows. Intangible
assets acquired through newly recruited investment managers under contractual
agreements are tested for impairment by reviewing lost client relationships in
the period. In determining whether a client relationship is lost, the Group
considers factors such as the level of funds withdrawn and the existence of
other retained family relationships. When client relationships are lost, the
full amount of unamortised cost is recognised immediately in profit or loss
and the intangible asset is derecognised. See note 2.1 for further detail.
If the recoverable amount of any asset other than goodwill or client
relationships is estimated to be less than its carrying amount, the carrying
amount of the asset is reduced to its recoverable amount.
Any impairment loss is recognised immediately in profit or loss.
1.16 Financial liabilities
Initial recognition and measurement
Financial liabilities are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition or issue.
Classification and subsequent measurement
Financial liabilities are classified as measured at amortised cost or at fair
value through profit or loss.
The Group has not designated any liabilities as fair value through profit or
loss and holds no liabilities as held for trading. Financial liabilities are
measured at amortised cost using the effective interest method (note 1.7).
Amortised cost is calculated by taking into account any issue costs and any
discounts or premiums on settlement. Interest expense and foreign exchange
gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
For settlement balances, trade date accounting is applied to all regular way
purchases and sales of assets.
Derecognition
The Group derecognises financial liabilities when its contractual obligations
are discharged, cancelled or expired, or when the financial liability is
substantially modified..
1.17 Provisions and contingent liabilities
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event and it is probable that an outflow
of economic benefits, that can be reliably estimated, will occur. Provisions
are measured at the present value of the expenditures expected to be required
to settle the obligation, discounted using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific
to the obligation.
Contingent liabilities are possible obligations that depend on the outcome of
uncertain future events or those present obligations where the outflows of
resources are uncertain or cannot be measured reliably. Contingent liabilities
are not recognised in the financial statements but are disclosed unless the
likelihood of crystallisation is judged to be remote.
1.18 Retirement benefit obligations on retirement benefit schemes
The Group's net liability/asset in respect of defined benefit pension plans is
calculated separately for each plan by estimating the amount of future benefit
that employees have earned in return for their service in the current and
prior years; that benefit is discounted to determine its present value, and
the fair value of any plan assets (at bid price), including the value of any
bulk annuity policies, is deducted. Any asset resulting from this calculation
is limited to the present value of available refunds and reductions in future
contributions to the plan.
The cost of providing benefits under defined benefit plans is determined using
the projected unit credit method, with actuarial valuations being carried out
at each balance sheet date. Net remeasurements of the defined benefit
liability/asset are recognised in full in the period in which they occur in
other comprehensive income.
Past service costs or gains are recognised in profit or loss immediately in
the period of a plan amendment. Interest income on defined benefit assets and
interest expense on the defined benefit obligations are also recognised in
profit or loss in the period.
The amount recognised in the balance sheet for death-in-service benefits
represents the present value of the estimated obligation, reduced by the
extent to which any future liabilities will be met by insurance policies.
The company determines the net interest on the net defined benefit
liability/asset for the year by applying the discount rate used to measure the
defined benefit obligation at the beginning of the year to the net defined
benefit liability/asset.
Contributions to defined contribution retirement benefit schemes are charged
to profit or loss as an expense as they fall due.
1.19 Segmental reporting
The Group determines and presents operating segments based on the information
that is provided internally to the Group Executive Committee, which is the
Group's chief operating decision-maker. Operating segments are organised
around the services provided to clients.
Transactions between operating segments are reported within the income or
expenses for those segments; intra-segment income and expenditure is
eliminated at Group level. Indirect costs are allocated between segments in
proportion to the principal cost driver for each category of indirect costs
that is generated by each segment.
1.20 Fiduciary activities
The Group commonly acts as trustee and in other fiduciary capacities that
result in the holding or placing of assets on behalf of individuals, trusts,
retirement benefit plans and other institutions. Such assets and income
arising thereon are excluded from these financial statements, as they are not
assets of the Group. Largely as a result of cash and settlement processing,
the Group holds money on behalf of some clients in accordance with the Client
Money Rules of the Financial Conduct Authority, the Jersey Financial Services
Commission, the Guernsey Financial Services Commission and the Solicitors'
Accounts Rules issued by the Solicitors Regulation Authority, as applicable.
Such monies and the corresponding amounts due to clients are not shown on the
balance sheet as the Group is not beneficially entitled to them.
1.21 Merger reserve
The merger reserve is used where more than 90% of the share capital in a
subsidiary is acquired, and the consideration includes the issue of new shares
by the Company, thereby attracting merger relief under Section 612 of the
Companies Act 2006.
1.22 Fair value measurement
The fair values of quoted financial instruments in active markets are based on
current bid prices. Such instruments would be included in level 1 of the fair
value hierarchy. If an active market for a financial asset does not exist, the
Group establishes fair value by using valuation techniques. These include the
use of recent arm's length transactions, discounted cash flow analysis, option
pricing models and other valuation techniques commonly used by market
participants. These instruments would be classified under level 3 in the fair
value hierarchy.
The Group recognises transfers between levels of the fair value hierarchy at
the end of the reporting period during which the change has occurred.
2 Critical accounting judgements and key sources of estimation uncertainty
The Group makes judgements and estimates that affect the application of the
Group's accounting policies and reported amounts of assets, liabilities,
income and expenses within the next financial year. Estimates and assumptions
are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
The following key accounting policies involve critical judgements made in
applying the accounting policies and involve material estimation uncertainty.
2.1 Client relationship intangibles (note 7)
Critical judgements
Client Relationship intangibles purchased through corporate transactions
When the Group purchases client relationships through transactions with other
businesses, a judgement is made as to whether the transaction should be
accounted for as a business combination or as a separate purchase of
intangible assets. In making this judgement, the Group assesses the assets,
liabilities, operations and processes that were the subject of the transaction
against the definition of a business combination in IFRS 3. In particular,
consideration is given to whether ownership of a corporate entity has been
acquired, among other factors. During the year, no business combinations have
occurred.
Payments to newly recruited investment managers
The Group assesses whether payments made to newly recruited investment
managers under contractual agreements represent payments to acquire investment
management contract or remuneration for ongoing services provided to the
Group. If these payments are incremental costs of acquiring investment
management contracts and are deemed to be recoverable (i.e. through future
revenues earned from the FUMA that relate to the investment management
contract), they are capitalised as client relationship intangible assets (note
7).
Otherwise, the payments are judged to be in relation to the provision of
ongoing services and are expensed as remuneration costs in the period that
they are transferred. Upfront payments made to investment managers upon
joining are expensed as incurred, as they are not judged to be incremental
costs for acquiring investment management contracts. At 31 December 2025,
these intangible assets totalled £45.5 million (2024: £39.2 million).
Estimation uncertainty
Impairment review of client relationship intangible assets
At the end of each reporting period, the Group reviews the carrying amount of
its client relationship intangible assets acquired through business
combinations to determine whether there is any indication of impairment. At 31
December 2025, these intangible assets totalled £391.4 million
(2024: £429.3 million). Significant judgment is required in determining
whether certain events or circumstances constitute indicators of impairment,
and in calculating the recoverable amount of the intangible assets when
required.
If an indication of impairment exists, the recoverable amount of the asset is
estimated, being the higher of fair value less costs to sell and
value-in-use. Where value-in-use is used to calculate the recoverable amount,
discounted cash flow forecasts associated with the acquired client
relationships are produced, reflecting key assumptions for operating profit
margin, net client flows and pre-tax discount rates. Future cash flows are
based on the latest financial budgets approved by the Board, or historic
data, where relevant. Discount rates are aligned with the Group cost of
capital. Where fair value is estimated to calculate the recoverable amount of
an asset, indicative trading multiples from recent market acquisitions of
comparable businesses in the same industry are used. Changes in these inputs
may impact the amount of any impairment loss recognised in operating expenses.
At 31 December 2025, no indicators of impairment relating to the Group's
client relationship intangible assets were identified.
The largest individual client relationship intangible asset relates to the
acquisition of IW&I in 2023, with a carrying amount of £292.7 million at
31 December 2025 and this asset was determined as the asset with the greatest
potential for material impairment. During the year, this was assessed for
indicators of impairment using a fair value less cost to sell model. Our
estimate of the fair value less costs to sell, based on the comparable
business FUM multiples, would have to fall by approximately 38% in order to
trigger a possible impairment of the client relationship intangible asset.
2.2 Business combinations
2.2.1 Investec Wealth & Investment
Critical judgements
In 2023, the Group acquired the entire share capital of Investec Wealth &
Investment Limited (IW&I). The Group accounted for the transaction as a
business combination
Consideration receivable
The consideration receivable recognised in the prior year led to an adjustment
to the value of IW&I goodwill by £5.1 million due to new information
received during the IFRS 3 measurement period about facts and circumstances
that existed at the date of acquisition. The consideration receivable was
settled during the year and, consequently, this is no longer considered a
critical judgement.
3 Segmental information
IFRS 8 requires operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the chief
operating decision-maker, which takes the form of the Group Executive
Committee, in order to allocate resources to the segment and to assess its
performance.
For management purposes, the Group is organised into two operating segments:
Wealth Management and Asset Management. Centrally incurred shared services are
allocated to these operating segments on the basis of the cost drivers that
generate the expenditure; principally, these are the headcount of income
generating teams within the segment, the value of funds under management and
administration of the segment, the segment's total revenue, and the segment's
share of total expenditure. The allocation of these costs is shown in a
separate column in the table below, alongside the information presented for
internal reporting. Wealth Management Segmental Assets relate to assets held
within the Investment Management (which includes Financial Planning advice),
Banking and Trust Business Segments. Asset Management Segmental Assets are
assets held solely within the Asset Management Business Segment. Unallocated
Segmental Assets relate to the Net Defined Benefit Asset held on the balance
sheet.
The integration of IW&I during 2025 has resulted in a movement in the
individual operating expense line items in the Wealth Management segment.
During 2024, IW&I was not making significant use of group shared services
and was maintaining the cost of IW&I-specific enablement functions. Post
integration in 2025 these functions all now form part of the shared service
functions which explains the reduction in total staff costs and the increase
in the allocation of shares services relative to the prior year.
31 December 2025 Note Wealth Management Asset Management Shared Services Total
£m £m £m £m
Net investment management fee income 584.6 82.5 - 667.1
Net commission income 95.4 - - 95.4
Net interest income 84.8 2.1 - 86.9
Fees from advisory services 58.2 - - 58.2
Other income 14.9 0.8 - 15.7
Operating income 837.9 85.4 - 923.3
Staff costs − fixed (219.1) (9.9) (75.7) (304.7)
Staff costs − variable (117.7) (14.8) (32.9) (165.4)
Total staff costs (336.8) (24.7) (108.6) (470.1)
Other direct expenses (74.5) (17.7) (122.9) (215.1)
Allocation of shared services (219.7) (11.8) 231.5 -
Underlying operating expenses (631.0) (54.2) - (685.2)
Underlying profit before tax 206.9 31.2 - 238.1
Charges in relation to client relationships and goodwill 7 (26.5) - (18.8) (45.3)
Acquisition-related and integration costs 4 (39.9) - - (39.9)
Segment profit before tax 140.5 31.2 (18.8) 152.9
Profit before tax attributable to equity holders of the company 152.9
Taxation 5 (40.6)
Profit for the year attributable to equity holders of the company 112.3
Wealth Management Asset Management Unallocated Assets Total
£m £m £m £m
Segment total assets 5,108.3 108.3 0.6 5,217.2
31 December 2024 Note Wealth Management Asset Management Shared Services Total
£m £m £m £m
Net investment management fee income 575.1 79.4 - 654.5
Net commission income 91.8 - - 91.8
Net interest income 62.3 1.6 - 63.9
Fees from advisory services 54.5 - - 54.5
Other income 30.5 0.7 - 31.2
Operating income 814.2 81.7 - 895.9
Staff costs - fixed (233.9) (7.9) (54.6) (296.4)
Staff costs - variable (129.5) (20.5) (18.2) (168.2)
Total staff costs (363.4) (28.4) (72.8) (464.6)
Other direct expenses (108.3) (15.4) (80.0) (203.7)
Allocation of shared services (140.3) (12.5) 152.8 -
Underlying operating expenses (612.0) (56.3) - (668.3)
Underlying profit before tax 202.2 25.4 - 227.6
Charges in relation to client relationships and goodwill 7 (44.6) - - (44.6)
Acquisition-related and integration costs 4 (83.4) - - (83.4)
Segment profit before tax 74.2 25.4 - 99.6
Profit before tax attributable to equity holders of the company 99.6
Taxation 5 (34.1)
Profit for the year attributable to equity holders of the company 65.5
Wealth Management Asset Management Unallocated Assets Total
£m £m £m £m
Segment total assets 4,218.8 70.8 0.5 4,290.1
The following table reconciles underlying operating expenses to operating
expenses:
2025 2024
Note £m £m
Underlying operating expenses 685.2 668.3
Charges in relation to client relationships and goodwill 7 45.3 44.6
Acquisition-related costs 4 39.9 83.4
Operating expenses 770.4 796.3
Geographic analysis
The following table presents operating income analysed by the geographical
location of the Group entity providing the service:
2025 2024
£m £m
United Kingdom 899.3 874.4
Channel Islands 24.0 21.5
Operating income 923.3 895.9
The following is an analysis of the carrying amount of non-current assets
analysed by the geographical location of the assets:
2025 2024
£m £m
United Kingdom 1,063.5 1,075.2
Channel Islands 5.2 3.0
Non-current assets 1,068.7 1,078.2
Timing of revenue recognition
The following table presents operating income analysed by the timing of
revenue recognition of the operating segment providing the service:
2025 2024
Wealth Management Asset Management Wealth Management Asset Management
£m £m £m £m
Products and services transferred at a point in time 98.1 - 96.9 -
Products and services transferred over time 739.8 85.4 717.3 81.7
837.9 85.4 814.2 81.7
Major clients
The Group is not reliant on any one client or group of connected clients for
generation of revenues.
4 Acquisition-related and integration costs
During 2025 £39.9 million of material acquisition-related and integration
costs were incurred (2024: £83.4 million).
2025 2024
£m £m
Acquisition of Investec Wealth & Investment 39.9 75.5
Acquisition of Saunderson House - 7.9
Acquisition-related and Integration costs 39.9 83.4
During the year acquisition-related staff costs of £15.0 million (2024:
£21.4 million) were incurred. These costs comprised equity-settled
share-based payments of £8.0 million (2024: £12.8 million) and cash settled
awards of £7.0 million (2024: £8.6 million). These costs were predominately
driven by IW&I deferred incentive awards but also include accelerated
costs of non-IW&I schemes.
Costs relating to the acquisition of Investec Wealth & Investment
(IW&I)
The Group has incurred the following costs in relation to the acquisition of
IW&I, summarised by the following classification within the income
statement:
2025 2024
Note £m £m
Integration costs:
Integration related staff costs 28.2 48.3
Other Integration Costs 11.7 27.2
Integration costs 39.9 75.5
Integration-related staff costs of £28.2 million (2024: £48.3 million)
predominately relate to deferred incentive awards of £14.6 million (2024:
£20.4 million).
Other integration costs of £11.7 million (2024: £27.2 million) includes
costs relating to the wind down of IW&I platforms and associated project
management and governance costs.
Deferred Incentive awards
Deferred awards and contingent payments were granted to certain IW&I
employees under the Rathbones Integration Incentive Scheme. These payments
require the recipients of the awards to remain in employment with the Group
for the duration of the respective deferral periods, and therefore these
amounts have not been included in the accounting for the acquisition under
IFRS 3 Business Combinations. The cost for these equity-settled awards is
being charged to profit or loss in line with IFRS 2 and spread over each
respective vesting period. Details of the share awards are as follows:
Gross Grant date Grant date Final vesting date
amount
fair value
£m £m
Rathbones Integration Incentive Scheme 39.4 6 October 2023 31.2 22 September 2027
The Rathbone Integration Incentive Scheme award of £39.4 million is payable
in shares, and will vest in three equal tranches annually on the second, third
and fourth anniversaries of the acquisition completion date, subject to
conditions relating to the client migration process. Vesting of the final
one-third of the shares on the fourth anniversary of the date of grant will be
subject to satisfactory engagement in the client migration process. The gross
amount of £39.4 million represents management's best estimate of the extent
to which these conditions will be met. The fair value at the date of grant
was determined with reference to the share price at the date of grant less
the value of expected dividends receivable over the period up to vesting,
as no dividends will be receivable during the vesting period. There are no
market-related performance conditions attached to these awards.
A Business Enablement award of £6.9 million was also granted during the
acquisition year which was payable in cash to different groups of employees in
key business enablement functions. The final tranche of the award fully vested
during the year on 31 March 2025. There is no longer a liability for this
award at the balance sheet date as this has been settled during the year.
In the prior year, two additional awards were granted to certain employees of
Rathbones Group Plc, conditional upon the delivery of the integration plan for
Rathbones clients. One of the awards vested during the year, while the other
is payable in cash in 2027. Both awards have been recognised in accordance
with IAS 19.
The charge in the income statement for IW&I specific incentive awards is
as follows:
2025 2024
£m £m
Incentivisation awards 14.6 15.9
Costs relating to the acquisition of Saunderson House
No costs have been incurred by the Group during the year in relation to the
acquisition of Saunderson House Group. The classification within the income
statement of amounts incurred in the prior year is as follows:
2025 2024
Note £m £m
Acquisition costs:
Staff costs - 3.3
Integration costs:
Other Integration Costs - 4.6
Acquisition-related and Integration costs - 7.9
Integration costs of £nil (2024: £4.6 million) have not been allocated to a
specific operating segment (note 3).
Staff costs of £nil (2024: £3.3 million) relate to deferred remuneration.
5 Income tax expense
2025 2024
Note £m £m
Current tax:
- charge for the year 51.7 41.1
- adjustments in respect of prior years (3.1) (2.2)
Deferred tax:
- credit for the year (11.8) (6.4)
- adjustments in respect of prior years 3.8 1.6
Taxation 40.6 34.1
The tax charge in the statement of comprehensive income is higher (2024:
higher) than the charge calculated by applying the standard rate of
corporation tax in the UK of 25.0% (2024: 25.0%) to the accounting profit.
The differences are explained below:
2025 2024
£m £m
Tax on profit from ordinary activities at the standard rate of 25% 38.3 24.9
(2024: 25%)
Effects of:
- disallowable expenses 3.2 7.1
- share-based payments (0.7) 2.9
- effect of lower tax rates on overseas earnings (0.9) (0.8)
- adjustments in respect of prior year 0.7 (0.6)
- Tax impact on intra-group dividends - 0.6
40.6 34.1
On 11 July 2023, the government of the United Kingdom, where the parent
company is incorporated, enacted the Pillar II income taxes legislation
effective from 1 January 2024. Under the legislation, the parent company will
be required to pay, in the United Kingdom, top-up tax on profits of its
subsidiaries located in territories outside the United Kingdom that are taxed
at an effective tax rate of less than 15%. We have undertaken a review of the
regime and determined that the Group will not be in scope for Pillar II income
tax reporting until the year ended 31 December 2026, we will continue to
monitor the potential impact on the Group.
6 Dividends
2025 2024
£m £m
Amounts recognised as distributions to equity holders in the year:
- final dividend for the year ended 31 December 2024 of 63.0p (2023: 24.0p) 65.8 25.2
per share
- interim dividend for the year ended 31 December 2025 of 31.0p (2024: 30.0p) 32.6 31.7
per share
Dividends paid in the year of 94.0p (2024: 54.0p) per share 98.4 56.9
Proposed final dividend for the year ended 31 December 2025 of 68.0p (2024: 70.1 65.2
63.0p) per share
An interim dividend of 31.0p per share was paid on 1 October 2025 to
shareholders on the register at the close of business on 5 September 2025
(2024: 30.0p).
A final dividend declared of 68.0p per share (2024: 63.0p) is payable on
13 May 2026 to shareholders on the register at the close of business on
17 April 2026. The final dividend is subject to approval by shareholders at
the Annual General Meeting on 7 May 2026 and has not been included as a
liability in these financial statements.
7 Intangible assets
2025 2024
£m £m
Goodwill 504.9 504.9
Other intangible assets 442.1 477.8
947.0 982.7
Goodwill
Goodwill acquired in a business combination is allocated, at acquisition, to
the cash-generating units (CGUs) that are expected to benefit from that
business combination.
The carrying amount of goodwill has been allocated as follows:
Wealth Asset Management Total
Management
£m £m £m
Cost
At 1 January 2024 507.8 1.9 509.7
Other movements (2.9) - (2.9)
At 1 January 2025 504.9 1.9 506.8
Other movements - - -
At 31 December 2025 504.9 1.9 506.8
Impairment
At 1 January 2024 - 1.9 1.9
Charge for the year - - -
At 1 January 2025 - 1.9 1.9
Charge for the year - - -
At 31 December 2025 - 1.9 1.9
Carrying amount at 31 December 2025 504.9 - 504.9
Carrying amount at 31 December 2024 504.9 - 504.9
Carrying amount at 1 January 2024 507.8 - 507.8
Impairment
The recoverable amounts of the CGUs to which goodwill is allocated are
assessed using value-in-use calculations. The Group prepares cash flow
forecasts derived from the most recent financial budgets approved by the
Board, which cover the three year period from the end of the current financial
year. This is extrapolated to five years based on recent historic annual
revenue and cost growth for each CGU (see table below), adjusted for
significant historic fluctuations in industry growth rates where relevant, as
well as the Group's expectation of future growth.
A five-year extrapolation period is chosen as this aligns with the period
covered by the Group's Internal Capital Adequacy Assessment Process (ICAAP)
modelling. A terminal growth rate is applied to year five cash flows, which
takes into account the net growth forecasts over the extrapolation period and
the long-term economic growth rate. The Group estimates discount rates using
pre-tax rates that reflect current market assessments of the time value of
money and the risks specific to each CGU.
The pre-tax rate used to discount the forecast cash flows for each CGU is
shown in the table below; these are based on a risk-adjusted weighted average
cost of capital. The Group judges that these discount rates appropriately
reflect the markets in which each CGU operates.
There was no impairment to the goodwill allocated to the Wealth Management CGU
during the period. The Group has considered any reasonably foreseeable changes
to the assumptions used in the value-in-use calculation and the level of
risk associated with those cash flows. Based on this assessment, no such
change would result in an impairment of goodwill.
Wealth Management
At 31 December 2025 2024
Discount rate 15.9% 16.1%
Terminal growth rate 1.4% 1.5%
The terminal growth rate of 1.4% is aligned with current expectations
of long-term UK economic growth. The increase in the average annual revenue
growth rate since the prior year primarily reflects forecast growth in funds
under management. The decrease in the average annual cost growth rate reflects
ongoing realisation of synergies from the integration of IW&I into the
Group's Wealth Management operating segment.
Other intangible assets
Client Software Purchased Total
relationships development software
costs
£m £m £m £m
Cost
At 1 January 2024 651.0 16.2 59.1 726.3
Internally developed in the year - 1.0 - 1.0
Acquired through business combinations (1.2) - - (1.2)
Purchased in the year 11.6 - 0.8 12.4
Disposals (2.4) - (5.5) (7.9)
At 1 January 2025 659.0 17.2 54.4 730.6
Purchased in the year 13.6 - 0.3 13.9
Disposals (3.8) - - (3.8)
At 31 December 2025 668.8 17.2 54.7 740.7
Amortisation and impairment
At 1 January 2024 148.3 11.8 48.7 208.8
Amortisation charge 44.6 2.2 5.1 51.9
Disposals (2.4) - (5.5) (7.9)
At 1 January 2025 190.5 14.0 48.3 252.8
Amortisation charge 45.3 1.6 2.8 49.7
Disposals (3.9) - - (3.9)
At 31 December 2025 231.9 15.6 51.1 298.6
Carrying amount at 31 December 2025 436.9 1.6 3.6 442.1
Carrying amount at 31 December 2024 468.5 3.2 6.1 477.8
Carrying amount at 1 January 2024 502.7 4.4 10.4 517.5
Purchases of client relationships of £13.6 million (2024: £11.6 million) in
the year relate to payments made to investment managers and third parties in
respect of the costs to acquire investment management contracts.
8 Provisions
Deferred, Deferred Legal & Property- Onerous Contract Total
variable costs consideration compensation related
to acquire investment management contracts in business
combinations
£m £m £m £m £m £m
At 1 January 2024 4.7 3.3 4.9 11.4 1.2 25.5
Charged to profit or loss - - 6.4 13.1 3.1 22.6
Unused amount credited to - - (2.6) (4.9) (0.2) (7.7)
profit or loss
Net charge to profit or loss - - 3.8 8.2 2.9 14.9
Other movements 11.6 - - - - 11.6
Utilised/paid during the year (7.9) (0.7) (2.6) (11.2) (1.5) (23.9)
At 1 January 2025 8.4 2.6 6.1 8.4 2.6 28.1
Charged to profit or loss - - 10.3 1.0 0.2 11.5
Unused amount credited to profit or loss - - (1.6) (0.5) (0.2) (2.3)
Net charge to profit or loss - - 8.7 0.5 - 9.2
Other movements 13.5 - - (1.8) - 11.7
Utilised/paid during the year (3.8) (2.1) (2.2) (1.0) (0.8) (9.9)
At 31 December 2025 18.1 0.5 12.6 6.1 1.8 39.1
Payable within 1 year 0.9 0.5 12.6 0.6 1.8 16.4
Payable after 1 year 17.2 - - 5.5 - 22.7
18.1 0.5 12.6 6.1 1.8 39.1
Deferred, variable costs to acquire investment management contracts
Deferred consideration recognised represents an estimate of the amount
ultimately payable on the investment management contracts . As the final
amount payable is not determinable until the end of the contractual period
with the relevant investment managers, the balance is classified as a
provision rather than an accrual.
Other movements in provisions relate to deferred consideration associated with
investment management contracts recognised during the year.
Legal & compensation
During the ordinary course of business the Group may, from time to time,
determine that clients have suffered detriment as a result of past events or
be subject to complaints or actual or potential legal proceedings (which may
include lawsuits brought on behalf of clients or other third parties) both in
the UK and overseas. Any such material matters are periodically reassessed,
with the assistance of external professional advisers where appropriate,
to determine the likelihood of the Group incurring a liability. In those
instances where it is concluded that it is more likely than not that a payment
will be made and the amount can be estimated reliably, a provision is
established, representing the Group's best estimate of the amount required to
settle the obligation at the relevant balance sheet date, taking into account
any legal or professional advice that has been received and management's
expectation of the most likely outcome. The timing of settlement of
provisions for client compensation or litigation is dependent, in part, on
the duration of negotiations with third parties and the time required to
calculate the specific amounts due.
Property-related
Property-related provisions of £6.1 million relate to dilapidation
obligations expected to arise in respect of leasehold premises held by the
Group (2024: £8.4 million).
During the year, the Group entered into a reversionary lease for 30 Gresham
Street, which led to a reassessment of the associated dilapidation provision.
As a result, £1.8 million was released and recognised in the statement of
comprehensive income.
Onerous contract
The onerous contract provision of £1.8 million (2024: £2.6 million) relates
to the estimated cost to exit contracts that are no longer required as a
result of the combination of IW&I with Rathbones, where the term of the
contract exceeds the period over which IW&I, or the wider Rathbones Group,
is expected to derive benefit from that contract.
Amounts payable after one year
Property-related provisions of £5.5 million are expected to be settled within
13 years of the balance sheet date, which corresponds to the longest lease for
which a dilapidations provision is being held. Remaining provisions payable
after one year are expected to be settled within 11 years of the balance sheet
date.
9 Long-term employee benefits
Defined contribution pension scheme
The Group operates two defined contribution group personal pension scheme and
contributes to various other personal pension arrangements for certain
directors and employees. The total contributions made to these schemes during
the year were £30.5 million (2024: £32.3 million). The Group also operates
a defined contribution scheme for overseas employees, for which
the total contributions were £0.2 million (2024: £0.1 million).
Defined benefit pension schemes
The Group operates two defined benefit pension schemes that operate within the
UK legal and regulatory framework: the Rathbone 1987 Scheme and the Laurence
Keen Retirement Benefit Scheme. The schemes' investments are managed on a
discretionary basis, in accordance with the statements of investment
principles agreed by the trustees. Scheme assets are held separately from
those of the Group.
The trustees of the schemes are required to act in the best interest of the
schemes' beneficiaries. The appointment of trustees is determined by the
schemes' trust documentation and legislation. The Group has a policy that one
third of all trustees should be nominated by members of the schemes.
The Laurence Keen Scheme was closed to new entrants and future accrual with
effect from 30 September 1999. Past service benefits continue to be
calculated by reference to final pensionable salaries. From 1 October 1999,
all the active members of the Laurence Keen Scheme were included under the
Rathbone 1987 Scheme for accrual of retirement benefits for further service.
The Rathbone 1987 Scheme was closed to new entrants with effect from 31 March
2002 and to future accrual from 30 June 2017.
The schemes are valued by independent actuaries at least every three years
using the projected unit credit method, which looks at the value of benefits
accruing over the years following the valuation date based on projected salary
to the date of termination of services, discounted to a present value using a
rate that reflects the characteristics of the liability. The valuations are
updated at each balance sheet date in between full valuations. The latest full
actuarial valuations were carried out as at 31 December 2022.
In June 2023, the High Court handed down a judgement that casts doubt on the
validity of previous pension scheme amendments made by schemes which were
previously contracted out. This was in the Court Case of Virgin Media Limited
vs NTL Pension Trustees II Limited, where it was determined that a Deed of
Amendment was not valid because the accompanying written actuarial
confirmation under Section 37 of the Pensions Act 1995 was not present. An
appeal to the ruling in July 2024 upheld the original ruling. There remains a
risk that the benefits of schemes affected by the ruling turn out to be
incorrect. The Rathbone 1987 Scheme was never contracted out and so is not
impacted by this ruling, however there could be a potential impact on the
Lawrence Keen Scheme if any amendments are found to be invalid. Based on
initial advice and subsequent legislative developments, it is considered
unlikely that the ruling will have a material impact. The matter will continue
to be kept under review.
The assumptions used by the actuaries, to estimate the schemes' liabilities,
are the best estimates chosen from a range of possible actuarial assumptions.
Due to the timescale covered by the liability, these assumptions may not
necessarily be borne out in practice.
The principal actuarial assumptions used, which reflect the different
membership profiles of the schemes, were:
Laurence Keen Scheme Rathbone 1987 Scheme
2025 2024 2025 2024
% % % %
(unless stated) (unless stated) (unless stated) (unless stated)
Rate of increase of salaries n/a n/a n/a n/a
Rate of increase of pensions in payment 3.6 3.7 2.9 3.0
Rate of increase of deferred pensions 3.0 3.2 3.0 3.2
Discount rate 5.6 5.4 5.6 5.4
Inflation* 3.0 3.2 3.0 3.2
Percentage of members transferring out of the schemes per annum - 0 - 0
Average age of members at date of transferring out (years) n/a n/a n/a n/a
*Inflation assumptions are based on the Retail Prices Index
Over the year, the financial assumptions have been amended to reflect changes
in market conditions. Specifically:
1. the discount rate has increased by 0.15% to reflect an increase in the
yields available on AA-rated Corporate Bonds
2. the assumed rate of future inflation has decreased by 0.2% and reflects
expectations of long-term inflation as implied by changes in the Bank of
England inflation yield curve
3. the assumed rates of future increases to pensions in payment, where linked
to inflation, have decreased by 0.1% for both the Rathbone 1987 Scheme and
the Laurence Keen Scheme
Over the year the mortality assumptions have been updated. The standard
mortality tables known as Series 4 tables (2024: Series 4) are used, with the
'Light' version of the tables used to reflect an expectation that members of
the schemes will experience longer than average life expectancies. The CMI
model used to project future improvements in mortality has been updated from
the 2023 version to the 2024 version.
The proportion of members assumed to be married at retirement age is 80%
(2024: 80%).
The assumed duration of the liabilities for the Laurence Keen Scheme is 12
years (2024: 12 years) and the assumed duration for the Rathbone 1987 Scheme
is 15 years (2024: 15 years).
The normal retirement age for members of the Laurence Keen Scheme is 65 (60
for certain former directors). The normal retirement age for members of the
Rathbone 1987 Scheme is 60 for service prior to 1 July 2009 and 65 thereafter,
following the introduction of pension benefits based on Career-Average
Revalued Earnings (CARE) from that date.
The assumed life expectancies on retirement were:
2025 2024
Males Females Males Females
Retiring today: aged 60 27.7 29.3 27.4 29.2
aged 65 23.0 24.4 22.7 24.2
Retiring in 20 years: aged 60 29.5 31.1 29.2 31.0
aged 65 24.4 26.1 24.2 25.9
The amount included in the balance sheet arising from the Group's assets in
respect of the schemes is as follows:
2025 2024
Laurence Keen Rathbone Total Laurence Keen Rathbone Total
Scheme 1987 £m Scheme 1987 £m
£m Scheme £m Scheme
£m £m
Present value of defined benefit obligations (6.1) (82.5) (88.6) (6.2) (81.7) (87.9)
Fair value of scheme assets 6.4 82.8 89.2 6.5 81.9 88.4
Net defined benefit asset 0.3 0.3 0.6 0.3 0.2 0.5
The amounts recognised in profit or loss, within operating expenses, are as
follows:
2025 2024
Laurence Keen Rathbone Total Laurence Keen Rathbone Total
Scheme
1987
£m
Scheme
1987
£m
£m
Scheme
£m
Scheme
£m
£m
Interest expense - - - - (0.4) (0.4)
- - - - (0.4) (0.4)
Remeasurements of the net defined benefit asset have been reported in other
comprehensive income.
Movements in the present value of defined benefit obligations were as follows:
2025 2024
Laurence Keen Rathbone Total Laurence Keen Rathbone Total
Scheme 1987 £m Scheme 1987 £m
£m Scheme £m Scheme
£m £m
At 1 January 6.3 81.7 88.0 7.3 93.8 101.1
Interest cost 0.3 4.3 4.6 0.4 4.1 4.5
Actuarial experience gains/(losses) - 0.8 0.8 - (0.1) (0.1)
Actuarial gains/(losses) arising from:
- demographic assumptions 0.1 2.1 2.2 (0.1) (0.4) (0.5)
- financial assumptions (0.2) (3.5) (3.7) (0.8) (12.8) (13.6)
Past service cost - - - - - -
Benefits paid (0.4) (2.9) (3.3) (0.6) (2.9) (3.5)
At 31 December 6.1 82.5 88.6 6.2 81.7 87.9
Movements in the fair value of scheme assets were as follows:
2025 2024
Laurence Keen Rathbone Total Laurence Keen Rathbone Total
Scheme
1987
£m
Scheme
1987
£m
£m
Scheme
£m
Scheme
£m
£m
At 1 January 6.5 81.9 88.4 8.2 99.9 108.1
Remeasurement of net defined benefit asset/(liability)
- interest income 0.3 4.4 4.7 0.4 4.4 4.8
- return on scheme assets (excluding amounts included in - (0.6) (0.6) (1.5) (23.2) (24.7)
interest income)
Contributions from the sponsoring companies - - - - 3.7 3.7
Benefits paid (0.4) (2.9) (3.3) (0.6) (2.9) (3.5)
At 31 December 6.4 82.8 89.2 6.5 81.9 88.4
On 9 April 2024 both Schemes invested in a bulk annuity policy to match their
liabilities as part of a 'buy-in' process. The Schemes' assets are therefore
almost entirely invested in bulk policies, with some residual funds in the
Schemes' bank accounts or cash deposits. In accordance with IAS 19, the fair
value of the bulk annuity policies has been calculated to be equal to the
value of the liabilities the policies cover. The actual return on scheme
assets was a rise in value of £0.3 million (2024: fall of £1.2 million) for
the Laurence Keen Scheme and a rise in value of £3.8 million (2024 fall of
£18.7 million) for the Rathbones 1987 scheme.
Following the purchase of the bulk annuities which match the Schemes'
liabilities, the risks relating to interest rates, inflation and mortality
have been transferred to the insurer. The residual risks to the Group arising
from both schemes are in respect of the following:
- counterparty default risk - risk of insurer default is
considered low, with a number of protections in place against this.
- risk that there are changes to the premium - final
premium payable to the insurer is subject to confirmation following a period
of data cleanse, no significant adjustments expected.
- Regulatory risk - there is a risk that external events
outside the control of the trustees and Company lead to unexpected
liabilities, which are not covered by the bulk annuity policy.
- Policy risk - whilst considerable effort was made to
ensure that the bulk annuity policies cover all liabilities of the Schemes,
there is the potential for some unintentional mismatches to arise where there
has been a misinterpretation of the Schemes' rules or incorrect data provided
to the insurer.
The analysis of the scheme assets, measured at bid prices, at the balance
sheet date was as follows:
2025 2024 2025 2024
Laurence Keen Scheme
Fair value Fair value Current Current
£m £m allocation allocation
% %
Liability-driven investments - - - -
Cash 0.3 0.4 5.0 5.0
Annuities 6.1 6.1 95.0 95.0
At 31 December 6.4 6.5 100.0 100.0
2025 2024 2025 2024
Rathbone 1987 Scheme
Fair value Fair value Current Current
£m £m allocation allocation
% %
Liability-driven investments - - - -
Cash 0.3 0.2 - -
Annuities 82.5 81.7 100.0 100.0
At 31 December 82.8 81.9 100.0 100.0
The key assumptions affecting the results of the valuation are the discount
rate, future inflation, mortality. In order to demonstrate the sensitivity of
the results to these assumptions, the actuary has recalculated the defined
benefit obligations for each scheme by varying each of these assumptions
in isolation whilst leaving the other assumptions unchanged. Changes to these
assumptions of a different, but similar, magnitude would result in a broadly
proportional change in these figures. Where the changes to these assumptions
are more significant the impact will be more significant, but potentially not
proportional. These events within the sensitivity analysis are unlikely to
occur in isolation. For example, in order to demonstrate the sensitivity of
the results to the discount rate, the actuary has recalculated the defined
benefit obligations for each scheme using a discount rate that is 0.5% higher
than that used for calculating the disclosed figures. A similar approach has
been taken to demonstrate the sensitivity of the results to the other key
assumptions. A summary of the sensitivities in respect of the total of the two
schemes' defined benefit obligations is set out below.
Combined impact on schemes' liabilities
(Decrease)/increase (Decrease)/increase
£m %
0.5% increase in:
- discount rate (6.7) (7.6)
0.5% increase in:
- rate of inflation 4.0 4.5
1-year increase to:
- longevity at 60 3.8 4.3
No contributions were made by the Group to the 1987 Scheme during the year
(2024: £3.7 million).
There have been no contributions (2024: £nil) made by the Group to the
Laurence Keen Scheme during the year.
Per IAS 19, companies are required to limit the value of any defined benefit
asset to the lower of the surplus in the plan and the defined benefit asset
ceiling, where the asset ceiling is the present value of economic benefits
available in the form of refunds from the plan or reductions in future
contributions to the plan. The company expects to access any surplus assets
remaining in the plan once all members have left after gradual settlement of
the liabilities. Therefore, the net asset is deemed to be recoverable and the
effect of the asset ceiling is £nil.
10 Fair values
The Group recognises transfers between levels of the fair value hierarchy at
the end of the reporting period during which the change has occurred. There
have been no transfers between levels during the year (2024: none).
The fair values of the Group's other financial assets and liabilities are not
materially different from their carrying values, with the exception of the
following:
- Investment debt securities measured at amortised cost comprise bank and
building society certificates of deposit, which have fixed coupons, and
treasury bills. The fair value of the debt securities at 31 December 2025 was
£1,865.7 million (2024: £1,249.4 million) and the carrying value was
£1,864.3 million (2024: £1,278.2 million). Fair value of debt securities is
based on market bid prices, and hence would be categorised as level 1 within
the fair value hierarchy.
- Subordinated loan notes comprise Tier 2 loan notes. The fair value of the
loan notes at 31 December 2025 was £31.7 million (2024: £34.2 million) and
the carrying value was £39.9 million (2024: £39.9 million). Fair value of
the loan notes is based on discounted future cash flows using current market
rates for debts with similar remaining maturity, and hence would be
categorised as level 2 in the fair value hierarchy.
Level 3 financial instruments
Fair value through profit or loss
At 31 December 2023, the Group held 517 shares in Euroclear Holdings SA, which
were valued at £1.2 million by reference to the price secured from the sale
of 1,292 of the Group's shares during 2023. In 2024, the Group sold its total
remaining shares in Euroclear at the same price used to value its shareholding
at 31 December 2023.
Changes in the fair values of financial instruments categorised as level 3
within the fair value hierarchy were as follows:
2025 2024
At 1 January - 1.2
Total unrealised gains/(losses) recognised in profit or loss - -
Total disposals - (1.2)
At 31 December - -
The gains or losses relating to the fair value through profit or loss equity
securities is included within 'other operating income' in the consolidated
statement of comprehensive income.
There were no other gains or losses arising from changes in the fair value of
financial instruments categorised as level 3 within the fair value hierarchy.
11 Earnings per share
Earnings used to calculate earnings per share on the bases reported in these
financial statements were:
2025 2024
Pre-tax Taxation Post-tax Pre-tax Taxation Post-tax
Note £m £m £m £m £m £m
Underlying profit attributable to shareholders of the Company 238.1 (60.7) 177.4 227.6 (59.9) 167.7
Charges in relation to client relationships and goodwill 7 (45.3) 10.1 (35.2) (44.6) 10.2 (34.4)
Acquisition-related costs 4 (39.9) 10.0 (29.9) (83.4) 15.6 (67.8)
Profit attributable to shareholders of the Company 152.9 (40.6) 112.3 99.6 (34.1) 65.5
Basic earnings per share has been calculated by dividing profit attributable
to shareholders by the weighted average number of shares in issue throughout
the year, excluding own shares, of 104,078,246 (2024: 103,729,536). This
includes 17,481,868 convertible non-voting shares issued as consideration for
the IW&I transaction.
Diluted earnings per share is the basic earnings per share, adjusted for the
effect of contingently issuable shares and outstanding employee share options.
2025 2024
Weighted average number of ordinary shares in issue during the year - basic 104,078,246 103,729,536
Dilutive effect of share options and awards 3,243,302 4,481,773
Weighted average number of diluted ordinary shares outstanding 107,321,548 108,211,309
2025 2024
Earnings per share for the year attributable to equity holders of the company:
- basic 107.9p 63.0p
- diluted 104.7p 60.4p
Underlying earnings per share for the year attributable to equity holders of
the company:
- basic 170.5p 161.6p
- diluted 165.3p 154.9p
Underlying earnings per share is calculated in the same way as earnings per
share, but by reference to underlying profit attributable to shareholders.
12 Related party transactions
Transactions with key management personnel
The remuneration of the key management personnel of the Group, who are defined
as the company's directors and other members of senior management who are
responsible for planning, directing and controlling the activities of the
Group, is set out below.
Gains on options exercised by directors during the year totalled £nil (2024:
£nil). Further information about the remuneration of individual Directors is
provided in the audited part of the Directors' remuneration report.
2025 2024
£m £m
Short-term employee benefits 6.5 8.4
Other long-term benefits - (0.1)
Share-based payments 2.7 2.4
9.2 10.7
Dividends totalling £0.3 million were paid in the year (2024: £0.2 million)
in respect of ordinary shares held by key management personnel and their close
family members.
At 31 December 2025, key management personnel and their close family members
had gross outstanding deposits of £1.7 million (2024: £0.9 million) and
gross outstanding banking loans of
£nil (2024: £nil ). A number of the Group's key management personnel and
their close family members make use of the services provided by companies
within the Group. Charges for such services are made at various staff rates.
All transactions were made on normal business terms.
Other related party transactions
The Group's transactions with the pension funds are described in note 9. At 31
December 2025, no amounts were outstanding with either the Laurence Keen
Scheme or the Rathbone 1987 Scheme (2024: none).
On 21 September 2023, the Group completed its acquisition of 100% of the
ordinary share capital of Investec Wealth & Investment Limited (IW&I)
from Investec Bank plc. Full details of the acquisition are set out in note 4
of the 2023 annual report and accounts.
Total consideration transferred to Investec Bank plc of £751.9 million
comprised a share issue of 27,056,463 ordinary shares and 17,481,868
convertible non-voting ordinary shares. Based on Rathbones' issued share
capital at completion, the total shares transferred to Investec Bank plc
amounted to an economic interest in Rathbones Group Plc of 41.25% but, in
accordance with the terms of the acquisition, 29.9% of the total voting
rights in Rathbones Group Plc.
As a result of the IW&I transaction, Rathbones Group Plc is an associate
of Investec Bank plc. Investec Bank plc currently provide services to
Rathbones Group Plc under a Transitional Services Agreement (TSA), entered
into on acquisition of IW&I. In April 2024 an Outsourced Service Agreement
(OSA) was established.
As at 31 December 2025 there was a gross payable balance with Investec Bank
plc of £0.7 million (2024: £12.6 million) which relates to services provided
under the TSA and OSA agreements. In addition, there was a gross receivable
balance of £2.6 million (2024: £6.4 million), which relates to recovery of
tax on the prior year consideration received of £5.1 million. IW&I also
has a small number of legacy client-related arrangements with Investec Bank
plc.
The total expense recognised with respect to Investec Bank plc in the period
is as follows:
2025 2024
£m £m
Expense incurred under TSA 5.2 10.7
Expense incurred under OSA 16.6 13.4
Expenses incurred on behalf of clients 1.1 0.5
22.9 24.6
IW&I partially sublets certain regional office space to Investec Bank plc
companies and in 2024 charges were made to Investec Bank plc for use of
research, these recharges ceased in 2025. Total fees receivable under these
arrangements at 31 December 2025 are as follows:
2025 2024
£m £m
Research fees - 0.2
Property fees 0.5 0.4
0.5 0.6
One Group subsidiary, Rathbones Asset Management Limited, has authority to
manage the investments within a number of unit trusts. During 2025, the Group
managed 27 unit trusts, Sociétés d'Investissement à Capital Variable
(SICAVs) and open-ended investment companies (OEICs) (together, 'collectives')
(2024: 28 unit trusts and OEICs).
The Group charges each fund an annual management fee for these services, but
does not earn any performance fees on the unit trusts. The management charges
are calculated on the bases published in the individual fund prospectuses,
which also state the terms and conditions of the management contract with the
Group.
The following transactions and balances relate to the Group's interest in the
unit trusts:
2025 2024
Year ended 31 December £m £m
Total management fees 85.4 82.7
2025 2024
As at 31 December £m £m
Management fees owed to the Group 7.5 7.2
7.5 7.2
Total management fees are included within 'fee and commission income' in the
consolidated statement of comprehensive income.
Management fees owed to the Group are included within 'accrued income'.
All amounts outstanding with related parties are unsecured and will be settled
in cash. No guarantees have been given or received. No expected credit loss
provisions have been made in respect of the amounts owed by related parties.
13 Consolidated statement of cash flows
For the purposes of the consolidated statement of cash flows, cash and cash
equivalents comprise the following balances with less than three months until
maturity from the date of acquisition:
2025 2024
Note £m £m
Cash and balances at central banks 1,504.0 1,166.0
Loans and advances to banks 264.7 293.2
At 31 December 1,768.7 1,459.2
Cash flows arising from the issue/(repurchase) of ordinary shares comprise:
2025 2024
Note £m £m
Share capital issued - 0.1
Share premium on shares issued 6.9 5.5
Proceeds from issue of share capital 6.9 5.6
Share buy back (36.1) -
Shares repurchased and placed into own shares (18.9) (22.0)
Net issue/(repurchase) of ordinary shares (48.1) (16.4)
During the year, £18.9 million (2024: £22.0 million) of shares were
repurchased and recognised within the Group's own shares.
A reconciliation of the movements of financing liabilities and equity to cash
flows arising from financing activities is as follows:
Subordinated Lease liabilities Liabilities from financing activities Share capital/ Reserves Retained Total Total
loan notes £m £m premium £m earnings equity £m
£m £m £m £m
At 1 January 2025 39.9 44.8 84.7 323.3 756.3 279.8 1,359.4 1,444.1
Changes from financing cash flows
Proceeds from issue of share capital - - - 6.9 - - 6.9 6.9
Payments for share repurchases - - - - (18.9) - (18.9) (18.9)
Share buy back - - - (0.1) 0.1 (36.1) (36.1) (36.1)
Dividends paid - - - - - (98.4) (98.4) (98.4)
Interest paid (2.3) (2.9) (5.2) - - - - (5.2)
Payment for lease liabilities - (7.0) (7.0) - - - - (7.0)
Payment on exit of property leases - - - - - - - -
Total financing cash flows (2.3) (9.9) (12.2) 6.8 (18.8) (134.5) (146.5) (158.7)
Cancellation of Share Premium - - - (317.8) - 317.8 - -
Total non-cash movements(1) 2.3 40.0 42.3 (317.8) 23.7 433.2 139.1 181.4
At 31 December 2025 39.9 74.9 114.8 12.3 761.2 578.5 1,352.0 1,466.8
1. Non-cash movements during the year relate to interest expense, additions
to lease liabilities, cost of own shares vesting in reserves, and other
movements in retained earnings per the SOCIE
Subordinated Lease liabilities Liabilities from financing Share capital/ Reserves Retained Total Total
loan notes £m activities premium £m earnings equity £m
£m £m £m £m £m
At 1 January 2024 39.9 74.9 114.8 317.7 768.8 263.7 1,350.2 1,465.0
-
Changes from financing cash flows -
Proceeds from issue of share capital - - - 5.6 - - 5.6 5.6
Payments for share repurchases - - - - (22.0) - (22.0) (22.0)
Dividends paid - - - - - (56.9) (56.9) (56.9)
Interest paid (2.3) (2.8) (5.1) - - - - (5.1)
Payment for lease liabilities - (9.7) (9.7) - - - - (9.7)
Payment on exit of property leases - (11.2) (11.2) - - - - (11.2)
Total financing cash flows (2.3) (23.7) (26.0) 5.6 (22.0) (56.9) (73.3) (99.3)
Total non-cash movements 2.3 (6.4) (4.1) - 9.5 73.0 82.5 78.4
At 31 December 2024 39.9 44.8 84.7 323.3 756.3 279.8 1,359.4 1,444.1
14 Events after the balance sheet date
Subsequent to the year end, the £50 million share buyback programme was
completed on 16 February 2026, with an additional 644,534 ordinary shares
purchased and cancelled. On 27 February 2026 the board announced an extension
to the programme of up to £20 million, subject to regulatory approval. The
buyback forms part of the Group's broader capital allocation strategy.
There have been no other material events occurring between the balance sheet
date and the date of signing this report.
Alternative performance measures
Alternative Performance Measures (APMs) are a financial measure of historical
or future financial performance, financial position, or cash flow, other than
a financial measure under IFRS.
Reconciliation of underlying performance measures to closest equivalent
IFRS measures
2025 2024
Note £m (unless stated) £m (unless stated)
Operating income 923.3 895.90
Underlying operating expenses (685.2) (668.30)
Underlying profit before tax(1) 238.1 227.60
Charges in relation to client relationships and goodwill 7 (45.3) (44.60)
Acquisition-related and integration costs 4 (39.9) (83.40)
Profit before tax 152.9 99.60
Taxation 5 (40.6) (34.10)
Profit after tax 112.3 65.50
Underlying profit after tax(2) 11 177.4 167.70
Operating margin 16.6% 11.1%
Underlying operating margin(3) 25.8% 25.4%
Weighted average number of shares in issue 11 104.1m 103.7m
Earnings per share (p) 11 107.9p 63.0p
Underlying earnings per share (p)(4) 11 170.5p 161.6p
Monthly average total equity 1,358.8 1,363.5
Underlying monthly average total equity(5) 1,397.4 1,401.0
ROCE(6) 8.3% 4.8%
Underlying ROCE(7) 13.1% 12.0%
1. Operating income less underlying operating expenses
2. Underlying profit before tax adjusted for tax on underlying operating
expenses
3. Underlying profit before tax as a percentage of operating income
4. Underlying profit after tax divided by the weighted average number of
shares in issue
5. Monthly average equity adjusted for underlying operating expenses
6. Profit after tax as a percentage of monthly average total equity
7. Underlying profit after tax as a percentage of monthly average total
equity. The calculation has been amended relative to the prior year so that
total equity is used in the calculation. This is to allow a more meaningful
calculation of this metric. Of the increase of 110bps during 2025, 40bps of
the total movement is due to the change in calculation methodology
In line with our business policy, we have classified charges in relation to
client relationship intangibles and acquisition-related and integration costs
as non-underlying costs, these are excluded from underlying profit.
Charges in relation to client relationships and goodwill (note 7)
As explained in notes 1.14 and 2.1, client relationship intangible assets are
recognised when the Group acquires a business or investment management
contracts as a result of the recruitment of experienced investment managers
who have the capability to attract significant FUMA to the Group.
These intangible assets are amortised over the expected duration of the
respective client relationships. Amortisation of £45.3 million has been
charged to the income statement (2024: £44.6 million). This represents a
significant non-cash profit and loss item which is excluded from underlying
profit in order to present an alternative measure that represents largely
cash-based results of the financial reporting period. Research analysts
commonly exclude these amortisation costs when comparing the performance of
firms in the wealth management industry.
Acquisition-related and integration costs (note 4)
Acquisition and integration-related costs are significant non-recurring costs
that arise from strategic investments and corporate transactions to grow the
business rather than from the business' operating activities, and are
therefore excluded from underlying results.
These costs primarily comprise professional fees directly related to the
execution of the relevant transaction, certain elements of deferred
consideration payable to the vendors of acquired businesses that are
conditional upon their continued employment with the Group, and the
non‑recurring costs of integrating the acquired businesses with those of the
existing Group.
During 2025, £39.9 million of integration costs (2024: £75.5 million,
acquisition and integration related) have been incurred in relation to the
IW&I integration. This comprised £28.2 million of integration related
staff costs (2024: £48.3 million), and £11.7 million of other integration
costs (2024: £27.2 million), which form part of the total expected costs to
deliver the integration and achieve the related synergies.
Acquisition-related legal and professional costs of £nil were incurred
in the prior year relating to the execution of the transaction. No
acquisition-related legal and professional costs were recognised as
non-underlying costs in 2025.
Synergies achieved
Synergies recognised relating to the integration of IW&I are income or
cost benefits to the Group which have arisen as a direct result of the
integration. Synergies are tracked relative to a 2022 baseline with the
reported amount being the annualised benefit to the income statement of
synergies realised by the reporting date.
Deferred consideration
Deferred consideration costs are significant payments that form part of the
total consideration payable under the terms of the acquisition agreement and
are considered to be capital in nature, reflecting the cost to acquire the
business and the transfer of its ownership. However, in accordance with IFRS
2, any deferred consideration that is payable to former shareholders of the
acquired business who are required to remain in employment with the Group for
a certain period must be treated as remuneration and expensed to the income
statement over the period to which the employment condition applies.
In 2025, no deferred consideration payments payments were charged to the
income statement in relation to the acquisition of Saunderson House (2024:
£3.3 million).
Taxation
The corporation tax charge for 2025 was £40.6 million (2024: £34.1 million)
(see note 10). The effective tax rate reduced to 26.6% in 2025 (2024: 34.2%),
with the rate normalising as the impact of disallowable expenses incurred as a
result of the IW&I acquisition no longer present.
The effective tax rate is expected to normally be around 2 percentage points
above the statutory rate as a result of normal levels of disallowable costs.
Basic earnings per share
Basic earnings per share for the year ended 31 December 2025 were 107.9p
(2024: 63.0p). On an underlying basis, basic earnings per share were 170.5p in
2025, compared to 161.6p in 2024 (see note 12). The increase in the year
reflects the benefit to both underlying and statutory profit after tax of
higher income growth and synergy delivery along with the share buyback over
the second half of the year. Statutory profit also increased as a result of
the reduction in integration costs incurred during the year.
Return on capital employed
The Board monitors the underlying return on capital employed (ROCE) as a key
performance measure. For monitoring purposes, underlying ROCE is defined as
underlying profit after tax expressed as a percentage of average total equity
for the year.
Assessment of underlying return on capital is a key consideration for all
investment decisions, particularly in relation to acquired growth.
In 2025, underlying ROCE was 13.1%(1) (2024: 12.0%) and statutory ROCE was
8.3% in 2025 (2024: 4.8%), both measures have improved due to higher income
growth and synergy delivery along with the share buyback over the second half
of the year. Statutory ROCE also benefitted from the reduction in integration
costs incurred during the year.
1. The calculation has been amended relative to the prior year so that total
equity is used in the 2025 calculation. This is to allow a more meaningful
calculation of this metric. Of the increase of 110bps during 2025, 40bps of
the total movement is due to the change in calculation methodology.
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF RATHBONES GROUP PLC ON THE
PRELIMINARY ANNOUNCEMENT OF RATHBONES GROUP PLC
As the independent auditor of Rathbones Group Plc we are required by UK
Listing Rule LR 9.7A.1(2)R to agree to the publication of Rathbones Group
Plc's preliminary announcement statement of annual results for the period
ended 31 December 2025.
The preliminary statement of annual results for the period ended 31 December
2025 includes:
- Disclosures required by the Listing Rules;
- Chair's statement;
- Group Chief Executive Officer's review;
- Group Chief Financial Officer's review;
- Financial performance;
- Financial position;
- Liquidity and cash flow;
- Risk management and control;
- Principal risks;
- Consolidated statement of comprehensive income;
- Consolidated statement of changes in equity;
- Consolidated statement of financial position sheet;
- Consolidated statement of cash flows; and
- Notes 1 to 14 to the preliminary announcement.
We are not required to agree to the publication of presentations to analysts,
trading statements, interim management statements.
The directors of Rathbones Group Plc are responsible for the preparation,
presentation and publication of the preliminary statement of annual results in
accordance with the UK Listing Rules.
We are responsible for agreeing to the publication of the preliminary
statement of annual results, having regard to the Financial Reporting
Council's Bulletin "The Auditor's Association with Preliminary Announcements
made in accordance with UK Listing Rules".
Status of our audit of the financial statements
Our audit of the annual financial statements of Rathbones Group Plc is
complete and we signed our auditor's report on 26 February 2026. Our auditor's
report is not modified and contains no emphasis of matter paragraph.
Our audit report on the full financial statements sets out the following key
audit matters which had the greatest effect on our overall audit strategy; the
allocation of resources in our audit; and directing the efforts of the
engagement team, together with how our audit responded to those key audit
matters and the key observations arising from our work. These matters were
addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we did not provide a separate opinion
on these matters.
Fee rates charged to generate investment management fee income
Key audit matter description
We have refined our key audit matter around investment management income to
specifically focus on the fee rates applied in the income calculation due to
the significant increase in the volume of new fee rate set-ups and fee rate
amendments in the financial year due to the migration of legacy IW&I
clients onto the Rathbones platform.
As detailed in the summary of principal accounting policies in notes 1 and 3
(included within note 3 to this announcement), operating income comprises net
investment management fee income of £667.1 million (2024: £654.5 million).
Investment management ("IM") fees from the wealth management segment account
for approximately 63.3% (2024: 64.2%) of total operating income standing at
£584.6 million (2024: 575.1 million) as noted within the Strategic Report.
The Group's history of acquisitions and long-standing client relationships has
resulted in a large volume of fee structures. The migration of legacy
IW&I clients onto the Rathbones platform resulted in a significant
increase in the volume of new fee rate set-ups and fee rate amendments in the
financial year. This, combined with the manual processing of the fee rate
changes, gave greater potential for error. As remuneration schemes for
investment managers often link to fee generation, we also consider this to be
a potential fraud risk area.
Due to the time and resources utilised in the audit, we have determined fee
rates charged to client accounts to generate investment management fee income
in the wealth management segment to be a key audit matter.
How the scope of our audit responded to the key audit matter
To address the identified key audit matter we have performed the following
audit procedures:
Tested the relevant IT controls supporting the investment management fee
income recognised in the wealth management segment. We also tested the
relevant manual controls for Rathbones Investment Management Limited ('RIM')
and obtained an understanding of the relevant manual controls in Rathbones
Investment Management International Limited ('RIMI') and Investec Wealth &
Investment Limited ('IW&I').
Agreed a sample of management fee rates through to client agreements and
correspondence, with a focus on new and amended fee rates. Where manual fee
rate amendments were made to system generated fees, we inspected evidence of
appropriate authorisation and rationale from the investment manager.
Recalculated a sample of fee charges to gain comfort over the system generated
fees within IW&I.
Engaged with our data analytics specialists to perform a recalculation of the
fees to gain comfort over the system generated fees within RIM and RIMI.
Key observations
We concluded that the fee rates charged to generate investment management fee
income are appropriate the year ended 31 December 2025.
Classification and disclosure of acquisition and integration costs
Key audit matter description
The Group recognised £39.9 million (2024: £83.4 million) of acquisition and
integration costs.
The classification of acquisition and integration costs relies on judgement,
and increases the potential for management bias, especially considering that
certain management remuneration schemes are linked to the integration's
success and the realisation of synergies.
Furthermore, we note that throughout the annual report and within the Group's
other public announcements, underlying profit and underlying earnings per
share are key performance indicators for the Group and an area of increased
focus by investors. They are adjusted for acquisition and integration costs,
as disclosed in notes 3 and 8 (included within notes 3 and 4 to this
announcement) as well as reported as key Alternative Performance Measures
("APMs") of the Group in the strategic report on page 3. Because this gives
rise to an incentive to misclassify expense as acquisition and integration
costs, we have identified this as a key audit matter with the potential for
fraud.
How the scope of our audit responded to the key audit matter
We have obtained an understanding of the relevant controls in place in
relation to the classification of acquisition and integration costs.
We assessed the appropriateness of the Group's policy in recognising
acquisition and integration related costs. We also examined the
year-on-year consistency of the policy.
We have assessed management's judgment for the recognition and classification
of the expenses, and whether these were incurred as part of the acquisition
and integration activities.
For a sample of expenses, we have assessed the nature of expenses and assessed
management's rationale for classification of these costs against
management's policy.
We have assessed the appropriateness of disclosure included within the
financial statement to determine whether all required information has been
included for acquisition and integration costs.
Key observations
We have concluded that the classification and disclosure of acquisition and
integration expenses is appropriate for the year ended 31 December 2025
Executive remuneration and executive share based payments
Key audit matter description
As noted within the strategic report on page 80, Paul Stockon announced his
retirement as CEO of the Rathbones Group in March 2025 and Jonathan Sorrell
was subsequently appointed to the Board in August 2025. The change in CEO and
further executive team changes in the final quarter of 2025 resulted in
additional complexities regarding the accounting treatment of new and existing
management incentive and share-based payment awards.
Specifically, there was additional complexity concerning grant dates, vesting
periods, performance conditions which link to KPIs, and the introduction of
share accelerations. These factors, coupled with the complexity and limited
comparability of the unique disclosures with respect to each director's
remuneration make this a potential fraud risk area.
Overall, the Group expensed £3.98 million in the current year relating to the
granting of new awards and acceleration of existing awards impacted by the
executive team changes within the Executive Share Performance Plan ("ESPP").
Given the one-off nature of these awards, sensitivity of the directors'
remuneration to the users of the financial statements and relative quantum, we
consider executive remuneration to be a key audit matter.
How the scope of our audit responded to the key audit matter
To address the identified key audit matter, we performed the following
procedures:
Obtained an understanding of relevant controls over the accounting for the
acceleration of Paul Stockton's awards and Jonathan Sorrell's new remuneration
package.
Conducted inquiries with Company Secretary and the Head of the Remuneration
Committee to understand the nature of the remuneration arrangements and the
policies applied.
With involvement of our share-based payment specialists, we assessed
management's valuations for the grant date fair value and the accounting
treatment relating to the senior leadership change on the ESPP scheme.
Assessed the key complexities and assumptions within the share-based payment
calculations including the probability of vesting conditions being met,
specifically relating to the revised performance conditions and partial
performance periods arising due to the acceleration.
Tested the mechanical accuracy of the models supporting the calculations ,
including a recalculation of the spreading of the costs in line with
contractual arrangements, and testing the completeness and accuracy of the
underlying data by agreeing key details to service agreements and termination
agreements.
With involvement of our remuneration specialists, we assessed the directors'
remuneration disclosure within the financial statements and audited element of
the remuneration report on page 101 (included within this announcement).
Key observations
We have concluded that executive remuneration and executive share based
payments are appropriately recognised and disclosed for the year ended 31
December 2025.
Procedures performed to agree to the preliminary announcement of annual
results
In order to agree to the publication of the preliminary announcement of annual
results of Rathbones Group Plc we carried out the following procedures:
- checked that the figures in the preliminary announcement covering the full
year have been accurately extracted from the audited or draft financial
statements and reflect the presentation to be adopted in the audited financial
statements;
- considered whether the information (including the management commentary)
is consistent with other expected contents of the annual report;
- considered whether the financial information in the preliminary
announcement is misstated;
- considered whether the preliminary announcement includes a statement by
directors as required by section 435 of CA 2006 and whether the preliminary
announcement includes the minimum information required by UKLA Listing Rule
9.7A.1;
- where the preliminary announcement includes alternative performance
measures ("APMs"), considered whether appropriate prominence is given to
statutory financial information and whether:
• the use, relevance and reliability of APMs has been explained;
• the APMs used have been clearly defined, and have been given meaningful
labels reflecting their content and basis of calculation;
• the APMs have been reconciled to the most directly reconcilable line
item, subtotal or total presented in the financial statements of the
corresponding period; and
• comparatives have been included, and where the basis of calculation has
changed over time this is explained.
- read the management commentary, any other narrative disclosures and any
final interim period figures and considered whether they are fair, balanced
and understandable.
Use of our report
Our liability for this report, and for our full audit report on the financial
statements is 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 our audit report or this report, or for the opinions we have formed.
Simon Cleveland, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
26 February 2026
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