REGISTERED NUMBER: 12335851 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2025

for

Thanks Ben Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

S S V Fallert-Kramer

D Duckworth

A Vidiborschii

Mercia Fund Management (Nominees) Limited

SECRETARY:

OHS Secretaries Limited

REGISTERED OFFICE:

9th Floor

107 Cheapside

London

EC2V 6DN

REGISTERED NUMBER:

12335851 (England and Wales)

AUDITORS:

Gravita Audit II Limited

Aldgate Tower

2 Leman Street

London

E1 8FA

The directors present their strategic report for Thanks Ben Ltd ('the company') and its subsidiaries (together 'the group') for the year ended 31 December 2025.

REVIEW OF BUSINESS

The group operates in the software-as-a-service (SaaS) sector, providing technology solutions to support the administration and management of employee benefits. The group serves customers in the United Kingdom, Europe, the United States and other international markets, and its revenue is predominantly recurring subscription income earned under multi-year contracts.

Revenue grew 39% to £5.2m (2024: £3.7m). Growth was driven by expanding the group's customer base, by deepening relationships with existing customers, and by expansion into new markets.

Gross profit increased 43% to £3.8m (2024: £2.7m) and the gross margin improved to 73.8% (2024: 71.7%), reflecting the operating leverage inherent in the group's platform and use of AI technology as revenue scales.

Administrative expenses reduced to £11.8m (2024: £12.3m), highlighting the group's ability to keep costs flat whilst maintaining healthy top line revenue growth. The combination of revenue growth and cost discipline reduced the operating loss by 17% to £8.0m (2024: £9.6m).

The loss for the financial year was £8.1m (2024: £8.8m). The directors expect the group to continue to incur losses while it invests in its platform and in expanding its customer base, both in the UK and internationally, and monitor the path to profitability closely.

The group monitors several financial and operational indicators. Key among these are:

2025

2024

% change

Revenue

£5,175,361

£3,725,901

39%

Gross profit

£3,820,456

£2,671,273

43%

Gross margin

73.8%

71.7%

2.1 percentage point

Operating loss

(£8,018,080)

(£9,640,032)

-17%

Cash at bank

£10,083,786

£3,826,653

164%

All primary indicators showed positive movement during the reporting period.

PRINCIPAL RISKS AND UNCERTAINTIES

The business operates in a competitive and evolving market. The directors consider the principal risks and uncertainties facing the group to be as follows.

- Regulatory and legislative change. The group's proposition depends to some extent on the tax and employment treatment of employee benefits. Changes to that treatment could affect demand for particular benefits.

- Technological disruption and competition. The market is competitive and subject to rapid technological change. The group continues to invest in its platform to maintain its competitive position.

- Information security and data protection. The group processes employee personal data on behalf of its customers and maintains information security and data protection controls appropriate to that responsibility.

Management monitors these risks on an ongoing basis and adjusts strategy accordingly.

FUTURE DEVELOPMENTS

The group will continue to invest in its platform and customer experience, with a focus on controlled growth and long-term sustainability. Following the Series B financing, the directors intend to continue to grow the group’s customer base, both in the UK and internationally, and to progress towards profitability. The directors remain confident in the business’s strategic direction.

RESEARCH AND DEVELOPMENT

The group makes significant investments in research and development in order to improve existing products, and innovate and invent in related areas.

FINANCIAL INSTRUMENTS

The group's financial instruments comprise cash at bank, trade and other debtors, trade and other creditors, and bank and other loans. These arise directly from the group's operations and from its financing activities. The group does not trade in financial instruments and does not enter into derivative or hedging transactions.

The directors' objective is to maintain sufficient liquidity to fund the group's operations, while managing the credit and currency exposures that arise in the ordinary course of business. The group's exposures are as follows.

- Price risk. The group is not exposed to significant price risk on its financial instruments.

- Credit risk. Credit risk arises principally on amounts due from customers and on cash deposits. Customer balances are monitored on an ongoing basis, and cash is held with banks of appropriate credit standing.

- Liquidity risk. The group manages liquidity risk by maintaining cash reserves and by monitoring forecast cash requirements against the funding available to it.

- Interest rate and foreign exchange rate risk. The group's loans carry interest, and the group holds balances and transacts in currencies other than sterling. Movements in interest rates and exchange rates therefore affect the group's cash flows. These exposures are not hedged.

ON BEHALF OF THE BOARD:

S S V Fallert-Kramer - Director

30 September 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The group operates in the software-as-a-service (SaaS) sector, providing technology solutions to support the administration and management of employee benefits.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

S S V Fallert-Kramer

D Duckworth

A Vidiborschii

Other changes in directors holding office are as follows:

Mercia Fund Management (Nominees) Limited - appointed 4 November 2025

DISCLOSURE IN THE STRATEGIC REPORT

The Directors have chosen in accordance with S414c of the Companies Act to set out in the strategic report information required by Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch 7 to be contained in the Directors' report. This has been done in relation to future developments and research and development.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ·

- so far as the directors are aware, there is no relevant audit information of which the Group and the Group's auditor is unaware; and ·

- the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Group and the Group's auditor is aware of that information.

AUDITORS

The auditors, Gravita Audit II Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S S V Fallert-Kramer - Director

30 September 2026

Opinion

We have audited the financial statements of Thanks Ben Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 affairs as at 31 December 2025 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with directors and other management, and from our commercial knowledge and experience the SaaS industry. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment legislation. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

· making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

· considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

· understanding the design of the company's remuneration policies.

To address the risk of fraud through management bias and override of controls, we:

· performed analytical procedures to identify any unusual or unexpected relationships;

· tested journal entries to identify unusual transactions;

· assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

· investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

· agreeing financial statement disclosures to underlying supporting documentation;

· enquiring of management as to actual and potential litigation and claims; and

· reviewing correspondence with HMRC, relevant regulators including the FCA and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Claire Barnes (Senior Statutory Auditor)

for and on behalf of Gravita Audit II Limited

Aldgate Tower

2 Leman Street

London

E1 8FA

30 September 2026

TURNOVER

3

5,175,361

3,725,901

Cost of sales

1,354,905

1,054,628

GROSS PROFIT

3,820,456

2,671,273

Administrative expenses

11,838,536

12,311,305

OPERATING LOSS

5

(8,018,080

)

(9,640,032

)

Interest receivable and similar income

72,529

233,103

(7,945,551

)

(9,406,929

)

Interest payable and similar expenses

6

571,393

444,804

LOSS BEFORE TAXATION

(8,516,944

)

(9,851,733

)

Tax on loss

7

(466,410

)

(1,034,505

)

LOSS FOR THE FINANCIAL YEAR

(8,050,534

)

(8,817,228

)

OTHER COMPREHENSIVE INCOME

Foreign Exchange Movement

21,989

(104,651

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

21,989

(104,651

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(8,028,545

)

(8,921,879

)

Loss attributable to:

Owners of the parent

(8,050,534

)

(8,817,228

)

Total comprehensive income attributable to:

Owners of the parent

(8,028,545

)

(8,921,879

)

FIXED ASSETS

Tangible assets

9

80,287

144,502

Investments

10

-

-

80,287

144,502

CURRENT ASSETS

Stocks

11

65,076

9,543

Debtors

12

3,953,067

2,650,916

Cash at bank

10,083,786

3,826,653

14,101,929

6,487,112

CREDITORS

Amounts falling due within one year

13

4,589,265

2,511,876

NET CURRENT ASSETS

9,512,664

3,975,236

TOTAL ASSETS LESS CURRENT LIABILITIES

9,592,951

4,119,738

CREDITORS

Amounts falling due after more than one year

14

2,019,961

5,520,708

NET ASSETS/(LIABILITIES)

7,572,990

(1,400,970

)

CAPITAL AND RESERVES

Called up share capital

17

1

1

Share premium

34,188,019

16,778,761

Share option reserve

62,277

60,774

Equity reserve

-

397,173

Other reserves

-

20,004

Translation reserve

21,989

-

Retained earnings

(26,699,296

)

(18,657,683

)

7,572,990

(1,400,970

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2026 and were signed on its behalf by:

S S V Fallert-Kramer - Director

FIXED ASSETS

Tangible assets

9

80,287

144,502

Investments

10

45,361

45,361

125,648

189,863

CURRENT ASSETS

Stocks

11

65,076

9,543

Debtors

12

3,936,271

2,724,749

Cash at bank

10,051,703

3,824,531

14,053,050

6,558,823

CREDITORS

Amounts falling due within one year

13

4,534,357

2,520,622

NET CURRENT ASSETS

9,518,693

4,038,201

TOTAL ASSETS LESS CURRENT LIABILITIES

9,644,341

4,228,064

CREDITORS

Amounts falling due after more than one year

14

2,019,961

5,520,708

NET ASSETS/(LIABILITIES)

7,624,380

(1,292,644

)

CAPITAL AND RESERVES

Called up share capital

17

1

1

Share premium

34,188,019

16,778,761

Share option reserve

62,277

60,774

Equity reserve

-

397,173

Other reserves

-

20,004

Retained earnings

(26,625,917

)

(18,549,357

)

7,624,380

(1,292,644

)

Company's loss for the financial year

(8,084,838

)

(8,719,021

)

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2026 and were signed on its behalf by:

S S V Fallert-Kramer - Director

Called up

Share

share

Retained

Share

option

capital

earnings

premium

reserve

£

£

£

£

Balance at 1 January 2024

1

(9,752,242

)

16,740,110

27,280

Changes in equity

Deficit for the year

-

(8,817,228

)

-

-

Other comprehensive income

-

(104,651

)

-

-

Total comprehensive income

-

(8,921,879

)

-

-

Cash share issue

-

-

38,651

-

Share option charge

-

-

-

49,932

Exercised options

-

16,438

-

(16,438

)

Balance at 31 December 2024

1

(18,657,683

)

16,778,761

60,774

Changes in equity

Deficit for the year

-

(8,050,534

)

-

-

Other comprehensive income

-

-

-

-

Total comprehensive income

-

(8,050,534

)

-

-

Cash share issue

-

-

11,930,978

-

Share option charge

-

-

-

10,424

Exercised options

-

8,921

-

(8,921

)

Convertible loan note issued

-

-

5,478,280

-

Balance at 31 December 2025

1

(26,699,296

)

34,188,019

62,277

Equity

Other

Translation

Total

reserve

reserves

reserve

equity

£

£

£

£

Balance at 1 January 2024

-

9,996

-

7,025,145

Changes in equity

Deficit for the year

-

-

-

(8,817,228

)

Other comprehensive income

-

-

-

(104,651

)

Total comprehensive income

-

-

-

(8,921,879

)

Convertible loan notes

397,173

-

-

397,173

Cash share issue

-

-

-

38,651

Shares to be issued

-

10,008

-

10,008

Share option charge

-

-

-

49,932

Balance at 31 December 2024

397,173

20,004

-

(1,400,970

)

Changes in equity

Deficit for the year

-

-

-

(8,050,534

)

Other comprehensive income

-

-

21,989

21,989

Total comprehensive income

-

-

21,989

(8,028,545

)

Convertible loan notes

(397,173

)

-

-

(397,173

)

Cash share issue

-

-

-

11,930,978

Shares to be issued

-

(20,004

)

-

(20,004

)

Share option charge

-

-

-

10,424

Convertible loan note issued

-

-

-

5,478,280

Balance at 31 December 2025

-

-

21,989

7,572,990

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2024

1

(9,736,658

)

16,740,110

Changes in equity

Deficit for the year

-

(8,719,021

)

-

Other comprehensive income

-

(110,116

)

-

Total comprehensive income

-

(8,829,137

)

-

Cash share issue

-

-

38,651

Exercised options

-

16,438

-

Balance at 31 December 2024

1

(18,549,357

)

16,778,761

Changes in equity

Deficit for the year

-

(8,084,838

)

-

Other comprehensive income

-

(643

)

-

Total comprehensive income

-

(8,085,481

)

-

Cash share issue

-

-

11,930,978

Exercised options

-

8,921

-

Convertible loan note issued

-

-

5,478,280

Balance at 31 December 2025

1

(26,625,917

)

34,188,019

Share

option

Equity

Other

Total

reserve

reserve

reserves

equity

£

£

£

£

Balance at 1 January 2024

27,280

-

9,996

7,040,729

Changes in equity

Deficit for the year

-

-

-

(8,719,021

)

Other comprehensive income

-

-

-

(110,116

)

Total comprehensive income

-

-

-

(8,829,137

)

Convertible loan notes

-

397,173

-

397,173

Cash share issue

-

-

-

38,651

Shares to be issued

-

-

10,008

10,008

Share option charge

49,932

-

-

49,932

Exercised options

(16,438

)

-

-

-

Balance at 31 December 2024

60,774

397,173

20,004

(1,292,644

)

Changes in equity

Deficit for the year

-

-

-

(8,084,838

)

Other comprehensive income

-

-

-

(643

)

Total comprehensive income

-

-

-

(8,085,481

)

Convertible loan notes

-

(397,173

)

-

(397,173

)

Cash share issue

-

-

-

11,930,978

Shares to be issued

-

-

(20,004

)

(20,004

)

Share option charge

10,424

-

-

10,424

Exercised options

(8,921

)

-

-

-

Convertible loan note issued

-

-

-

5,478,280

Balance at 31 December 2025

62,277

-

-

7,624,380