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Registered number: 10186799
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 31 DECEMBER 2025
| Y TREE LIMITED
Y TREE LIMITED |  |
COMPANY INFORMATION
Directors | Mr Stuart Cash
| Mr John Hampel
| Mr Eric Peretz
| Mr Oliver Richards
| Mrs Alina Kessel (appointed 1 July 2025)
| Mrs Eliana Sydes (appointed 17 July 2025)
Registered number | 10186799
Registered office | 130 Shaftesbury Avenue
| London
| W1D 5EU
Independent auditors | Menzies LLP
| Chartered Accountants & Statutory Auditor
| Victoria House
| 50-58 Victoria Road
| Farnborough
| Hampshire
| GU14 7PG
Y TREE LIMITED |  |
CONTENTS
| Page
Strategic Report | 1 - 4
Directors' Report | 5 - 6
Independent Auditors' Report | 7 - 10
Statement of Comprehensive Income | 11
Statement of Financial Position | 12
Statement of Changes in Equity | 13
Statement of Cash Flows | 14
Analysis of Net Debt | 15
Notes to the Financial Statements | 16 - 28
Y TREE LIMITED |  |
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Principal activity
Y TREE provides comprehensive reporting, sophisticated advice and continuous implementation to high-net-worth individuals and families.
Business review
During 2025, Y TREE accelerated its growth while maintaining a disciplined approach to expenditure. We generated fee income of £18.0m, representing an 80% increase over the prior year (2024: £10.0m). This growth was supported by the successful introduction of additional services and the strategic alignment of legacy fee schedules. Total expenses for the year were £18.1m, an 18% increase compared to 2024 (2024: £15.3m). Our cost base remained primarily driven by talent. People costs, comprising salaries, NI and pensions together with the international technology team, accounted for 80% of total expenditure (2024: 78%). In addition to core operating income, the Company generated £0.3m of other income (2024: £0.4m), derived from surplus cash balances, resulting in a net profit of £0.2m for the year (2024: loss of £4.9m). The Company’s cash position was £18.0m at 31 December 2025 (2024: £5.9m). Our surplus cash was almost entirely placed in institutional money market funds to diversify exposure to banking counterparties. These funds are classified as demand deposits within our "Cash at bank and in hand", as they are highly liquid and readily convertible to known amounts of cash with insignificant risk of change in value.
Financial key performance indicators
The key financial indicators and management information are regarded as important and are assessed, reviewed and acted upon promptly. We also prepare a detailed five-year plan and annual budget which is reviewed on a quarterly basis. The key performance indicators include, but are not limited to, revenues, expenses and net income. Primary indicators were as follows: Page 1
Y TREE LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future developments
We continue to invest strategically in people and technology to build a business of scale. During 2025, we invested in improving security posture and operational resilience of core systems while we delivered a series of enhancements to our application software, infrastructure and data analytics. We leveraged AI technology to improve the efficiency and effectiveness of our technical delivery and invested in AI-based capabilities across all Y TREE teams. There is still no commercial solution to deal with the full range of services that we provide to our clients. This has required us to continue undertaking significant research and development into ways of enhancing the current system with innovative solutions that we designed and developed in-house. We built considerable scale and coverage around our investment risk framework, enhancing the technological processes supporting the assessment of risks inherent to both public and private investment securities. The work of enhancing our services will continue into 2026 and beyond and will add significantly to our capacity to provide our clients with the unique ability to view and manage all aspects of their financial life from a single place. As we move into 2026, we remain focused on driving Y TREE’s growth through a series of strategic initiatives, while maintaining a disciplined approach to managing expenses. Following the successful completion of the recent equity fundraising, the Company’s cash balance stood at £19.5m as at 28 February 2026. Principal risks and uncertainties The principal risks to our business are those that: (1) impede our ability to execute on our operational processes and meet our commitments to our clients and prospects; and (2) materially change or disrupt the assumptions underpinning our model and strategy, thereby affecting the achievement of our strategic objectives. Examples of the former include failure of operational processes; risk management failures; failure of systems which support the business; changes to the legal and regulatory environment; or consequences of a bad actor. Examples of the latter include risks connected to the scale of lead generation by different channels; the level of client satisfaction; and risks associated with capital market movements. These risks are mitigated through a proactive and modern enterprise risk management framework. The framework monitors a combination of quantitative measures, controls and qualitative inferences by senior management. The quantitative measures are Key Performance Indicators and Key Risk Indicators, which operate across the whole business and within each team or functional area to provide management with regular information to conduct analysis and identify trends and tools to take actions to reduce risk. Regulatory capital risk refers to the potential that Y TREE may not possess sufficient regulatory capital to sustain its business operations in accordance with regulatory requirements stipulated by the FCA. Regulatory capital risk is managed through methodical planning, modelling and dynamic forecasting, which is reflected in the firm’s annual Individual Capital Adequacy and Risk Assessment (ICARA) process. Page 2
Y TREE LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Company
This statement sets out how the Directors have fulfilled their duty to comply with the requirements of Section 172 of the Companies Act 2006 and explains how the directors have considered broader stakeholder interests when making decisions to promote the success of the business. The directors recognise the importance of acting in ways which promote high standards of business conduct. The board periodically reviews and approves the company’s risk management framework and its resources aligned against identifying, evaluating and mitigating risk. The Board periodically reviews matters relating to employee relations and company structure to ensure that they are consistent with employees’ interests. On an annual basis the Board reviews and approves the company's Individual Capital Adequacy and Risk Assessment (ICARA), which considers the sufficiency of the company’s capital and liquidity to withstand short to medium term ‘stresses’ to its business plan. Furthermore, starting from 2023, the Board began receiving a formal report on the firm’s compliance with the FCA rules on ‘Consumer Duty’ and evaluates its performance against the ‘four outcomes’ (a. Products and Services; b. Price and Value; c. Consumer Understanding; d: Customer Support) and three cross-cutting obligations. Customers The needs of the customer remain fundamental to everything Y TREE does, forming the cornerstone of our commitment to delivering positive consumer outcomes. Our products and services are meticulously designed to provide transparency, efficiency, and meaning, ensuring that we not only enable clients to achieve their financial life aspirations but also proactively avoid foreseeable harm. We evaluate them against these metrics at inception and thereafter. Y TREE products and services provide clients and families with clear, actionable information, we empower our clients to make effective decisions, ensuring our value proposition consistently aligns with their best interests and long-term financial well-being. Suppliers Y TREE enters into a variety of agreements with service providers and suppliers. We aim to treat all suppliers fairly, openly and as valued partners. Employees At Y TREE, we recognise that our success is linked to our people. Grounded in our core values of Time, Togetherness and Responsibility, we are committed to fostering an environment where every team member feels valued, heard and motivated to excel. We understand that the well-being and development of our team is integral to our mission, and we strive to ensure that our workplace is a space where individuals can thrive both professionally and personally. Regulators Y TREE operates a robust risk and compliance framework to ensure that it meets the obligations of the UK regulatory framework. Y TREE proactively and preemptively considers developments in its business that contribute to its role as a regulated firm in upholding the FCA’s statutory objectives. Page 3
Y TREE LIMITED |  |
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Shareholders Y TREE’s Board is committed to delivering long-term shareholder value by creating a differentiated, customer centric service in personal financial services for high net worth individuals and families. Decision making Y TREE has dynamic governance and decision making processes, which ensures that decisions are taken at the right level with appropriate consultation. Executive decision makers at Y TREE follow their decisions and re-evaluate the intended outcomes against observed results. Decisions, proposals and strategies are scrutinised in separately managed teams and by specialist committees and ad hoc project groups. Y TREE considers the impact of its decisions on a number of stakeholders including clients and their families, shareholders, employees and contractors, counterparties/suppliers, authorities (e.g. regulators) and the broader context. Impact on the community and the environment At Y TREE, we believe wealth carries the power to drive meaningful change. Our role as advisers extends beyond traditional financial management; we guide clients in identifying and allocating resources toward impactful philanthropy that aligns with their personal values. By facilitating responsible, intergenerational wealth transfer, we empower families to dedicate assets to projects with clear environmental, social, and ethical benefits. Through our core service features, which include the modeling of philanthropic aspirations and intergenerational planning, we ensure that financial legacies are structured to support long-term sustainability and positive community outcomes. This approach allows our clients to bridge the gap between their financial capital and their desire for a better world. This report was approved by the board and signed on its behalf by:
................................................ Mr Stuart Cash Director
Date: 15 April 2026
Page 4
Y TREE LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements 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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £188,382 (2024 - loss £4,952,229). No ordinary dividends were paid during the year 2025 (2024 - £NIL).
Directors
The Directors who served during the year were:
Mr Stuart Cash
Mr John Hampel
Mr Eric Peretz
Mr Oliver Richards
Mrs Alina Kessel (appointed 1 July 2025)
Mrs Eliana Sydes (appointed 17 July 2025)
Matters covered in the Strategic Report
The Company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Company's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties. Page 5
Y TREE LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
On 9 January 2026, 27,457 Ordinary B shares were issued with a nominal value of £2,746 for an aggregate consideration of £4,345,619. Of this amount, £4,334,857.03 relating to 27,389 shares had been received prior to the year end and has been recognised within equity as at 31 December 2025 as fully paid up shares not yet issued. On 12 January 2026, 40 Ordinary B shares were issued with a nominal value of £4 for an aggregate consideration of £4,080. On 14 January 2026, 3,766 Ordinary B shares were issued with a nominal value of £377 for an aggregate consideration of £384,849.
Auditors
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf by:
................................................ Mr Stuart Cash Director
Date: 15 April 2026
Page 6
Y TREE LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF Y TREE LIMITED
Opinion
We have audited the financial statements of Y TREE LIMITED (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, 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 Company's affairs as at 31 December 2025 and of its profit 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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 Auditors' 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. Page 7
Y TREE LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF Y TREE LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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 material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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. Page 8
Y TREE LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF Y TREE LIMITED (CONTINUED)
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 an Auditors' 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. 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: • The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law, health and safety, pensions legislation, GDPR, tax legislation and the Client Money regulations issued by the FCA. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. • We understood how the Company is complying with legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We assessed the extent of compliance with these legal and compliance procedures as part of our procedures on the related financial statement items. • The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. • We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. We identified the risk of override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed by the engagement team included: - Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; - Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; - Challenging assumptions and judgments made by management in its significant accounting estimates; and - Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. The assessment did not identify any issues in these areas. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' Report. Page 9
Y TREE LIMITED |  |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF Y TREE LIMITED (CONTINUED)
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 Auditors' 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. Mike Ayres FCA (Senior Statutory Auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor Victoria House 50-58 Victoria Road Farnborough Hampshire GU14 7PG Date: 15 April 2026 Page 10
Y TREE LIMITED |  |
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Revenue | 4 | 18,049,978 | 9,995,914
Gross profit |  | 18,049,978 | 9,995,914
Administrative expenses |  | (17,611,219) | (14,886,532)
Share-based payment costs |  | (510,043) | (441,761)
Total administrative expenses |  | (18,121,262) | (15,328,293)
Total operating loss | 5 | (71,284) | (5,332,379)
Gains and losses on demand deposits |  | 211,932 | 372,018
Interest receivable and similar income | 9 | 41,919 | 18,498
Interest payable and similar expenses | 10 | - | (2,661)
Profit/(loss) before tax |  | 182,567 | (4,944,524)
Tax on profit/(loss) | 11 | 5,815 | (7,705)
Profit/(loss) for the financial year |  | 188,382 | (4,952,229)
The notes on pages 16 to 28 form part of these financial statements.
Page 11
Y TREE LIMITED REGISTERED NUMBER:10186799 |  |
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 92,383 |  | 115,645
|  |  | 92,383 |  | 115,645
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 5,073,453 |  | 4,036,383 |
Cash at bank and in hand |  | 17,962,319 |  | 5,851,954 |
|  | 23,035,772 |  | 9,888,337 |
Creditors: amounts falling due within one year | 14 | (2,103,613) |  | (1,527,508) |
Net current assets |  |  | 20,932,159 |  | 8,360,829
Total assets less current liabilities |  |  | 21,024,542 |  | 8,476,474
Provisions for liabilities |  |  |  |  |
Deferred tax | 15 | (23,096) |  | (28,911) |
Net assets |  |  | 21,001,446 |  | 8,447,563
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 97,810 |  | 90,029
Share premium account | 18 |  | 51,255,805 |  | 39,408,128
Share option reserves | 18 |  | 1,402,948 |  | 1,125,177
Profit and loss account | 18 |  | (31,755,117) |  | (32,175,771)
|  |  | 21,001,446 |  | 8,447,563
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Mr Stuart Cash | ................................................ Mr Eric Peretz
Director | Director
Date: 15 April 2026 | Date:15 April 2026
The notes on pages 16 to 28 form part of these financial statements. Page 12
Y TREE LIMITED |  |
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Share option reserves | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 89,309 | 39,367,111 | 906,762 | (27,446,888) | 12,916,294
Comprehensive income for the year |  |  |  |  |
Loss and total comprehensive income for the year | - | - | - | (4,952,229) | (4,952,229)
Contributions by and distributions to owners |  |  |  |  |
Issue of share capital | 720 | 41,017 | - | - | 41,737
Share-based payments | - | - | 218,415 | 223,346 | 441,761
At 1 January 2025 | 90,029 | 39,408,128 | 1,125,177 | (32,175,771) | 8,447,563
Comprehensive income for the year |  |  |  |  |
Profit and total comprehensive income for the year | - | - | - | 188,382 | 188,382
Contributions by and distributions to owners |  |  |  |  |
Issue of share capital (see note 17) | 7,781 | 11,847,677 | - | - | 11,855,458
Share-based payments | - | - | 277,771 | 232,272 | 510,043
At 31 December 2025 | 97,810 | 51,255,805 | 1,402,948 | (31,755,117) | 21,001,446
| The notes on pages 16 to 28 form part of these financial statements.
Page 13
Y TREE LIMITED |  |
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 188,382 | (4,952,229)
Adjustments for: |  |
Depreciation of tangible assets | 64,019 | 71,378
Loss on disposal of tangible assets | 943 | 1,205
Interest received | (41,919) | (18,498)
Taxation charge | (5,815) | 7,705
(Increase) in debtors | (1,037,070) | (1,074,606)
Increase in creditors | 576,105 | 445,144
Share-based payments | 510,043 | 441,761
Net cash generated from operating activities | 254,688 | (5,078,140)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (41,700) | (105,020)
Proceeds on disposal of tangible fixed assets | - | 1,617
Interest received | 41,919 | 18,498
Net cash from investing activities | 219 | (84,905)
Cash flows from financing activities |  |
Proceeds from issue of ordinary shares | 11,855,458 | 41,737
Net cash used in financing activities | 11,855,458 | 41,737
Net increase/(decrease) in cash and cash equivalents | 12,110,365 | (5,121,308)
Cash and cash equivalents at beginning of year | 5,851,954 | 10,973,262
Cash and cash equivalents at the end of year | 17,962,319 | 5,851,954
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 17,962,319 | 5,851,954
| 17,962,319 | 5,851,954
The notes on pages 16 to 28 form part of these financial statements.
Page 14
Y TREE LIMITED |  |
ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 5,851,954 | 12,110,365 | 17,962,319
| 5,851,954 | 12,110,365 | 17,962,319
The notes on pages 16 to 28 form part of these financial statements.
Page 15
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Y TREE Limited is a private company limited by shares incorporated in the United Kingdom and registered in England and Wales. The address of the registered office, which is also the principal place of business, is disclosed on the company information page. The financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest pound sterling. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements are prepared on a going concern basis as the Directors are confident that the Company has the ability to sustain business operations for at least the next 12 months from the financial statements' approval date. The going concern assessment is based on the comprehensive forecast prepared by management and approved by the Board. As part of the going concern review, the Directors have considered severe but plausible downside scenarios to evaluate the business's sustainability and its ability to meet its regulatory capital and liquidity requirements. Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements, despite the accumulated losses in the profit and loss account.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Page 16
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is measured at the fair value of the consideration receivable for services provided, net of VAT and other sales related taxes. Revenue comprises: Advisory and related investment services fees, recognised over time as services are provided, with fees accrued on a daily basis. Where the service relates to a specific one-off transaction, revenue is recognised at a point in time when the service is completed. Portfolio management fees, recognised over time as services are provided, with fees accrued on a daily basis.
| 2.5 | Research and development
Research expenditure is expensed through the profit and loss account as it is incurred.
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separate from the Company in independently administered funds.
| 2.7 | Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity. When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value. Page 17
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical 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 charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures, fittings and equipment | - | 33% | straight line method
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. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Cash at bank and in hand
Cash is represented by cash in hand and demand deposits, which can be accessed immediately, with financial institutions repayable without penalty or notice. Demand deposits are highly liquid institutional money market funds that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 18
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company’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. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Valuation of share options The Directors have been unable to directly measure the fair value of share options granted during the year as there is no open market for Y TREE Limited shares. The Black-Scholes model has been used to estimate their fair value indirectly. The model uses a number of assumptions, which the Directors consider to be reasonable based on the current size and condition of the Company and the sector it operates in. As a result, the valuation is subject to a degree of uncertainty and is made on the basis of assumptions that may not prove to be accurate. See further details of the assumptions used in the model in note 16.
4. | Revenue
| An analysis of revenue by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fee income | 18,049,978 | 9,995,914
| All revenue arose within the United Kingdom.
Page 19
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of owned tangible fixed assets | 64,019 | 71,378
| Exchange differences | 37,802 | 52,919
| Other operating lease rentals | 265,342 | 266,516
| Loss on disposal of tangible fixed assets | 943 | 1,205
| Share-based payments | 510,043 | 441,761
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 35,550 | 32,500
| Accounts preparation | 4,650 | 4,250
| Tax services | 2,950 | 2,750
| Other services | 33,298 | 15,605
Page 20
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 9,917,003 | 8,223,855
| Share-based payments | 510,043 | 441,761
| Social security costs | 1,361,344 | 1,074,256
| Pension costs | 762,234 | 528,156
|  | 12,550,624 | 10,268,028
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Client service | 63 | 52
|  | R&D and support | 34 | 32
|  | Administrative functions | 28 | 26
|  |  | 125 | 110
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 900,743 | 559,915
| Company contributions to defined contribution pension schemes | 31,381 | 5,724
|  | 932,124 | 565,639
| During the year retirement benefits were accruing to 5 Directors (2024: 3) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £261,378 (2024: £191,115).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2024: £1,321).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 41,919 | 18,498
Page 21
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest payable | - | 2,661
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | (5,815) | 7,705
| Tax on profit/(loss) | (5,815) | 7,705
| Factors affecting tax charge for the year
| The actual (credit)/charge 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:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 182,567 | (4,944,524)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 45,642 | (1,236,131)
| Effects of: |  |
| Expenses not deductible for tax purposes | 144,969 | 126,487
| Change in unrecognised deferred tax assets | (82,618) | 1,156,864
| Other differences leading to an increase (decrease) in the tax charge | (117,058) | (40,515)
| Donations | 3,250 | 1,000
| Total tax charge for the year | (5,815) | 7,705
Page 22
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tangible fixed assets
|  | Fixtures, fittings and equipment
|  | £
| Cost or valuation |
| At 1 January 2025 | 384,780
| Additions | 41,700
| Disposals | (23,624)
| At 31 December 2025 | 402,856
| Depreciation |
| At 1 January 2025 | 269,135
| Charge for the year | 64,019
| Disposals | (22,681)
| At 31 December 2025 | 310,473
| Net book value |
| At 31 December 2025 | 92,383
| At 31 December 2024 | 115,645
Page 23
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 286,678 | 699,152
| Other debtors | 229,276 | 302,398
| Prepayments and accrued income | 4,557,499 | 3,034,833
|  | 5,073,453 | 4,036,383
14. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 362,688 | 350,157
| Other taxation and social security | 1,000,903 | 606,640
| Other creditors | 425,342 | 224,995
| Accruals | 314,680 | 345,716
|  | 2,103,613 | 1,527,508
15. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (28,911) | (21,206)
| Charged to profit or loss | 5,815 | (7,705)
| At end of year | (23,096) | (28,911)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | (23,096) | (28,911)
| The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period. There are total tax losses to use against future taxable profits of £22,697,048 (2024: £23,080,396).
Page 24
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Share-based payments
|  | Weighted average exercise price (£) | Number | Weighted average exercise price (£) | Number
|  | 2025 | 2025 | 2024 | 2024
| Outstanding at the beginning of the year | 60.91 | 59,799 | 45.82 | 53,345
| Granted during the year | 124.14 | 10,761 | 92.58 | 15,585
| Exercised during the year | 44.29 | (4,033) | 5.80 | (7,198)
| Forfeited during the year | 102.11 | (5,243) | 105.67 | (1,933)
| Outstanding at the end of the year | 69.58 | 61,284 | 60.91 | 59,799
| Exercisable at 31 December 2025 | 43.66 | 36,518 | 35.49 | 33,316
| The options outstanding at 31 December 2025 had an exercise price ranging from £5 to £131.89, and a remaining contractual life of up to 10 years. Equity-settled transactions are measured at weighted average fair value at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest. The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”). Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date.
| Expenses
During the year, the Company recognised total share-based payment costs of £510,043 (2024: £441,761) which related to equity-settled share-based payment transactions. Page 25
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 376,194 (2024 - 378,721) Ordinary A Shares of £0.10 each | 37,619 | 37,872
|  | 574,520 (2024 - 521,571) Ordinary B Shares of £0.10 each | 57,452 | 52,157
|  |  | 95,071 | 90,029
|  | Fully paid up shares not yet issued |  |
|  | 27,389 (2024 - NIL) Ordinary B Shares shares of £0.10 each | 2,739 | -
Both the Ordinary A and Ordinary B shares carry full voting, dividend and capital distribution (including on winding up) rights, they both do not confer any rights of redemption. During the year, the Company issued 50,422 Ordinary B shares with an aggregate nominal value of £5,042 for total consideration of £7,520,601. The issues comprised the following allotments, each at a nominal value of £0.10 per share: On 7th January 2025, 125 Ordinary B shares were issued for total consideration of £12,750. On 26th February 2025, 30 Ordinary B shares were issued for total consideration of £3,060. On 27th February 2025, 4 Ordinary B shares were issued for total consideration of £408. On 3rd July 2025, 10 Ordinary B shares were issued for total consideration of £1,319. On 13th August 2025, 3 Ordinary B shares were issued for total consideration of £306. On 23rd October 2025, 6,324 Ordinary B shares were issued for total consideration of £1,000,899. On 27th October 2025, 508 Ordinary B shares were issued for total consideration of £2,540. On 29th October 2025, 40 Ordinary B shares were issued for total consideration of £4,080. On 10th November 2025, 260 Ordinary B shares were issued for total consideration of £24,003. On 10th November 2025, 187 Ordinary B shares were issued for total consideration of £18,700. On 10th November 2025, 145 Ordinary B shares were issued for total consideration of £725. On 9th December 2025, 21 Ordinary B shares were issued for total consideration of £2,142. On 10th December 2025, 40,065 Ordinary B shares were issued for total consideration of £6,341,088. On 19th December 2025, 1,000 Ordinary B shares were issued for total consideration of £5,000. On 19th December 2025, 1,700 Ordinary B shares were issued for total consideration of £103,581. On 19th December 2025, 2,527 Ordinary A shares were converted into Ordinary B shares. Page 26
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Reserves
Share premium account The share premium reserve records the amount above the nominal value received for shares sold, less transaction costs. Share option reserves The share option reserve comprises the cumulative share-based payment charge recognised in respect of outstanding share options at the reporting date, including both vested and unvested awards and adjusted for expected forfeitures. The reserve is not distributable. Profit and loss account The profit and loss account records retained earnings and accumulated losses.
19. | Contingent liabilities
A claim of $65,000 has been made for legal expenses incurred by an advisor related to investment funds established for Y TREE clients. The claim is expected to be settled by future investment funds. Y TREE is willing to guarantee the payment of $65,000 to the extent that the amount remains unpaid by those future funds on 31 December 2030. The Directors consider the probability of Y TREE settling the claim to be unlikely and accordingly no provision has been made in the financial statements.
20. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £761,405 (2024: £528,156). Contributions totalling £76,357 (2024: £56,514) were payable to the fund at the reporting date and are included in creditors.
21. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 283,163 | 266,531
| Later than 1 year and not later than 5 years | 698,952 | 978,854
|  | 982,115 | 1,245,385
Page 27
Y TREE LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Post balance sheet events
After the year end the Company has issued the following share allotments, each at a nominal value of £0.10 per share: On 9 January 2026, 27,457 Ordinary B shares were issued with a nominal value of £2,746 for an aggregate consideration of £4,345,619. Of this amount, £4,334,857.03 relating to 27,389 shares had been received prior to the year end and has been recognised within equity as at 31 December 2025 as fully paid up shares not yet issued. On 12 January 2026, 40 Ordinary B shares were issued with a nominal value of £4 for an aggregate consideration of £4,080. On 14 January 2026, 3,766 Ordinary B shares were issued with a nominal value of £377 for an aggregate consideration of £384,849.
Page 28