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Registered number: 15544568
BENEFICIUM BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements of the group for the year ended 31 December 2025.
Strategic review
Following the business combination of Perkbox Limited and SME HCI Limited (trading as Vivup) in the prior year, the group has remained focused on integrating the operations and product offering, combining Vivup’s trusted heritage in public sector benefits and wellbeing, and Perkbox’s technology-led perks and recognition.
In September 2025, Perkbox announced the launch of its unified employee experience platform, combining the strengths of its product offering from the legacy Vivup and Perkbox businesses. The business also rebranded under one brand “Perkbox”.
This app based platform offers:
∙Perks - access to discounts and deals
∙Reward and recognition - interactive tool to reward employees and celebrate successes
∙Salary sacrifice options including Home and Electronics, Cycle to work and Cars
∙Wellbeing, an Employee Assistance Programme (EAP) and Online GP
∙Admin, streamlined platform for HR administrators to manage employee benefits
Ahead of the product and brand launch, the group streamlined its corporate structure so that commercial trading activities can operate centrally under one company. At the end of August 2025, Perkbox Limited and Lets’ Connect IT Solutions Limited (another subsidiary of the group) transferred its trade and assets to SME HCI Limited (a direct subsidiary of Beneficium Bidco Limited).
On 23 December 2025, SME HCI Limited acquired Love Electric Financial Services Limited (Loveelectric), a B Corp certified electric vehicle salary sacrifice provider. The combination vertically integrates the groups electric car product offering allowing for margin expansion going forward. More information can be found in Note 23.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group reported a turnover of £108.3m (6 months period 2024: £63.16m), of which £71.9m relates to salary sacrifice, £24.5m from SaaS revenue ("Software as a service"), £5.0m from the resale of vouchers and £6.9m from clinical services and other revenue. These figures represent a 12 month period whereas the 2024 comparative figures represent a 6 month period.
On a comparative 6 month period between 2024 and 2025 Salary Sacrifice turnover increased 1% as the business continues to drive registration growth in the public sector. SaaS revenue was flat with churn showing significant improvement over the period. Voucher revenue showed a 74% drop as the Group shifts away from holding voucher stock in favour of API integration with voucher aggregators. Vouchers delivered via API shifted from 92% at the start of 2025 to 98% at the end of 2025. This resulted in a £3.5m reduction in revenue as API voucher revenue is recognised on a net basis, leaving total turnover dropping by 3% for the 6 month period 2025 compared to the same period in 2024. On an adjusted basis, assuming voucher mix has stayed flat over the period, total turnover increased by 4%.
The Group posted a net operating loss of £39.0m (2024: £31m). This includes £6.8m of exceptional items representing a decrease from £15.9m in the previous year. These exceptional items related to ongoing restructuring costs following the merger of Perkbox and Vivup as well as acquisition costs relating to Loveelectric.
Reconciliation of Adjusted EBITDA
EBITDA is used by the Group as a key indicator of operational performance, excluding the effects of financing, taxation, depreciation, amortisation, and exceptional items.
Financial key performance indicators
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The Group monitors the following key financial indicators:
Turnover: £108.3m (6 months 2024: £63.16m)
Adjusted EBITDA: £5.2m (6 months 2024: £3.6m)
Other key performance indicators
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The Group monitors a range of non-financial KPIs including Customer engagement and feedback scores, Platform Usage metrics, Order Conversion Rates, transaction margins and Repeat Usage metrics. These indicators are reviewed regularly by senior management and inform strategic product and commercial decisions.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Business Relationships with Customers, Partners and Suppliers
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Perkbox recognises that long-term, collaborative relationships with customers, partners and suppliers are critical to its success.
Customers
The Group’s customer base spans NHS Trusts, local authorities, education providers, and other public sector organisations, along with private sector. Maintaining high levels of service, reliability and innovation is essential to ensuring client satisfaction and retention.
Throughout 2025, customer engagement was supported through a mix of structured feedback loops, platform usage data, and account-level insight. Feedback was actively incorporated into roadmap planning, product enhancements and platform experience.
Partners
Perkbox continued to work closely with strategic partners including finance providers, wellbeing service providers, retailers and voucher aggregators. These partnerships are essential for the fulfilment of the Company's employee engagement, rewards and benefits offering.
Suppliers
The Group depends on a stable network of suppliers and technology vendors. These include software development teams, IT infrastructure providers, and service delivery organisations. Supplier selection and management focus on quality, security, and value for money.
The board and leadership team recognise that building resilience and shared values across the supply chain is fundamental to long-term success.
Employees
The directors are committed to ensuring the Group is a responsible employer, with consultation processes in place to allow views of employees to be taken into account when decisions are made that are likely to affect their interests.
The directors promote a high performance culture which includes the clear articulation of business objectives and the alignment with personal goals and development. The Group invests in employee training and development programs as well as annual performance reviews. The Group is also committed to providing tools and resources to assist employees with the management of their health and wellbeing, including a range of awareness programs, policies and training courses.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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The execution of the Group's strategy is subject to a number of risks. These are formally reviewed by the Board, and appropriate controls are in place to monitor and mitigate their impact where possible.
Market and Economic Risk
The Company operates in a dynamic and evolving market, particularly within the UK public sector, where customer budgets and priorities are heavily influenced by fiscal and political decisions. Rising living costs and changes to public sector pay structures have impacted the uptake of certain salary sacrifice benefits, especially among lower-paid workers. Management continuously reviews market conditions and adapts product offerings accordingly.
Competition and Innovation Risk
The Company operates in a highly competitive space, with both established players and new entrants investing heavily in digital platforms and wellbeing-related services. The Group continues to invest in product development, platform enhancements, and customer experience to protect and grow its market position.
Integration Risk
The combination of Perkbox Limited and SME HCI Limited introduces integration risk across people, systems, and processes. Management has established a structured integration programme with defined workstreams, governance oversight, and regular reporting to the Board to manage execution risk and ensure continuity of service for customers.
People Risk
Performance depends on the quality and commitment of employees and leadership. The business recognises the risk posed by key person dependency, talent retention, and recruitment. Mitigation includes robust succession planning, employee development programmes, and enhanced engagement through internal communications and reward structures.
Technology and Cybersecurity Risk
As a digital-first business handling sensitive data. The Group is exposed to risks associated with cybersecurity, data privacy, and platform availability. The Company invests in best-practice IT infrastructure, undertakes regular penetration testing, and maintains comprehensive disaster recovery and security protocols.
Financial Risk
The Company is exposed to financial risks including liquidity, credit risk and cost inflation. Financial management practices are in place to ensure prudent liquidity, cost control, and accurate forecasting. The board receives regular financial reports to monitor performance and adapt to emerging pressures.
Employment of Disabled Persons
The Group gives full and fair consideration to job applications from disabled persons, having regard to their particular aptitudes and abilities. Where employees become disabled during their employment, the Group makes every reasonable effort to retain them through appropriate adjustments to their role or working environment. The Group is committed to ensuring that disabled employees have equal access to training, development and career progression opportunities.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the group
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The directors are committed to conducting business in a manner that promotes the success of the company for the benefit of its shareholders, while also considering the interests of all stakeholders. In accordance with Section 172 of the Companies Act 2006, the directors have acted in good faith to make decisions they believe will promote the long-term success of the company.
Throughout the year, the directors have considered a range of factors in their decision-making process, including:
∙The long-term consequences of decisions,
∙The interests of employees,
∙Relationships with customers and suppliers,
∙The impact on the community and the environment,
∙The need to maintain a reputation for high standards of business conduct, and
∙The need to act fairly as between members of the company.
The directors will continue to assess the impact of their decisions on all stakeholders and ensure that the company operates in a responsible and sustainable manner, in line with its mission and values.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements for the year ended 31 December 2025.
The comparatives in these financial statements cover the period from incorporation on 6 March 2024 to 31 December 2024. The accounting reference date was shortened to align with that of fellow group companies. As a result, the comparative information is not directly comparable.
Directors' responsibilities statement
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The directors are responsible for preparing the group Strategic Report, the Directors' Report and the consolidated 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 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 for the group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group 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 the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Beneficium Bidco Limited's principal activity is a holding company for a group of companies in the employee benefits technology sector.
The loss for the year, after taxation, amounted to £38,371,328 (2024: loss £31,829,747).
No dividends were declared or paid in the year (2024: £Nil).
The directors who served during the year, and up to the date of signing this report, were:
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BENEFICIUM BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Qualifying third party indemnity provisions
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The Company maintains Directors' and Officers' liability insurance which provides qualifying third party indemnity protection for the benefit of its directors. This insurance was in force throughout the year ended 31 December 2025 and remains in force at the date of approval of these financial statements, in accordance with section 236 of the Companies Act 2006.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Matters covered in the Group Strategic Report
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The company has chosen, in accordance with section 414C (II) of the Companies Act 2006, to present information regarding its principal risks in the Strategic Report.
Disclosure of information to auditors
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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 and the group'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 and the group's auditors are aware of that information.
The directors have assessed the Group’s ability to continue as a going concern by reviewing financial forecasts and projections covering a period of more than 12 months from the date of approval of these financial statements. This assessment considered the Group’s current and projected financial performance, cashflows and available funding.
As at 31 December 2025, the Group was in a net current liabilities position of £8,704,257. This position is primarily driven by the working capital facility and intercompany balances falling due within one year, and does not reflect any deterioration in the Group's underlying trading position. The directors have considered this position as part of their going concern assessment and are satisfied that it does not give rise to a material uncertainty.
The Group benefits from both external debt facilities and the continued financial support of its parent company. The directors have reviewed the terms and availability of these facilities and are satisfied that they provide adequate liquidity to meet the Group’s obligations and its financial debt covenants as they fall due throughout the assessment period.
Having undertaken this assessment, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.
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BENEFICIUM BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Deloitte LLP were appointed as auditors of the Group during the year ended 31 December 2025. They will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENEFICIUM BIDCO LIMITED
In our opinion the financial statements of Beneficium Bidco Limited (the 'parent company') and its subsidiaries (the 'group'):
∙give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
∙the consolidated statement of comprehensive income;
∙the consolidated and parent company statements of financial position;
∙the consolidated and parent company statements of changes in equity;
∙the consolidated statement of cash flows; and
∙the related notes 1 to 29.
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).
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 and the parent 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
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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 or 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENEFICIUM BIDCO LIMITED (CONTINUED)
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.
Responsibilities of directors
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As explained more fully in the responsibilities statement, the 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 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 responsible for assessing the 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 either to liquidate the or to cease operations, or no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENEFICIUM BIDCO LIMITED (CONTINUED)
Extent to which the audit was considered capable of detecting irregularities, including fraud
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Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the industry and its control environment, and reviewed the documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the about their own identification and assessment of the risks of irregularities, including those that are specific to the business sector.
We obtained an understanding of the legal and regulatory frameworks that the operates in, and identified the key laws and regulations that:
∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, pensions legislation, tax legislation; and
∙did not have a direct effect on the financial statements but compliance with which may be fundamental to the ability to operate or to avoid a material penalty.
We discussed among the audit engagement team, including relevant internal specialists such as valuations and IT specialists, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for fraud in the following area, and our specific procedures performed to address it are described below:
∙due to the complexity of contracts in place there exists a risk that revenue is recognised in the incorrect accounting period and that accrued income was therefore valued incorrectly: we selected a sample of transactions and agreed to contractual terms to verify that revenue had been recorded in the correct period and at the correct value.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
∙reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
∙reading minutes of meetings of those charged with governance.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BENEFICIUM BIDCO LIMITED (CONTINUED)
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the and environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
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.
Paul Hazelton CA
For and on behalf of Deloitte LLP
Statutory Auditor
110 Queen Street
Glasgow
G1 3BX
29 May 2026
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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As restated (see note 24)
Period ended
31 December
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year/period
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Loss for the year attributable to:
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Owners of the parent company
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There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
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The notes on pages 23 to 50 form part of these financial statements.
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BENEFICIUM BIDCO LIMITED
REGISTERED NUMBER:15544568
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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As restated (see note 24)
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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BENEFICIUM BIDCO LIMITED
REGISTERED NUMBER:15544568
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 23 to 50 form part of these financial statements.
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BENEFICIUM BIDCO LIMITED
REGISTERED NUMBER:15544568
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Profit and loss account brought forward
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Other movements in the profit and loss account
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Profit and loss account carried forward
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BENEFICIUM BIDCO LIMITED
REGISTERED NUMBER:15544568
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COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The Company's loss for the year ended 31 December 2025 was £6,346,535 (period ended 31 December 2024: loss of £5,157,534). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 23 to 50 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Equity attributable to owners of parent company
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Comprehensive income for the period
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Loss for the period (as restated)
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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At 1 January 2025 (as restated)
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Comprehensive income for the year
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Currency translation differences
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Contributions by and distributions to owners
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Share premium reduction (note 21)
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The notes on pages 23 to 50 form part of these financial statements.
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Comprehensive income for the period
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Contributions by and distributions to owners
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Share premium reduction (note 21)
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The notes on pages 23 to 50 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Corporation tax (paid)/received
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Sale of intangible assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Purchase of subsidiaries (net of cash acquired)
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Net cash from investing activities
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Cash flows from financing activities
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Repayment of convertible loans
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cash and cash equivalents at beginning of year
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Foreign exchange gains and losses
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 23 to 50 form part of these financial statements.
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
The notes on pages 23 to 50 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Beneficium Bidco Limited is a private company limited by shares and incorporated in England and Wales. The company's registered number is 15544568 and its registered office address is 3 Dorset Rise, London, England, EC4Y 8EN.
The group consists of Beneficium Bidco Limited and all of its subsidiaries.
2.Accounting policies
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Basis of preparation of financial statements
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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 group management to exercise judgement in applying the group's accounting policies (see note 3).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
The directors have assessed the Group’s ability to continue as a going concern by reviewing financial forecasts and projections covering a period of more than 12 months from the date of approval of these financial statements. This assessment considered the Group’s current and projected financial performance, cashflows and available funding.
As at 31 December 2025, the Group was in a net current liabilities position of £8,704,257. This position is primarily driven by the working capital facility and intercompany balances falling due within one year, and does not reflect any deterioration in the Group's underlying trading position. The directors have considered this position as part of their going concern assessment and are satisfied that it does not give rise to a material uncertainty.
The Group benefits from both external debt facilities and the continued financial support of its parent company. The directors have reviewed the terms and availability of these facilities and are satisfied that they provide adequate liquidity to meet the Group’s obligations and its financial debt covenants as they fall due throughout the assessment period.
Having undertaken this assessment, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP and all values are rounded to the nearest pound (£) except where otherwise stated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation (continued)
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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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised at the fair value of the consideration received or receivable excluding discounts, rebates, value added tax and other sales taxes.
Revenue from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Revenue is recognised when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the company retains no continuing involvement or control over the goods; (c) the amount of turnover can be measured reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the company's sales channels have been met, as described below.
The group's arrangements include multiple deliverables which comprise the delivery of the overall solution for rewards, recognition and benefits provided to its customers. Each of the sales channels below represent a separate deliverable.
(i) Salary sacrifice
The group primarily generates revenue for the provision of salary sacrifice schemes on its platform. Revenue is recognised at the stage of completion of the contract.
(ii) Software licence subscriptions for provision of 'Software as a service' ("Saas").
License Revenue
The group generates revenue from contractual arrangements for the delivery of an online employee rewards and benefits platform to our customers and their employees. Revenue from software licence subscriptions for access to the platform is recognised equally over the period the services are delivered to the client.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
(iii) Transactional revenue
Merchant platform revenue
The group receives revenue from merchants providing content to the platform, including on-site advertising, or referral commissions where a purchase is made on a third-party site following a referral from the platform. This revenue is recognised in the period the service was provided.
Sale of digital vouchers - internet based transactions
Revenue from the resale of discounted digital vouchers on the group's e-commerce redemption website is recognised in the period when the vouchers were dispatched to the customer as follows: Where the group purchases vouchers in advance of a customer order, revenue is recognised at the purchase price paid by the customer and the cost is recognised in cost of sales for the purchase of the voucher. Where the group fulfils a customer order by purchasing the voucher from a third party at the time of the order, and instantaneously transferring it to the customer, the profit margin generated on these transactions is recognised within revenue.
Sale of Points available to redeem on the platform
Our customers may purchase Points for distribution to their employees, either through regular monthly subscription or for ad-hoc rewards. These may be redeemed against specific items on our redemption platform, including digital vouchers or an order for physical merchandise through our third-party partners. Revenue from the sale of Points is recognised when they are redeemed on the platform and the group's obligations in respect of the Points are fulfilled.
Revenue received from customers relating to Points which have not yet been redeemed but are still entitled to be redeemed in the future, is shown as deferred revenue.
Principal/Agent considerations
On the platform, end users have the option to purchase from a catalogue of discounted gift vouchers. The group has a range of relationships with retailers and third party service providers depending on the voucher offering.
The majority of customer orders are fulfilled in real-time at the point of sale through a third party. However in some specific cases, the group fulfils customer orders out of existing stocks of vouchers purchased in advance directly from a retailer or intermediary.
The directors of the group have considered each of the different types of offering and determined that the group acts as Principal to the resale of vouchers where the group is required to purchase stock in advance. For these sales the group has a greater element of control over the transaction, as indicated by exposure to inventory risk and the ability to determine the price the voucher is resold. Where the voucher is procured in real time through a third party service provider, it was determined that the group acts as Agent since the same level of risk and control over the delivery of digital vouchers does not exist.
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Operating leases: the group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Defined contribution pension plan
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.
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 separately from the group in independently administered funds.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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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 income 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 and the group operate and generate 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to profit or loss over its useful economic life.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Intangible assets (continued)
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Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
The estimated useful lives range as follows:
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.
Depreciation is provided on the following basis:
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Over the term of the lease
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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.
*During the year, SME HCI Limited (a subsidiary in the Group) changed its depreciation method for Plant and equipment from the reducing balance method to the straight line method. This change in accounting estimate has been applied prospectively in accordance with FRS 102 Section 10. The effect of this change is not considered material to these financial statements.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.
The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's Statement of Financial Position when the group 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flows expire, or are settled, or when the group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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An analysis of turnover by class of business is as follows:
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As restated
Period ended
31 December
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Voucher transactional revenue
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Analysis of turnover by country of destination:
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As restated
Period ended
31 December
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Gross Transactional Revenue
Gross transactional value is an indication of all activity which has been billed by the group to its clients and digital vouchers resold through the group. Turnover recognised from the sale of goods and digital vouchers is recognised at the net value when significant risks and rewards of ownership have been passed to the buyer, usually on the dispatch of goods and digital vouchers.
The group is considered to be agent for billing of £88,543,038 of the total value of £196,855,674 which is expected to increase as we are moving more voucher brands to third party providers via API.
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Voucher resale for revenue recognised as agency
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The operating loss is stated after charging:
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Depreciation of owned tangible fixed assets
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Amortisation of intangible assets
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During the year, the group obtained the following services from the company's auditors and their associates:
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Fees payable for the audit of the consolidated and parent company's financial statements
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Fees payable for the audit of the company's subsidiary financial statements
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs, including directors' remuneration, were as follows:
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Year ended 31 December 2025
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Period ended 31 December 2024
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Year ended 31 December 2025
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Period ended 31 December 2024
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
The highest paid director received remuneration of £270,000 (2024: £317,159).
|
|
|
The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,027 (2024: £1,472).
|
|
|
Interest receivable and similar income
|
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|
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|
|
Interest on bank deposits
|
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|
Other interest receivable
|
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Interest payable and similar expenses
|
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Interest on bank overdrafts and loans
|
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Other loan interest payable
|
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|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
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|
|
|
Current tax on losses for the year/period
|
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|
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|
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Origination and reversal of timing differences
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|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
|
|
Factors affecting tax credit for the year/period
|
|
|
The tax assessed for the year/period is lower than (2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|
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|
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As restated
Period ended
31 December
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before tax
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
|
|
|
|
|
|
|
|
|
Utilisation of tax losses
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
Provisions not provided for
|
|
|
|
|
|
|
|
|
|
Unrelieved tax losses carried forward
|
|
|
|
|
Depreciation on assets not qualifying for tax allowances
|
|
|
|
|
Amortisation on assets not qualifying for tax allowances
|
|
|
|
|
Research and development tax credit
|
|
|
|
|
Deferred tax adjustments in respect of prior years
|
|
|
|
|
|
|
|
|
|
Total tax credit for the year/period
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
Operational and system restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2025, the group made some changes to its operating structure, and therefore redundancy costs £1,476,236 (2024: £2,229,144) and integration costs £1,876,282 (2024: £758,990) were incurred. Other exceptional items of £2,531,462 (2024: £959,119) relate to legal and professional fees to streamline the group's corporate structure, resolution of historical HMRC enquiries and service disruption compensation payments.
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2025 (as restated)
|
|
|
|
|
|
|
Additions - business combinations (note 23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2025 (as restated)
|
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|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Intangible assets (continued)
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Long-term leasehold property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions - business combinations (note 23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
14.Tangible fixed assets (continued)
|
|
The net book value of land and buildings may be further analysed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The company had no tangible fixed assets at 31 December 2025 (2024: £Nil).
|
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
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|
|
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|
|
|
|
|
|
Work&Life Partners Limited*
|
|
|
|
|
|
Lets Connect IT Solutions Limited*
|
|
|
|
|
|
Vivup Financial Services Ltd*
|
|
|
|
|
|
The Employee Resilience Company Limited*
|
|
|
|
|
|
Love Electric Financial Services Ltd*
|
|
|
|
|
|
Love Electric Protection Ltd*
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
|
|
* indirect subsidiary holdings
During the year, the group undertook a reorganisation of its legal and operating structure with the objective of simplifying the holding company structure and consolidating its operating activities into a single principal operating entity.
As part of the reorganisation:
∙On 28th August 2025, the assets and liabilities of Perkbox Limited and Lets Connect IT Solutions Limited were transferred to SME HCI Limited. Both entities were subsidiaries of SME HCI Limited. See Note 23 Business combinations for more details.
All transactions formed part of an internal group reorganisation and were undertaken at book value. As a result, the reorganisation had no impact on the consolidated profit, net assets or cash flows of the group. There was no change in the ultimate ownership or control of the group as a result of these transactions.
On 23 December 2025, SME HCI Limited, a wholly owned subsidiary of Beneficium Bidco Limited, acquired 100% of the issued share capital of Love Electric Financial Services Limited, a company incorporated in Scotland, for a consideration of £15,644,831. The company gained 100% control over Love Electric Financial Services Limited and Love Electric Protection Limited, a wholly owned subsidiary of Love Electric Financial Services Limited.
|
|
|
Raw materials and consumables
|
|
|
|
|
|
|
|
|
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks are stated after provisions for impairment of £Nil (2024: £Nil).
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by parent companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by parent companies are interest free, repayable on demand and unsecured.
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to parent companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to parent companies are interest free, repayable on demand and unsecured.
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The applicable interest for the Senior term loan was a rate of SONIA plus 5.5%pa with a term of 7 years from 28 June 2024.
The company has granted a debenture in favour of Glas Trust Corporation Limited, which provides fixed and floating charges over all present and future assets of the company as security for amounts owed.
|
|
|
|
|
|
|
|
|
|
|
|
|
Arising on business combinations
|
|
|
|
|
|
|
|
|
|
The deferred tax balance is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset - due after one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
245,952,205 (2024: 245,901,193) Ordinary shares of £0.0100 each
|
|
|
On 30 April 2025, 51,011 Ordinary £0.01 shares were issued at a premium of £50,501 above nominal value.
On 27 August 2025, the share premium of the Company was reduced by a written resolution from £243,547,911 to £Nil.
Following on from this, on 23 September 2025, an additional 1 Ordinary £0.01 share was issued at a premium of £19,166,052 above nominal value.
The Ordinary shares entitle the holders to equal voting and dividend rights.
Share premium account
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Profit and loss account
The profit and loss account represents cumulative profits, losses and total other comprehensive income.
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
On 23 December 2025, the group acquired 100% of the issued share capital of Love Electric Financial Services Limited and Love Electric Protection Limited. Love Electric Protection Limited is a wholly owned subsidiary of Love Electric Financial Services Limited. A loss of £344,421 was included in the consolidated results of the Group for the 8 days to 31 December 2025.
|
|
Acquisition of Love Electric Financial Services Limited and Love Electric Protection Limited
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
During the year, we identified that accrued income had been overstated in previous financial periods. The resulting net assets acquired in the 2024 financial statements were also overstated resulting in an understatement of acquired goodwill. Accordingly these amounts have been restated.
|
|
|
|
|
|
At 31 December 2024 (as restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions totalling £413,776 (2024: £398,413) were payable to the fund at the reporting date and are included in creditors.
The pension charge included within administrative expenses for the year ended 31 December 2025 was £942,198 (period ended 31 December 2024: £435,877).
|
|
Commitments under operating leases
|
|
|
At the reporting date the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Related party transactions
|
|
|
At the balance sheet date, the Group owed £464,971 (2024: £482,904) to Beneficium Topco Limited, an intermediate parent company.
At the balance sheet date, the Group owed £590 (2024: £nil) to Beneficium Aggregator Limited, its ultimate parent company.
At the end of December 2024, the group was owed £51,011 by Beneficium Midco Limited, its immediate parent company. There is nothing owed by December 2025.
All loans are interest free and repayable on demand.
|
Since the balance sheet date of 31 December 2025, the Board have entered into an agreement to transfer the employees of The Employee Resilience Company (an indirect and wholly owned subsidiary), to Optima under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). The transfer is expected to be completed in June 2026.
The Directors do not consider this to be an adjusting event under FRS 102. The financial statements have therefore been prepared on the basis that The Employee Resilience Company remains part of the Group as at the balance sheet date.
The company is a subsidiary of Beneficium Midco Limited. The ultimate parent company is Beneficium Aggregator Limited, a company registered in England and Wales. The only shareholder of this company is GHP SPV 5 Agg, LP, a company incorporated in the United States.
Beneficium Aggregator Limited prepare consolidated accounts for which copies are available from Companies House.
|