The directors present the strategic report for the year ended 31 December 2025. Please note that the period ended 31 December 2024 was the first period of account, and due to differing reporting periods, any comparatives presented in the strategic report may not be entirely comparable.
1. Fundamentals of the group
1.1 The group's business model
Vantage Holdco Limited is the parent company of TIS Group GmbH (hereinafter also referred to as the "TIS Group"). The operating business is largely operated by Vantage Holdco Limited's 89% German subsidiary, Treasury Intelligence Solutions GmbH.
The TIS Group develops and sells a comprehensive Software-as-a-Service ("SaaS") solution for the "Office of the CFO". The software establishes end-to-end connectivity between customers' back office systems and their banks, suppliers and business partners worldwide, thus steering the optimisation of key treasury activities, such as cash forecasting, working capital insights, international payments, fraud prevention and compliance.
The TIS Group combines the experience and expertise in financial management and cloud computing to offer its customers a secure and scalable solution. The software is used as a web application by companies operating internationally. It is integrated into the customer’s existing ERP systems in compliance with high security standards, in particular ISO 27001, as well as relevant SAP certifications.
1.2 Group strategy
In 2025, the TIS Group continued to develop through organic growth in the EMEA and American ("USA") regions.
Organic growth was driven by the strengthening of the company's own sales network and cooperation with external sales partners. In addition, internationalisation in the USA as a growth market was further advanced. The TIS Group's DNA software was strengthened by further investments in the expansion of applications. The focus here was on Artificial Intelligence ("AI") functionalities and additional modules around the core functions of payments and cash management, cash flow forecasting and fraud prevention.
2. Economic Report
2.1 Macroeconomic and sector-specific development
The TIS Group focuses on the EMEA and USA regions.
Europe: Real gross domestic product in the European Union increased by 1.5% in 2025 (source: Eurostat). The overall economic development in the main market of the TIS Group, Germany, developed positively again after the decline in the previous year. Real gross domestic product increased by 0.2% in 2025 (source: Federal Statistical Office).
According to the industry association Bitkom, the market in the information technology sector (IT hardware, software and IT services) grew stably above the stagnating macroeconomic environment. Compared to the previous year, the IT market recorded growth of 3.9%. The software segment once again developed particularly dynamically, achieving a growth rate of 9.5% in 2025, according to Bitkom, and thus continued to act as a key growth driver of the digital economy.
North America: Gross domestic product in the USA increased by around 2.1% in real terms in 2025 (source: Statista). The USA continues to be the world's largest single market – ahead of Germany, Japan, the United Kingdom and China for Software (Source: Statista). The global software market grew by around 10.5% in 2025, measured by global software output, and thus clearly reflects overall economic development (source: Gartner).
2.2 Situation of the group
a. Net assets
Net assets as of 31 December 2025 decreased from €119,613k to €106,108k compared to the previous year. This is mainly due to the loss incurred during the year.
In addition, intangible assets decreased by 2% from €177,925k to €174,095k in the financial year. The decline is mainly due to the scheduled amortisation of intangibles acquired as part of the business combination in the prior period.
Trade receivables increased from €3,771k in the previous year to €6,769k as the TIS Group has continued to grow its revenue.
Other receivables decreased from €3,122k in the previous year to €1,647k. The decrease of €1,475k is mainly due to decreased deposits with international workforce management service providers.
Regarding other liabilities, as in the previous period, the largest single item of €59,588k (2024: €59,345k) is accounted for by the loan from Golub Capital.
b. Financial position
Cash and cash equivalents from cash and credit balances at banks amounted to €11,166k as of 31 December 2025, an increase of €117k compared to the previous period. This was mainly due to the positive cash flow from operating activities as a result of the lower consolidated net loss for the year, and high non-cash depreciation and amortisation. Investment in PPE activity remained at a low level of €280k, while the negative cash flow from financing activities was mainly attributable to lease interest payments and reduced inflows from borrowings and capital (equity) increases.
During the 2025 financial year and as of 31 December 2025, the TIS Group was able to meet its payment obligations at all times.
The liquidity of the TIS Group continues to be secured by the conclusion of growth financing and majority acquisition in 2024 by the private equity group, Marlin Equity Partners.
c. Results of operations
The development of the TIS Group's earnings situation in the 2025 financial year was significantly influenced by the development of the Software-as-a-Service business. Due to the fact that the reporting periods are not identical, a direct comparison of the earnings situation with the previous period is only possible to a limited extent.
The TIS Group's key financial performance indicator is the Annual Recurring Revenue ("ARR"). The ARR represents the annual recurring revenue.
The growth in annual recurring revenue gives a clear picture of the development of the TIS Group's Software-as-a-Service business.
The TIS Group pays great attention to the growth of net new business, which is measured by the ARR. The ARR is a recording of all new orders in a given period minus new orders for which the following criteria apply:
• The turnover resulting from the orders is recurring annually;
• The results of ongoing contracts with new customers or existing customers;
• Amounts are converted over a period of one year.
ARR grew 8% (2024: 13%), below the prior-year expectation of 20%, reflecting macro headwinds and slower conversion of new orders. Management continues to see resilient demand but has adjusted execution plans accordingly. Growth was thus only slightly below the software industry's market level of around 9.5%. In addition, it must be taken into account that some of the new orders achieved in the reporting year will not be reflected in revenue until the following year, which creates additional growth potential for the coming year.
Another key financial performance indicator of the TIS Group is adjusted cash EBITDA. This figure represents the operating result before depreciation and amortisation and special items. Adjusted Cash EBITDA provides a clear view of the profitability of the TIS Group's operational Software-as-a-Service business.
Revenue increased by €17,341k to €38,410k in the 2025 financial year (previous period: €21,069k as restated). The increase is mainly due to the full-year effect of the acquisition in the previous period as well as organic growth as a result of new customer acquisitions and contract extensions for existing customers.
Adjusted Cash EBITDA amounted to €4,253k in the 2025 financial year, versus (€10,013k) in the prior period as restated. This positive development is largely attributable to consistently improved cost management and underlines the solid operating performance and resilience of the business model – even in a challenging market environment.
The average number of employees, including management, was 208 as of 31 December 2025 (previous period: 210). Despite the almost unchanged number of employees, personnel expenses decreased from €36,973k in the previous period to €21,156k. The increased expense base in the previous year was mainly influenced by one-off costs, in particular the payment of the VSOP in the course of the majority takeover by Marlin Equity Partners.
Depreciation and amortisation of intangible assets and property, plant and equipment stood at €6,064k as planned.
The overall result of the financial year 2025 is a consolidated net loss of €13,789k, which was mainly due to the planned depreciation, amortisation and finance costs.
d. Overall statement
The 2025 financial year was characterised by a targeted expansion of business activities in EMEA and the Americas, as well as the associated strategic growth investments. These initiatives have laid the foundation for sustainable future growth and further strengthened the Group's international presence.
Against the backdrop of a challenging market environment, ARR growth developed solidly, while at the same time, measures to increase cost and earnings efficiency were consistently implemented. Disciplined management led to a clearly positive Adjusted Cash EBITDA.
Overall, the development in the 2025 financial year underlines the high level of operational stability, the efficiency of the business model and the company's ability to grow profitably even in challenging conditions and, at the same time, lay the foundation for future scaling.
3. Forecast, Opportunities and Risk Report
3.1 Forecast report
The TIS Group plans further growth in ARR for the 2026 financial year by 8% p.a. through new customer business and expansion of business with existing customers. In addition, the expansion of sales in the USA will be driven forward. Also the expansion of partnerships to expand the product portfolio and sales channels is planned. In addition, the TIS Group is investing in new services to further improve customers' business-critical processes around payments and cash flow forecasting and make them secure.
For 2026, the industry association Bitkom expects growth of 4.4% in the market for information technology (IT hardware, software and IT services). In the software segment, to which the TIS Group belongs, an increase of 10.2% is forecast. Management is thus planning for the TIS Group to, once again, grow its ARR in the double-digit percentage range and above the market average.
In addition, the TIS Group plans to increase adjusted cash EBITDA to around €7,000k for the 2026 financial year, thus further expanding operating profitability.
3.2 Opportunity report
The following summary of the opportunities and risks generally refers to a period of one year.
Through its strategic focus on cash management and cash, the TIS Group forecasts expect continuing demand for their software solutions in the coming years. Increasing international requirements are driving the need for greater transparency, controllability, and forecast reliability in treasury, creating an attractive market environment.
Digital Transformation and Cyber Crime
The ongoing digital transformation of finance functions as well as the ongoing increasing risks of cyber‑crime influence the requirements of companies to manage their treasury and financial systems and thus have an indirect positive effect on demand and the growth prospects of the TIS Group.
In particular, the core functions of TIS software solutions – transparency in payment transactions, real-time overview of liquidity positions and reliable cash forecasts – are becoming increasingly important for internationally active companies. Centralised, digital control of financial processes is increasingly coming into focus against the backdrop of increasing geopolitical uncertainties, increased regulatory requirements, and growing compliance and security requirements.
The ongoing trend towards the digitisation of finance‑function, combined with increasing requirements on IT security, governance and liquidity management, leads to a growing acceptance by Cloud‑based treasury solutions. The possibility of mapping cash flows and liquidity positions transparently, securely and consistently represents significant added value and offers the TIS Group the opportunity to further increase demand for its software solutions in the medium term.
Uncertainty in the global political situation
The ongoing global political uncertainties have further highlighted the importance of transparency about liquidity positions, as well as international capital and payment flows. In particular, geopolitical conflicts, economic tensions and increasingly complex sanctions and regulatory regimes are increasing the demands on the treasury management of internationally active companies.
Against this backdrop, the TIS Group expects demand for its software solutions to develop positively in the medium term. In particular, functions such as cash management, sanctions screening and the transparent mapping of payment transactions and liquidity help companies to identify risks at an early stage, comply with regulatory requirements and efficiently manage their financial flows.
The growing significance of risk minimisation, compliance and control security in international payment transactions thus offers the TIS Group additional growth potential in an increasingly complex global environment.
Product expansion
The continuous further development and enlargement of the product portfolio to include newly developed add-on modules as well as AI‑supported functions opens up additional growth potential for the TIS Group. In particular, there is the possibility of expanding business with existing customers through functional extensions and at the same time further increasing the attractiveness of the software solutions for new customers.
The distinctive software DNA of the TIS Group as well as its own high-performance development team enable a fast, flexible and market-oriented implementation of new requirements. This allows us to react promptly to changing customer needs, regulatory requirements and technological developments. This offers the TIS Group the opportunity to strengthen its competitive position in the long term and to realise additional sales potential in the medium term.
Cooperations and sales partnerships
In addition, the TIS Group continues to pursue the expansion of cooperations, integrations and strategic sales partnerships. These developments aim to expand the range of functions of the software solutions in a targeted manner, to simplify or standardise other critical finance and treasury processes, and to improve integration into customers' existing system landscapes.
At the same time, such partnerships offer the opportunity to increase the reach of the TIS Group's sales channels and open up new customer segments. In particular, cooperations with technology, ERP, banking and platform partners can help to further strengthen the market position of the TIS Group and realise additional growth potential in the international environment.
3.3 Risk report
The TIS Group is legally obliged to point out material risks of future development that may have a threat to its continued existence or have a significant impact on its net assets, financial position or results of operations. The following illustrates the possible events that have determinable probability of occurrence, amount or extent of the impairment. All of the risks mentioned can occur individually or cumulatively.
A risk is understood to mean the risk that events, developments or actions will prevent the TIS Group from achieving its goals.
Liquidity and financing risk
The TIS Group pursues an international growth strategy with investments in new markets as well as continuous further development of its own software. Expenses for product development are capitalised in accordance with IAS38.
In 2025, the company has a deliberately planned negative net result. The adjusted cash EBITDA, the key performance indicator for the profitability of the TIS Group's operational Software-as-a-Service business, will show a surplus of €4,253k in 2025.
The liquidity of the TIS Group has been sustainably strengthened due to a growth investment and majority acquisition by the private equity company Marlin Equity Partners completed in 2024 with a view to further the planned growth of the company. In addition, the company has access to an unused liquidity line of €10,000k.
As a result, the TIS Group can operate as a liquid business. The TIS Group expects to increase adjusted cash EBITDA to €7,000k in 2026. Overall, the risk is considered to have a low probability of occurrence.
Competitive risks
The TIS Group operates in a highly competitive market environment characterised by a high degree of innovation. The development and further development of the software solutions requires a considerable investment of time and financial resources. In principle, there is a risk that competitors will introduce innovative solutions or functionalities to the market more quickly, which can lead to adverse effects on sales and earnings development in the medium to long term.
The increasing use of AI technologies creates competitive pressure. In particular, if competitors corresponding applications operate faster or more efficiently.
For the 2026 financial year, the TIS Group does not expect a significant tightening of the competitive situation. The market environment continues to be characterised by dynamic developments, without any unusual market distortions being discernible from today's perspective.
Overall, the TIS Group considers itself well positioned due to its many years of experience in the development of cloud-based software solutions, its distinctive product and software expertise and its close focus on the requirements of its international customers. This also applies with regard to the increasing application of AI technologies. Due to the ongoing investments in AI-related developments, the resulting competitive risk is currently estimated to be limited. Based on the current assessment will be the competition risk continue a low probability of occurrence.
IT risks
The solutions of the TIS Group depend on functioning IT systems and data processing. There is a risk of technical failures or errors in the software. These can have a negative impact on business. Suitable organisational and technical frameworks for risk minimisation have been implemented and certified. Overall, the risk is considered to have a low probability of occurrence.
Macroeconomic risks
As outlined in the Opportunities Report, the TIS Group's main sales markets will continue to be affected by an overall tense macroeconomic outlook in the 2026 financial year. Persistent geopolitical conflicts, economic policy uncertainties and an overall subdued economic environment can generally have a dampening effect on companies' investment decisions and thus also influence the demand behaviour of customers.
From today's perspective, however, it is clear that the purchase of and usage behaviour of the existing customer base is only influenced to a limited extent by the current macroeconomic situation. In addition, the TIS Group is not dependent on individual major customers and, due to its international orientation and flexible sales structure, has the opportunity to address and acquire new potential customers in a targeted manner. The legal representatives of the TIS Group monitor the macroeconomic and geopolitical developments on an ongoing basis and assess their potential impact on the wealth, finance and earnings situation regularly.
Overall, the TIS Group and the immediate negative influences of the macroeconomic environment on its future development in the 2026 financial year is currently considered low. The macroeconomic risk is therefore considered to have a low probability of occurrence.
3.4 Overall statement
The focus for the 2026 financial year is on internationalisation into the USA, the further expansion of the sales network in Europe and the expansion of existing customer business. Growth is to be achieved through cooperation with sales partners and partnerships, among other things with banks and product partners. Investments in the development of additional services around the core functions are planned. On the basis of the forecasts prepared to the end of the 2027 financial year, management assumes that the TIS Group will be able to meet its payment obligations at any time during the forecast period and that there will be no risks that would jeopardise the Group's continued existence in the implementation of the plan. It should also be emphasised that transparency about the current liquidity status of the Group and the demand for cloud computing solutions have become even more important against the backdrop of rising cybercrime, the trend towards digitisation of the finance function and increasing global political uncertainty.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 15.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Going concern
As at 31 December 2025, the group had net assets of €94,630k (2024: €106,905k as restated) attributable to owners of the parent company and cash and cash equivalents of €11,166k (2024: €11,049k). The group is funded by a combination of private lenders and loans with Marlin Equity Partners.
The group is subject to certain covenants as part of its loan financing. There were no covenant breaches during the year or in the period up to the approval of these financial statements.
In assessing the appropriateness of the going concern basis, the directors prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. The forecasts indicate that the group will have sufficient liquidity to meet its obligations as they fall due throughout the assessment period and will remain in compliance with its financing covenants.
The directors also performed sensitivity analysis on the forecasts. A downside scenario was modelled which assumed recurring revenue growth of approximately 3%, compared with 9% in the base case, together with a significant reduction in implementation revenue of approximately 59% and corresponding reductions in certain variable operating costs. Under this downside scenario, the group continues to maintain adequate liquidity and remains compliant with its lending covenants throughout the assessment period.
In addition, the directors considered severe stress-testing scenarios to assess the level of deterioration in trading performance that would be required before the group would experience liquidity pressure or covenant constraints. These scenarios indicated significant headroom within the group's forecasts.
Accordingly, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing these financial statements.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group does not engage in the use of complex financial instruments or derivatives for trading purposes. Financial risks are managed through a combination of internal processes and external advice. The group has exposure to the following risks from its use of financial instruments:
Managed by assessing the creditworthiness of customers and counterparties, with exposure spread across a diverse customer base.
Monitored through regular cash flow forecasting and access to funding lines from private lenders and investment partners.
Pricing of the group’s products and services are reviewed regularly in line with market conditions and customer expectations.
The group monitors cash flow risk through detailed forecasting and regular financial review processes. Cash flow risk is primarily managed through close control of working capital, ongoing customer billing cycles, and maintaining access to funding lines from private lenders. The directors are satisfied that appropriate procedures are in place to ensure sufficient liquidity is maintained to support ongoing operations.
Financial instruments (continued)
The directors consider that the group’s risk management practices are appropriate for the nature and scale of its operations.
Further details are provided in notes 17 and 18 of the financial statements.
Innovation remains central to the group’s strategy, with ongoing investment in research and development supporting our long-term growth and product roadmap. During the year, the group continued to enhance its core software platforms.
Developments are closely aligned with customer needs, market trends, and emerging technologies, enabling the group to deliver value-added solutions and maintain its competitive position. The group has also explored opportunities to improve internal development processes, increase automation, and shorten product release cycles.
The directors consider continued research and development to be a key strategic priority, underpinning the group’s ability to adapt to a rapidly evolving technological landscape and support future revenue growth.
There have been no material events affecting the group since the balance sheet date which require disclosure or adjustment to the financial statements.
Please refer to the strategic report for details of the group’s future developments.
We have audited the financial statements of Vantage Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the group statement of comprehensive income, the group statement of financial position, the group statement of changes in equity, the group statement of cash flows, the parent company statement of financial position, the parent company statement of changes in equity and notes to the financial statements, including material accounting policy information.The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted international accounting standards.
The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘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
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 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 or 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 the parent company's business model including effects arising from macro-economic uncertainties such as cost inflation, 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's and the parent company's financial resources or ability to continue operations over the going concern period.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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
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.
Matter on which we are required to report under the Companies Act 2006
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 strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept 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.
As explained more fully in the directors' responsibilities statement set out on page 10, 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.
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 company, and the industry in which it operates. We determined the Companies Act 2006 to be the most significant laws and regulations to the entity. We enquired of management whether there were any instances of noncompliance with laws and regulations or whether they had any knowledge of actual, suspected fraud. We corroborated the results of our enquiries to supporting documentation such as board minute reviews. From the procedures performed we did not identify any matters relating to non-compliance with laws and regulation or matters in relation to fraud.
We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
evaluation of the processes and controls established to address the risks related to irregularities and fraud;
testing journal entries, in particular journal entries relating to management estimates and entries determined to be large or relating to unusual transactions;
identifying and testing related party transactions.
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 partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's knowledge of the industry in which the client operates in and understanding of, and practical experience through training and participation with audit engagements of a similar nature; In assessing the potential risks of material misstatement, we obtained an understanding of:
the company's operations, including the nature of its revenue sources, expected financial statement disclosures and business risks that may result in risk of material misstatement and the company's control environment including the adequacy of procedures for authorisation of transactions
communication with component auditors to request identification of any instances of non-compliance with laws and regulations that could give rise to a material misstatement of the group financial statements.
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
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.
The notes on pages 22 to 48 form part of these group financial statements.
The notes on pages 22 to 48 form part of these group financial statements.
The notes on pages 22 to 48 form part of these group financial statements.
Vantage Holdco Limited (the 'company') is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, One Newman Street, London, W1T 1PB. The company's principal activities and nature of its operations are disclosed in the directors' report.
The 'group' consists of Vantage Holdco Limited and all of its subsidiaries.
The financial statements are prepared in euros, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest €1,000.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';
(b) the requirements within IAS 1 relating to the presentation of certain comparative information;
(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;
(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but it is not yet effective); and
(e) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group.
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was €157k (2024: €10k loss).
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. 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.
The consolidated group financial statements consist of the financial statements of the parent company Vantage Holdco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Non-controlling interests are measured initially at fair value as permitted by IFRS 3. Changes in the group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Software revenue
Software customers are promised the right to access and utilise the group’s specialist software over the duration of their subscription contract. Contracts have a defined lifespan, typically between one and three years. The related performance obligation is considered to be satisfied over time on a linear basis. Customers make payments upfront, which are initially recorded as deferred revenues / a contract liability. The credit is systematically released as revenue to the income statement over the relevant subscription period.
Onboarding services
Onboarding contracts entitle the customer to a range of support services, provided by the group, (i) over a defined period of time, which may be a specified number of hours or days of support or (ii) on an ad-hoc basis as requested by the customer, charged at a daily rate. Onboarding packages with a specified duration are paid upfront and immediately recognised as deferred revenues / contract liabilities. The related performance obligation is considered to be satisfied over time. The contract liability is systematically released as revenue to the income statement as the hours / days of support are rendered. For ad-hoc support, revenue is recorded on each day that services are provided to the customer, and billed monthly in arrears.
Intangible assets as part of a business combination
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.
Amortisation of intangible assets
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs - 10 years straight line
Customer relationships - 19 years straight line
Brand - 10 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
IFRS 16 has been adopted and leased assets are presented as right of use assets above.
Payments in respect of short term and/or low value leases (where leases have a value of less than €5,000, or less than 12 months or no minimum contract term) continue to be charged to the income statement on a straight-line basis over the term of the lease.
The right of use assets are depreciated over the shorter of the asset’s useful life and the lease term, on a straight line basis. The leases are discounted at the group’s incremental borrowing rate on the date of lease inception, which ranges between 5.5%-9.8%.
Further details on the group's leases are given in note 20.
The company has no items of property, plant and equipment as at 31 December 2025, nor 31 December 2024.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior periods. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Inventories have been valued using the First-In-First-Out ('FIFO') method. The FIFO method of inventory valuation is based on the assumption that the earliest purchased goods are sold and expensed first. This results in inventory being valued close to its current market value.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.
The tax expense represents the sum of the tax currently payable and deferred tax.
Cash-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the instruments granted using the Monte-Carlo simulation. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. The simulation is re-performed at each reporting date, with the cash-settled share-based payment liability remeasured and a corresponding adjustment is made to administrative expenses.
At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
Non-recurring expenses
Non-recurring items are those expenses which are unusual, uncommon and of a significant amount. This includes legal, professional and other transaction costs incurred in relation to the acquisition of subsidiaries.
In the current year, the following new and revised standards and interpretations were adopted by the group.
Lack of Exchangeability (Amendments to IAS 21)
Amendments to the SASB standards to enhance their international applicability
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):
Effective 1 January 2026:
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments
Annual Improvements to IFRS Accounting Standards — Volume 11
Contracts referencing Nature - dependent Electricity (Amendments to IFRS 9 and IFRS 7)
Effective 1 January 2027:
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures*
* These standards, amendments and interpretations have not yet been endorsed by the UK and the dates shown are the expected effective dates for periods beginning on or after these dates.
The adoption of all above standards is not expected to have any material impact on the group’s financial statements.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Depreciation and amortisation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the group's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten/increase then depreciation charges in the financial statements would increase/decrease and carrying amounts of tangible assets would change accordingly.
The group is required to consider, on an annual basis, whether indications of impairment relating to such assets exist and if so, perform an impairment test. Where a detailed review is required, the recoverable amount is determined based on the higher of value in use calculations or fair value less costs to sell. The use of value in use method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. The directors are satisfied that all recorded assets will be fully recovered from expected future cash flows.
The group makes provision for anticipated tax consequences based on the likelihood of whether additional taxes may arise. The group recognises deferred tax assets to the extent to which it expects to be able to utilise the balances against future taxable profits.
The group has used the incremental borrowing rate to calculate the value of its property lease liabilities recognised under IFRS 16. The discount rate used reflects the estimated risks associated with borrowing against similar assets by the group, incorporating assumptions for similar terms, security and funds at that time.
The carrying amounts of such liabilities is disclosed within note 20.
The determination of the fair values of share options has been made by reference to the Monte-Carlo model. The inputs with the greatest amount of estimation being (i) the volatility of the company's share price which has been derived via benchmarking against similar companies in the industry and (ii) the expected future exit date, which is based upon management's best estimate. Other key inputs are set out in note 25.
In assessing the fair value of the intangible assets acquired in historic acquisitions, management estimated the future cash inflows and cost savings associated with each class of intangible asset acquired. These are amortised over their estimated useful lives in accordance with IAS 38 – Intangible Assets.
The group is required to review goodwill for impairment annually and consider whether indications of impairment relating to other intangibles exist and if so, perform an impairment test. Where a detailed review is required, the recoverable amount is determined based on the higher of value-in-use calculations or fair value less costs to sell. Value-in-use is determined by calculating net present value of future cash flows arising from the intangibles assets. Key estimates within this calculation include revenue growth rates, EBITDA and the discount rate applied. For further details see note 11.
No individual customer contributed in excess of 10% of total revenues in the current or prior year.
For an extended description of the nature and timing of the satisfaction of performance obligations in contracts with customers including the group’s accounting policies and assessments regarding the timing of and method adopted for revenue recognition and significant judgments when applying IFRS 15, see accounting policy note 1.5.
The average monthly number of persons employed by the company during the year was nil (2024: nil). The directors of the company were not remunerated by the company nor any group entity.
Their aggregate remuneration comprised:
The wages and salaries cost includes cash-settled share-based payment expenses along with gross wage costs. Refer to note 25 for further details regarding share-based payments. Wages and salaries are not entirely comparable since 2024 includes certain non-recurring employee costs related to the acquisition.
The charge for the year can be reconciled to the loss per the income statement as follows:
As permitted by IAS 12, the reconciliation above has been prepared by aggregating separate reconciliations for each national jurisdiction. Whilst the group operates across various countries, the predominant prevailing rate during the year was 30% (2024: 30%), being the rate of tax levied by Germany.
Deferred tax balances at incorporation and the reporting date have been measured at the principal rate of 30% (2024: 30%) due to the majority of temporary differences arising in Germany.
The deferred tax adjustment in respect of prior periods of €5,688k has been recognised following the reassessment of deferred tax assets recognised in the previous year to reflect the final tax loss position.
The reconciliation includes the impact of IFRS adjustments to the entities reporting under German GAAP for local statutory accounting and taxation purposes. The principal adjustments relate to the recognition and measurement of leases, research and development costs, amortisation and revenue recognition.
Goodwill
The goodwill arose when the company acquired the share capital of Treasury Intelligence Solutions GmbH on 30 April 2024. All of the goodwill is allocated to one CGU, being the Treasury Intelligence Solutions operations.
Goodwill is the excess of the consideration transferred over the fair value of the identifiable net assets acquired. The goodwill is made-up of acquired workforce, the ability to access new markets and cross-sell existing products / services along with future growth opportunities that are not separately recognised as identifiable intangible assets.
Impairment considerations
Goodwill is tested for impairment at each reporting date by comparing its carrying amount with the recoverable amount. The recoverable amount has been determined using a value-in-use model based on the net present value ("NPV") of forecast future cash flows generated by the underlying cash-generating unit.
It is considered that there is one single CGU on the basis that the business monitors and tracks performance of the business as a whole and similarly all decisions are made on a single review basis.
As at the reporting date, the value-in-use calculation indicated headroom of €4,772k above the carrying amount and, accordingly, no impairment charge was recognised.
Management acknowledges that the recoverable amount should be determined as the higher of value in use and fair value less costs of disposal. Management has assessed that a fair value less costs of disposal approach would result in a recoverable amount exceeding that determined under the value-in-use method, thereby providing additional headroom. On this basis, management is satisfied that no impairment is required.
The value-in-use calculation is particularly sensitive to assumptions relating to forecast revenue growth, the discount rate and EBITDA margins. Accordingly, sensitivity analyses have been performed to assess the impact of reasonably possible changes in these key assumptions on the value-in-use and the resulting headroom. The value-in-use calculation is based on management forecasts covering the period to 2029. Revenue growth over the forecast period averages 11.7% per annum and is based on historical performance. A long-term growth rate of 2% has been used to perpetuity based on market expectations and European Central Bank's inflation targets. The result of a 5% reduction in revenue growth rates was headroom of €282k and the result of a 10% reduction in revenue growth rates was an impairment of €4,136k.
A discount rate of 12.9% has been used based on the group’s estimated costs of capital and on the risk profile of the underlying assets. The effect of a 1% increase in the discount rate is an impairment of €9,343k and the effect of a 1% decrease in the discount rate is headroom of €21,832k. On a pre-tax basis, the corresponding pre-tax discount rate is 16.5%.
Sensitivity analysis was also performed against EBITDA margins. The effect of a 1% decrease in EBITDA margins throughout the forecast period is reduced headroom of €311k. The effect of a 2% decrease in EBITDA margins throughout the forecast period is an impairment of €4,149k.
It is concluded that no impairment of intangible assets is required at the year end. An impairment review was not performed in the prior year on the basis that a short period of time had elapsed between the acquisition (30 April 2024) and the period-end, and on the basis that there were no indicators of impairment.
Right of use assets
IFRS 16 has been adopted and leased assets are presented as right of use assets above.
Payments in respect of short term and/or low value leases (where leases have a value of less than €5,000, or less than 12 months or no minimum contract term) continue to be charged to the income statement on a straight-line basis over the term of the lease.
The right of use assets are depreciated over the shorter of the asset’s useful life and the lease term, on a straight line basis. The leases are discounted at the group’s incremental borrowing rate on the date of lease inception, which ranges between 5.5%-9.8%.
Further details on the group's leases are given in note 20.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office address:
(1) Treasury Intelligence Solutions GmbH, Charlottenstraße 17, 10117 Berlin, Germany
(2) 23 Tvardishki Prohod street, Floor 3, Unit 12, Sofia 1404, Bulgaria
(3) Diamantstraat 8, Bus 312, 2200 Herentals, Belgium
(4) 75 State Street 1st Floor, Suite 100, Boston, MA 02109, USA
Amounts due from related parties presented above are unsecured, repayable on demand, and do not bear interest.
The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:
The group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables.
The average credit period granted to customers is 30 days from the invoice date. The group has assessed that it has limited credit risk and anticipates that the majority of balances will be fully recoverable. Contracts are signed with reputable customers, with many contracts being prepared at the start of the agreement and contracts being monitored carefully.
The expected credit loss provision for impairment is considered based upon the historic rate of bad debt write off for the historic trading of the group.
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values. There are further details in respect of the loan facilities in note 23.
The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.
The group generates cash through its operations and aims to manage liquidity by ensuring it will always have sufficient financing facilities to meet its liabilities when due. Cash flow is carefully monitored to ensure any liquidity risk is minimised and cash balances are maintained at a level sufficient to meet short and longer term obligations.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the group’s income and/or the value of its holdings of financial instruments. The group is exposed to market risk through its use of financial instruments.
Capital management
Capital is typically cash or liquid assets held or obtained by the group for expenditures. The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and other stakeholders. The group manages the capital structure, being cash and cash equivalents and reinvestment of a proportion of profits generated (as applicable), and makes changes in light of movements in economic conditions. In order to maintain or adjust the capital structure, the group may adjust its borrowings and investment decisions.
Interest rate risk
The group’s interest rate risk pertains to external borrowings. The interest rate on external borrowings is based upon the Golub loan as detailed in note 23. Management has performed a sensitivity analysis on interest rate risk. Assuming a 10% increase in interest rates at the reporting date and all other variables remaining constant, the impact on the company's profit before tax and equity would be a €543k (2024: €543k), reduction demonstrating the sensitivity of the company's financial instruments to changes in market interest rates. In managing interest rates, the group aims to reduce the impact of short-term fluctuations on the group’s earnings through the avoidance of short-term loans.
Foreign exchange risk
The vast majority of the group’s trading activity is denominated in Euros. As such, management do not consider foreign exchange risk to be a fundamental concern versus capital and market risk. Nevertheless, there is an appreciation that the group is exposed to fluctuations in the US Dollar and Bulgarian Lev, which can potentially impact financial results and liquidity.
The group holds bank accounts of various currencies including US Dollars, Euros, Bulgarian Lev amongst others. The use of local-denominated accounts provides a natural hedge against a certain element of overseas transactions.
Given the low volume of transactions and balances denominated in currencies other than Euros, management do not consider it necessary to enter into any currency hedge arrangements.
Included within other payables are amounts relating to cash-settled share-based payment liabilities. Please refer to note 25 for further details.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
The group's right of use asset additions and depreciation charge recognised on leases in the year is shown in note 12, and interest expense in note 9.
The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.
Please refer to note 1.5 for details of the group’s revenue streams and associated recognition of deferred revenue and its subsequent release to the income statement. Deferred revenues are expected to be settled within 12 months from the reporting date.
At the year ended 31 December 2025, the group had a pension liability of €nil (2024: €2k).
Cash-settled share-based payments
The group has a share incentive scheme for certain employees, in the form of Virtual Stock Options (‘VSOP’). Granted awards are exercisable after the vesting period, with no consideration due. The vesting period is such that 20% of awards vest on the first anniversary of grant and then continue to vest at a rate of 1/48 per month over the next 48 months, subject to acceleration in the event of an earlier exit. If unexercised after a period of 20 years from the date of grant, the awards automatically expire. Instruments are forfeited if the employee leaves the group before they vest. In addition to remaining employed by the group, the proceeds received at the point of distribution is also contingent upon achievement of certain financial thresholds being met as set out in the scheme terms.
The group issued VSOPs in the year to certain employees that require the group to pay the intrinsic value of the VSOPs to the employee at a future exit date for any vested units. The fair value of the VSOPs is determined by using the Monte-Carlo Simulation model. The group recorded total expenses of €750k (2024: €3k). The carrying value of the associated liability at the balance sheet date is €753k (2024: €3k).
The consideration for both classes of VSOP is nil therefore the weighted average share price at the date of exercise for share options exercised during the year was €0 (2024 - €0).
The fair value of the VSOP instruments has been measured using the Monte-Carlo simulation. Both VSOP 1 and VSOP 2 are deemed cash-settled in accordance with IFRS 2, and thus have been subject to revaluation at the reporting date.
All ordinary shares convey voting, dividend and distribution rights.
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
Other information
Marlin Equity Partners is a controlling party of the group. The group incurred expenditure on behalf of Marlin during the year of €113k (2024: €656k). At the balance sheet date, the group owed €6k (2024: €656k) which is included in trade payables (2024: amounts owed by related parties).
During the year, the group entered into transactions with Medius AB, a portfolio company of Marlin Equity Partners, and therefore a related party. The group has a commercial agreement with Medius AB under which services are provided in the ordinary course of business. The annual value of the agreement is €45k. All transactions with Medius AB were conducted on normal commercial terms and at arm's length.
The immediate holding company is Marlin Ultimate GP (Cayman), LLC, which is incorporated and registered in the Cayman Islands.
Mr David McGovern is the ultimate controlling party as at the balance sheet date.
The prior period adjustment relates to a change in the unwinding allocation of the deferred revenue fair value adjustment on the TIS GmbH acquisition.
The notes on page 51 form part of these parent financial statements.
The notes on page 51 form part of these parent financial statements.
Cost of investments relates to the consideration paid by the company to acquire its subsidiaries on 30 April 2024. Details of the company's subsidiaries are included in note 13.
Impairment considerations
An impairment review was not performed in the current year on the basis that there were no indicators of impairment. An impairment review was not performed in the prior year on the basis that a short period of time had elapsed between the acquisition (30 April 2024) and the period-end, and on the basis that there were no indicators of impairment.
Amounts owed to subsidiary undertakings presented above are unsecured, repayable on demand, and do not bear interest.