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Registered number: 12840769
COLUMBUS UK HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLUMBUS UK HOLDINGS LIMITED
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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COLUMBUS UK HOLDINGS LIMITED
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CONTENTS
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Independent Auditor's Report to the Members of Columbus UK Holdings Limited
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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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Notes to the Financial Statements
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COLUMBUS UK HOLDINGS LIMITED
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Principal activities and results
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The company, which trades as RightSpend, is a global leader in marketing cost analysis and agency compensation assessment and review. Over the last year the business worked with over eighty global brands assessing and benchmarking $billions in marketing compensation, backed by a team of industry experts. The unique data and insights have empowered transparent agency negotiations and given Marketing and Procurement more control.
The financial year 2025 finished strongly and is expected to result in increased revenue growth and profitability in 2026.
Following the launch of its AI Procurement Co-Pilot in 2024, RightSpend further enhanced its platform in 2025 with the development and launch of RightAgency. RightAgency transforms how brands discover and select agency partners, providing a streamlined process with fast searches, precision matching, and instant shortlists.
The company was pleased to continue meet the requirements of the new ISO/IEC 27001:2022 in the year. ISO 27001 is one of the most recognised global standards for Information Security Management Systems and shows that an organisation or business has instituted a robust system to manage the risks associated with the security of its data, whether owned or managed, aligning with the best practices and principles codified in this International Standard.
The operating loss of $939,001 (2024: $346,810) on a consolidated basis included $2,657,717 (2024: $2,602,073) of intangible asset amortisation, a non cash item. That significant non-cash item resulted in positive cash generation from operating activities of $2,956,212 (2024: $2,046,788). After investing and financing activities, there was a net decrease in cash and cash equivalents of $132,904 (2024: increase of $470,663) for the year.
The directors who served during the year, and up to the date of signing this report, were:
Directors' Responsibilities Statement
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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 FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the company and group for that period. In preparing these financial statements, the directors are required to:
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COLUMBUS UK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' Responsibilities Statement (continued)
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Qualifying third party indemnity provisions
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Third party directors and officers insurances, a qualifying third party indemnity provision, was provided for all directors and officers of the company during the year and at the date of approval of the financial statements under a policy in the name of the company.
The group meets its day-to-day working capital requirements from operational cash flows. The group’s forecasts and projections which have been prepared to 31 December 2027 and used for the going concern assessment period to 30 April 2027, taking account of reasonably possible changes in trading performance, show that the group should be able to operate without the need for additional facilities. In particular, the directors have taken account of the following:
∙the deferral of future A and B loan note interest payments which has been agreed by the A and B loan note holders; and
∙the ability not to commit to budgeted overhead increases should budgeted revenue growth not materialise.
As at 31 December 2025 the loan notes and accrued interest were due for repayment in September 2026. Subsequent to the year-end, the loan note and accrued interest repayment was extended to September 2027 which is beyond the going concern assessment period.
Whilst the directors have considered until April 2027 when concluding on going concern, other longer term foreseeable events have been considered, including the loan note repayment in September 2027. Therefore, the directors have sought and received confirmation from the loan note holders that it is their current intention to not demand repayment should the company have insufficient liquidity to satisfy such a demand.
After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence beyond the going concern assessment period. The group therefore continues to adopt the going concern basis in preparing its financial statements.
In March 2026 the repayment date for the loan notes and the loan note interest accrued was extended from September 2026 to September 2027. Details of the loan notes and accrued interest are set out in notes 10 and 11.
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COLUMBUS UK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditor
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The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and
∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COLUMBUS UK HOLDINGS LIMITED
We have audited the financial statements of Columbus UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
∙the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;
∙the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the group and the parent 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
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We are responsible for concluding on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's and of the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group and the parent company to cease to continue as a going concern.
In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's and of the parent company's business model including effects arising from macro-economic uncertainties, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group and the parent company's financial resources or ability to continue operations over the going concern period.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COLUMBUS UK HOLDINGS LIMITED (CONTINUED)
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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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
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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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COLUMBUS UK HOLDINGS LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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In the light of the knowledge and understanding of the group and the parent company and their 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; 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' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on pages 1 to 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COLUMBUS UK HOLDINGS LIMITED (CONTINUED)
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
∙We obtained an understanding of the legal and regulatory frameworks applicable to the group and industry in which it operates through our general commercial and sector experience and discussions with management. We determined that the following laws and regulations were most significant:
∙We understood how the group is complying with those legal and regulatory frameworks by making inquiries to the management and those charged with governance. We corroborated our enquiries through our review of board minutes.
∙We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by making enquires of management and those charged with governance. We utilised internal and external information to corroborate these enquiries and to perform a fraud risk assessment for the group as a whole. We considered the risk of fraud to be higher through the potential of management override of controls.
∙Our audit procedures involves:
∙These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;
∙The engagement lead’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s:
∙We communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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 Auditor's Report.
Use of our report
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COLUMBUS UK HOLDINGS LIMITED (CONTINUED)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Thomas Harrison ACA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Crawley
31 March 2026
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COLUMBUS UK HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest payable and similar expenses
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Loss for the financial year
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Cumulative translation adjustment
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Other comprehensive (loss)/income for the year
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Total comprehensive loss for the year
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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 15 to 33 form part of these financial statements.
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COLUMBUS UK HOLDINGS LIMITED
REGISTERED NUMBER:12840769
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CONSOLIDATED 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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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 33 form part of these financial statements.
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COLUMBUS UK HOLDINGS LIMITED
REGISTERED NUMBER:12840769
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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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The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. 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 company generated a loss after taxation of $812,487 (2024: $2,489,536) for the year.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 33 form part of these financial statements.
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COLUMBUS UK HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive loss for the year
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Cumulative translation adjustment
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Total comprehensive loss for the year
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Comprehensive loss for the year
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Cumulative translation adjustment
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Total comprehensive loss for the year
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The notes on pages 15 to 33 form part of these financial statements.
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COLUMBUS UK HOLDINGS LIMITED
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive loss for the year
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Cumulative translation adjustment
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Total comprehensive loss for the year
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Comprehensive loss for the year
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Cumulative translation adjustment
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Total comprehensive loss for the year
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The notes on pages 15 to 33 form part of these financial statements.
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COLUMBUS UK HOLDINGS LIMITED
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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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Unrealised and realised foreign exchange loss/(gain)
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Depreciation of tangible assets
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Amortisation of intangible assets
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Decrease/(increase) in debtors
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Increase/(decrease) in creditors
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Fair value on forward contract
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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 tangible fixed assets
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Purchase of intangible fixed assets
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Net cash used in investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Effect of foreign exchange on cash
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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 15 to 33 form part of these financial statements.
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Columbus UK Holdings Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 12840769, and its registered head office is located at 1 Fore Street Avenue, Moorgate, London, EC2Y 9DT.
2.Accounting policies
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Basis of preparation of financial statements
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The consolidated 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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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.
The group meets its day-to-day working capital requirements from operational cash flows. The group’s forecasts and projections which have been prepared to 31 December 2027 and used for the going concern assessment period to 30 April 2027, taking account of reasonably possible changes in trading performance, show that the group should be able to operate without the need for additional facilities. In particular, the directors have taken account of the following:
∙the deferral of future A and B loan note interest payments which has been agreed by the A and B loan note holders; and
∙the ability not to commit to budgeted overhead increases should budgeted revenue growth not materialise.
As at 31 December 2025 the loan notes and accrued interest were due for repayment in September 2026. Subsequent to the year-end, the loan note and accrued interest repayment was extended to September 2027 which is beyond the going concern assessment period.
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Going concern (continued)
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Whilst the directors have considered until April 2027 when concluding on going concern, other longer term foreseeable events have been considered, including the loan note repayment in September 2027. Therefore, the directors have sought and received confirmation from the loan note holders that it is their current intention to not demand repayment should the company have insufficient liquidity to satisfy such a demand.
After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence beyond the going concern assessment period. The group therefore continues to adopt the going concern basis in preparing its financial statements.
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Foreign currency translation
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Functional and presentation currency
The company's functional currency is GBP but has chosen to use USD as its presentational currency and all values are rounded to the nearest dollar ($) 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.
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 'administrative expenses'.
On consolidation, the results of overseas operations are translated into USD 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.
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the group will receive the consideration due under the contract; and
∙the stage of completion of the contract at the end of the reporting period can be measured reliably.
The group has two main sources of revenue:
∙Revenue from subscription based Software-as-a-Service products - this is typically invoiced at the start of the term and recognised on a straight-line basis over the term of the license.
∙Revenue from consulting projects - this is typically invoiced at the start and end of the project with revenue recognised as the project is fulfilled.
Other operating income includes miscellaneous income and fair value on forward contracts.
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.
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.
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COLUMBUS UK HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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 the Consolidated Statement of Comprehensive Income over its useful economic life of ten years.
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COLUMBUS UK HOLDINGS LIMITED
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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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Development expenditure
Costs associated with maintaining computer software are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets when the following criteria are met:
∙it is technically feasible to complete the software so that it will be available for use;
∙management intends to complete the software and use or sell it;
∙there is an ability to use or sell the software;
∙it can be demonstrated how the software will generate probable future economic benefits;
∙adequate technical, financial, and other resources to complete the development and to use or sell the software are available; and
∙the expenditure attributable to the software during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Development costs that are capitalised are amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over their useful economic life of three years.
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:
Computer equipment - Three years
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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COLUMBUS UK HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
As of 31 December 2025, the group held $336,465 (2024: $313,640) in restricted cash. This amount is held in a separate bank account as security for a foreign currency forward contract facility and is not available for general use by the group until the group decides it no longer requires the facility and the security is released. The restricted cash is classified as a current asset in the Statement of Financial Position.
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 within the operating cycle fall into this category of financial instruments.
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.
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COLUMBUS UK HOLDINGS LIMITED
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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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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.
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.
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COLUMBUS UK HOLDINGS LIMITED
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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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Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow 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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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Estimates
Loan notes (see note 11)
The directors have acknowledged a cancellation provision included within the terms of the loan notes which in effect contractually limits the loan note holders' return based on the value of the business at time of exit. The directors consider that the non-basic classification under recognition and measurement of FRS 102 would not reflect the true commercial substance of the arrangements and have therefore elected to adopt the recognition and measurement criteria of "IFRS 9 Financial Instrument", being amortised cost accounting using the effective interest rate method. The cancellation provision, in effect, is considered to be an embedded derivative and is therefore recognised on the balance sheet at fair value using valuation techniques estimated by the directors with movements in fair value directly recognised within Statement of Comprehensive Income. The directors consider the intrinsic and time value of the derivative to be immaterial at inception and as at 31 December 2025 on the basis of the group's current and anticipated performance.
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Judgements
Capitalisation of Research and Development
The research and development policy has been set according to management's experience of software development projects and the typical useful life of software developed for sale. Only where development work can be evidenced to generate ongoing or future revenues are amounts capitalised. Most capitalised development costs are incurred with third-party developers. For internal development activities, it is not considered practical to identify each unit of development and capitalise accordingly; as such management capitalises overall project time by relevant staff using a proportion of salary costs. Third-party expenditure is capitalised on an invoice cost basis. Amortisation is based on the period over which the completed software project is expected to generate revenue. The directors review annually for indicators of impairment across its research and development assets. Management feels the amortisation charged in the period is a fair reflection of the benefits derived from the consumption of the intangible fixed assets in use during the period.
The average monthly number of employees, including directors, during the year was 17 (2024: 18).
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of $343,201 (2024: $318,389).
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The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $1,734 (2024: $1,687).
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
6.Intangible assets (continued)
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
7.Tangible fixed assets (continued)
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following were subsidiary undertakings of the company:
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260 Madison Avenue, 8th Floor, New York, NY 10016
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260 Madison Avenue, 8th Floor, New York, NY 10016
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260 Madison Avenue, 8th Floor, New York, NY 10016
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RightSpend Singapore Pte Limited
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10 Anson Road, 12-14 International Plaza, Singapore 079903
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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A provision for impairment of $Nil (2024: $Nil) was recognised against trade debtors.
Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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10% Fixed Rate A1 Secured GBP due 2026
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10% Fixed Rate A2 Unsecured GBP due 2026
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10% Fixed Rate A3 Secured GBP due 2026
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10% Fixed Rate A4 Unsecured GBP due 2026
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10% Fixed Rate B1 Secured GBP due 2026
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10% Fixed Rate B2 Unsecured GBP due 2026
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10% Fixed Rate B3 Secured GBP due 2026
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10% Fixed Rate B4 Unsecured GBP due 2026
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10% Fixed Rate C1 Unsecured USD due 2026
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10% Fixed Rate C2 Unsecured USD due 2026
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On 4 September 2020 Columbus UK Holdings Limited and Columbus US Topco Limited issued a series of loan notes which at 31 December 2025 were due for repayment in September 2026 or, if earlier, upon the date of a sale or listing of the company. Interest accrues at 10% payable quarterly in arrears.
The balances at 31 December 2024 and 2025 for the A and B notes include an amount equal to the interest for the period from 4 September 2020 to 31 March 2021 which has been capitalised in accordance with the terms of the loan notes.
In March 2026 the repayment date for the loan notes and the loan note interest accrued was extended from September 2026 to September 2027.
Charge code 128407690003 dated 14 October 2021 with Lloyds Bank PLC contains a fixed charge and negative pledge. Charge code 128407690002 dated 4 September 2020 with LDC (Managers) Limited contains a fixed charge, a floating charge and negative pledge. Charge code 128407690001 dated 4 September 2020 with LDC (Managers) Limited contains a fixed charge and negative pledge.
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Fair value and exchange movements
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Loan note interest payable
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Authorised, allotted, called up and fully paid
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1 (2024: 1) Ordinary share of £0.10
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68,959 (2024: 68,959) A Ordinary shares of £0.02 each
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11,041 (2024: 11,041) B Ordinary shares of £0.10 each
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20,000 (2024: 20,000) C Ordinary shares of £0.10 each
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The A Ordinary Shares, B Ordinary Shares and C Ordinary Shares are all voting shares subject to the provisions of the company’s Articles of Association. Except as provided otherwise in the Articles of Association, the A Ordinary Shares, the B Ordinary Shares, and the C Ordinary Shares rank pari passu, but constitute separate classes of Shares.
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. The pension cost charge represents contributions payable by the group to the fund and amounted to $141,342 (2024: $91,564). Contributions totalling $7,836 (2024: $7,443) were payable to the fund at the reporting date and are included in creditors.
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Derivative financial instruments – Forward contracts
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The group enters into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2025, the group was committed to buy £1,000,000 (2024: £Nil) and pay a fixed USD amount of $1,359,579 (2024: $Nil).
The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key inputs used in valuing the derivatives are the forward exchange rates for GBP:USD. The fair value of the forward-foreign currency contracts is $14,588 (2024: $Nil), included within other debtors.
As at 31 December 2025 an amount of $336,465 (£250,000) (2024: $313,640 (£250,000)) was held in a separate bank account to provide security for the forward currency trading facilities.
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Related party transactions
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The group had a transaction with Lloyds Development Capital for a monitoring fee charge during the year of $181,888 (2024: $169,883), while $16,050 (2024: $14,318) was outstanding at the Statement of Financial Position date.
See note 5 for disclosure of the directors' remuneration.
Of the loan notes as disclosed in note 11, the accrued interest as disclosed in note 10 and the interest charged per the Consolidated Statement of Comprehensive Income, the following amounts pertain to related parties:
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Lloyds Development Capital
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Lloyds Development Capital
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Lloyds Development Capital
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COLUMBUS UK HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions (continued)
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Lloyds Development Capital
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Lloyds Development Capital
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In accordance with FRS 102 Section 33.1A, the company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Columbus UK Holdings Limited group.
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In March 2026 the repayment date for the loan notes and the loan note interest accrued was extended from September 2026 to September 2027. Details of the loan notes and accrued interest are set out in notes 10 and 11.
The company is owned by a number of funds and private shareholders, none of whom own more than 50% of the voting rights of the company. Accordingly, the directors are of the opinion that there is no single ultimate controlling party.
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