Company registration number 10366510 (England and Wales)
TIDE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
TIDE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
M J S Beith
G Bevis (resigned 13 January 2025)
D H Brydon
T C Levene
S M Park
O R A Prill
J W R Rowe
S O'Connor (appointed 01 January 2024)
S S McCabe (appointed 13 January 2025)
Secretary
E Haskell
Company number
10366510
Registered office
4th Floor The Featherstone Building
66 City Road
London
United Kingdom
EC1Y 2AL
Auditor
Deloitte LLP
Fusion Point 2
2 Dumballs Road
Cardiff
United Kingdom
CF10 5BF
TIDE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 9
Directors' report
10 - 11
Directors' responsibilities statement
12
Independent auditor's report
13 - 15
Group statement of comprehensive income
16
Group balance sheet
17
Company balance sheet
18
Group statement of changes in equity
19
Company statement of changes in equity
20
Group statement of cash flows
21
Notes to the financial statements
22 - 41
TIDE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the Strategic Report for the year ended 31 December 2024.

 

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 Business Financial Platform for current accounts, other financial products and financial administration software tools to help small businesses run their activities more efficiently. The Group also provides proprietary credit products and provides an online small and medium-sized enterprises ("SME") loan platform and SME loan broking to the Group's UK SME members.

 

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 small and medium-sized enterprises ("SME").

 

Subsidiaries:

 

 

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 June 2025, Tide reached over 1.5 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 including contractors have increased from 1,623 to 2,132.

 

In October 2024, the Group acquired the technology, employees and existing customers of Onfolk Limited as part of Tide’s expansion strategy to accelerate its existing product offerings by introducing payroll and human resource features to our members. Further information can be found on the acquisition within note 11 of the notes to the group financial statements.

 

During the year, the Group issued further Series C preference shares for cash consideration of £23.4m, taking the total amount raised from the Series C round to £124.3m, and deferred B ordinary shares for cash consideration of £2.1m. The Group refinanced the revolving facility in April 2024, extending the maturity from April 2024 to April 2025 with the revision on interest from 10.25% to 12.25%. This was again extended from April 2025 to July 2026 which allows the Group to maintain its current liquidity levels, as well as maintain the operational and expansion strategies going forward.

TIDE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Financial review

 

Turnover has increased from £119.4m to £190.5m for the year ended 31 December 2024 due to significant growth in the member base and introduction of new products and features. Operating loss for the year was £23.5m (2023: £41.4m). Whilst revenue has grown we continued to increase expenditure on marketing and member acquisition activities, as well as continued investment in technological and product development and entry into new international markets.

 

Net assets of the Group were £27.3m (2023: £19.4m). During the year, the Company received £25.5m (2023: £22.7m) of equity investment.

The metrics included in this section are also considered to be the Group's key performance indicators.

Principal risks and uncertainties and financial risk management

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.

TIDE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Financial risk (continued)

 

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 rate 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 refers to the potential for Tide to be used - knowingly or unknowingly - as a vehicle for committing illegal activities that result in financial gain to a perpetrator and harm to individuals. Financial crime risk encompasses a range of threats including money laundering, terrorist financing, fraud, bribery and corruption, sanctions breaches, and tax evasion facilitation.

Tide employs industry-leading identity verification providers to screen all applicants, conducting rigorous checks against trusted third-party databases and global watchlists. A multi-layered, in-app verification process safeguards member accounts against unauthorised access, while Mastercard’s anti-fraud controls are leveraged to detect and decline transactions involving potential compromised cards. In addition, Tide has developed bespoke transaction monitoring systems that generate alerts for activity indicative of potential financial crime. These systems are continually enhanced and refined as part of the firm’s commitment to maintaining a robust financial crime control framework.

Tide has developed controls and has dedicated personnel to monitor, identify and investigate suspected Financial Crime, including Fraud. The Group actively engages in industry forums to stay informed of typologies and proactively identify potential 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 became effective from 07 October 2024 within the UK. Tide have seen no increase or change in fraud typologies since the launch of mandatory reimbursement. The UK business has undertaken significant fraud enhancements in preparation for and since the introduction of 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

 

Tide works with strategic partners across the UK, India and Europe in serving its members. 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 HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Operational risk and failure of outsourced providers (continued)

 

To preserve continuity of service even in the face of unexpected events, Tide maintains a business continuity plan, disaster recovery plan, and incident management policy and attendant procedures to manage operational incidents should they arise. Tide also maintains a comprehensive and robust wind-down plan.

There are various third parties that support the delivery of Tide’s services, which are governed by a Vendor Risk 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 prepared for timely compliance with FCA regulation on Operational Resilience implementation. 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 is preparing for compliance with requirements associated with the EU DORA (Digital Operational Resilience Act).

Tide continually reviews and updates its practices in Operational Risk management to improve its resilience, third party risk management, and approach to other key operational risks, via learning from unexpected events, keeping up to date with external developments, and via regulatory horizon scanning.

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. The first and second lines of defence collaborate on an ongoing basis to monitor and mitigate credit risk, assess risk appetite to enable Tide members to have access to appropriate credit and create the appropriate loan loss provision for the credit portfolios.

 

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 conducts 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.

TIDE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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:

 

 

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 equity investment and funding from refinancing allowing for further marketing expenditure, providing strengthened exposure in the marketplace and further expansion of the product and 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.

 

In April 2025 the Group refinanced its existing credit facilities with TriplePoint Capital LLC which allows the Group to look into further expansion strategies going forward. Tide will continue to expand its product offering as it scales in India and Europe. The Group will continue to monitor the market for other opportunities for expansion via acquisitions. Additionally, staff numbers have continued to grow, exceeding 2,110 globally post year end to date of signing.

TIDE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Section 172 statement

 

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 2024 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 2024, 36% of senior positions, at the VP level or above, were held by women (2023: 28.5%). We reached our target set in 2023 for 30% female representation in senior positions by the end of 2024. Tide is still 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:

TIDE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -

Investing in people (continued)

 

 

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

 

Through our Tide’s Net Zero Plan, we have made a public commitment to:

 

 

As part of the governance associated with the delivery of the Net Zero plan, the Board receives quarterly updates on the Group’s carbon emissions trajectory and how this tracks versus our targets, as well as attending regular targeted workshop throughout the year involving executives and Board members to discuss our goals on climate change and how we aim to meet them.

 

The Group has also an internal Net Zero reporting policy which has been reviewed and approved at the Board level.

 

Tide has undertaken the following measures aimed at reducing its impact on the environment:

 

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.

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.

TIDE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

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 2024. 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 carbon emissions footprint for the year ended 31 December 2024 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.

 

For the calculation of emissions, BEIS 2024 UK Government Conversion Factors for Greenhouse Gas reporting conversion factors are used.

 

Below is our SECR Report, which sets out some specific aspects of our carbon footprint:

 

 

Year ended

31 Dec 24

Year ended

31 Dec 23

 

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]

 

 

0.4

0.7

 

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]

 

23.4

8.5

 

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]

 

32

47

 

Aggregate energy consumption used to calculate emissions [kWh]

 

257,752

292,778

 

Emissions (fuel & electricity) per full-time employee (market-based) [tCO2e]

 

0

0

 

Emissions (fuel & electricity) per full-time employee (location-based) [tCO2e]

 

0.15

0.16

 

Please note - Tide’s scope 1 and 2 is reported as zero for both location and market based emissions as all our offices are leased assets with energy consumed being included as a service charge. Tide doesn’t own or operate any fleet vehicles.

TIDE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -

Streamlined Energy and Carbon Reporting (SECR) (continued)

 

All Tide’s emissions, including those listed in the table above, are calculated as part of scope 3 emissions and disclosed annually through Tide’s Net Zero Statement of Fact on tide.co.

 

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.

On behalf of the board

O R A Prill
Director
24 July 2025
TIDE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -

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 2024.

Branches

 

The Group has branches, as defined in section 1046(3) of the Companies Act 2006, outside the UK as follows: -

 

Results and dividends

 

The directors do not recommend payment of a dividend in the year (2023: £Nil).

Directors

 

The directors who served during the year and up to the date of this report, unless otherwise stated, were as follows:

M J S Beith
G Bevis (resigned 13 January 2025)
D H Brydon
T C Levene
S M Park
O R A Prill
J W R Rowe
S O'Connor (appointed 01 January 2024)
S S McCabe (appointed 13 January 2025)
Qualifying third party indemnity provisions

 

The Group has made qualifying third party indemnity provisions for the benefit of its directors and the directors of subsidiaries, which were made during the year and remain in force at the date of this report.

Research and development

 

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 decision engine framework and early agentic models to act on potentially fraudulent member transactions; rollout of new subscriptions plans in the UK; launching and scaling Tide Instant Saver which brought in significant customer deposits; further increasing functionality of Tide Accounting; and launching the Home tab which is the central console for Tide’s Business Management platform.

TIDE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Post reporting date events

 

Post year end funding activities to support product and software development and international expansion include:

 

 

Management is also monitoring macroeconomic factors such as interest rates and inflation which may impact Tide’s customer base in the UK. Tide does not enter structural interest rate risks with all lending undertaken at fixed interest rates.

 

Matters covered by the strategic report

 

See the Strategic Report for details of the principal activity, financial risk management, employee consultation and future developments.true

Going concern

 

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 2.9m (2023: 4.3m) ordinary and preference 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:

 

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.

 

On behalf of the board
O R A Prill
Director
24 July 2025
TIDE HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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.

TIDE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TIDE HOLDINGS LIMITED
- 13 -
Opinion

In our opinion the financial statements of Tide Holdings Limited (the ‘company’):

 

We have audited the financial statements which comprise:

 

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).

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.

TIDE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TIDE HOLDINGS LIMITED
- 14 -
Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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:

 

We discussed among the audit engagement team including relevant internal specialists such as IT and valuation regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

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:

TIDE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TIDE HOLDINGS LIMITED
- 15 -
Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 

 

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:

 

 

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.

David Rozier (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Cardif
United Kingdom
25 July 2025
TIDE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
2023
Notes
£000
£000
Turnover
3
190,498
119,351
Cost of sales
(37,518)
(25,325)
Gross profit
152,980
94,026
Administrative expenses
(177,071)
(149,927)
Other operating income
555
14,492
Operating loss
4
(23,536)
(41,409)
Interest receivable and similar income
8
1,462
1,282
Interest payable and similar expenses
9
(3,637)
(3,587)
Loss before taxation
(25,711)
(43,714)
Tax on loss
10
(1,727)
2
Loss for the financial year
(27,438)
(43,712)
Other comprehensive income
Currency translation loss arising in the year
(444)
(119)
Total comprehensive loss for the year
(27,882)
(43,831)

The loss and total comprehensive loss for the year is all attributable to the owners of the Parent company. There is no tax relating to other comprehensive income in relation to the currency translation loss.

 

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 22 to 41 form part of these financial statements.

TIDE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 17 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
11
4,740
4,363
Tangible assets
12
1,652
1,741
6,392
6,104
Current assets
Stocks
635
450
Debtors falling due after more than one year
16
1,180
7,403
Debtors falling due within one year
16
30,488
32,640
Cash at bank and in hand
17
58,102
35,354
90,405
75,847
Creditors: amounts falling due within one year
18
(47,127)
(35,920)
Net current assets
43,278
39,927
Total assets less current liabilities
49,670
46,031
Creditors: amounts falling due after more than one year
19
(22,370)
(26,659)
Net assets
27,300
19,372
Capital and reserves
Called up share capital
23
-
0
-
0
Share premium account
200,684
175,151
Other reserves
31,449
21,172
Currency translation reserve
(636)
(192)
Profit and loss reserves
(204,197)
(176,759)
Total equity
27,300
19,372

The notes on pages 22 to 41 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 24 July 2025 and are signed on its behalf by:
24 July 2025
O R A Prill
Director
Company registration number 10366510 (England and Wales)
TIDE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 18 -
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Investments
13
217,593
184,228
Current assets
Debtors
16
20
5,423
Cash at bank and in hand
17
11,949
2,226
11,969
7,649
Creditors: amounts falling due within one year
18
(2,157)
(788)
Net current assets
9,812
6,861
Net assets
227,405
191,089
Capital and reserves
Called up share capital
23
-
0
-
0
Share premium account
200,684
175,151
Other reserves
31,449
21,172
Profit and loss reserves
(4,728)
(5,234)
Total equity
227,405
191,089

The notes on pages 22 to 41 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 profit for the year was £0.5m (2023: £0.8m loss).

The financial statements were approved by the board of directors and authorised for issue on 24 July 2025 and are signed on its behalf by:
24 July 2025
O R A Prill
Director
Company registration number 10366510 (England and Wales)
TIDE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
Share capital
Share premium account
Other reserves
Currency translation reserve
Profit and loss   reserves
Total
Notes
£000
£000
£000
£000
£000
£000
Balance at 1 January 2023
-
0
152,466
13,098
(73)
(133,047)
32,444
Year ended 31 December 2023:
Loss for the year
-
-
-
-
(43,712)
(43,712)
Other comprehensive income:
Currency translation differences
-
-
-
(119)
-
0
(119)
Total comprehensive loss
-
-
-
(119)
(43,712)
(43,831)
Issue of share capital
23
-
0
22,685
-
-
-
22,685
Share based payments reserve
-
-
8,074
-
-
8,074
Balance at 31 December 2023
-
0
175,151
21,172
(192)
(176,759)
19,372
Year ended 31 December 2024:
Loss for the year
-
-
-
-
(27,438)
(27,438)
Other comprehensive income:
Currency translation differences
-
-
-
(444)
-
0
(444)
Total comprehensive loss
-
-
-
(444)
(27,438)
(27,882)
Issue of share capital
23
-
0
25,533
-
-
-
25,533
Share based payments reserve
-
-
10,277
-
-
10,277
Balance at 31 December 2024
-
0
200,684
31,449
(636)
(204,197)
27,300

The notes on pages 22 to 41 form part of these financial statements.

TIDE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 1 January 2023
-
0
152,466
13,098
(4,459)
161,105
Year ended 31 December 2023:
Loss and total comprehensive loss for the year
-
-
-
(775)
(775)
Issue of share capital
23
-
0
22,685
-
-
22,685
Share based payments reserve
-
-
8,074
-
8,074
Balance at 31 December 2023
-
0
175,151
21,172
(5,234)
191,089
Year ended 31 December 2024:
Profit and total comprehensive profit for the year
-
-
-
506
506
Issue of share capital
23
-
0
25,533
-
-
25,533
Share based payments reserve
-
-
10,277
-
10,277
Balance at 31 December 2024
-
0
200,684
31,449
(4,728)
227,405

The notes on pages 22 to 41 form part of these financial statements.

TIDE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
2024
2023
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash generated from/(absorbed by) operations
22
853
(23,658)
Income taxes refunded
1,881
2
Net cash inflow/(outflow) from operating activities
2,734
(23,656)
Investing activities
Goodwill from purchase of Onfolk Limited net assets
(187)
-
Purchase of tangible fixed assets
(2,515)
(1,593)
Payment for acquisition of subsidiary
-
(393)
Interest received
1,462
1,282
Net cash used in investing activities
(1,240)
(704)
Financing activities
Proceeds from issue of shares
25,533
17,959
Repayment of borrowings
(198)
(10,124)
Interest paid
(3,637)
(3,587)
Net cash generated from financing activities
21,698
4,248
Net increase/(decrease) in cash and cash equivalents
23,192
(20,112)
Cash and cash equivalents at beginning of year
35,354
55,585
Effect of foreign exchange rates
(444)
(119)
Cash and cash equivalents at end of year
58,102
35,354

The notes on pages 22 to 41 form part of these financial statements.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

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.

In accordance with Section 7 and 9 of FRS 102, the Group has elected to take the disclosure exemptions available to it and has not presented the parent company statement of comprehensive income and company statement of cash flows.

 

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 £000.

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.

1.2
Basis of consolidation

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.

1.3
Going concern

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, debt refinancing and the results of the current financial year, 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.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.4
Turnover

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.

1.5
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings and business, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life, which is ten years. Provision is made for any impairment.

Amortisation charged in the year is reported within administrative expenses on the Profit and Loss Account.

1.6
Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life.

 

Depreciation is provided on the following basis:

Leasehold land and buildings
depreciated over the life of the lease
Office equipment
33% straight line
Computer equipment
33% straight line

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.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.7
Impairment of fixed assets

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.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost is based on the cost of purchase and calculated using the FIFO (first-in, first-out) method. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

1.9
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 3 months. Ring-fenced accounts used to safeguard customer e-money balances are considered to be encumbered cash.

1.10
Financial instruments

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.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
Financial assets and 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.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 26 -
Deferred tax

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.

1.12
Employee benefits

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.

1.13
Share-based payments

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.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 27 -
1.14
Leases

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.

1.15
Government grants

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.

1.16
Foreign exchange

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.

1.17

Interest income    

Interest income is recognised in the profit and loss account using the effective interest method.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

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.

Key sources of estimation uncertainty

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.

 

Share-Based Payments

 

The Group's share-based payment transactions are measured using the fair value method at the grant date. This involves a degree of estimation uncertainty, primarily due to the reliance on inputs that cannot be reliably measured based on observable market data. The Black-Scholes model is used to value share options, incorporating the following key assumptions:

 

- Exercise price of the option

- Fair market value of the share

- Expected term of the option

- Estimated annual forfeiture rate

- Expected volatility of the share

- Expected dividend yield

- Risk-free interest rate

 

Of the above valuation inputs, the fair market value of the shares is the most material and bears the greatest estimation uncertainty. A sensitivity analysis has been performed, considering independent scenarios of fluctuation in these key assumptions. A 10% increase in the fair market value of the underlying share would increase total expenses related to share-based payment transactions by £2.2m for the year ended 31 December 2024. Conversely, a 10% decrease would decrease expenses by £2.2m.

 

The sensitivity rates are deemed to represent a reasonably possible change based on historical volatility. The fair market value of a share used as an input in the Black-Scholes model is determined by performing a valuation of the Group. This valuation exercise requires numerous assumptions, particularly relating to the option pricing model and its key inputs such as stock price, volatility, risk-free rate, expected term and other relevant factors.

 

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 2024 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 £45.1m (2023: £45.3m) in respect of losses amounting to £180.5m (2023: £181.1m) that can be carried forward against future taxable income.

 

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
3
Turnover
2024
2023
£000
£000
Turnover analysed by class of business
Interchange and payment fees
67,805
52,661
Subscription revenue
14,932
10,071
Commission income
12,512
6,516
Deposits income
93,619
48,338
Other income
271
62
Credit interest income
1,359
1,703
190,498
119,351
4
Operating loss
2024
2023
£000
£000
Operating loss for the year is stated after charging/(crediting):
Exchange losses
419
649
Government grants
-
(13,597)
Depreciation of owned tangible fixed assets
2,526
781
Loss on disposal of tangible fixed assets
78
-
Amortisation of intangible assets
610
551
Share-based payments
10,277
8,074
Operating lease charges
1,839
1,332

The Banking Competition Remedies ("BCR") Pool A and Pool E grant programs were completed at the end of 2023, with key grant release milestones achieved and all associated funds received.

5
Auditor's remuneration
2024
2023
Fees payable to the Company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the Group and Company
157
113
Audit of the financial statements of the Company's subsidiaries
320
349
477
462
For other services
All other non-audit services
40
43
TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
6
Employees

The average monthly number of persons (including directors and excluding short-term contractors) employed by the Group and Company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Product and engineering
469
471
-
-
Service
1,523
924
8
7
Total
1,992
1,395
8
7

Their aggregate remuneration comprised:

2024
2023
£000
£000
Wages and salaries
70,476
55,079
Social security costs
5,543
4,367
Pension costs
1,998
1,687
Employee share based payments expense
10,277
8,074
88,294
69,207
7
Directors' remuneration
2024
2023
£000
£000
Remuneration for qualifying services
583
586
Company pension contributions to defined contribution schemes
44
42
627
628

The aggregate of emoluments including benefits in kind, was paid to 3 (2023: 2) directors in the year. The number of directors who are members of a defined pension scheme is 1 (2023: 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£000
£000
Remuneration for qualifying services
480
420
Company pension contributions to defined contribution schemes
44
42
TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
8
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Other interest income
1,462
1,282
9
Interest payable and similar expenses
2024
2023
£000
£000
Interest payable:
Interest on bank overdrafts and loans
3,249
3,440
Other interest
388
147
Total finance costs
3,637
3,587

£3.2m (2023: £3.4m) of interest payable and similar expenses relates to financial liabilities measured at amortised cost.

10
Taxation
2024
2023
£000
£000
Current tax
Adjustments in respect of prior periods
-
0
(800)
R&D Step 2 Restriction
900
-
0
Foreign current tax on profits for the current period
827
798
Total current tax
1,727
(2)

The actual charge/(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:

2024
2023
£000
£000
Loss before taxation
(25,711)
(43,714)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(6,428)
(10,282)
Tax effect of expenses that are not deductible in determining taxable profit
2,415
2,064
Tax effect of income not taxable in determining taxable profit
(1,014)
(25)
Adjustments in respect of prior years
325
(800)
Share based payment charge
(778)
(3,775)
Effect of overseas tax rates
476
350
Deferred tax not provided
5,831
12,466
R&D Step 2 Restriction
900
-
0
Taxation charge/(credit)
1,727
(2)

The Group has taxable losses carried forward of approximately £180.5m (2023: £181.1m).

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 32 -

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.

11
Intangible assets
Group
Goodwill
£000
Cost
At 1 January 2024
5,858
Additions
987
At 31 December 2024
6,845
Amortisation and impairment
At 1 January 2024
1,495
Amortisation charged for the year
610
At 31 December 2024
2,105
Carrying amount
At 31 December 2024
4,740
At 31 December 2023
4,363
The Company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

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 £1.6m.

 

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 £3.8m and the cost of the business combination amounted to £0.4m.

 

Goodwill was also recognised upon Tide Holdings Limited's acquisition of the assets and liabilities of Onfolk Limited in October 2024 for £1m consideration. The fair value of the identifiable assets and liabilities of Onfolk Limited at that date amounted to a net liability of £Nil and the cost of the business combination amounted to £0.1m.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
12
Tangible fixed assets
Group
Leasehold land and buildings
Office equipment
Computer equipment
Total
£000
£000
£000
£000
Cost
At 1 January 2024
610
112
2,307
3,029
Additions
1,324
22
1,169
2,515
Disposals
-
0
-
0
(407)
(407)
At 31 December 2024
1,934
134
3,069
5,137
Depreciation and impairment
At 1 January 2024
-
0
102
1,186
1,288
Depreciation charged in the year
1,836
15
675
2,526
Eliminated in respect of disposals
-
0
-
0
(329)
(329)
At 31 December 2024
1,836
117
1,532
3,485
Carrying amount
At 31 December 2024
98
17
1,537
1,652
At 31 December 2023
610
10
1,121
1,741
The Company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
13
Investments
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Investments in subsidiaries
14
-
0
-
0
217,593
184,228

The Group established Tide Platform GmBH in the financial year with a total of €0.03m invested on its incorporation. Tide Platform S.A, a wholly owned subsidiary of the Company, holds 100% of the shares in the subsidiary established.

 

Other additions in the year relate to share based payments (see note 21).

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Investments
(Continued)
- 34 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 1 January 2024
189,545
Additions
33,365
At 31 December 2024
222,910
Impairment
At 1 January 2024 and 31 December 2024
(5,317)
Carrying amount
At 31 December 2024
217,593
At 31 December 2023
184,228
14
Subsidiaries

Details of the Company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Tide Platform Limited
4th Floor The Featherstone Building, 66 City Road, London, EC1Y 2AL, United Kingdom.
Digital business financial platform for small businesses
Ordinary
100.00
Tide Capital Limited
4th Floor The Featherstone Building, 66 City Road, London, EC1Y 2AL, United Kingdom.
Provision of proprietary lending through the Tide platform
Ordinary
100.00
Tide Capital II Limited
4th Floor The Featherstone Building, 66 City Road, London, EC1Y 2AL, United Kingdom.
Provision of proprietary lending through the Tide platform
Ordinary
100.00
Tide Capital III Limited
4th Floor The Featherstone Building, 66 City Road, London, EC1Y 2AL, United Kingdom.
Provision of proprietary lending through the Tide platform
Ordinary
100.00
Tide Platform Private Limited
2nd Floor, Skyview 10,  The Skyview, Sy no 83/1 Raidurgam, Hyderabad, 500081,  Telangana, India
Digital business financial platform for small businesses
Ordinary
99.99
Tide Platform Technology and Servicing Private Limited
Office 13 AB, Level 13, Sanali spazio Plot No.19 Software Uni Layout, Madhapur Hyderabad -  500081
Software development and IT services as a support centre to the Group
Ordinary
99.00
Tide Platform S.A.
5 Avenue Gaston Diderich, L-1420  Luxembourg
Digital business financial platform for small businesses
Ordinary
100.00
Funding Options Limited
4th Floor The Featherstone Building, 66 City Road, London, EC1Y 2AL, United Kingdom.
Digital business financial platform for small businesses
Ordinary
100.00
Tide Platform GmBH
FriedrichstraBe 155, 10117 Berlin
Digital business financial platform for small businesses
Ordinary
100.00
TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Subsidiaries
(Continued)
- 35 -

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, Tide Platform S.A., Funding Options Limited and Tide Platform GmBH.

 

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.

15
Financial instruments
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Financial assets
Financial assets measured at undiscounted amount receivable
Cash
58,102
35,354
11,949
2,226
Trade debtors
2,315
1,733
20
5,421
Other assets
12,269
14,399
-
2
Financial assets measured at amortised cost
Loan receivables
11,224
18,201
-
-
83,910
69,687
11,969
7,649
Financial liabilities
Financial liabilities measured at undiscounted amounts payable
Trade creditors
(5,916)
(8,424)
(5)
-
Other payables
(17,037)
(13,412)
-
-
Financial liabilities measured at amortised cost
Bank loans and other loans
(34,860)
(35,058)
-
-
(57,813)
(56,894)
(5)
-
TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
10,845
12,490
-
0
-
Corporation tax recoverable
1,024
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
20
5,421
Other debtors
7,341
14,399
-
0
2
Prepayments and accrued income
11,278
5,751
-
0
-
0
30,488
32,640
20
5,423
Amounts falling due after more than one year:
Trade debtors
-
0
6,362
-
0
-
0
Other debtors
1,180
1,041
-
0
-
0
1,180
7,403
-
-
Total debtors
31,668
40,043
20
5,423

Included in trade debtors are loans and advances of £12.9m (2023: £16.7m) of which £12.9m (2023: £10.3m) fall due within one year.

17
Cash at bank and in hand
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Cash at bank and in hand
50,119
34,319
11,949
2,226
Encumbered cash
7,983
1,035
-
-
58,102
35,354
11,949
2,226

Encumbered cash relates to funds in transit relating to member activities, amounts in ring-fenced accounts to safeguard customer e-money balances and cash collateral placed to cover settlement risk.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Bank loans
13,305
11,555
-
0
-
0
Trade creditors
5,916
8,424
5
-
0
Amounts owed to group undertakings
-
0
-
0
2,152
505
Corporation tax payable
-
0
81
-
0
-
0
Other taxation and social security
2,065
3,624
-
-
Other creditors
13,074
6,550
-
0
-
0
Accruals and deferred income
12,767
5,686
-
0
283
47,127
35,920
2,157
788

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 12.25% and is due to mature in July 2026. The outstanding balance as at 31 December 2024 was £6.0m (2023: £6.0m). The terms of the loan include an option for extension.

 

See note 19 for detailed disclosures relating to the fixed term banking facilities.

19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Bank loans and overdrafts
16,296
12,655
-
0
-
0
Other borrowings
5,259
10,848
-
0
-
0
Other creditors
815
3,156
-
0
-
0
22,370
26,659
-
-

No loans are due after more than five years.

 

Tide Holdings Limited has a cross guarantees in place for the loan facilities held by the Group's subsidiaries, Tide Platform Limited, Tide Platform S.A. and Funding Options Limited. As at year end, it is remote that the cross guarantee will be triggered.

 

Growth facility loans are fixed term loans. Part 1 of the facility was repaid in full in November 2024 so no outstanding balance for 2024 (2023: £3.0m). 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 2024 was £12.7m (2023: £15.1m) for Part 2. During the period, Part 3 and Part 4 were entered into by the Group which incurs an interest rate of 11% each and is due to mature in July 2027 and September 2027 respectively. The outstanding balance as at 31 December 2024 was £5.0m and £5.0m for Part 3 and 4 facility respectively.

 

The loans are secured by way of a fixed and floating charge over the assets of the Group.

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to statement of comprehensive income in respect of defined contribution schemes
1,998
1,687
21
Share-based payment transactions

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.

Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£000
£000
Outstanding at 1 January 2024
9,792,642
10,461,371
1.50
1.15
Granted
4,260,391
1,425,617
8.20
2.59
Forfeited
(391,194)
(457,099)
4.08
2.09
Exercised
(316,255)
(1,637,247)
0.06
0.03
Outstanding at 31 December 2024
13,345,584
9,792,642
3.64
1.50

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.

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Expenses recognised in the year
Arising from equity settled share based payment transactions
10,277
8,074
-
-
TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 39 -
22
Cash absorbed by group operations
2024
2023
£000
£000
Profit/(loss) after taxation
(27,438)
(43,712)
Adjustments for:
Taxation charged/(credited)
1,727
(2)
Finance costs
3,637
3,587
Investment income
(1,462)
(1,282)
Loss on disposal of tangible fixed assets
78
-
Amortisation and impairment of intangible assets
610
551
Depreciation and impairment of tangible fixed assets
2,526
781
Equity settled share based payment expense
10,277
8,074
Movements in working capital:
Increase in stocks
(185)
(162)
Decrease in debtors
4,686
12,538
Increase/(decrease) in creditors
6,397
(4,031)
Cash absorbed by operations
853
(23,658)
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of $0.0001 each
12,990,859
12,674,604
105
103
Ordinary B shares of $0.0001 each
3,153,646
2,234,533
24
17
Deferred Shares of $0.0001 each
1,355,829
1,159,847
11
9
17,500,334
16,068,984
140
129
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
A Preference shares of $0.0001 each
6,168,090
6,168,090
49
49
B Preference shares of $0.0001 each
13,155,051
13,155,051
106
106
C Preference shares of $0.0001 each
18,118,255
16,634,080
136
124
37,441,396
35,957,221
291
279
54,941,730
52,026,205
431
408
TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
23
Share capital
(Continued)
- 40 -

The Company allotted 0.3m (2023: 1.6m) Ordinary shares with a nominal value of $0.00001 US dollar each, an aggregate nominal value of £2 and consideration of £0.02 was received.

 

The Company allotted 1.1m (2023: 0.8m) Ordinary B shares with a nominal value of $0.00001 US dollar each, an aggregate nominal value of £9 and consideration of £2.1m was received. 0.2m ordinary B shares with an aggregate nominal value of £2 were redesignated as deferred shares during the year.

 

The Company allotted 1.5m (2023: 1.9m) C Preference shares with a nominal value of $0.00001 US dollar each, an aggregate nominal value of £12 and consideration of £24.4m 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.

24
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Within one year
1,043
1,234
-
-
Between two and five years
2,660
4,611
-
-
3,703
5,845
-
-
25
Events after the reporting date

Post year end funding activities to support product and software development and international expansion include:

 

TIDE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 41 -
26
Related party transactions

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 7.

 

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, Tide Platform Limited issued loans to some employees, including directors, to facilitate the purchase of growth shares issued by 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 £1.4m (2023: £0.3m) was loaned to the directors. £0.02m (2023: £0.01m) of interest was charged and £0.1m (2023: £nil) was repaid in the year, with a balance outstanding of £2.1m (2023: £0.8m) as at 31 December 2024.

27
Controlling party

The directors do not consider there to be a single ultimate controlling party. The shareholding in Tide Holdings Limited is disbursed with no individual shareholder exceeding 20% share ownership.

2024-12-312024-01-01falsefalseCCH SoftwareCCH Accounts Production 2025.100No description of principal activityMr M J S BeithMr G BevisD H BrydonT C LeveneMr S M ParkO R A PrillJ W R RoweMs S  O'ConnorE 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