The directors present the Strategic Report for the year ended 31 December 2023.
Principal activity
The principal activity of Tide Holdings Limited (the "Company") is that of a holding company. Tide Holdings Limited and its subsidiaries are together referred to as the "Group" or "Tide".
The principal activity of the Group in the year under review was as a software and services provider which provides a platform for current accounts, other financial products and financial administration software tools to help small businesses run their activities more efficiently.
Review of business
Tide's mission is to help our members (customers) save time (and money) in the running of their businesses, so they can get back to doing what they love. Our vision is to become the UK's leading Business Financial Platform for SMEs.
Subsidiaries:
Tide Platform Limited, operates as a FCA regulated e-money institution providing digital business financial platform services for the UK SME market and develops Tide Platform software technology;
Tide Capital Limited, is focused on providing proprietary lending, primarily Bounce Back Loans, through the Tide platform;
Tide Capital II Limited, is focused on providing proprietary lending through the Tide platform;
Tide Capital III Limited, is focused on providing proprietary lending through the Tide platform;
Tide Platform Private Limited, provides digital business financial platform services for the Indian SME market;
Tide Platform Technology and Servicing Private Limited, provides engineering, customer and business support services to Tide Platform Limited;
Tide Platform S.A, provides digital business financial platform services for the EU SME market;
Funding Options Limited, provides a digital SME credit marketplace.
The business remains dedicated to delivering its mission to current members and onboarding new members. Over the last financial year, Tide has seen significant growth in the member base. In September 2024, Tide has reached 1 million members globally. The Group intends to continue to expand and enhance its product offerings and its international presence in order to meet both current and future member demands and expectations.
The Group’s employees are key to its successes in delivering the business plan to date and achieving its mission thus far, and will continue to be into the future. Over the last financial year, staff numbers have increased from 987 to 1623, and continued to grow after the year end.
In January 2023, the Company received FCA approval to acquire 100% of the ordinary shares of Funding Options Limited ("Funding Options"). Funding Options provides a digital SME credit marketplace, and since 2013 it has helped SMEs access more than £700m in funding from its panel of over 120 lenders. The acquisition has enabled Tide to accelerate its existing small business loan marketplace and introduce Partner Credit Services, Tide’s new product vertical. Funding Options continues to operate as a separate brand within Tide.
During the year, the Company issued Series C preference shares for cash consideration of £17.1m and reassignment to the Company of a loan from Apax Digital to Funding Options Limited.
Financial review
Turnover has increased from £59.2m to £119.4m for the year ended 31 December 2023 due to significant growth in the member base and introduction of new products and features. Operating loss for the year was £41.4m (2022: £38.1m), due to increased expenditure on marketing and member acquisition activities and continued investment in technological and product development. This includes investment for entry into new international markets. The Group has selected to change its accounting policy from capitalising product development costs that met specific criteria as intangible assets to recognising these as expenses in the income statement as incurred, and restated prior year results accordingly.
Net assets of the Group were £19.4m (2022: £32.4m). During the year, the Company received £22.7m (2022:
£1.3m) of capital investment.
The metrics included in this section are also considered to be the Group's key performance indicators.
The Group's activities expose it to a number of financial risks. Management reviews the key risks facing the business on a monthly basis or more frequently if required. The principal risks exposed to the business due to its activities are considered to be strategic, financial, operational, conduct, financial crime, credit and counterparty, regulatory compliance and information security risks, as well as economic uncertainty surrounding the geo-political environment.
The Group operates a three lines of defence model and, since January 2023, a dedicated Internal Audit function reporting administratively to the CEO and functionally to the Chair of the Finance and Audit Committee. The Group maintains a risk management framework and risk register, which is reviewed and evaluated by key internal stakeholders and maintained by the Chief Risk Officer. The Group also undertakes specific external audits undertaken by third parties including Financial Crime, Safeguarding and General Data Protection Regulation (GDPR) audits, and oversight checks including technical penetration testing. Below are the key learnings from these risk assessments as well as data from internal risk evaluations. These risks will continue to change with the Group profile, internally and externally, as well as with changes in external market forces.
Key risks & mitigating controls
Strategic risk
The Group is executing an ambitious strategy. With this comes increased focus on the availability of suitable resources to support the Group's growth and international expansion plans. Senior management of business areas are responsible for their own resourcing budgets, thus the need to define the necessary resources within the action line itself and not top-down. Resource requests are reviewed by management in line with the growth strategy and approved in line with departmental priorities; any additional resources required will be reviewed and requested of the Board by the CEO. Actual performance is reviewed against budgets on a monthly basis and any change in assumptions and expectations is updated in forecasts.
Financial risk
There are two factors in Capital Adequacy Risk: that capital is and will be insufficient to meet the Group’s operational requirements, and within its regulated subsidiaries, that of the regulatory requirements in accordance with its FCA regulation. Liquidity risk is defined as the risk that Tide has insufficient financial resources to meet its commitments as they fall due. Interest and exchange rate risks are exposures to adverse movements of market interest and exchange rates.
Tide is adequately capitalised and has sufficient funding to meet its needs, with significant investor funding and both commitment and appetite for continued investment. The CEO and CFO review the Group’s financial position in both management accounts and quarterly re-forecasts on at least a monthly basis, in addition to the Board of Directors’ regular reviews. This allows for early identification when additional fundraising is likely to be required. Management regularly monitors working capital and funding requirements to ensure that it is able to meet its obligations as they fall due and there is a strategic liquidity plan that is reviewed and signed off by the Board in line with the business plan. The directors also monitor the results of capital and liquidity adequacy under stress scenarios and triggers for remedial actions.
The Board has a number of contingency plans available to execute should we encounter stress scenarios that could cause significant financial impact. Tide is not exposed to structural interest rate risks with all lending undertaken at fixed interest rates. No balance sheet interest rate risk arises from member deposits at Tide’s partner banks. Exchange rates movements on cost expenditures in non-GBP currencies are reviewed as part of the quarterly financial review cycle.
Conduct risk
Conduct risk is the risk that members suffer loss or detriment due to failures in the design, promotion or delivery of Tide’s products and services. Tide’s products are designed with members first and foremost in their design and delivery, in accordance with the Group's mission, to save our members both time and money. The approach to product design and delivery is holistic, with our experienced product, development, operations and member support functions contributing to the member experience, which in itself helps to avoid and mitigate conduct risk, both in the design phase and on-going post-delivery. The governance, procedures and controls for Conduct Risk takes into account the best practices and requirements set by the FCA Consumer Duty regulation and takes Consumer Duty requirements into consideration.
Financial crime
Financial crime risk is the risk that members will attempt to financially benefit from illegal activities, in particular acts such as money laundering, terrorist financing, tax evasion, sanction evasion, bribery and corruption and fraud.
The business uses industry-leading identification and verification providers to assess all applicants, who are also verified and cross referenced against third party databases and watchlists. Multi-layer in-app verification prevents unlawful access to members’ accounts, and utilises Mastercard’s anti-fraud rules to decline and alert for compromised cards. The business has developed transaction monitoring systems designed to alert transactions indicating potential behaviour linked to financial crime. Tide continues to enhance and refine these systems.
Tide has developed software and has dedicated personnel to monitor for, identify and react to suspected financial crime, including fraud. The Group actively engages in industry forums to stay informed of typologies and proactively identify financial crime. Any suspicion identified by Tide is reported to the local Financial Intelligence Unit (FIU) where required.
The new PSR requirement of mandatory reimbursement for Authorised Push Payment (APP) Fraud will be effective from 7 Oct 2024. Tide anticipates that APP fraud volumes will increase with the introduction of the mandatory reimbursement regulation, due to the increase of first party fraud and reduced vigilance. Tide expects to see an increase in APP fraud claims and payouts inline with industry expectations, and our forecasts have been updated accordingly. The UK business has undertaken significant fraud enhancements in preparation for the APP Fraud Mandatory Reimbursement scheme, with a focused APP Fraud strategy that has covered a variety of controls enhancements, including models, revised operational procedures, member warning enhancements, and member education. It has also included enhancing potential stress scenarios as part of financial risk planning.
Operational risk and failure of outsourced providers
The majority of UK members have their funds held in ClearBank FSCS-protected bank accounts. ClearBank is authorised by the PRA and regulated by the FCA and the PRA. Eligible deposits with ClearBank are protected up to a total of £85,000 by the FSCS, the UK’s deposit guarantee scheme. In India member funds are held by Transcorp (an RBI Licensed entity) in an escrow account maintained in the scheduled bank. Germany member funds are held with Adyen, a licensed credit institution by De Nederlandsche Bank. The accounts provided by Adyen are protected under the Dutch Deposit Guarantee Scheme (“DGS”) for balances up to EUR 100,000. Tide maintains a business continuity plan, disaster recovery plan, and incident management policy and attendant procedures to manage operational incidents should they arise. As part of managing Tide’s Operational Resilience; important business services have been identified and impact tolerances are in place to facilitate monitoring to ensure that we remain within our thresholds. Tide also maintains a comprehensive and robust wind-down plan.
There are various service providers that support the delivery of Tide’s services, which are governed by an Outsourcing Policy. Tide maintains ongoing visibility of all critical service providers to ensure that all service level agreements, performance and availability are monitored. Providers for outsourced activities are also subject to oversight.
Tide has been preparing for the upcoming Operational Resilience implementation and DORA (Digital Operational Resilience Act) changes coming into effect in 2025. Tide’s approach to operational resilience is to ensure that it maintains services which are able to withstand operational stresses and disruption. Tide has undertaken exercises to identify the important business services, map related resources supporting these services, define impact tolerance levels and perform continuous scenario testing thus ensuring it remains within set impact tolerance levels. Tide continues to review and update these on a regular basis to ensure risk and controls are managed appropriately.
Credit and counterparty risk
Credit risk is defined as the risk of a loss resulting from a member’s failure to repay a loan or meet contractual obligations, and the risk that any financial institutions in which Tide's holds its own cash run into financial difficulty and are unable to release Tide’s funds from such accounts (wholesale credit risk).
Tide adheres to internal credit policies and procedures and lending best practices to identify, assess and manage risks which would expose Tide’s group to financial losses.
Member credit risk for the credit products is measured and monitored against a risk appetite framework. Most of Tide’s credit activity is intermediated. Tide provides limited lending to its members and has supported its members through a limited Bounce Bank Loan portfolio during the COVID-19 pandemic. The first and second lines of defence collaborate on an ongoing basis to monitor and mitigate credit risk and assess risk appetite to enable Tide members to have access to appropriate credit.
Wholesale credit risk limits are approved for counterparties holding Tide’s own cash based on a risk assessment of the entities’ credit worthiness and stability. Credit exposures to counterparties are monitored on a regular basis.
Credit products policies and credit risk policies are reviewed against the credit product performance and counterparty limit utilisation and updated periodically based on Tide’s risk appetite.
Regulatory compliance risk
Tide faces a risk that any new regulation or changes to the existing regulatory framework might impact Tide’s operations and business. This also includes not being prepared for any regulatory changes and breaching compliance requirements. To ensure this is mitigated properly, Tide maintains an ongoing proactive Horizon Scanning process, to ensure Tide stays up-to-date with all relevant changes to the regulatory landscape and ensures compliance with implementation dates specified by Tide regulators.
Tide also faces a risk that operational teams do not properly follow the internal policies and procedures put in place to ensure regulatory compliance, resulting in an internal breach. To mitigate this, Tide adheres to the ‘Three Lines of Defence’ (3LOD) model. The 3LOD approach ensures a clear delineation of responsibilities between control over day-to-day operations, risk oversight and control and independent assurance of Tide’s activities.
Due to the nature of the business, Tide holds member data and employee data, and the Group must be compliant with strict data protection and privacy laws and regulations both globally and at a geographic level, such as General Data Protection Regulation (GDPR).
The 2LOD Risk & Compliance team conduct testing and monitoring of the 1LOD adherence to policies and procedures. This ensures the different risks across the business are being mitigated properly, and that the controls in place set by the 1LOD are effective and aligned with the approved policies and procedures.
Information security risk
Due to the nature of its operations, Tide is responsible for the processing of sensitive data (including personal data of customers and employees, financial and transactional data, and intellectual property such as Tide application source code). Information security risk at Tide is associated with the loss of confidentiality, integrity and/or availability of this data.
In order to manage this risk effectively, Tide has implemented a global Information Security Management System (ISMS) based on the ISO 27001:2022 framework. Tide’s ISMS is certified by an accredited certification body, and is independently audited on an annual basis.
Tide’s ISMS ensures that relevant technical, procedural and administrative controls are implemented across all information security domains. This includes:
Personnel security
Physical security
Identity & access management
Asset management
Secure software development
Operational security
Incident management
Supply chain security
Business continuity and disaster recovery
A global CISO and Information Security team in the 1LOD are responsible for the management of Tide’s global information security programme and associated controls. An Information Security Risk team in the 2LOD are responsible for management of the ISMS and for conducting oversight of the information security programme. An information security auditor in the 3LOD is responsible for auditing Tide’s ISMS against the ISO 27001 framework.
Economic uncertainty
Management monitors global conflicts to ensure that the Group complies with any regulatory or legal changes which may impact operations as they continue. Management is also monitoring macroeconomic factors such as interest rates and inflation which may impact Tide’s customer base in the UK. The Group has continued to expand its customer base despite the challenging climate.
Future developments
The directors expect the level of business activity to increase in the coming year. This is as a result of increased investment allowing for improved and widening marketing expenditure, providing strengthened exposure in the marketplace and further expansion of the service offering, as well as enhancements and improvements in the existing product base. As trust in fintech grows and more SMEs choose to move away from traditional high street banks, Tide continues to benefit from its transparent approach to business banking. This can already be seen into the new financial year, as member applications and onboarded members continue to increase month on month.
Tide will continue to expand its product offering as it scales in India and in May 2024 Tide Business Account and Tide Expense Card were launched in Germany. The Group is also scoping out other locations towards its goal of further internationalisation. Additionally, staff numbers have continued to grow, exceeding 1,800 globally post year end.
Section 172 of the Companies Act 2006 (“s.172”) imposes a general duty on Directors to act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its stakeholders. Our goal is to drive value for members (our customers), Tideans (our colleagues), and shareholders alike. The Board believes that balancing the interest of stakeholders with our corporate purpose and the desire to maintain high standards of ethical conduct is embedded in the way we do business.
Our mission is to help our members save time (and money) in the running of their businesses, so they can get back to doing what they love.
The Board delegates day-to-day management and decision-making to its senior management team, but it maintains oversight of the Group’s performance, and reserves to itself specific matters for approval. By receiving regular updates on business performance, activities and objectives, the Board and its constituent committees monitor that management is acting in accordance with agreed strategy. Processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the Group’s long-term success.
Achieving long-term value for our shareholders
The Board engages directly with the shareholders through routine reporting and uses this engagement to ensure that the Group’s strategy is aligned with that of shareholders. The key investors are represented as Investor Directors on the Board, other material investors attend the Board as Board Observers.
Our members
The Board takes a keen interest in member feedback and encourages the business to maintain multiple channels and internal and external methods of communication to engender a useful and constructive dialogue. Tide also works with a number of external partners to provide multi-channel content and in person support for members to receive mentoring, marketing and other types of insights.
With respect to SME advocacy, Tide has embedded working with external partners to provide input into submissions on best practice on combatting APP Fraud.
Senior Management attended Board meetings in 2023 to provide insight on member feedback and market expectations. The Board uses this feedback and surveys to ensure the Group continues to provide best in class services. Member feedback is analysed and resolved through the Member Root Cause Feedback (MRCF) mechanism.
Investing in people
Tideans are the driving force behind our mission and growth. We engage with our employees clearly communicating strategy and performance. We support the development of our people through appropriate learning and development initiatives. The Directors regularly seek feedback from employees directly and through management. Employee surveys are completed bi-annually with the results reported to the Board. This information is used by the Board to ensure we continue to have an engaged, motivated and appropriately trained workforce.
Tide signed the Women in Finance Charter in 2022. As a signatory of the Women in Finance Charter, we’ve committed to publishing annually the percentage of senior leadership positions held by women. At the end of 2023, 28.5% of senior positions, at the VP level or above, were held by women (2022: 18%). Our target is for 30% female representation in senior positions by the end of 2024.
Tide has committed to onboarding 200,000 women members in the UK and 500,000 in India by the end of 2027.
The number of global senior leadership positions at Tide is increasing, also in line with our ambitions to scale and diversify globally. We are committed to hiring women into senior leadership positions and have recently made hires accordingly. We work proactively across the business globally to address this gap in target, by undertaking many initiatives to ensure we reach this target, including:
Investing in people (continued)
Vetting our hiring process
Offering family friendly benefits
All inclusive social diversity celebrations
Supporting diversity outside of Tide
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with Tide continues and that appropriate training is arranged. It is Tide’s policy that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
The environment
The Group has a Net Zero reporting policy which has been reviewed and approved at the Board level. This is to set the governance and reporting framework for Tide's targets and initiatives aimed at reducing the adverse impact of Tide’s business on the environment, and to formalise Tide's commitment to the Net Zero Plan.
Furthermore, the Group has a Net Zero working group, led by an executive and Board member to discuss our goals on climate change and how we aim to meet them. The Board receives quarterly updates on the Group’s carbon emissions per month and how this tracks versus our targets.
Tide has undertaken the following measures aimed at reducing its impact on the environment:
Founding member of Bankers for Net Zero (B4NZ)
Engaged a third party supplier to measure our carbon footprint, which is reported to the Board
Engaged a third party supplier to provide an independent external verification of our GHG emissions
In 2023, we purchased 3,500 tonnes of durable, long-term biochar to sequester our 2022 carbon emissions; this makes us one of the first tech companies to do this, the first fintech to remove 100% of its emissions via this method and the first business banking platform to do this
We are listed as a top purchaser of carbon removals on the CDRfyi register, a leaderboard of companies who have chosen to reduce some/all of their carbon emissions via carbon removals
At the end of 2022 we reduced our operational and supply chain emission intensity by 10% by limiting carbon intensive business practices. By 2030, Tide will reduce 90% of our Scope 1-3 emissions (that is our direct, indirect and our supply chain emissions) at the rate of around 10% per year
Founding Partner of Perseus, a multisector national collaboration to automate pre-competitive, assurable energy data for UK SMEs.
Tide is firmly on the road to net zero. We continue to build on a foundation of becoming one of the only fintechs to become net zero by durable carbon removals.
Tide has declared three pledges to deliver our Net Zero Plan:
Pledge 1: Tide commits to removing 100% of our emissions with durable carbon removal from 2022 onwards
Pledge 2: Tide will reduce 90% of our 2021 emissions per employee by 2030. In doing so, we will reduce emissions by 97% on a revenue basis.
Pledge 3: Tide commits to making Net Zero simpler for our Members by developing support for them to get to Net Zero
Tide will continue to monitor, track and report its carbon emissions and to reduce its emissions per employee.
(Per the SBTi definition, Net Zero means to get to 90% reduction from your baseline year and remove the remaining 10% with permanent carbon removal.)
Our suppliers
The Group aims to build strong collaborative relationships with its key suppliers, sourcing the best services for the benefit of our members. The Board is committed to high standards of ethical business contact. We balanced the benefits of maintaining strong partnerships with key suppliers alongside the need to obtain value for money for our investors and excellent quality and service for our members.
Our suppliers (continued)
Information about key suppliers is provided to the Board by the Directors when relevant to Board deliberations. During the year, the Board has reviewed and approved certain supplier contracts.
Lenders
Regular reporting is in place that demonstrates Group performance is meeting agreed covenant reporting and providing all required information submissions.
Anti-modern slavery statement
Tide has published a statement that outlines the measures we have taken to identify and address potential risks of modern slavery in our business operations and supply chains during the financial year 2023. The Statement on Modern Slavery and Human Trafficking was published in accordance with the Modern Slavery Act 2015, and includes our subsidiary Tide Platform Ltd.
Streamlined Energy and Carbon Reporting (SECR)
Tide has worked with a third party provider to measure and track our monthly carbon footprint, which is reported to the Board. Our annual footprint for the year ended 31 December 2023 and its prior year comparative has been independently verified and Tide was provided with limited assurance of the GHG emissions statement, in accordance with ISO 14064 Part 3 (2019): Greenhouse Gases: Specification with guidance for the verification and validation of greenhouse gas statements.
Below is our SECR Report, which sets out some specific aspects of our carbon footprint:
| Year ended 31 Dec 23 | Year ended 31 Dec 22 |
Annual quantity of emissions resulting from activities involving the combustion of gas or the consumption of fuel for the purposes of transport (market-based) [tCO2e]
|
1 |
1 |
Annual quantity of emissions resulting from activities involving the combustion of gas or the consumption of fuel for the purposes of transport (location-based) [tCO2e]
|
9 |
8 |
Annual quantity resulting from the purchase of electricity for its own use, including for the purposes of transport (market-based) [tCO2e]
|
0 |
0 |
Annual quantity resulting from the purchase of electricity for its own use, including for the purposes of transport (location-based) [tCO2e]
|
47 |
40 |
Aggregate energy consumption used to calculate emissions [kWh]
|
287,116 |
253,660 |
Emissions (fuel & electricity) per full-time employee (market-based) [tCO2e]
|
0 |
0 |
Emissions (fuel & electricity) per full-time employee (location-based) [tCO2e]
|
0.16 |
0.23 |
Streamlined Energy and Carbon Reporting (SECR) (continued)
Reporting has been conducted in accordance with methodology set out in the Greenhouse Gas (“GHG”) Protocol Corporate Standard, and using the Department for Environment, Food and Rural Affairs’ (“DEFRA”) emissions factors to calculate emissions. Calculation of our SECR energy consumption and GHG emissions was completed by an independent third party provider. The annual GHG emissions has been independently verified with limited assurance.
For the calculation of emissions, BEIS 2021 UK Government Conversion Factors for Greenhouse Gas reporting conversion factors are used.
On behalf of the board
The directors present their annual report on the affairs of Tide Holdings Limited and its subsidiaries (the 'Group’) together with the audited financial statements for the year ended 31 December 2023.
The Group has branches, as defined in section 1046(3) of the Companies Act 2006, outside the UK as follows: Tide Platform Ltd - Bulgaria Branch BFT - opened November 2018, Tide Platform Ltd - Beogard - Serbia Branch - opened June 2023 and Tide Platform SA - Bulgaria Branch - opened December 2022.
The directors do not recommend payment of a dividend in the year (2022: £Nil).
The directors who served during the year and up to the date of this report, unless otherwise stated, were as follows:
During the year, the Group developed and made enhancement to numerous products in line with expansion and customer demand, including, but not limited to: development of machine-learning models to monitor and mitigate fraudulent member transactions; invoice payables feature enabling members to manage, track and pay their suppliers; expansion of Tide Accounting offering to a wider membership base by integrating with the onboarding funnel; launched Tide Card Reader enabling members to accept payments and track transactions; improvements to the onboarding flow for new members in India to scale conversion rate.
Post year end funding activities to support product and software development and international expansion include:
Issuance of further Series C Preferred Shares raising £10.0m in June 2024;
Additional debt funding of £10.0m from new loans for Funding Options Limited and Tide Platform S.A. and extension of £6m of existing loans borrowed by Tide Platform Limited in July 2024.
Management is also monitoring macroeconomic factors such as interest rates and inflation which may impact Tide’s customer base in the UK. The Group has continued to expand its customer base despite the challenging climate. Tide does not enter structural interest rate risks with all lending undertaken at fixed interest rates.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis of accounting in preparing the annual financial statements. More detail can be found in note 1 of the financial statements.
Share issue
The Company issued 4,297,064 (2022: 2,497,931) shares of US$0.00001 each during the year.
Auditor
Each of the persons who is a director at the date of approval of this report separately confirms that:
so far as the directors are aware, there is no relevant audit information of which the Company’s auditor is unaware; and
the directors have taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.
The directors are responsible for the maintenance and integrity of the Company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the FRC’s) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included Financial Conduct Authority electronic money regulatory requirements applicable to Tide Platform Limited as it is authorised as an e-money issuer.
We discussed among the audit engagement team including relevant internal specialists such as tax, IT, valuation, and fraud specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for fraud or non-compliance with laws and regulations in the following areas, and our procedures performed to address them are described below:
Recognition of Interchange Revenue: A significant risk identified in the audit was the risk of fraud in revenue recognition relating to interchange income. This risk relates to the opportunity for management to manipulate the revenue share given their control of the cashflows. Procedures performed in response to this risk included an assessment of the design and implementation of controls over revenue, a 100% recalculation of interchange income based on daily transaction data, tracing of revenue to the bank statements and agreement of total revenue to the card network facilitator portal.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance reviewing compliance reports and reviewing correspondence with the Financial Conduct Authority.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
We have nothing to report in respect of these matters.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 22 to 43 form part of these financial statements.
The notes on pages 22 to 43 form part of these financial statements.
The notes on pages 22 to 43 form part of these financial statements.
The Company has taken the exemption under s408 of the Companies Act and has not presented its own profit and loss account and related notes. The company’s loss for the year was £774,929 (2022: £4,209,058 loss).
The notes on pages 22 to 43 form part of these financial statements.
The notes on pages 22 to 43 form part of these financial statements.
The notes on pages 22 to 43 form part of these financial statements.
Tide Holdings Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4th Floor The Featherstone Building, 66 City Road, London, United Kingdom, EC1Y 2AL.
The Group consists of Tide Holdings Limited and all of its subsidiaries.
The principal activities of the Company and its subsidiaries (the "Group") and the nature of their operations are set out in the strategic report.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council. The principal accounting policies adopted are set out below.
The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.
Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
As permitted by s408 of the Companies Act 2006, no separate profit and loss account or statement of comprehensive income is presented in respect of the Parent company. The profit attributable to the Company is disclosed in the footnote to the Company's balance sheet.
In adopting the going concern basis of preparing the financial statements, the directors have considered the business activities and future plans to develop its product offering and scale its customer base, as well as the Groups’ principal risks and uncertainties set out in the Strategic Report. Based on cash flow forecasts, financial projections and investor confidence following the recent equity fundraising and debt refinancing, the financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The directors acknowledge the uncertainty and continue to monitor key risk metrics as well as the situation regarding the economic environment and geo-political uncertainty. Stress scenarios are focused on material impacts to liquidity and capital, including inability to raise additional capital and stress events that could have a significant cash flow impact. The directors have a number of contingency measures available should the Company encounter financial stress, impacting liquidity and capital particularly.
Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
Interchange and payment fees are fees earnt on member transactions and are recognised at the point of payment transaction.
Subscription revenue is charged to members for a range of additional services offered to members. Fees (net of discounts and incentives) are recognised evenly over the period in which the subscription service relates.
Commission income is earnt for introducing customers to lenders. Revenue is recognised when the contract with the partner has been fulfilled.
Deposit income is the share of interest earned on member funds placed by our partner financial institutions, as consideration for services supplied by Tide. Revenue is recognised over the period in which the service relates.
Credit interest income relates to interest income on loans to customers. Interest income is recognised in the profit and loss account using the effective interest method.
Amortisation charged in the year is reported within administrative expenses on the Profit and Loss Account.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively, if appropriate, or if there is an indication of a significant change since the last reporting date.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the profit and loss as described below.
Non-financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Financial assets
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities, like trade and other debtors and creditors, and loans from related parties.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Equity instruments
Equity instruments issued by the Group are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.
Investments
In the Company balance sheet, investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for merger relief, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference.
Deferred tax assets and liabilities are offset only if: a) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Research and development expenditure tax credits are recognised as income after submission to the HMRC and on the basis that is it probable that the claim will be settled by the HMRC.
The Group operates a defined contribution scheme. The amount charged to the profit and loss account in respect of pension costs and other retirement benefits is the contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
Certain employees of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for share options in equity instruments issued by Tide Holdings Limited (equity-settled transactions).
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the share options at the date of the grant. Non-market vesting conditions are only taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of equity instruments that eventually vest. The Company recognised equity-settled share-based payment transactions as an employee expense, with a corresponding increase in the share based payment reserve.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
The Group as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the profit and loss account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Grant income is recognised based on the accruals model or the performance model and is measured at the fair value of the asset receivable. The basis is determined individually for each grant. The Group has applied the performance model in respect of the Banking Competition Remedies ("BCR") grant. The grant is recognised in income when the grant is receivable based on the achievement of an operational performance objective to attain target SME business current account market share. The grant funds will be released evenly following each 1% incremental share gained. The grant funds will only be released to the extent that eligible financial expenditure has been incurred and match funded by the Group. Eligible expenditure is defined as expenditure on marketing, processing and servicing, programme governance and proposition development. Grant income is presented as other operating income.
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Interest income
Interest income is recognised in the profit and loss account using the effective interest method.
In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors do not consider that any critical judgements have been made in the application of the Company's accounting policies in these financial statements.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised.
No deferred tax asset has been recognised at 31 December 2023 to the extent that it is not considered probable that a deferred tax asset would be recovered against future profits. The Group has not recognised deferred tax assets of £45,263,492 in respect of losses amounting to £181,053,968 that can be carried forward against future taxable income.
Effective from 1 January 2023, the Company changed its accounting policy for development costs. Previously, development costs that met specific criteria under FRS 102 were capitalised as intangible assets and amortised over their useful lives. Going forward, all development costs will be expensed as incurred.
The Company has reassessed the capitalisation of development costs. Our focus, for both management and investor reporting, is on operating profit inclusive of development costs (previously capitalised) and cash performance, given the Company's high-growth phase. Additionally, to enhance comparability with peers, we have adopted a similar accounting policy as many fintech companies reporting under FRS 102.
The Company has retrospectively applied the change in accounting policy to expense all development costs associated with intangible assets. As a result of this, the Company has restated the financial statements for the year ended 31 December 2022 as follows:
The average monthly number of persons (including directors) employed by the Group and Company during the year was:
Their aggregate remuneration comprised:
Director’s remuneration at 31 December 2022 was overstated. The misstated amount included all directors within the Group, including those who are solely directors of the Group's subsidiaries, as such the amounts have been corrected. These corrections have no impact on the Group’s losses or net assets.
The aggregate of emoluments including benefits in kind, was paid to 7 (2022: 7) directors in the year. The number of directors who are members of a defined pension scheme is 6 (2022: 6).
£20,573 (2022: £10,298) of interest receivable and similar income relates to financial assets measured at amortised cost.
£3,440,534 (2022: £2,226,508) of interest payable and similar expenses relates to financial liabilities measured at amortised cost.
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The Group has taxable losses carried forward of approximately £181,053,968 (2022: £114,851,125).
Factors that may affect future tax charges:
The Finance Act 2021, which was substantively enacted on 24 May 2021, included an increase to the UK Corporation Tax rate (effective from 1 April 2023) to 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate.
Goodwill was recognised upon Tide Holdings Limited's acquisition of the ordinary share capital of Tide Platform Limited in March 2017 for £Nil consideration. The fair value of the identifiable assets and liabilities of Tide Platform Limited at that date amounted to a net liability of £1,642,782.
Goodwill was also recognised upon Tide Holdings Limited's acquisition of the ordinary share capital of Funding Options Limited in January 2023 for £1 consideration. The fair value of the identifiable assets and liabilities of Funding Options Limited at that date amounted to a net liability of £3,822,980 and the cost of the business combination amounted to £392,014.
Intangible fixed assets at 1 January 2023 are restated (note 3).
Details of the Company's subsidiaries at 31 December 2023 are as follows:
The Company acquired Ordinary shares of Funding Options Limited during the year for £1 consideration and the cost of the business combination amounted to £0.4m. The remaining addition in the year relates to acquisition of further shares issued by Tide Platform Limited and Tide Capital III Limited. No change of control or change in percentage holding occurred as a result of these investments. The consolidated financial statements include the results of Tide Platform Limited, Tide Capital Limited, Tide Capital II Limited, Tide Capital III Limited, Tide Platform Private Limited, Tide Platform Technology and Servicing Private Limited and Funding Options Limited.
The Company considers significant changes with an adverse effect on its investments in subsidiary undertakings have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the subsidiary operates.
During the year, continued deterioration in the credit risk profile of Tide Capital II Limited's proprietary loan portfolio due to adverse market conditions necessitated an impairment assessment. Based on a two-year operational forecast considering contractual obligations to debt providers, the investment's recoverable amount was determined to be £1.0m. Consequently, an impairment loss of £0.1m was recognized (2022: £4.1m).
Tide Capital Limited incurred significant one-off advisory costs related to the British Business Bank's audit of its BBLS loan book, triggering an impairment review. Despite a forecast of future profit neutrality, an impairment loss of £1.2m (2022: nil) was recognized due to the company's retained losses. The recoverable amount of the investment in Tide Capital Limited was assessed at £2.9m.
On 1 February 2023 the Group acquired 100% of the issued capital of Funding Options Limited for cash consideration of £1. The principal activity of Funding Options Limited is the provision of an online SME loan platform and SME loan broking.
Management have estimated that the useful economic life of the goodwill to be 10 years.
The identifiable assets and liabilities of the acquiree recognised at the acquisition date are as follows:
Included in trade debtors are loans and advances of £16,707,496 (2022: £28,110,470) of which £10,345,753 (2022: £15,797,133) fall due within one year.
£5.2m is in relation to a loan receivable from Funding Options Ltd with maturity date November 2024. The loan is subject to interest rate of 20% over 365 days, non compounding with interest payable annually in November. Partial or full repayment of the loan is allowed in the agreement and the loan was fully repaid in July 2024.
Encumbered cash relates to balances in ring-fenced accounts to safeguard customer e-money balances.
The loans are secured by way of a fixed and floating charge over the shares held in subsidiary undertakings.
The Company's bank loans comprise of revolving and fixed term facilities. The revolving term loan incurs an interest rate of 10.25% and is due to mature in April 2024. The outstanding balance as at 31 December 2023 was £6.0m (2022: £6.1m). The terms of the loan include an option for extension.
See note 21 for detailed disclosures relating to the fixed term banking facilities.
No loans are due after more than two years.
Growth facility loans are fixed term loans. Part 1 of the facility, with an interest rate of 10%, was initially set to mature in November 2023 but has been extended to November 2024. Part 2 of the facility incurs an interest rate of 10.625% and is due to mature in August 2026. The outstanding balance as at 31 December 2023 was £2.95m and £15.1m (2022: £5.1m and £14.7m) for the Part 1 and Part 2 facility respectively.
The loans are secured by way of a fixed and floating charge over the assets of the Group.
Equity-settled share option schemes
The Group has a share option scheme for employees of the Group. The Group recognises and measures its allocation of the share-based payment expenses on a pro-rata basis.
Options and growth shares are exercisable at a price equal to the estimated fair value of the Company’s shares on the date of grant. The vesting period is four years. Options are exercisable at the point of a liquidity event. Options are forfeited if the employee leaves the Group before the options vest.
The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.
Significant judgement is required to estimate the fair value of ordinary share options. Management used a company specific market transaction relating to the primary Series C fund raise during the year as an input to estimate the fair value of those ordinary share options issued during the year.
The directors exercised judgement when this method was not appropriate, instead taking into account business fundamentals reflecting exceptional circumstances between Series-A and Series-B equity funding rounds. If we used the fair value of the share options using the Black-Scholes model across all grant dates, then there would be an additional £2,219,945 (2022: £1,823,754) charge to the cumulative statement of comprehensive income.
The Company allotted 1,637,247 (2022: 905,148) Ordinary shares with a nominal value of $0.00001 US dollar each, an aggregate nominal value of £13 and consideration of £46,102 was received.
The Company allotted 753,897 (2022: 1,592,783) Ordinary B shares with a nominal value of $0.00001 US dollar each, an aggregate nominal value of £6 and consideration of £812,769 was received. 36,655 ordinary B shares with an aggregate nominal value of £Nil were redesignated as deferred shares during the year.
The Company allotted 1,905,920 (2022: 344,984) Ordinary shares with a nominal value of $0.00001 US dollar each, an aggregate nominal value of £16 and consideration of £21,826,035 was received.
The Company's other reserves are as follows:
Share capital represents the nominal (par) value of shares that have been issued.
Share premium contains the premium arising on the issue of equity shares, net of issue expenses. The profit and loss account reserve includes all current and prior period retained profits.
Foreign currency translation reserve relates to accumulated gain or loss resulting from the translation of foreign operations denominated in a foreign currency into the Company's reporting currency.
Other reserves relates to a share based payment reserve in relation to the share based payments charge to profit or loss for services received in relation to equity settled share based payments not yet settled where the equity instruments are issued by the Company.
At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Post year end funding activities to support product and software development and international expansion include:
Issuance of further Series C Preferred Shares raising £10.0m in June 2024;
Additional debt funding of £10.0m from new loans for Funding Options Limited and Tide Platform S.A. and extension of £6m of existing loans borrowed by Tide Platform Limited in July 2024.
Equity investment in its subsidiaries of £9.8m in Tide Platform Private Limited, £6.7m in Tide Platform Limited, £0.4m in Tide Platform SA.
The revolving loan (note 21), initially set to mature in April 2024, has been renewed and extended until April 2025. The interest rate has been increased from 10.25% to 12.25%.
Management is also monitoring macroeconomic factors such as rising interest rates and inflation which may impact Tide’s customer base in the UK. The Group has continued to expand its customer base despite the challenging climate. Tide does not enter structural interest rate risks with all lending undertaken at fixed interest rates.
Key management personnel include all directors (both executive and non-executive) of the Group. Key management personnel compensation is equal to the directors remuneration detailed in note 8.
The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned subsidiaries in the Group.
During the year, the Company issued loans to some employees, including directors, to facilitate the purchase of growth shares in the Company's parent company Tide Holdings Limited. The loans incur an interest rate in accordance with HMRC's official rate of interest on beneficial loans (which is subject to change by HMRC from time to time).
During the year a total amount of £331,839 (2022: £530,485) was loaned to the directors. £13,143 (2022: £8,210) of interest was charged and £Nil (2022: £51,513) was repaid in the year, with a balance outstanding of £832,163 (2022: £487,181) as at 31 December 2023.