REGISTERED NUMBER: 11193612 (England and Wales)

Directors' Report and

Audited Financial Statements for the Year Ended 31st December 2025

for

Payplan Limited

Page

Company Information

1

Directors' Report

2

Statement of Directors' Responsibilities

3

Independent Auditors' Report

4

Income Statement

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

Mrs R E Duffey

Mr J Fairhurst

SECRETARY:

Mrs H Briggs

REGISTERED OFFICE:

Kempton House

Kempton Way

Dysart Road

Grantham

NG31 7LE

REGISTERED NUMBER:

11193612 (England and Wales)

AUDITORS:

Duncan & Toplis Audit Limited

Statutory Auditor

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

The directors present their annual report and financial statements of Payplan Limited (the "company") for the year ended 31st December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

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 1st January 2025 to the date of this report.

Mrs R E Duffey

Mr J Fairhurst

DIRECTORS' INDEMNITIES

Totemic (2014) Holdings Limited provided qualifying third-party indemnity provisions on behalf of all directors and officers for all members of the Totemic (2014) Holdings group of companies including this company during the year. From 12 December 2025, Ravenco 1 Limited provides qualifying third-party indemnity provisions on behalf of all directors and officers for all members of the Ravenco group of companies including this company and this remains in force at the date of this report.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Duncan & Toplis Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mrs R E Duffey - Director

2nd June 2026

The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 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 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.

Opinion

We have audited the financial statements of Payplan Limited (the 'company') for the year ended 31st December 2025 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity 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 company's affairs as at 31st December 2025 and of its 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 company 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 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 Directors' Report and the Statement of Directors' Responsibilities, but does not include the financial statements and our Auditors' Report 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Directors' Report has 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 Directors' Report.

Matters on which we are required to report by exception

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, 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; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from preparing the Director's Report or in preparing the Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities 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 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.

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.

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

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as depreciation of tangible fixed assets, as well as the risk of inappropriate journal entries to increase reported profitability. Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. We carried out detailed substantive tests on accounting estimates, including reviewing the methods and data used by management to make those estimates, re-performing the calculation and reviewing the outcome of prior year estimates since the financial reporting date.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified the following areas as those most likely to have such an effect are Anti Money Laundering legislation and Employment laws.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. This inspection included a review of the external audits conducted within the year for any evidence of non-compliance, reading minutes of meetings of those charged with governance and correspondence held with regulators, in addition to an assessment of any legal expenses and possible contingencies. Through these procedures, if we became aware of any non-compliance, we considered the impact on the procedures performed on the related financial statement items.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

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.

Rachel Rudkin FCCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited

Statutory Auditor

3 Castlegate

Grantham

Lincolnshire

NG31 6SF

5th June 2026

TURNOVER

-

-

Administrative expenses

(559,402

)

(9,194

)

(559,402

)

(9,194

)

Other operating income

121

-

OPERATING LOSS

(559,281

)

(9,194

)

Exceptional item - loan waived

4

(18,291,441

)

2,422,030

(18,850,722

)

2,412,836

Interest payable and similar expenses

(55,979

)

(130,161

)

(LOSS)/PROFIT BEFORE TAXATION

(18,906,701

)

2,282,675

Tax on (loss)/profit

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(18,906,701

)

2,282,675

FIXED ASSETS

Tangible assets

5

46,446

24,408

Investments

6

30,166,928

28,612,408

30,213,374

28,636,816

CURRENT ASSETS

Debtors

7

4,932,844

21,218,747

Cash at bank

3,516,324

4,311

8,449,168

21,223,058

CREDITORS

Amounts falling due within one year

8

(14,902,363

)

(6,496,805

)

NET CURRENT (LIABILITIES)/ASSETS

(6,453,195

)

14,726,253

TOTAL ASSETS LESS CURRENT LIABILITIES

23,760,179

43,363,069

CREDITORS

Amounts falling due after more than one year

9

-

(696,189

)

NET ASSETS

23,760,179

42,666,880

CAPITAL AND RESERVES

Called up share capital

307,934

307,934

Retained earnings

23,452,245

42,358,946

SHAREHOLDERS' FUNDS

23,760,179

42,666,880

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 2nd June 2026 and were signed on its behalf by:

Mrs R E Duffey - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

298,696

40,076,271

40,374,967

Changes in equity

Issue of share capital

9,238

-

9,238

Total comprehensive income

-

2,282,675

2,282,675

Balance at 31st December 2024

307,934

42,358,946

42,666,880

Changes in equity

Total comprehensive income

-

(18,906,701

)

(18,906,701

)

Balance at 31st December 2025

307,934

23,452,245

23,760,179

1.	STATUTORY INFORMATION

Payplan Limited 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 Company 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 Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The directors have considered the appropriateness of adopting the going concern basis in preparation of these financial statements. Having considered the risks and uncertainties to which the company is subject, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Payplan Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Ravenco 4 Limited, Kempton House, Kempton Way, Dysart Road, Grantham, Lincolnshire, NG31 7LE.

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.

Critical accounting judgements and key sources of estimation uncertainty

The directors believe there are no critical judgements in applying the company's accounting policies and no key sources of estimation uncertainty which impact on the financial statements of the company.

Tangible fixed assets

Investments in subsidiaries

A subsidiary is an undertaking over which the company exercises control, directly or indirectly, over the financial and operating activities so as to obtain benefits from it.

In the company's statement of financial position investments in subsidiaries are recorded at cost, unless their value has been impaired in which case they are valued at their realisable value or value in use as appropriate. The directors test the investments in subsidiaries for impairment annually or where there is an indication that the investment may be impaired. Any impairment identified is recognised immediately in the income statement.

Where indicators exist for a decrease in impairment loss previously recognised, 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 instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Financial assets

Financial assets including trade debtors, are initially recognised at transaction cost which is considered to be fair value and subsequently held at amortised cost. At each statement of financial position date, the company assesses whether there is objective evidence that a financial asset has become impaired. Impairment losses are recorded as charges in the income statement and the carrying amount of the financial asset is reduced by establishing an impairment loss provision. Impairment loss provisions are maintained at the level that management deems sufficient to absorb incurred losses. Financial assets are subsequently carried at transaction cost less provision for impairment.

Financial liabilities

Financial liabilities are presented as such in the statement of financial position. Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities and held at amortised cost. Costs incurred by the company in obtaining loans are included in the fair value of the loan at initial recognition and amortised over the term of the borrowing. Finance costs and gains or losses relating to financial liabilities are included in the income statement. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Dividends and distributions relating to equity instruments are debited directly to equity.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase contracts

Assets obtained under hire purchase contracts are capitalised and disclosed under tangible fixed assets at their fair value (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over their useful lives. The capital element of the future payments is treated as a liability and the interest is charged to the income statement at a constant rate of charge based on the capital repayments outstanding.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	EXCEPTIONAL ITEMS

2025

2024

£

£

Exceptional item - loan waived

(18,291,441

)

2,422,030

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1st January 2025

-

49,591

49,591

Additions

10,267

44,411

54,678

Disposals

-

(49,591

)

(49,591

)

At 31st December 2025

10,267

44,411

54,678

DEPRECIATION

At 1st January 2025

-

25,183

25,183

Charge for year

428

11,194

11,622

Eliminated on disposal

-

(28,573

)

(28,573

)

At 31st December 2025

428

7,804

8,232

NET BOOK VALUE

At 31st December 2025

9,839

36,607

46,446

At 31st December 2024

-

24,408

24,408

Included in plant and machinery are motor vehicles with a net book value of £nil (2024: £24,408) held under hire purchase contracts.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1st January 2025

28,933,408

Additions

1,695,400

At 31st December 2025

30,628,808

PROVISIONS

At 1st January 2025

321,000

Provision for year

140,880

At 31st December 2025

461,880

NET BOOK VALUE

At 31st December 2025

30,166,928

At 31st December 2024

28,612,408

During the year the company acquired the remaining 5% of shares in Totemic Limited from external shareholders.

The subsidiaries are listed below with the effective shareholding % held by the company. All are incorporated in the United Kingdom.

Company

Nature of business

2025

2024

%

%

Payplan Bespoke Solutions Limited

IVA supervision

100

100

Payplan (IVA) Limited

IVA supervision and administration services

100

100

Payplan Partnership Limited

IVA supervision

100

100

Payplan (Scotland) Limited

Insolvency administration

100

100

Payplan Solutions Limited

No trading activity

100

100

Totemic Limited

Debt management and management services

100

95

All shareholdings held by the company are Ordinary shares.

The registered office of all entities except Payplan (Scotland) Limited is: Kempton House, Kempton Way, Dysart Road, Grantham, NG31 7LE.

The registered office for Payplan (Scotland) Limited is: Edinburgh Quay, 133 Fountainbridge, Edinburgh, EH3 9BA.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

4,793,534

21,218,330

Other debtors

139,310

417

4,932,844

21,218,747

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

-

394,574

Hire purchase contracts (see note 10)

-

8,526

Trade creditors

280,639

340,800

Amounts owed to group undertakings

13,944,485

5,749,887

Taxation and social security

404,039

-

Other creditors

273,200

3,018

14,902,363

6,496,805

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

-

696,189

10.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase

contracts

2025

2024

£

£

Net obligations repayable:

Within one year

-

8,526

Non-cancellable

operating leases

2025

2024

£

£

Within one year

202,320

-

Between one and five years

404,640

-

606,960

-

11.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

-

1,090,763

Hire purchase contracts

-

8,526

-

1,099,289

The bank loan was secured by a fixed and floating charge over the assets of the company.

Hire purchase contracts were secured on the company's motor vehicles.

12.	CONTINGENT LIABILITIES

13.	RELATED PARTY DISCLOSURES

14.	EVENTS SINCE THE END OF THE YEAR

On 20 April 2026, a fixed and floating charge over the company's assets was given as a guarantee for a £38.5m loan to a group company.

15.	ULTIMATE CONTROLLING PARTY