REGISTERED NUMBER: 12335851 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2024

for

Thanks Ben Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

S S V Fallert-Kramer

D Duckworth

A Vidiborschii

Mercia Fund Management (Nominees) Limited

SECRETARY:

OHS Secretaries Limited

REGISTERED OFFICE:

9th Floor

107 Cheapside

London

EC2V 6DN

REGISTERED NUMBER:

12335851 (England and Wales)

AUDITORS:

Gravita Essex Limited

Chartered Certified Accountants and

Statutory Auditors

Treviot House

186-192 High Road

Ilford

Essex

IG1 1LR

The directors present their strategic report for Thanks Ben Ltd ('the company') and its subsidiaries (together 'the group') for the year ended 31 December 2024.

REVIEW OF BUSINESS

The group operates in the software-as-a-service (SaaS) sector, providing technology solutions to support the administration and management of employee benefits. During the year, the group continued to deliver its core services, expanding its client base and making meaningful operational improvements.

Revenue performance and customer activity were in line with management expectations. The group made good progress in scaling its platform to serve increasing demand.

The group monitors several financial and operational indicators. Key among these are:

2024

2023

% change

Revenue Growth

£3,725,901

£2,337,512

59%

Gross margin performance

£2,671,273

£1,560,168

71%

All primary indicators showed positive movement during the reporting period.

PRINCIPAL RISKS AND UNCERTAINTIES

The business operates in a competitive and evolving market. Key risks include:

- Changes in employment or benefits regulation;

- Technological disruption;

- Customer retention;

- General economic environment.

Management monitors these risks on an ongoing basis and adjusts strategy accordingly.

FUTURE DEVELOPMENTS

The group will continue to invest in its platform and customer experience, with a focus on controlled growth and long-term sustainability. The directors remain confident in the business’s strategic direction.

RESEARCH AND DEVELOPMENT

The group makes significant investments in research and development in order to improve existing products, and

innovate and invent in related areas.

FINANCIAL INSTRUMENTS

The group has a normal level of exposure to price, credit, liquidity, and cash flow risks arising from trading activities which are only conducted in multiple currencies. The group does not enter into any hedging transactions.

ON BEHALF OF THE BOARD:

S S V Fallert-Kramer - Director

23 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The group operates in the software-as-a-service (SaaS) sector, providing technology solutions to support the administration and management of employee benefits.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S S V Fallert-Kramer

D Duckworth

A Vidiborschii

Other changes in directors holding office are as follows:

Mercia Fund Management (Nominees) Limited was appointed as a director after 31 December 2024 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

The Directors have chosen in accordance with S414c of the Companies Act to set out in the strategic report information required by Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch 7 to be contained in the Directors' report. This has been done in relation to future developments and research and development.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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). 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Gravita Essex Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S S V Fallert-Kramer - Director

23 December 2025

Opinion

We have audited the financial statements of Thanks Ben Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including 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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the technology service sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- and enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Jennifer Cessini (Senior Statutory Auditor)

for and on behalf of Gravita Essex Limited

Chartered Certified Accountants and

Statutory Auditors

Treviot House

186-192 High Road

Ilford

Essex

IG1 1LR

23 December 2025

TURNOVER

3

3,725,901

2,337,512

Cost of sales

1,054,628

777,344

GROSS PROFIT

2,671,273

1,560,168

Administrative expenses

12,311,305

7,314,788

OPERATING LOSS

5

(9,640,032

)

(5,754,620

)

Interest receivable and similar income

233,103

325,133

(9,406,929

)

(5,429,487

)

Interest payable and similar expenses

6

444,804

-

LOSS BEFORE TAXATION

(9,851,733

)

(5,429,487

)

Tax on loss

7

(1,034,505

)

(225,903

)

LOSS FOR THE FINANCIAL YEAR

(8,817,228

)

(5,203,584

)

OTHER COMPREHENSIVE INCOME

Foreign Exchange Movement

(104,651

)

(4,254

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(104,651

)

(4,254

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(8,921,879

)

(5,207,838

)

Loss attributable to:

Owners of the parent

(8,817,228

)

(5,203,584

)

Total comprehensive income attributable to:

Owners of the parent

(8,921,879

)

(5,207,838

)

FIXED ASSETS

Tangible assets

9

144,502

94,885

Investments

10

-

-

144,502

94,885

CURRENT ASSETS

Stocks

11

9,543

9,543

Debtors

12

2,650,916

1,477,618

Cash at bank

3,826,653

6,105,179

6,487,112

7,592,340

CREDITORS

Amounts falling due within one year

13

2,511,876

662,080

NET CURRENT ASSETS

3,975,236

6,930,260

TOTAL ASSETS LESS CURRENT LIABILITIES

4,119,738

7,025,145

CREDITORS

Amounts falling due after more than one year

14

5,520,708

-

NET (LIABILITIES)/ASSETS

(1,400,970

)

7,025,145

CAPITAL AND RESERVES

Called up share capital

17

1

1

Share premium

16,778,761

16,740,110

Share option reserve

60,774

27,280

Equity reserve

397,173

-

Other reserves

20,004

9,996

Retained earnings

(18,657,683

)

(9,752,242

)

(1,400,970

)

7,025,145

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

S S V Fallert-Kramer - Director

FIXED ASSETS

Tangible assets

9

144,502

94,885

Investments

10

45,361

21,528

189,863

116,413

CURRENT ASSETS

Stocks

11

9,543

9,543

Debtors

12

2,724,749

1,510,975

Cash at bank

3,824,531

6,082,916

6,558,823

7,603,434

CREDITORS

Amounts falling due within one year

13

2,520,622

679,118

NET CURRENT ASSETS

4,038,201

6,924,316

TOTAL ASSETS LESS CURRENT LIABILITIES

4,228,064

7,040,729

CREDITORS

Amounts falling due after more than one year

14

5,520,708

-

NET (LIABILITIES)/ASSETS

(1,292,644

)

7,040,729

CAPITAL AND RESERVES

Called up share capital

17

1

1

Share premium

16,778,761

16,740,110

Share option reserve

60,774

27,280

Equity reserve

397,173

-

Other reserves

20,004

9,996

Retained earnings

(18,549,357

)

(9,736,658

)

(1,292,644

)

7,040,729

Company's loss for the financial year

(8,719,021

)

(5,217,994

)

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

S S V Fallert-Kramer - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

1

(4,530,606

)

16,620,708

Changes in equity

Cash share issue

-

-

119,402

Total comprehensive income

-

(5,207,838

)

-

Exercised options

-

(13,798

)

-

Balance at 31 December 2023

1

(9,752,242

)

16,740,110

Changes in equity

Cash share issue

-

-

38,651

Total comprehensive income

-

(8,921,879

)

-

Exercised options

-

16,438

-

Balance at 31 December 2024

1

(18,657,683

)

16,778,761

Share

option

Equity

Other

Total

reserve

reserve

reserves

equity

£

£

£

£

Balance at 1 January 2023

53,851

-

109,990

12,253,944

Changes in equity

Exercised options

-

-

(109,990

)

(109,990

)

Cash share issue

-

-

-

119,402

Shares to be issued

-

-

9,996

9,996

Total comprehensive income

-

-

-

(5,207,838

)

Share option charge

(26,571

)

-

-

(26,571

)

Exercised options

-

-

-

(13,798

)

Balance at 31 December 2023

27,280

-

9,996

7,025,145

Changes in equity

Convertible loan notes

-

397,173

-

397,173

Cash share issue

-

-

-

38,651

Shares to be issued

-

-

10,008

10,008

Total comprehensive income

-

-

-

(8,921,879

)

Share option charge

49,932

-

-

49,932

Exercised options

(16,438

)

-

-

-

Balance at 31 December 2024

60,774

397,173

20,004

(1,400,970

)

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

1

(4,504,866

)

16,620,708

Changes in equity

Total comprehensive income

-

(5,217,994

)

-

Cash share issue

-

-

119,402

Exercised options

-

(13,798

)

-

Balance at 31 December 2023

1

(9,736,658

)

16,740,110

Changes in equity

Total comprehensive income

-

(8,829,137

)

-

Cash share issue

-

-

38,651

Exercised options

-

16,438

-

Balance at 31 December 2024

1

(18,549,357

)

16,778,761

Share

option

Equity

Other

Total

reserve

reserve

reserves

equity

£

£

£

£

Balance at 1 January 2023

53,851

-

109,990

12,279,684

Changes in equity

Total comprehensive income

-

-

-

(5,217,994

)

Exercised options

-

-

(109,990

)

(109,990

)

Cash share issue

-

-

-

119,402

Shares to be issued

-

-

9,996

9,996

Share option charge

(26,571

)

-

-

(26,571

)

Exercised options

-

-

-

(13,798

)

Balance at 31 December 2023

27,280

-

9,996

7,040,729

Changes in equity

Total comprehensive income

-

-

-

(8,829,137

)

Convertible loan notes

-

397,173

-

397,173

Cash share issue

-

-

-

38,651

Shares to be issued

-

-

10,008

10,008

Share option charge

49,932

-

-

49,932

Exercised options

(16,438

)

-

-

-

Balance at 31 December 2024

60,774

397,173

20,004

(1,292,644

)

Cash flows from operating activities

Cash generated from operations

22

(9,350,125

)

(6,022,131

)

Tax received

223,306

151,409

Net cash from operating activities

(9,126,819

)

(5,870,722

)

Cash flows from investing activities

Purchase of tangible fixed assets

(133,045

)

(86,864

)

Sale of tangible fixed assets

8,677

6

Interest received

233,103

325,133

Net cash from investing activities

108,735

238,275

Cash flows from financing activities

New loans in year

1,997,571

-

Convertible loan note

4,689,630

-

Interest paid

(36,302

)

-

Amount introduced by directors

40,000

-

Amount withdrawn by directors

-

(40,649

)

Share issue

38,651

9,412

Shares to be issued

10,008

9,996

Net cash from financing activities

6,739,558

(21,241

)

Decrease in cash and cash equivalents

(2,278,526

)

(5,653,688

)

Cash and cash equivalents at beginning of year

23

6,105,179

11,758,867

Cash and cash equivalents at end of year

23

3,826,653

6,105,179

1.	STATUTORY INFORMATION

Thanks Ben Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The individual accounts of Thanks Ben Ltd have also adopted the following disclosure exemptions:

- the requirement to present a statement of cash flows and related notes

- related party disclosures

Basis of consolidation

The group financial statements consolidate the accounts of Thanks Ben Ltd and its subsidiary undertakings drawn up to 31 December each year. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Turnover and profits arising on trading between group companies are excluded.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

In the application of the group accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The director considers the following significant judgements or estimates in the preparation of these financial statements:

(i) Convertible loan note

In determining the fair value of the liability component of the convertible loan notes, management applied judgement in selecting an appropriate market interest rate for discounting future cash flows.The chosen rate reflects an estimate of the rate that would be applicable to a similar debt instrument without a conversion feature, considering the entity’s credit risk, prevailing market conditions, and the term of the instrument.

(ii) Accrued income

Management has exercised judgement in determining the accrued insurance commission income at the reporting date. The estimate is based on invoices raised after the reporting date.

Turnover

Revenue relates to user subscription fees and other services provided, such as implementation services, benefits design consultancy and insurance income. Revenue is recognised only when the services have been rendered, the transaction price can be measured reliably and it is probable that economic benefits associated with the transaction will flow to the entity. All amounts related to revenue recorded in the consolidated statement of comprehensive income are net of VAT.