REG - PensionBee Group plc - Full Year 2025 Results Announcement
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RNS Number : 3037W PensionBee Group plc 11 March 2026
PensionBee Group plc
Incorporated in England and Wales
Registration Number: 13172844
LEI: 2138008663P5FHPGZV74
ISIN: GB00BNDRLN84
11 March 2026
PensionBee Group plc
Full Year Results for the year ended 31 December 2025
Global vision advanced through successful execution of strategy, delivering
strong 2025 performance
£7.4bn ($10bn) Assets under Administration and Group Adjusted EBITDA
Profitability
underpinned by excellent UK growth and margin increase
PensionBee Group plc ('PensionBee' or the 'Company', together with its
subsidiaries the 'Group'), a leading online retirement savings provider, today
announces its audited full year results for the year ended 31 December 2025.
Summary
· Group Assets under Administration increased by 27% year-on-year
to £7.4bn (2024: £5.8bn), underpinned by resilient gross inflows and
supportive markets. As a result, Group Revenue increased by 28% year-on-year
to £42.6m (2024: £33.2m), supported by a stable Revenue Margin of 0.65%
(2024: 0.64%). Annual Run Rate Revenue increased by 33% to £50.6m (2024:
£38.1m).
· PensionBee's customer proposition continued to make retirement
planning straightforward and enjoyable. Group Invested Customers increased to
305,000 (2024: 265,000) as we onboarded 40,000 new customers during the year
(2024: 36,000). This growth reflects our commitment to serving the mass market
and our mission to continue building retirement confidence delivered through
industry-leading service ('Excellent' Trustpilot score of 4.6★), and our
commitment to consumer advocacy. This is evidenced by our consistently strong
Invested Customer and AUA Retention Rates of >95% (2024: >95%).
· In the UK, PensionBee remained one of the UK's most recognised
pension providers, with prompted brand awareness reaching a record high of
c.60%. Our commitment to continuous innovation delivered an increase in
operational productivity of 22% year-on-year in Invested Customers per Staff
Member to 1,621 (2024: 1,333). This reflects the improving operating leverage
delivered through advanced automation, our unified global technology stack,
and the evolution of our AI co-pilot, 'Beetrix'.
· In the US, we deepened the foundations to scale. Promoted brand
awareness showed strong traction reaching 5%, with a major multi-city brand
campaign and meaningful marketing support through our State Street
partnership. Our product-led growth strategy enabled the expansion of our
consumer offering to include Roth IRAs and retirement planning tools. We
simultaneously captured growth opportunities through the Automatic Rollover
IRA channel, integrating with major recordkeepers and securing
business-to-business contracts with employers.
· The Group achieved Adjusted EBITDA profitability of £0.9m (2024:
£0.4m) and a correspondingly improved Adjusted EBITDA Margin of 2% (2024:
1%). This was driven by the continued strong growth and margin progression of
our UK business, with a 12% UK Adjusted EBITDA Margin (2024: 7%), and UK
profits reinvested domestically. Our US expansion represents a significant
strategic opportunity, and we continued to build a scalable, long-term
presence there while maintaining Adjusted EBITDA profitability for the Group.
· Profit/(Loss) before Tax improved to £(2.8)m for 2025 (2024:
£(3.1)m), reflecting strong Group performance and the impact of non-cash
items. Correspondingly, Basic Earnings per Share improved to (1.20)p (2024:
(1.38)p). These outcomes reflect a UK business that is continuing to scale
efficiently with disciplined cost control and a US business where foundational
investment is essential to build scale and infrastructure to capture the
significant long-term market-opportunity ahead.
· The Group maintained a strong financial position, with cash of
£32.6m (Q4 2024: £35.0m).
Romi Savova, Chief Executive Officer of PensionBee, commented:
"We are pleased to report another year of successful execution for PensionBee.
We reached £7.4bn ($10bn) in Assets under Administration on behalf of 305,000
Invested Customers. Group Revenue increased by 28% to £42.6m, with Annual Run
Rate Revenue of more than £50m, and we delivered our second consecutive year
of Adjusted EBITDA profitability at Group level. Over 2025, we executed our
refreshed global strategy, focusing on our brand, technology and culture, to
build a globally recognised PensionBee brand and a world-class customer
retirement offering in the UK and in the US.
In the UK, we delivered excellent growth and momentum, achieving UK Adjusted
EBITDA profitability of £5.4m for the year. We successfully onboarded 40,000
new customers, supported by record prompted brand awareness of 60%, and
reflecting the continued trust our customers place in us to manage their
retirement savings. Our streamlined technology architecture significantly
improved the experience for our customers, and we continued to evolve our AI
co-pilot 'Beetrix', which is becoming an increasingly important driver of
personalised customer support at scale.
In the US, we made significant strides in establishing the foundations for
future scale, successfully completing transfer protocols and launching new
product features. Through our long-term partnership with State Street, which
provided $5.0m in marketing support, we launched brand campaigns spanning 12
metropolitan areas, building brand awareness amongst American consumers to 5%
and creating a growing pipeline for transfers - further accelerated by the
introduction of our 1% match initiative. We secured Automatic Rollover IRA
contracts, further demonstrating the appeal of our consumer-centric product,
which resonates strongly with advisors and employers who recognise that
consumer interests are often underserved, making PensionBee a genuine
differentiator in the market.
We look ahead to 2026, with clear momentum and ambition. In the UK, we
continue to progress towards our goal of 1m Invested Customers, while in the
US, our focus is on reaching $1bn of assets. Operating across markets that
represent 85% of global Defined Contribution retirement assets, we remain
dedicated to our mission of building retirement confidence so that everyone
can enjoy a happy retirement."
Looking Forward to 2026
As we enter 2026, we do so with clear momentum built across the business
during 2025 and a focused set of priorities ahead. In the UK, we continue to
progress towards 1m Invested Customers, leveraging our established market
position to deliver sustained, profitable growth. In the US, our focus is on
reaching $1bn of assets, supported by the disciplined deployment of capital
raised in 2024 to support the introduction of a 1% match on all completed
401(k) rollovers, transfers and contributions, and complete key transfer
automations that will enhance our ability to scale. Across both markets, the
consumer remains at the centre of every decision we make, enabled by a global
team united by our values of Love, Honesty, Innovation, Quality and
Simplicity, and guided by our mission to make consumers more retirement
confident.
Group Financial Guidance Framework
The Company reiterates its existing guidance framework (which assumes relative
market stability):
Revenue Objectives:
PensionBee's ambition is to:
· Reach >£100m of Group Revenue in the short to medium term (by
year-end 2029).
· Reach >£250m of Group Revenue in the longer term (by year-end
2034).
Profitability Objectives:
PensionBee's ambition is to:
· Reach c.20% Group Adjusted EBITDA Margin in the short to medium
term (by year-end 2029).
· Reach c.50% Group Adjusted EBITDA Margin in the longer term (by
year-end 2034).
Group Financial Highlights
As at Year End
Group Metrics (unless otherwise stated) Dec-2023 Dec-2024 Dec-2025 2024-25 YoY
Revenue (£m)* 23.8 33.2 42.6 28%
Adjusted EBITDA (£m)** (8.2) 0.4 0.9 104%
Adjusted EBITDA Margin (% of Revenue) (35)% 1% 2% +1ppt
Profit/(Loss) before Tax (£m) (10.7) (3.1) (2.8) 11%
Profit/(Loss) before Tax Margin (% of Revenue) (45)% (9)% (7)% +3ppt
Basic Earnings per Share (4.73)p (1.38)p (1.20)p 13%
As at Year End
Group Metrics (unless otherwise stated) Dec-2023 Dec-2024 Dec-2025 2024-25 YoY
UK Revenue (£m) 23.8 34.4 44.0 28%
UK Adjusted EBITDA (£m)** (8.2) 2.4 5.4 131%
UK Adjusted EBITDA Margin (% of Revenue) (35)% 7% 12% +6ppt
Profit/(Loss) before Tax (£m) (10.7) (1.0) 2.2 n/m
Profit/(Loss) before Tax Margin (% of Revenue) (45)% (3)% 5% +8ppt
As at Year End
Group Metrics (unless otherwise stated) Dec-2023 Dec-2024 Dec-2025 2024-25 YoY
US Revenue (£m) nil nil nil n/m
US Adjusted EBITDA (£m)** nil (1.9) (4.5) (136)%
US Adjusted EBITDA Margin (% of Revenue) nil n/a n/a n/m
Non-Financial Highlights
As at Year End
Group Metrics (unless otherwise stated) Dec-2023 Dec-2024 Dec-2025 2024-25 YoY
AUA (£m) 4,350 5,841 7,416 27%
AUA Retention Rate (% of AUA) >95% >95% >95% Stable at >95%
Invested Customers (thousands) 229 265 305 15%
Customer Retention Rate (% of IC) >95% >95% >95% Stable at >95%
UK Cost per Invested Customer (£) 241 242 251 At threshold
Revenue Margin (% of AUA) 0.64% 0.64% 0.65% Stable
Annual Run Rate Revenue (£m) 28.0 38.1 50.6 33%
As at Year End
Group Metrics (unless otherwise stated) Dec-2023 Dec-2024 Dec-2025 2024-25 YoY
Opening AUA (£m) 3,025 4,350 5,841 34%
Gross Inflows (£m) 1,174 1,334 1,393 4%
Gross Outflows (£m) (318) (459) (584) 27%
Net Inflows (£m) 857 876 809 (8)%
Market Growth and Other (£m) 468 615 766 25%
Closing AUA (£m) 4,350 5,841 7,416 27%
Notes to the Tables
For definitions, see Chief Financial Officer's Review and Measuring our
Performance sections of this announcement.
ppt: A percentage point is the unit for the arithmetic difference of two
percentages.
*Group Revenue reflects the aggregate performance of our UK and US operations
and is adjusted for Intercompany Eliminations of £(1.4)m (2024: £(1.2)m)
which relate to internal services provided within the Group at arm's length.
**PensionBee's Key Performance Indicators include an alternative performance
measure ('APM') which is Adjusted EBITDA. APMs are not defined by
International Financial Reporting Standards ('IFRS') and should be considered
together with the Group's IFRS measurements of performance. PensionBee
believes this APM assists in providing greater insight into the underlying
performance and enhances comparability of information between reporting
periods.
Analyst, Investor and Press Presentation
A copy of the 2025 Full Year Results announcement and presentation will be
made available post-market close on 11 March 2026 for download at
pensionbee.com/investor-relations. A recording of the presentation will be
made available shortly afterwards.
Investor Meet Company Presentation
Romi Savova and Christoph J. Martin will provide a live presentation relating
to the Full Year Results via Investor Meet Company on 11 March 2026 at 5:00pm
UK (GMT) / 1:00pm US (EST).
The presentation is open to all existing and potential shareholders.
Sign up to Investor Meet Company for free and add PensionBee via:
investormeetcompany.com/pensionbee-group-plc/register.
Investors who already follow the Company on the Investor Meet Company platform
will automatically be invited.
Enquiries
Press
Steven Kennedy
press@pensionbee.com
+44 20 3557 8444
Analysts and Investors
investor@pensionbee.com
About PensionBee
PensionBee is creating a global leader in the consumer retirement market with
approximately £7.4 billion ($10 billion) in assets on behalf of approximately
305,000 customers.
Founded in 2014, we aspire to make as many people as possible pension
confident so that everyone can enjoy a happy retirement. We help our customers
to combine their retirement savings into a new online account, which they can
manage from the palm of their hand.
PensionBee accounts are invested by the world's largest investment managers,
collectively looking after more than $10 trillion in savings between them.
Each PensionBee customer has a personal account manager ('BeeKeeper') to guide
them through their savings and retirement journey. PensionBee has an
'Excellent' Trustpilot rating based on 12,600 reviews.
As a public company, we aspire to the highest standards in everything we do
because our customers deserve peace of mind. Our team of over 200
professionals, based across the UK and New York, has one focus: you, our
customer.
PensionBee is listed on the London Stock Exchange (LON: PBEE; OTCQX:PBNYF).
Forward-Looking Statements
Statements that are not historical facts, including statements about
PensionBee's or management's beliefs and expectations, are forward-looking
statements. The results contain forward-looking statements, which by their
nature involve substantial risks and uncertainties as they relate to events
and depend on circumstances which will occur in the future and actual results
and developments may differ materially from those expressly stated or
otherwise implied by these statements.
These forward-looking statements are statements regarding PensionBee's
intentions, beliefs or current expectations concerning, among other things,
its results of operations, financial condition, prospects, growth, strategies
and the industry and markets within which it operates.
These forward-looking statements relate to the date of these results and
PensionBee does not undertake any obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after
the date of the results.
Chief Executive Officer's Review
"Long-term outcomes will be driven by the success of our brand, our technology
and our culture. These strategic pillars are intimately intertwined with our
five core values. enabling us to align our team and really focus on what
matters. Strategy is important, but ultimately strategy needs to be executed,
and this is an area where PensionBee has excelled again."
Dear fellow shareholder,
2025 has been another successful year for PensionBee, marking our first full
year of operations as a global business, the delivery of over £7.4bn
(c.$10bn) of Assets under Administration on behalf of 305,000 Invested
Customers, and our second year of Adjusted EBITDA profitability at the Group
level.
Leading a Global PensionBee with our Values
Every couple of years I re-read Peter Drucker's seminal "What is Strategy?"
always finding new meaning from the vantage point of an enlarged and
continuously changing business. Following a Company-wide exercise in 2025, we
refreshed our strategy, recognising that long-term outcomes will be driven by
the success of our brand, our technology and our culture. These strategic
pillars are intimately intertwined with our five core values of Love, Quality,
Simplicity, Innovation and Honesty, enabling us to align our team and really
focus on what matters.
Our brand - centred on a warm, human and engaging approach to retirement
planning - drives trust and long-term customer relationships, enabling us to
serve the mass market while continuing to grow. Our ambition is to build a
globally recognised PensionBee brand, building on our success in the United
Kingdom ('UK') where we reached record brand awareness this year, with plans
to reach millions of Americans over the next decade as well.
In our approach to technology, we considered how to build globally and
efficiently, driven by the recognition that customers around the world crave
the same financial freedom and control over their retirement savings. We
developed the concept of global features with local implementation, supported
by a unified approach to user experience. We onboarded new customer tooling
with embedded artificial intelligence to enhance operations in the UK and in
the United States ('US').
With a constant eye on our culture, we refreshed our people strategy, focusing
on wellbeing as a key driver of high performance. PensionBee's culture enables
us to achieve extraordinary things and to deliver a transformational
experience for our customers' retirement saving and spending needs. Of course
we leaned heavily on our bee heritage, devising the 'Six Bees of Wellbeing' -
Bee Change, Bee Included, Bee Clear, Bee Developed, Bee There and Bee Rewarded
- pillars that offer our team a rewarding, long-term career with the Company.
I hope you enjoy reading the refreshed iteration of our strategy in the coming
sections.
Of course, strategy is important, but ultimately strategy needs to be
executed, and this is an area where PensionBee has excelled again.
United Kingdom: Delivering Exceptional Growth, Momentum and Profitability
In the UK, we maintained a strong growth trajectory, expanding our Invested
Customer base to 305,000 Invested Customers and our Assets Under
Administration (AUA) to £7.4bn. We onboarded approximately 40,000 new
customers, compared to 36,000 in 2024, generating predictable, recurring
Revenue of £44.0m. When paired with our scalable cost base, we saw
significant operating leverage, resulting in Adjusted EBITDA profitability of
£5.4m for the year.
This performance was supported by an increase in marketing expenditure to
£12.1m, bringing our cumulative spend since inception to £76m. This
sustained commitment has been vital in establishing a trusted consumer brand
and providing the foundation for our data-led, multi-channel strategy. Through
our 'When your pension's in a good place, you're in a good place' campaign, we
reached consumers digitally and physically via high impact roadside sites,
driving prompted brand awareness to a record high of approximately 60%.
Importantly, we have laid the groundwork for further marketing investment over
the coming years as we progress towards our long-term goal of 1m Invested
Customers.
This year, we successfully streamlined our front-end technology architecture,
significantly improving both the customer sign-up journey and developer
velocity. We laid the foundations for ongoing product innovation in 2026,
focusing on features that drive referability across our growing customer base.
We also evolved 'Beetrix', our AI co-pilot, which will soon transition from an
internal tool into a key driver of customer support. This innovation allows us
to provide deeper personalisation at scale while ensuring every customer can
always reach their personal BeeKeeper. With a 22% increase in productivity
this year and a consistent 4.6★ Excellent Trustpilot score, we will continue
to increase productivity while delivering an exceptional experience for our
customers.
Beyond financial performance and operational efficiency, we continue to lead
the industry in consumer advocacy by championing a 10-day pension switch
guarantee to improve consumer outcomes across the sector when it comes to
transferring pensions, consolidating savings and enabling consumers to take
control of their retirement. Ultimately, we are not just building a more
efficient business; we are redefining what it means to be a modern,
customer-first financial institution in a digital age.
United States: Laying the Foundations for Scale
Our US operations focused on deepening the foundations required to scale with
confidence. The baseline infrastructure established in 2024 was further
strengthened by the expansion of our consumer offering, which now includes
Roth IRAs, easy contributions including for the self-employed, and a
comprehensive retirement planner. We streamlined our transfer protocols,
processed complex retirement account transfers, and at levels multiple times
above our $50,000 target average, contributing to the accumulation of $3m in
Assets under Administration by the year-end.
We simultaneously focused on growing brand awareness, employing a
multi-channel approach to building trust, combining physical and digital media
to introduce our proposition to American consumers. This effort was anchored
by our major multi-city brand campaign across 12 metropolitan areas, utilising
television, billboards and radio to reach audiences at scale. In parallel,
targeted digital initiatives such as our 'Money Mistakes' campaign drove
engagement and grew our social media community to approximately 100,000
followers and 500,000 views. We recorded prompted national brand awareness(1)
of approximately 5% and a high of 12% in our home state of New York. Our
efforts to build long-term brand recognition in the world's largest retirement
market were supported by $5.0m of marketing, which was reimbursed through our
long-term arrangement with State Street.
Our growing brand presence and robust infrastructure have also allowed us to
capture growth opportunities through our business-to-business Automatic
Rollover IRA channel. Operating alongside our direct-to-consumer proposition,
we have worked directly with employers, consultants and partners to offer a
comprehensive employer solution to the problems arising from the dormant
accounts of former employees. In 2025, we integrated with major recordkeepers
through SS&C and secured Automatic Rollover IRA contracts. These
achievements demonstrate our ability to compete for the 4m retirement
accounts(2) forced out of employer plans each year, which represents an annual
market opportunity exceeding $50bn in assets.(3)
Ultimately, these developments mark a pivotal step forward for our US
business. By strengthening our consumer offering, brand visibility, and
Automatic Rollover IRA pipeline, we have positioned the Company to scale
efficiently over the coming years.
Looking Ahead to 2026
As we enter 2026, we do so with clear momentum built across the business
during 2025 and a focused set of priorities ahead. In the UK, we continue to
progress towards one million Invested Customers, leveraging our established
market position to deliver sustained, profitable growth. In the US, our focus
is on reaching $1bn of assets, supported by the disciplined deployment of
capital raised in 2024 to support the introduction of a 1% match on all
completed 401(k) rollovers, transfers and contributions, and complete key
transfer automations that will enhance our ability to scale. Across both
markets, the consumer remains at the centre of every decision we make, enabled
by a global team united by our values of Love, Honesty, Innovation, Quality
and Simplicity, and guided by our mission to make consumers more retirement
confident.
Romi Savova
Chief Executive Officer
11 March 2026
Notes:
1. PensionBee prompted brand awareness tracker is measured
through a consumer survey asking 'Which of the following have you heard of?'
with respect to financial services brands.
2. Data source: Employee Benefit Research Institute, Small
Accounts: Mandatory Rollovers and Small Balance DC Accounts.
3. Data source: Employee Benefit Research Institute (EBRI)
tabulations of U.S. Department of Labor Form 5500 pension data.
Chief Financial Officer's Review
"Scaling efficiently and strengthening our financial position through
disciplined control, the business remains firmly focused on long-term value
creation enabled by our core pillars: brand, technology and culture."
Group Performance Overview
The Group delivered another year of strong progress, with continued
operational momentum translating into improved financial performance and a
strong year-end financial position. Increases in Invested Customers and Assets
under Administration ('AUA') supported higher recurring Revenue, while
disciplined cost control and ongoing efficiency gains contributed to
additional operating leverage. The UK business continued to scale profitably
on an Adjusted EBITDA basis, demonstrating the strength of our business model,
while investment in the US remained measured and purposeful as we built the
foundations for growth long-term. Consistent with our refreshed strategy, we
remained focused on the long-term drivers of success: the strength of our
brand, the capability of our technology platform and the impact of our
culture, each of which continues to differentiate the business and underpin
PensionBee's delivery.
By the end of the year, Invested Customers increased to 305,000 (2024:
265,000), supported by disciplined marketing deployment and targeted growth
initiatives; AUA increased to £7.4bn (2024: £5.8bn), reflecting strong Net
Flows alongside positive market performance. This resulted in Revenue
increasing by 28% to £42.6m (2024: £33.2m), underpinned by our recurring
customer fee structure and stable Revenue Margin. We delivered our second
consecutive full year of positive Adjusted EBITDA of £0.9m (2024: £0.4m),
reflecting continued operating efficiency. Reflecting this performance and the
impact of non-cash items, Profit/(Loss) before Tax improved to £(2.8)m for
2025 (2024: £(3.1)m). Together, these outcomes reflect a business that is
scaling efficiently, exercising disciplined control over investment and
maintaining a strong financial position.
Summary Financials
As at Year End
United Kingdom United States Group
2025 2024 YoY 2025 2024 YoY 2025 2024 YoY
Revenue (£m) * 44.0 34.4 28% - - n/m 42.6 33.2 28%
Money Manager Costs (£m) (6.0) (4.3) 39% - (0.1) n/m (6.0) (4.3) 40%
Technology Platform Costs & Other Operating Expenses (£m) (20.5) (18.6) 10% (4.4) (1.9) (130)% (23.5) (19.3) 21%
Advertising and Marketing Expenses (£m) (12.1) (9.1) 33% (3.8) (0.8) n/m (16.0) (9.9) 62%
Other Income: Marketing Reimbursement (£m) ** - - - 3.8 0.8 n/m 3.8 0.8 n/m
Adjusted EBITDA (£m) 5.4 2.4 131% (4.5) (1.9) (136)% 0.9 0.4 104%
Adjusted EBITDA Margin 12% 7% 6ppt n/m n/m n/m 2% 1% 1ppt
Profit/(Loss) before Tax (£m) 2.2 (1.0) n/m (5.0) (2.2) (126)% (2.8) (3.1) 11%
Profit/(Loss) before Tax Margin 5% (3)% 8ppt n/m n/m n/m (7)% (9)% 3ppt
Notes to the Table
*Group Revenue reflects the aggregate performance of our UK and US operations
and is adjusted for Intercompany Eliminations of £(1.4)m (2024: £(1.2)m)
which relate to internal services provided within the Group at arm's length.
** Other Income: Marketing Reimbursement received from State Street to
reimburse a substantial portion of the Advertising and Marketing expenses
incurred by PensionBee in the United States (US).
Driving Customer Growth through Investment in Brand Awareness and Data-Driven
Acquisition
As at Year End
Dec-2025 Dec-2024 YoY
Advertising and Marketing Expenses (£m) (16.0) (9.9) 62%
Of which UK Advertising and Marketing Expenses (£m) (12.1) (9.1) 33%
Of which US Advertising and Marketing Expenses (£m) (3.8) (0.8) n/m
Other Income: Marketing Reimbursement (£m) 3.8 0.8 n/m
Net Advertising and Marketing Expense (£m) (12.2) (9.1) 34%
UK Cost per Invested Customer (£) 251 242 At threshold
Invested Customers (thousands) 305 265 15%
PensionBee's growth is driven by the combination of our brand strength and our
data-led approach to customer acquisition. Our model focuses on building a
recognisable and trusted brand that can reach the mass market of consumers,
which serves as a powerful multiplier of our digital marketing efficiency. In
the UK, where we have been established for more than a decade, this is
evidenced by record prompted brand awareness of approximately 60% and a highly
optimised UK Cost per Invested Customer ('CPIC'). Simultaneously, we are
successfully translating this framework to the US, where we have already
established approximately 5% brand awareness. By leveraging our proprietary
data platform across both territories, we ensure marketing capital is deployed
with precision to drive scalable growth and create long-term shareholder
value. Accordingly, the Group increased its Advertising and Marketing
investment by 62% to £16.0m in 2025 (2024: £9.9m). In addition, the Group
received marketing reimbursement of £3.8m for US marketing support from our
partner, State Street (2024: £0.8m).
In the UK, strong customer acquisition performance delivered approximately
40,000 new Invested Customers during the year (2024: 36,000). Growth was
driven by disciplined execution of our strategy, enabling us to attract a
broader mass market audience. Whilst the mix included a slightly younger
cohort on average, these customers will typically increase their retirement
savings over time as they consolidate accounts and increase contributions. We
successfully deployed £12.1m in marketing spend (2024: £9.1m), an increase
of 33%, demonstrating a high level of marketing efficiency with UK Cost per
Invested Customer (CPIC) of £251 by the end of the year (2024: £242) at the
target threshold. Supported by the cumulative impact of our historical
marketing investment of £76m since inception, we continue to scale at pace in
the UK. The total Invested customer base reached 305,000 by the end of the
year (2024: 265,000); and we continue to pursue our ambition of reaching 1m
Invested Customers by 2034.
In the US, the blueprint for expansion follows the UK's path. In this
foundational phase we have focused on increasing brand presence, adapting our
model to local market dynamics. Our entry into the US has been supported by
our partnership with State Street, which has provided £3.8m (c.$5.0m) of
reimbursed marketing support in 2025 (2024: £0.8m). This arrangement has
enabled us to invest in brand-building to showcase our customer-centric
solution. By adopting a multi-channel approach and targeted campaigns, we have
achieved a meaningful uplift in brand awareness, specifically in the markets
where billboard advertising was deployed; brand awareness reached 12% in our
home state of New York, 9% in Seattle and 6% in Chicago. This has in turn
converted broader market interest into a healthy customer pipeline. Early
momentum in our 1% Match initiative, which is designed to accelerate our path
to $1bn of AUA in the US, alongside several new distribution initiatives
through our business-to-business sales strategy, ensures we are positioned for
further growth in 2026.
Strong Asset Growth Momentum driven by High Retention Rates and Cost
Disciplined Acquisition
As at Year End
Dec-2025 Dec-2024 YoY
Invested Customer Retention Rate (% of IC) 96% 96% Stable at >95%
AUA Retention Rate (% of AUA) 95% 96% Stable at >95%
Opening AUA (£m) 5,841 4,350 34%
Gross Inflows (£m) 1,393 1,334 4%
Gross Outflows (£m) (584) (459) 27%
Net Flows (£m) 809 876 (8)%
Market Growth/(Contraction) and Other (£m) 766 615 25%
Closing AUA (£m) 7,416 5,841 27%
Net Flows (£m) 809 876 (8)%
Of which Net Flows from New Customers (£m) 688 709 (3)%
Of which Net Flows from Existing Customers (£m) 120 167 (28)%
PensionBee delivered another year of strong performance, bolstered by
disciplined customer acquisition, strong retention and continued asset growth.
Invested Customer Retention remained stable at 96% (2024: 96%), whilst the AUA
Retention Rate was 95% (2024: 96%), both remaining above the 95% threshold.
Reflecting the long-term journey of our customers - remaining on the platform,
consolidating additional pensions and contributing over time - these
characteristics anchor the structural durability and growth of our asset base.
Importantly, our cohort performance continues to demonstrate the strength of
our model; each annual intake of customers adds a new layer of assets, and
over time these cohorts typically grow through consolidation, ongoing
contributions and market growth. This expanding Assets under Administration
('AUA'), fuelled by maturing and new cohorts, underpins the recurring nature
of our Revenue.
Over 2025, AUA increased 27% to £7.4bn (2024: £5.8bn), propelled by
resilient gross inflows of £1,393m (2024: £1,334m). This performance was
catalysed by a strategic decision to rebalance expenditure from lower-funnel
acquisition towards brand-led marketing to strengthen the upper funnel. Whilst
this led to the acquisition of a higher proportion of younger customers with
smaller initial balances, it reinforces a robust medium-term outlook as these
cohorts grow their balances over time. Inflow momentum remained strong despite
seasonal uncertainty surrounding the announcement of the UK Budget, which led
to a temporary deferral in consolidation activity. This deferral was
particularly evident among older customer segments, who typically possess
larger balances for consolidation and were more inclined to pause activity
until fiscal clarity was restored.
Gross outflows for the period were £584m (2024: £459m), remaining consistent
with historical trends at approximately 10% of opening AUA. The underlying
quality of the asset base remains high, with Invested Customer Retention and
AUA Retention both stable at >95% (2024: >95%). Consequently, total Net
Flows were £809m (2024: £876m), comprising a contribution of £688m from new
customers (2024: £709m) and £120m from existing customers (2024: £167m). As
fiscal certainty returns, a strong pipeline of consolidation activity is
expected, further supporting our growth trajectory.
Beyond Net Flows momentum, our AUA remained aligned to capital market
performance, as most of our customers' retirement savings are invested in
global equity markets. Favourable conditions during the year resulted in
Market Growth/(Contraction) and Other contributing £766m (2024: £615m) to
our asset base, supporting our overall AUA growth.
Whilst our core financial metrics are primarily driven by our established UK
operations, we continue to make strategic progress in the US. We remain
focused on leveraging our proven technology platform and data-led acquisition
strategies to scale this entry over the medium term. This international
expansion parallels the successful growth trajectory observed in our UK
cohorts. This approach provides a diversified foundation for future growth.
Resilient Revenue Margin drove an Overwhelming Majority of Recurring Revenue
As at Year End
Dec-2025 Dec-2024 YoY
Revenue Margin (% of AUA) 0.65% 0.64% +1bp
Revenue (£m) 42.6 33.2 28%
Of which UK Revenue (£m) 44.0 34.4 28%
Of which US Revenue (£m) - - n/m
Of which Intercompany Eliminations (£m) (1.4) (1.2) 20%
PensionBee continues to generate high-quality Revenue, sustained by a
resilient Revenue Margin that efficiently converts compounding AUA growth into
predictable and recurring Revenue. Over 2025, Revenue for the Group increased
by 28% to £42.6m (2024: £33.2m), driven by the 27% increase in AUA and the
continued stability of our Revenue Margin at 0.65% (2024: 0.64%). This growth
was primarily underpinned by UK Revenue of £44.0m (2024: £34.4m); with
minimal Revenue generated from the US during the period, as the business
remains in its foundational phase, with activity focused on product rollout
and brand development. Group Revenue reflects the aggregate performance of our
UK and US operations and is adjusted for Intercompany Eliminations of £(1.4)m
(2024: £(1.2)m) which relate to internal services provided within the Group
at arm's length.
The majority of Revenue is derived from annual management fees charged as a
percentage of AUA. As a result, our high Invested Customer Retention and AUA
Retention Rates of >95% (2024: >95%) mean that Revenue is largely
recurring, providing a stable and predictable income profile. Revenue also
includes contributions from complementary activities, such as our UK
LifeSearch intermediary partnership and other ancillary income streams,
although these currently represent an immaterial proportion of total Revenue.
Efficient Investment in our Industry Leading Technology Platform, People and
Product
As at Year End
Dec-2025 Dec-2024 YoY
Money Manager Costs (£m) (6.0) (4.3) 40%
Employee Benefits Expense (£m)* (15.3) (12.6) 21%
Other Operating Expenses (£m) (8.2) (6.7) 21%
Technology Platform Costs & Other Operating Expenses (£m) (23.5) (19.3) 21%
Notes to the Table
*Employee Benefits Expense exclude Share-based Payments
We continued to manage our cost base with discipline while investing in
long-term capability, scalability and resilience. By leveraging automation and
technology integration, we have maintained tight control over employee and
operating costs, delivering positive operating leverage and continued
profitability progression as we scale across markets.
Our Money Managers
As at Year End
Dec-2025 Dec-2024 YoY
Money Manager Costs (£m) (6.0) (4.3) 40%
Of which UK Money Manager Costs (£m) (6.0) (4.3) 39%
Of which US Money Manager Costs (£m) (0.1) (0.0) n/m
Money Manager costs increased to £(6.0)m in 2025 (2024: £(4.3)m) at a
slightly higher rate than with the increase in AUA, reflecting the fund
switches that took place in the UK across the year and a move to more active
management of our customer base over the age of 50.
Our People
As at Year End
Dec-2025 Dec-2024 YoY
Employee Benefits Expense (£m)* (15.3) (12.6) 21%
Of which UK Employee Benefits Expense (£m)* (13.2) (12.2) 8%
Of which US Employee Benefits Expense (£m)* (2.2) (0.5) n/m
Notes to the Table
*Employee Benefits Expense exclude Share-based Payments
Across the Group, we invested in automation to keep our workforce relatively
stable at approximately 215 employees (2024: 204) while the associated
Employee Benefits Expense (excluding Share-based Payments) rose 21% to £15.3m
(2024: £12.6m). This increase reflects our commitment to advancing team
capabilities and supporting staff through a high-inflationary environment,
while streamlining long-term people costs through platform scalability. In the
UK, we focused on optimising specialised roles and fostering internal
mobility, whilst adopting AI-driven tools to enhance operational productivity.
In the US, we operated with a lean local team, prioritising essential
operational roles and drawing on our established global technology resources
to ensure we remain agile as we adapt the product to US consumer needs.
Our Scalable Technology Platform
As at Year End
Dec-2025 Dec-2024 YoY
Technology Platform Costs & Other Operating Expenses (£m) (23.5) (19.3) 21%
Of which UK Technology Platform Costs & Other Operating Expenses (£m) (20.5) (18.6) 10%
Of which US Technology Platform Costs & Other Operating Expenses (£m) (4.4) (1.9) 130%
Of which Intercompany Eliminations (£m) 1.4 1.2 20%
Our technology-first approach is the primary driver of an improved
cost-to-serve and the delivery of operating leverage. In 2025, Technology
Platform Costs & Other Operating Expenses were £23.5m (2024: £19.3m),
with Other Operating Expenses accounting for £8.2m (2024: £6.7m). This
growth in expenditure reflects targeted investment in platform resilience and
data security, reinforcing the robust foundation that supports sustained
growth, while lowering relative costs. On a regional basis, UK Technology
Platform Costs & Other Operating Expenses were £20.5m (2024: £18.6m) and
US Technology Platform Costs & Other Operating Expenses were £4.4m (2024:
£1.9m). The Group total excludes £1.4m (2024: £1.2m) of arm's length
internal charges from the UK to the US, which were eliminated on consolidation
to reflect the Group's external cost base.
The efficiency of our technology platform is rooted in a unified global
infrastructure, which allows us to scale rapidly by avoiding duplicated
development efforts. In the UK, our technological maturity is positioned to
support a reducing marginal cost per customer as we scale. Simultaneously, we
have tailored our global architecture to meet US-specific requirements, such
as 401(k) rollovers, allowing for rapid iteration while maintaining strict
control over development costs.
The Group continues to achieve significant gains in operational productivity,
building on a trajectory that has delivered a 20% year-on-year increase in
Invested Customers per Staff Member in the UK. By decoupling Revenue growth
from operational spending, through advanced automation and a unified global
technology stack, we are well-positioned to expand our margin profile. This
disciplined approach ensures that as our customer base grows, our cost per
customer continues to decline, supporting long-term profitability and
delivering value for our stakeholders.
Profitability Metrics
United Kingdom - Delivering Exceptional Growth Momentum and Profitability
As at Year End
Dec-2025 Dec-2024 YoY
UK Adjusted EBITDA (£m) 5.4 2.4 131%
UK Adjusted EBITDA Margin (% of UK Revenue) 12% 7% 6ppt
The UK business achieved a significant milestone with a second full year of
Adjusted EBITDA profitability, reaching £5.4m for 2025 as compared to £2.4m
in 2024. This performance was underpinned by an improvement in the Adjusted
EBITDA Margin to 12% (2024: 7%), driven by our recurring Revenue model and
supported by disciplined, efficient marketing investment, strong brand
presence and platform scalability. Our performance in the UK continues to
validate the strength of our business model: combining high Invested Customer
Retention and growth with a stable, strictly controlled cost base to deliver
sustained and profitable growth.
United States - Laying the Foundations for Scalable Long-Term Growth
As at Year End
Dec-2025 Dec-2024 YoY
US Adjusted EBITDA (£m) (4.5) (1.9) (136)%
US Adjusted EBITDA Margin (% of US Revenue) n/a n/a n/a
The US remains in a foundational build phase, recording an Adjusted EBITDA of
£(4.5)m as compared to £(1.9)m in 2024. This reflects our continued
investment in operational readiness and brand presence. The marketing
component of this investment is almost cost-neutral to the Group, with State
Street substantially reimbursing £3.8m (c.$5.0m) of the marketing spend. The
remaining US operational costs reflect our investment in building the
infrastructure and team necessary to capture the significant long-term market
opportunity, while leveraging our proven UK platform and expertise.
Group Financial Review
As at Year End
Dec-2025 Dec-2024 YoY
Adjusted EBITDA (£m) 0.9 0.4 104%
Depreciation and Amortisation Expense (£m) (0.4) (0.3) 23%
Share-based Payments (£m) (4.3) (3.2) 37%
Expansion Costs (£m) - (0.2) (100%)
Finance Income (£m) 1.0 0.1 n/m
Profit/(Loss) before Tax (£m) (2.8) (3.1) 11%
Taxation (£m) 0.1 nil n/m
Basic Earnings per Share (1.20)p (1.38)p 13%
The Group delivered an Adjusted EBITDA of £0.9m (2024: £0.4m), reflecting
strong strategic execution across two distinct operations. This result was
driven by a profitable UK business, which reached £5.4m in Adjusted EBITDA
(2024: £2.4m), alongside our foundational US expansion which recorded an
Adjusted EBITDA of £(4.5)m (2024: £(1.9)m) as it builds towards scale.
Reflecting this performance and the impact of non-cash items, Profit/(Loss)
before Tax imrpoved to £(2.8)m for 2025 (2024: £(3.1)m).
Adjusted EBITDA excludes non-cash and non-recurring items to provide a clearer
view of underlying performance. The metric captures Advertising and Marketing
Expenses but excludes Depreciation and Amortisation Expense, Share-based
Payments and Expansion Costs. During the period, Depreciation and Amortisation
Expense remained stable at £(0.4)m (2024: £(0.3)m), while Expansion Costs
related to the US market entry were nil, as these were primarily incurred
during the 2024 launch phase (2024: £(0.2)m). Finance Income rose to £1.0m
in 2025 (2024: £0.1m), reflecting the benefit of higher interest earned on
our strong cash balance. Share-based Payments increased to £4.3m (2024:
£3.2m), reflecting the Company's commitment to supporting long-term talent
retention and aligning employee incentives with the Group's growth.
Taxation for the period was (0.1)m (2024: nil), and no deferred tax asset was
recognised with respect to the carried forward losses.
Basic Earnings per Share ('EPS') was (1.20)p for 2025 (2024: (1.38)p). While
the loss per share reflects the ongoing foundational investments required for
our expansion, this phase is essential for building the scale and
infrastructure necessary to capture the significant long-term market
opportunity ahead.
Financial Position
The Group's balance sheet remains strong. As of 31 December 2025, the balance
of Cash and Cash Equivalents was £32.6m (2024: £35.0m). Our ability to
maintain a substantial cash reserve is supported by our UK operations, which
are self-funding and generating sustained profitability to drive their own
continued growth. This disciplined approach to capital allocation ensures the
Group remains well-capitalised with no borrowings.
Regulatory Capital and Financial Resources
PensionBee Limited, a subsidiary of the Company, is authorised and regulated
by the Financial Conduct Authority ('FCA') and therefore adheres to capital
requirements set by the FCA. As of December 2025, the capital resources stood
at £18.3m (unaudited) as compared to a capital resource requirement of £2.2m
(unaudited), resulting in coverage of 8.2x. We have maintained a healthy
surplus over our regulatory capital requirement throughout the year and
continue to manage our financial resources prudently.
PensionBee Inc. is registered with the U.S. Securities and Exchange Commission
('SEC') and is not subject to any capital resource requirements.
Christoph J Martin
Chief Financial Officer
11 March 2026
Measuring our Performance
When considering the overall performance of PensionBee, we use a range of key
performance indicators ('KPI's) to monitor and assess our progress against our
strategy
Financial Performance Measures
Revenue 2025: £42.6m 28% Revenue means the income generated from the asset base of PensionBee's
customers, essentially annual management fees charged on the AUA, together
2024: £33.2m with a minor Revenue contribution from other services.
Adjusted EBITDA* 2025: £0.9m 104% Adjusted EBITDA is the Operating Profit/(Loss) for the year before Taxation,
Finance Costs, Finance Income, Depreciation and Amortisation Expense,
2024: £0.4m Share-based Payments and Expansion Costs. This measure is a proxy for
operating cash flow.
Adjusted EBITDA Margin 2025: 2% +1 ppt** Adjusted EBITDA Margin means Adjusted EBITDA as a percentage of Revenue for
the relevant period.
2024: 1%
Profit/(Loss) before 2025: £(2.8)m 11% Profit/(Loss) before Tax is a measure that looks at PensionBee's profit or
Tax ('PBT')
losses for the year before it has paid corporate income tax.
2024: £(3.1)m
Basic Earnings per Share ('EPS') 2025: (1.20)p 13% Basic Earnings per Share is calculated by dividing the profit or loss
attributable to ordinary equity holders of the Group by the weighted average
2024: (1.38)p number of ordinary shares in issue during the period.
Net Cash Flow 2025: £(2.3)m n/m Net Cash Flow is the sum of cash generated by operations, investments and
financing activities, less cash used in operations, investments and financing
2024: £22.8m activities.
Non-Financial Performance Measures
Assets under Administration ('AUA') *** 2025: £7.4bn 27% Assets under Administration ('AUA') is the total invested value of pension
assets within PensionBee Invested Customers' pensions. It measures the new
2024: £5.8bn inflows less the outflows and records a change in the market value of the
assets. AUA is a measurement of the growth of the business and is the primary
driver of Revenue.
AUA Retention Rate (% of AUA) 2025: 95% Stable at >95% AUA Retention measures the percentage of retained PensionBee AUA from
transfers out over the average of the year. High AUA retention provides more
2024: 96% certainty of future Revenue. This measure can also be used to monitor customer
satisfaction.
This metric will be retired and replaced in Q1 2026 with Value Retention, a
more comprehensive measure that more accurately reflects the AUA value driver.
Net Flows*** 2025: £809m (8)% Net Flows measures the cumulative inflow of PensionBee AUA from consolidation
and contribution ('Gross Inflows'), less the outflows from withdrawals and
2024: £876m transfers out ('Gross Outflows') over the relevant period.
Invested Customers ('IC') 2025: 305k 15% Invested Customers means those customers who have transferred assets or made
contributions into one of PensionBee's investment plans and have an active
2024: 265k balance.
UK Cost per Invested Customer ('CPIC') 2025: £251 At threshold Cost per Invested Customer ('CPIC') means the cumulative UK advertising and
marketing expenses incurred since PensionBee commenced trading up until the
2024: £242 relevant point in time divided by the cumulative UK Invested Customers at that
point in time. This measure monitors cost discipline of customer acquisition.
PensionBee's desired UK CPIC threshold is approximately £250.
Invested Customer Retention Rate 2025: 96% Stable at >95% Invested Customer Retention Rate measures the percentage of retained
(% of IC)
PensionBee Invested Customers over the average of the year. High Customer
2024: 96% Retention provides more certainty of future Revenue. This measure can also be
used to monitor customer satisfaction.
Revenue Margin (% of AUA) 2025: 0.65% Stable Revenue Margin expresses the recurring Revenue over the average quarterly AUA
held in PensionBee's investment plans over the period.
2024: 0.64%
Notes to the Table
*PensionBee's Key Performance Indicators include an alternative performance
measure ('APM') which is Adjusted EBITDA. APMs are not defined by
International Financial Reporting Standards ('IFRS') and should be considered
together with the Group's IFRS measurements of performance. PensionBee
believes this APM assists in providing greater insight into the underlying
performance and enhances comparability of information between reporting
periods.
**A ppt is a percentage point. A percentage point is the unit for the
arithmetic difference of two percentages.
***US assets are converted to GBP using the conversion rate on the last
working day of the period. As at 31 December 2025 1.35 USD/GBP
Principal Risks and Uncertainties
Principal Risks
We have identified six Level 1 risks which could potentially have a material
adverse impact on PensionBee's business or long-term performance, and if not
appropriately mitigated, they could also result in significant reputational
damage due to unfavourable public perceptions of the Company's business
prospects. These risks could arise from internal or external events, acts or
omissions. The risks summarised below do not purport to be exhaustive, as
there may be additional risks that have not yet been identified, or which have
been deemed to be immaterial.
Regulatory Risk
Our business is subject to risks relating to changes in government policy and
applicable regulations. Any regulatory changes which are negative for our
business could have a material adverse effect on our business prospects.
In the UK, PensionBee's Limited is principally subject to regulation from the
Financial Conduct Authority ('FCA') and relevant rules and guidance from HMRC
and the Information Commissioner's Office ('ICO'). In the US, PensionBee Inc.
is principally subject to regulation from the Securities and Exchange
Commission ('SEC'), Financial Industry Regulatory Authority ('FINRA') guidance
and Department of Labor ('DOL') rules, in addition to state level regulations.
PensionBee may fail, or be held to have failed, to comply with regulations.
Such regulations and approvals may change, making compliance more onerous and
costly. If the regulators concluded that PensionBee had breached applicable
regulations, this could result in a public reprimand, fines, customer redress
or other regulatory sanctions.
In addition, PensionBee may be subject to complaints or claims from customers
and third parties in the normal course of business. If a large number of
complaints, or complaints resulting in substantial customer and third-party
related losses, were to be upheld against PensionBee, it could have a material
adverse effect on our business and financial condition.
Information Security Risk
PensionBee faces various risks related to the confidentiality, availability
and integrity of our IT systems.
We are required to handle confidential and personal data in compliance with
strict data protection and privacy laws in the UK and US, including the Data
Protection Act, GDPR, US state-specific data privacy and data protection
requirements and applicable safeguarding regulations including elements of the
Gramm-Leach-Bliley Act and state enactments of this legislative framework. The
loss or misuse of data could result in a material loss of business, financial
losses, regulatory enforcement actions and significant harm to our reputation.
If our information security policies, procedures and processes relating to
personal data are not fully implemented and adhered to by our employees, or if
any of our third-party service providers fail to manage data in a compliant
manner, we could face financial sanctions and reputational damage.
Furthermore, our operations are susceptible to cyber crime and loss or theft
of data. Failure to prevent such actions, including circumvention of our
information security policies, procedures and processes, could result in
financial losses, business interruption and unauthorised access or disclosure
of personal data.
There is also a risk of ineffective controls, or failure of controls, that are
in place to ensure our technology architecture is fit for purpose, including
the infrastructure required to support applications, networking, hardware and
software, resulting in our inability to meet the standards required to deliver
to internal and external user expectations.
Operational Risk
During the regular course of business, we may be exposed to adverse financial
or reputational impact due to inadequate or failed internal processes, people
performance or IT systems, or due to third-parties or external events. Key
operational process risks are linked to our customer service, banking,
finance, marketing and change implementation. Operational Risk also includes
our risks in the areas of human resource management, enterprise risk
management and internal governance.
PensionBee is dependent on third-party providers for the provision of asset
management, banking and technology services. Any termination, interruption or
reduced performance of the services provided by these third-parties could
negatively impact our business operation and have a material adverse effect on
our reputation and profitability.
Our operational infrastructure and business continuity may be affected by
other failures or interruptions, some of which are events beyond our control.
Our systems and the systems of our third-party providers may be vulnerable to
fire, flood or other natural disasters; power loss, telecommunications or data
network failures; improper or negligent operation by employees or service
providers; unauthorised physical or electronic access or other factors. There
is no guarantee that our preventative measures would protect us from all
potential damage arising from the events described above.
Financial Risk
Market Risk: Our business may be adversely affected by negative sudden or
prolonged fluctuations in global capital markets. We generate the majority of
our Revenue in the form of fees charged on a recurring basis, calculated by
reference to the value of our Assets under Administration. Our Revenue and
profitability are therefore directly influenced by the health of the global
capital markets. A deterioration in the global economy and a resulting decline
in capital markets, or an increase in volatility, may have a negative impact
on the value of our customers' pensions and their overall confidence to make
new contributions or to consolidate new retirement savings into their
PensionBee retirement account.
Credit Risk: PensionBee is dependent on third-party financial services
providers for the provision of asset management and banking services. We are
reliant upon these third parties for the safekeeping of our own and our
customers' assets. A default by one of these third-parties would have a
material adverse effect on our reputation and financial position.
Strategic Risk
The retirement savings market is competitive and there is no guarantee that we
will be able to continue to maintain the growth levels we have achieved to
date, nor that we will be able to maintain our financial performance either at
historical or anticipated future levels. Our competitors include a variety of
financial services firms, and our market is characterised by ongoing
technological innovation, including of the underlying infrastructure and user
experience. There is no guarantee that we will outpace our competitors. In
addition, the retirement savings market remains cost-sensitive and competitors
could materially undercut our fees, thereby generating pressure on our
Revenue. Any failure to maintain our competitive position could lead to a
reduction in Revenue and profitability, as well as reduced future growth.
We are dependent upon the experience, skills and knowledge of our Directors
and our Executive Management Team to implement our strategy. The loss of a
significant number of Directors, Executive Management and/or other key
employees, or the inability to recruit suitably experienced, qualified and
trained staff as needed, may cause significant disruption to our business and
the ability to achieve our strategic objectives.
Climate Risk
As climate change intensifies, dangerous weather events are becoming more
frequent and more severe. More frequent and intense droughts, storms, heat
waves, as well as the rising sea levels, melting glaciers and warming of the
oceans, can directly harm life, reduce the value of assets and income streams,
and wreak havoc on people's livelihoods and communities.
These significant shifts in the global climate have the potential to adversely
affect our employees, customers and other stakeholders, and may have broader
implications on economic and social aspects. Through impacting productivity
growth, climate change can influence monetary policy, resulting in the changes
in economic variables such as inflation, economic growth and employment. Any
of these changes could in turn have a material adverse effect on our business
and financial position.
Summary of Risks and Mitigations
Through the application of our robust risk management framework, we have taken
appropriate steps to manage risk within the Board's risk appetite. A summary
of Principal Risks and the corresponding key mitigations follows.
Principal Risk Risk Definition Key Mitigations
Regulatory Risk The risk of regulatory sanctions, material financial loss or reputational · Maintaining a robust risk management framework and a set of
damage the Company could suffer as a result of its failure to comply with internal policies which are reviewed periodically
applicable laws, regulations, rules, or related internal standards and codes
of conduct · Adequate staff training and communication for key policies and
procedures
· Second line assurance programme providing oversight over the
effectiveness of regulatory compliance and related controls
· Robust change management governance requiring regulatory
compliance sign-off
· Regulatory capital and liquidity planning and monitoring through
the Finance function
· Regular interactions with industry bodies to proactively monitor
trends
· Values-based culture and strategy centred around Consumer Duty
Information Security Risk The risk of data loss, theft or disruption of information systems both · Regular data back-up and restoration testing to allow for
internally and throughout the supply chain, which impacts confidentiality, recovery in the event of a cyber-attack or corruption of data
integrity and availability
· Regular user access reviews and recertifications
· Proactive technical vulnerability assessments and mitigation
· Monitoring key third-party services and performance metrics
· Ongoing infrastructure assessments against business requirements
· Compliance and certification to ISO/IEC 27001:2022 and Cyber
Essentials Plus
· Monitoring of compliance with applicable regulation and
legislation in respect of data protection
· Maintaining a robust policy set and controls to keep information
secure
· Frequent training for all employees to promote a culture of
security awareness
· Continuing to invest in the information security programme to
mitigate evolving cyber risks
· Periodically testing business continuity plans for critical
assets and functions
· 24x7 / 365 proactive threat detection and response for critical
assets to prevent malicious behaviour
Operational Risk The risk of loss, disruption of business or adverse regulatory action · Internal governance to adequately oversee, challenge and escalate
resulting from inadequate or failed internal processes, people performance, the risk positions
systems, or due to third parties or external events
· A comprehensive set of operational policies and procedures
· Periodic Operational Risk and related key control assessments
· Implementing automation to reduce manual processing
· Automated Consumer Duty dashboard, monitoring customer outcomes
· Robust third-party supplier selection and due diligence process
with ongoing monitoring of key suppliers
· Periodic training for all employees and specialised training for
Customer Success and other teams
· Structured performance management for all employees and
formalised succession planning for key roles
· Maintaining a risk-aware corporate culture based on
accountability and transparency
Financial Risk The risk of the Company's inability to fulfil its financial obligations or · Geographic and asset class diversification of investment plans
internal objectives due to loss of Revenue resulting from adverse price
movements in the capital markets, or the impact of worsening creditworthiness · Recurring Revenue from long-duration assets
or default of a key financial partner
· Financial planning based on scenario analysis
· Maintaining adequate financial reserves
· Internal controls in place monitoring capital quality and reserve
levels
· Partnering only with large and reputable money managers and
banking institutions
· Robust controls in place to ensure the integrity of financial
data
Strategic Risk The risk of failures in strategic planning and execution leading to the · Core objectives calibrated using customer and regulatory feedback
Company not achieving its core objectives
· Ongoing assessment of competitor landscape and industry trends
· Proactive product development and deployment cycles
· Robust change management process
· Prioritising talent acquisition and retention
· Encouraging a culture of innovation
Climate Risk The risk of negative impact of climate change or its broader economic, · Small physical footprint, remote working, cloud-based technology
financial and societal consequences on the Company, or the Company's failure
to meet sustainability requirements from a commercial, regulatory or · ESG screenings applied in our investment plans to reduce harmful
stakeholder perspective exposures
· Using third-parties that have robust business continuity plans in
place
· Investment portfolio exposure analysis considering climate change
scenarios
Viability Statement
In accordance with Provision 31 of the UK Corporate Governance Code 2024, the
Board has assessed the viability of PensionBee Group plc and its subsidiaries
(together the 'Group'), considering a four-year period to December 2029. The
Board considers a four-year horizon to be an appropriate period over which to
assess the Group's strategy and its capital requirements, considering the
investment needs of the business and the potential risks and uncertainties
that could impact the Group's ability to meet its strategic objectives. The
Board considers a four-year period to be an appropriate time frame because
this would likely capture the length of a potential downside business cycle
and provide sufficient time to identify and execute mitigating actions
required to address the stress test scenarios as outlined below.
This assessment has been made giving consideration to the financial position,
regulatory capital and liquidity requirements of the Group (as set out on the
Chief Financial Officer's Review within the Strategic Report), in the context
of the Company's strategy, business model and medium-term business plan,
together with an assessment of the principal risks and uncertainties (as set
out on the Managing our Risks section of the Strategic Report). Such risks
have been categorised into Regulatory Risk, Information Security Risk,
Operational Risk, Financial Risk, Reputational Risk, Strategic Risk and
Climate Risk, in accordance with our risk management framework.
The Board-approved medium-term plan assumes the business continues to grow
Invested Customers and Assets under Administration ('AUA') through continued
investment in its customer proposition, marketing, people and technology. It
is assumed that there are no significant or prolonged market movements in
underlying asset values from the time the plan was approved by the Board.
The Board has also considered the potential impact of the following stress
test scenarios, which together represent a severe and unlikely, but possible
scenario, that would impact the plan from 2026 onwards:
· Financial Risk (Market Risk): A material reduction in global
equity markets resulting from global macroeconomic uncertainty. The analysis
assumes a significant 50% decline in global equity markets in 2026, remaining
depressed until year-end. From 2027, the model assumes a modest linear
recovery over the remainder of the forecast period (to December 2029);
however, market values do not return to pre-crash levels within the scope of
this projection.
· Information Security Risk: A confidentiality, availability or
integrity event resulting in reputational damage. This leads to lower customer
conversion rates and a reduction in the average retirement savings balance of
new customers, ultimately driving a 10% decrease in AUA over the forecast
period.
In the event that these modelled scenarios were to manifest, the Board has
identified a number of potential mitigating actions available to management.
The primary levers for consideration would be the reduction of discretionary
marketing expenditure and the implementation of fixed cost savings. The Board
considers this approach to be reasonable, particularly as the Group's
financial position strengthened further during 2025. This was marked by a
second consecutive year of Adjusted EBITDA profitability at the Group level
and the maintenance of a robust cash balance of £32.6m as of the end of 2025
(2024: £35.0m).
The UK business continues to serve as a profitable cornerstone for the Group,
achieving its second consecutive year of Adjusted EBITDA profitability and a
Profit/(Loss) before Tax of £2.2m (2024: £(1.0)m), through a sustained focus
on self-funded growth and a strong market position. Meanwhile, the US
expansion continues to be funded by the £20m primary capital raise from
October 2024, alongside ongoing marketing support from our long-standing
partner, State Street Investment Management. To ensure a conservative
approach, the financial modelling excludes associated US Revenue; however, all
potential US operating costs and short-term funding requirements remain fully
factored into the Group's overall financial resource calculations.
The results of the modelling confirmed that the Group would be able to
withstand the adverse financial impact of these scenarios occurring together
over the four-year assessment period and that it would continue to be able to
meet its liabilities and capital requirements. PensionBee Limited is an
FCA-regulated entity and is required to hold appropriate levels of own funds
in constant excess of its Liquid Capital Requirement. PensionBee Inc. is
registered with the U.S. Securities and Exchange Commission ('SEC') and is not
subject to any capital resource requirements.
The Group's medium-term plan underwent rigorous review and was approved by the
Board in December 2025. The stress test scenarios and associated mitigating
actions were reviewed in February 2026 and were subsequently approved in March
2026. The Directors confirm that they have a reasonable expectation that the
Group will be able to continue to operate and meet its capital requirements
and liabilities as they fall due over the four-year period to December 2029.
The Strategic Report was approved by the Board on 11 March 2026 and signed on
its behalf by:
Romi Savova
Chief Executive Officer
11 March 2026
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and Financial
Statements 2025 in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial year. Under that law, they are required to prepare the Group
Financial Statements in accordance with International Financial Reporting
Standards ('IFRS') as adopted by the UK in conformity with the requirements of
the Companies Act 2006. The Directors have elected to prepare the Parent
Company Financial Statements in accordance with UK Accounting Standards,
including FRS 102, the Financial Reporting Standard applicable in the UK and
Republic of Ireland.
Under company law, the Directors must not approve the Financial Statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of their profit or loss for that
period.
In preparing each of the Group and Parent Company Financial Statements, the
Directors are required to:
· Select suitable accounting policies and then apply them
consistently;
· Make judgements and estimates that are reasonable, relevant,
reliable 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 a going concern basis unless
it is inappropriate to presume that the Group and the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and the Company's operations, and
that disclose with reasonable accuracy at any time the financial position of
the Group and the Company, and that enable them to ensure that its Financial
Statements comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary, to enable the preparation of
Financial Statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and the Company
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Report that comply with that law and those
regulations. The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
· The Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities and financial position of the Group and the Company and
profit or loss of the Group and the undertakings included in the consolidation
taken as a whole; and
· The Strategic Report includes a fair review of the development
and performance of the business and the position of the issuer, and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that it faces.
We consider that the Annual Report and Financial Statements 2025, taken as a
whole, is fair, balanced, and understandable and provides the information
necessary for shareholders to assess the Group's and the Company's position
and performance, business model and strategy.
Approved by the Board of Directors on 11 March 2026 and signed on its behalf
by:
Romi Savova
Chief Executive Officer
11 March 2026
Results for the Year
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
2025 2024
Note £ 000 £ 000
Revenue 4 42,610 33,203
Employee Benefits Expense 6 (15,308) (12,618)
(excluding Share-based Payments)
Share-based Payments 6, 24 (4,331) (3,150)
Depreciation and Amortisation Expense 14, 15, 16 (357) (289)
Advertising and (15,968) (9,880)
Marketing
Other Expenses 8 (14,469) (11,034)
Other Income 9 4,033 767
Expansion Costs - (222)
Operating Profit/(Loss) (3,790) (3,223)
Finance Income 10 1,018 102
Finance 10 (17) (26)
Costs
Profit/(Loss) before Tax (2,789) (3,147)
Taxation 12 (61) 11
Profit/(Loss) for the Period (2,850) (3,136)
Total Comprehensive Profit/(Loss) for the Period wholly attributable to Equity (2,850) (3,136)
Holders of the Parent Company
Earnings per Share (pence per Share)
Basic and 13 (1.20) (1.38)
Diluted
( )
The above results were derived from continuing operations.
The notes form an integral part of these financial statements.
Consolidated Statement of Financial Position
As at 31 December 2025
2025 2024
Note £ 000 £ 000
Assets
Non-current Assets
Property, Plant and Equipment 14 283 276
Intangible Assets 15 584 264
Right of Use Assets 16 129 270
Financial Assets (Deposits) - 243
996 1,053
Current Assets
Financial Assets (Deposits) 250 -
Trade and Other 17 6,385 5,224
Receivables
Cash and Cash Equivalents 32,623 34,995
39,258 40,219
Total Assets 40,254 41,272
Equity and Liabilities
Equity
Share 18 238 236
Capital
Share 19 72,445 72,445
Premium
Share-based Payment 19, 24 19,878 15,547
Reserve
Foreign Currency Translation Reserve 172 (46)
Retained 19 (56,681) (53,831)
Earnings
Total Equity 36,052 34,351
Non-current Liabilities
Lease 20 - 125
Liability
Provisions 21 - 53
- 178
Current Liabilities
Lease 20 125 167
Liability
Trade and Other Payables 22 4,021 6,576
Provisions 21 56 -
4,202 6,743
Total Liabilities 4,202 6,921
Total Equity and Liabilities 40,254 41,272
The notes form an integral part of these financial statements.
Approved by the Board on 11 March 2026 and signed on its behalf by:
Christoph J. Martin
Chief Financial Officer
PensionBee Group plc
Company registered number: 13172844
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share Capital Share Premium Share-based Payment Reserve Foreign Currency Translation Reserve Retained Earnings Total
Note £ 000 £ 000 £ 000 £ 000 £ 000 £ 000
At 1 January 2024 224 53,218 12,397 - (50,694) 15,145
Profit/(Loss) for the Year - - - - (3,136) (3,136)
Total Comprehensive Profit/(Loss) - - - - (3,136) (3,136)
Share-based Payment Transactions - - 3,150 - - 3,150
Issue of Share 18 11 19,989 - - - 20,000
Capital
Transaction Costs on Issue of 18 - (762) - - - (762)
Share Capital
Exercise of Share Options 24 1 - - - (1) -
Currency Translation Adjustment - - - (46) - (46)
At 31 December 2024 236 72,445 15,547 (46) (53,831) 34,351
At 1 January 2025 236 72,445 15,547 (46) (53,831) 34,351
Profit/(Loss) for the Year - - - - (2,850) (2,850)
Total Comprehensive Profit/(Loss) - - - - (2,850) (2,850)
Share-based Payment Transactions - - 4,331 - - 4,331
Exercise of Share Options 24 2 - - - - 2
Currency Translation Adjustment - - - 218 - 218
At 31 December 2025 238 72,445 19,878 172 (56,681) 36,052
The notes form an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
2025 2024
Note £ 000 £ 000
Cash Flows from Operating Activities
Profit/(Loss) for the Year (2,850) (3,136)
Adjustments for:
Depreciation and Amortisation 14, 15, 16 357 289
Finance Costs 10 17 26
Unrealised Foreign Exchange 285 (85)
Share-based Payments 6 4,331 3,150
Taxation 12 61 (11)
Operating Cash Flows before movements in Working Capital 2,201 233
Working Capital Movements
Increase in Financial Assets (Deposits) (7) (118)
Increase in Trade and Other Receivables 17 (1161) (994)
(Decrease)/Increase in Trade and Other Payables 22 (2,620) 4,745
Cash generated (used in)/from Operations (1,587) 3,866
Income Taxes Received 5 150
Net Cash (Outflow)/Inflow from Operating Activities (1,582) 4,016
Cash Flows from Investing Activities
Payment for Equipment 14 (178) (117)
Payment for Intangible Assets 15 (365) (267)
Net Cash Outflow from Investing Activities (543) (384)
Cash Flows from Financing Activities
Proceeds from Issue of Ordinary Share 18 1 20,000
Capital
Transaction Costs on Issue of Share Capital 18 - (762)
Payment of Principal of Lease Liabilities 20 (167) (106)
Payment of Interest of Lease Liabilities 20 (14) (22)
Net Cash (Outflow)/Inflow from Financing Activities (180) 19,110
Net (Decrease)/Increase in Cash and Cash Equivalents (2,305) 22,742
Cash and Cash Equivalents at 1 January 34,995 12,214
Effects of Exchange Rate Changes on Cash and Cash Equivalents (67) 39
Cash and Cash Equivalents at 31 December 32,623 34,995
Changes in the Group's liabilities arising from financing activities,
including both cash and non-cash changes have been disclosed in Note 20 to the
financial statements.
The notes form an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
1. General Information
PensionBee Group plc (the 'Company') is the parent company of PensionBee
Limited, PensionBee Trustees Limited and PensionBee Inc. (the 'Subsidiaries')
(together the 'Group'). The Company is a public company, whose shares are
traded on the Main Market of the London Stock Exchange ('LSE'), and is
incorporated and domiciled in England and Wales.
The address of its registered office is:
209 Blackfriars Road
London
SE1 8NL
United Kingdom
Principal Activity
The principal activity of the Group is that of an online retirement savings provider. The Group seeks to make its customers in the UK and the US 'Pension Confident' by giving them complete control and clarity over their retirement savings. PensionBee's simple, easy to use, online customer proposition is delivered to the mass market digitally - through our website and app - enabling customers to combine their savings, contribute to their accounts and ultimately make withdrawals online, to take control of
their retirement.
2. Accounting Policies
Basis of Preparation
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards ('IFRS') as adopted by the UK in
conformity with the requirements of the Companies Act 2006. The financial
statements are prepared on the historical cost basis and on a going concern
basis.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies.
The financial statements are presented in GBP and all values are rounded to
the nearest thousand (£'000), except when otherwise indicated. The functional
currency of the Company is GBP because it is the primary currency in the
economic environment in which the Company operates and cash flows from
financing activities are generated.
Basis of Consolidation
The consolidated financial statements consolidate the financial statements of
the Company and its subsidiary undertakings drawn up to 31 December 2025.
A subsidiary is an entity controlled by the Company. Control is achieved where
the Company has the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. The Company reassesses
whether it controls an entity if facts and circumstances indicate there are
changes to one or more elements of control.
On 21 March 2024, PensionBee Group plc incorporated a new wholly owned
subsidiary, PensionBee Inc. in Delaware, US with operational headquarters in
New York. The incorporation of this subsidiary is part of the Group's
strategic initiative to expand its operations into the US market.
On 27 November 2024, PensionBee Group plc wholly acquired PensionBee Trustees
Limited at book value of £1. From the acquisition date, PensionBee Trustees
Limited became a subsidiary of PensionBee Group plc. PensionBee Trustees
Limited holds the scheme's assets and liabilities under a bare trust
arrangement and are not recognised within its financial statements. The
subsidiary is non-operational.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the group are eliminated on
consolidation.
Summary of Accounting Policies and Key Accounting Estimates
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Going Concern
The Directors have a reasonable expectation that the Group has adequate
financial resources to continue in operational existence for the foreseeable
future. They are satisfied that the Company can continue to meet its
liabilities as they fall due for at least 12 months from the date of approval
of these financial statements. The Group's financial position strengthened
further during 2025. This was marked by a second consecutive year of Adjusted
EBITDA profitability at the Group level and the maintenance of a robust cash
balance of £32.6m as of the end of 2025 (2024: £35.0m).
The UK business continues to serve as a profitable cornerstone for the Group,
achieving its second consecutive year of Adjusted EBITDA profitability and a
Profit/(Loss) before Tax of £2.2m (2024: £(1.0)m), through a sustained focus
on self-funded growth and a strong market position. Meanwhile, the US
expansion continues to be funded by the £20m primary capital raise from
October 2024, alongside ongoing marketing support from our long-standing
partner, State Street Investment Management. To ensure a conservative
approach, the financial modelling excludes associated US Revenue; however, all
potential US operating costs and short-term funding requirements remain fully
factored into the Group's overall financial resource calculations.
Stress testing was conducted by evaluating severe but plausible scenarios,
including a significant decline in equity markets and a reduction in both
customer conversion rates and average transfer values. These scenarios account
for potential volatility in the geopolitical and macroeconomic environment.
The Group's robust financial position, supported by the continued
profitability of the UK business, provides significant resilience against such
downturns.
The Directors have concluded that the Group has sufficient financial resources
to remain in operational existence, even considering potential macroeconomic
downturns. Therefore, the Directors have adopted the going concern basis of
preparation for these financial statements.
Climate Change
The Directors have assessed the potential impacts of climate-related risks on
the Group's operations and financial statements, and the detailed assessment
has been disclosed in the Climate-related Disclosures section. Following a
thorough evaluation of the Group's operations and industry dynamics, the
Directors have concluded that climate related risks do not have a material
impact on the Group's operations and financial statements.
Changes in Accounting Policy
The following amendments were effective for the period beginning 1 January
2025:
Standard Effective Date, Annual Period beginning on or after
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates 1 January 2025
All the changes were adopted by the Group. None of the standards,
interpretations and amendments, effective for the first time from 1 January
2025, have had a material effect on the financial statements.
New Standards, Interpretations and Amendments not yet Effective
The new standards which are not yet effective will have material disclosure
impact on the financial statements. None of them have been early adopted.
Standard Effective Date, Annual Period beginning on or after
Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial 1 January 2026
Instrument
Amendments to IFRS 18 - Presentation and Disclosures in Financial Statements 1 January 2027
Amendments to IFRS 19 - Subsidiaries without Public Accountability: 1 January 2027
Disclosures
Annual Improvements to IFRS Accounting Standards (2024-2025) have also been
issued. These are not expected to have a material impact on the Group and
therefore have not been listed individually.
Revenue Recognition
Revenue represents amounts receivable for services net of VAT. Revenue is
derived from the administration of our customers' retirement savings and the
provision of one-off ancillary services to customers. The Group operates a
service to combine and transfer customers' old retirement savings into new
online plans, which are subsequently managed by third party money managers.
The Group has applied the 5-step model outlined in IFRS 15 Revenue from
contracts with customers as is set out below:
Identification of the contract with a customer - During account opening, the
customer is made aware of the promises the Group is making. Rights and
obligations of each party are outlined. The point at which the customer agrees
to the terms and conditions is the point at which both the Group and the
customer have signed or agreed the contract.
Identification of the performance obligations in the contract - The Group
makes one promise to its customers, the careful administration of the
customers' retirement savings, including through investments with its third
party money managers. The Group performs administrative tasks during the
process of on-boarding its customers to its technology platform which are
necessary for the fulfilment of administration of the customers' retirement
savings. The Group does not consider these administrative tasks to be a
separate performance obligation. As a result, it is considered that the Group
has a single performance obligation, which is the administration of the
customers' retirement savings.
Determination of the transaction price - The money managers invest customers'
retirement savings in funds ('Group Plans') that match each customer's
selection. The Group charges an annual management fee that is charged daily
against the units held by each customer. In the UK, the annual management fee
is based on a fixed percentage (%) which varies for each of the Group Plans.
In the UK, the fees range from 0.50% to 0.95%.and there is a value-related
discount where the annual headline fee is halved on an individual's assets
above £100,000.. In the US, the annual management fees range from 0.50% to
0.85%.
Allocation of the transaction price - As there is only one performance
obligation, the whole transaction price is allocated to this performance
obligation.
Recognition of Revenue when a performance obligation is satisfied - The
administration of customers' retirement savings is continuous until the
customer fully withdraws their retirement pot or transfers it to another
registered retirement savings provider. Revenue is recognised over time as the
customer simultaneously receives and consumes the benefits provided by the
Group's performance as the Group performs them. The performance obligation is
satisfied when the customer receives the service. Revenue is calculated daily
as a percentage (basis points) of the value of Assets under Administration
('AUA') as agreed by the customer. Payment is due on a daily basis but settled
on a monthly basis.
Consideration Payable to Customers
The Group runs incentive-linked marketing campaigns, including fixed sign-up
contributions and percentage-based incentives on eligible transferred
retirement savings with PensionBee. This consideration payable to the customer
is not in exchange for a distinct good or service; therefore, it is accounted
for as a reduction to the transaction price. The full consideration for fixed
sign-up contributions is accounted for as a revenue reduction in the year it
is payable because the difference between spreading it over the contract life
and recognising it in full in the year it is incurred is not material. A
materiality assessment is done annually. The consideration for
percentage-based incentives is accounted for as a revenue reduction over the
expected life of the customer. The percentage-based contribution is subject to
clawback provisions if a customer transfers their retirement savings out of
PensionBee within five years of the contribution.
Recurring Revenue
The Group's Revenue is recurring in nature as the annual charges are
calculated daily as a percentage (basis points) of the value of AUA and will
continue to be earned on an ongoing basis whilst the Group administers those
assets. Recurring Revenue is derived from management fees and is recognised
based on daily accruals of customers' retirement savings balances as the
performance obligation, being the provision of retirement savings scheme
administration services to customers, is met. These management fees are
charged daily and collected by the Group on a monthly basis.
Other Revenue
Other Revenue relates to commission earned from referring individuals to
purchase life insurance products and to a one-off charge for full draw-down
within one year of becoming an Invested Customer. For this revenue stream, the
performance obligation is the execution of the requested task. There are fee
structures in place which are used to determine the transaction price. Revenue
is recognised at a point in time when the requested task is executed (when the
service is provided to the customer).
Other Income
Other Income relates to amounts received in relation to marketing costs
reimbursements and Research and Development Expenditure Credit. Under an
agreement with State Street Investment Management ('State Street'), the Group
is reimbursed for certain marketing costs. The recognition of such
reimbursements as Other Income is contingent upon the achievement of specified
net new asset thresholds. Amounts received in advance are recorded as deferred
income and recognised as other income only when the corresponding qualifying
marketing costs have been incurred by PensionBee Inc. Research and Development
Expenditure Credit relates to Research and Development gross credit on
projects that qualified for Research and Development under the Department for
Science, Innovation and Technology ("DSIT") Guidelines.
Foreign Currency Transactions and Balances
Functional and presentation currency
Items included in the financial statements of each of the Group entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency').
Foreign currency transactions and balances
In preparing the financial statements of the group entities, transactions in
currencies other than the entity's functional currency ('foreign currencies')
are recognised at the rates of exchange prevailing on the dates of the
transactions. At each reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing at
that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the
fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated. Exchange
differences are recognised in the Consolidated Statement of Comprehensive
Income in the period in which they arise.
Foreign operations
For the purpose of presenting the Consolidated Financial Statements, the
results and financial position of foreign operations (none of which has the
currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position;
· income and expenses for each statement of comprehensive income
are translated at average exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated); and,
· all resulting exchange differences are recognised in the
Consolidated Statement of Comprehensive Income and accumulated in a foreign
currency translation reserve.
Taxation
Tax on the loss for the year comprises research and development credit in the
UK and local and state taxes in the US. There was no current or deferred tax
charge for the year (2024: £nil). Tax is recognised in the Consolidated
Statement of Comprehensive Income except to the extent that it relates to
items recognised directly in equity or other comprehensive income, in which
case it is recognised directly in equity or other comprehensive income.
Current income tax assets and liabilities are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and
tax laws used to compute the amount are those that are enacted or
substantively enacted at the reporting date in the UK.
Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to
interpretation and establishes liabilities where appropriate.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences,
the carry forward of unused tax credits and any unused tax losses. Deferred
tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences,
and the carry forward of unused tax credits and unused tax losses can be
utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable
that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
The Group offsets deferred tax assets and deferred tax liabilities if and only
if it has a legally enforceable right to current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts
of deferred tax liabilities or assets are expected to be settled or recovered.
Property, Plant and Equipment
Tangible fixed assets are stated at cost less accumulated depreciation and
accumulated impairment losses. The Group assesses at each reporting date
whether there are impairment indicators for tangible fixed assets.
Depreciation
Depreciation is charged to the Statement of Comprehensive Income on a
straight-line basis over the estimated useful lives of each part of an item of
tangible fixed assets. The estimated useful lives are as follows:
Asset Class Depreciation Method and Rate
Computer Equipment three years straight line
Furniture and Fittings four years straight line
Leasehold Improvements straight line over life of the lease
Right of Use Assets straight line over life of the lease
An item of property, plant and equipment and any significant part initially
recognised is derecognised upon disposal (i.e. at the date the recipient
obtains control) or when no future economic benefits are expected from its use
or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the Consolidated Statement of
Comprehensive Income when the asset is derecognised.
The residual values, useful lives, and methods of depreciation of property,
plant and equipment are reviewed at each financial year end and adjusted
prospectively, if appropriate.
Internally Generated Intangible Assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period
in which it is incurred.
An intangible asset arising from development (or from the development phase of
an internal project) is recognised if, and only if, all of the following
conditions have been demonstrated:
· the technical feasibility of completing the intangible asset so
that it will be available for use or sale
· the intention to complete the intangible asset and use or sell it
· the ability to use or sell the intangible asset
· how the intangible asset will generate probable future economic
benefits
· the availability of adequate technical, financial and other
resources to complete the development and to use or sell the intangible asset
· the ability to measure reliably the expenditure attributable to
the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is
the sum of the expenditure incurred from the date when the intangible asset
first meets the recognition criteria listed above. Where no intangible asset
can be recognised, development expenditure is recognised in the Consolidated
Statement of Comprehensive Income in the period in which it is incurred.
Subsequent to initial recognition, internally generated intangible assets are
reported at cost less accumulated amortisation and accumulated impairment
losses. The estimated useful lives are as follows:
Asset Class Amortisation Method and Rate
Capitalised Development Costs eight years straight line
Intangible assets are amortised from the point at which the assets are
available for use.
Impairment of Non-Financial Assets
The Group assesses at each reporting date, whether there is an indication that
an asset may be impaired. If any such indication exists, the recoverable
amount of the asset is estimated based on an asset's fair value less cost of
disposal. An impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount. Impairment loss is recognised
in the Consolidated Statement of Comprehensive Income.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and short term highly liquid
deposits with a maturity of less than 3 months.
Trade Receivables
Trade and other receivables are recognised initially at the transaction price
less attributable transaction costs. Subsequent to initial recognition they
are measured at amortised cost using the effective interest method, less any
impairment losses in the case of trade receivables and other receivables.
Trade Payables
Trade and other payables are recognised initially at transaction price plus
attributable transaction costs. Subsequently they are measured at amortised
cost using the effective interest method. Trade and other payables are
obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Trade payables are classified as
current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented
as non-current liabilities.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle that obligation and a reliable estimate can be made of
the amount of the obligation. Provisions are measured at the Directors' best
estimate of the expenditure required to settle the obligation at the reporting
date and are discounted to present value where the effect is material.
Leases
Initial Recognition and Measurement
The Group initially recognises a lease liability for the obligation to make
lease payments and a right-of-use asset for the right to use the underlying
asset for the lease term.
The lease liability is measured at the present value of the lease payments to
be made over the lease term. The lease payments include fixed payments,
purchase options at exercise price (where payment is reasonably certain),
expected amount of residual value guarantees, termination option penalties
(where payment is considered reasonably certain) and variable lease payments
that depend on an index or rate.
The right-of-use asset is initially measured at the amount of the lease
liability, adjusted for lease prepayments, lease incentives received, the
Group's initial direct costs (e.g. commissions) and an estimate of
restoration, removal, and dismantling costs.
Subsequent Measurement
After the commencement date, the Group measures the lease liability by:
· Increasing the carrying amount to reflect interest on the lease
liability;
· Reducing the carrying amount to reflect the lease payments made;
and
Re-measuring the carrying amount to reflect any reassessment or lease
modifications or to reflect revised in substance fixed lease payments or on
the occurrence of other specific events.
Interest on the lease liability in each period during the lease term is the
amount that produces a constant periodic rate of interest on the remaining
balance of the lease liability. Interest charges are included in finance cost
in the Consolidated Statement of Comprehensive Income, unless the costs are
included in the carrying amount of another asset applying other applicable
standards. Variable lease payments not included in the measurement of the
lease liability, are included in operating expenses in the period in which the
event or condition that triggers them arises. Repayment of lease liabilities
within financing activities in the Consolidated Statement of Cash Flows
include both the principal and interest.
Short Term and Low Value Leases
The Group has made an accounting policy election, by class of underlying
asset, not to recognise lease assets and lease liabilities for leases with a
lease term of 12 months or less (i.e. short-term leases).
The Group has made an accounting policy election on a lease-by-lease basis,
not to recognise lease assets and lease liabilities on leases for which the
underlying asset is worth £5,000 or less (i.e. low value leases).
Lease payments on short term and low value leases are accounted for on a
straight-line basis over the term of the lease or other systematic basis if
considered more appropriate. Short term and low value lease payments are
included in operating expenses in the Statement of Comprehensive Income.
Share Capital
Ordinary Shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing the equity instruments. If payment is deferred and
the time value of money is material, the initial measurement is on a present
value basis.
Defined Contribution Pension Obligation
The Group operates a defined contribution plan for its employees, under which
the Group pays fixed contributions into the PensionBee Personal Pension (UK
employees) and PensionBee 401(k) (US employees). Once the contributions have
been paid, the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement
of Comprehensive Income when they fall due. Amounts not paid are shown in
creditors as a liability in the Consolidated Statement of Financial Position.
The assets of the plan are held separately from the Group.
Share-based Payments
The cost of equity-settled transactions with employees is measured by
reference to the fair value of the equity instruments granted at the date at
which they are granted and is recognised as an expense over the vesting
period, which ends on the date on which the relevant employees become fully
entitled to the award. Fair value is determined by using the market price of
the shares at a point in time adjacent to the issue of the award. In valuing
equity-settled transactions, no account is taken of any vesting conditions,
other than conditions linked to the price of the shares of the Group (market
conditions) and non-vesting conditions. No expense is recognised for awards
that do not ultimately vest, except for awards where vesting is conditional
upon a market or non-vesting condition, which are treated as vesting
irrespective of whether the market or non-vesting condition is satisfied,
provided that all other vesting conditions are satisfied. At each balance
sheet date, before vesting the cumulative expense is calculated, representing
the extent to which the vesting period has expired and management's best
estimate of the achievement or otherwise of non-market conditions and of the
number of equity instruments that will ultimately vest, or in the case of an
instrument subject to a market condition, will be treated as vesting as
described above. The movement in cumulative expense since the previous balance
sheet date is recognised in the Consolidated Statement of Comprehensive
Income, with a corresponding entry in equity under the Share-based Payment
Reserve.
Where the terms of an equity-settled award are modified, or a new award is
designated as replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original vesting
period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value
of the modified award, both as measured on the date of the modification. No
reduction is recognised if this difference is negative. Where an
equity-settled award is cancelled, it is treated as if it had vested on the
date of cancellation, and any cost not yet recognised in the Statement of
Comprehensive Income for the award is expensed immediately. Any compensation
paid up to the fair value of the award at the cancellation or settlement date
is deducted from equity (Share-based Payment Reserve), with any excess over
fair value expensed in the Consolidated Statement of Comprehensive Income.
The Company has established a Share-based Payment Reserve but does not
transfer any amounts from this reserve on the exercise or lapse of options. On
exercise, shares issued are recognised in share capital at their nominal
value. Share premium is recognised to the extent the exercise price is above
the nominal value. Where the Company is settling part of the exercise price, a
transfer is made from retained earnings to share capital.
Research and Development
Research and development expenditure is recognised as an expense as incurred,
except that development expenditure incurred on an individual project that is
capitalised as an intangible asset when the Group can demonstrate the
technical feasibility of completing the intangible asset so that it will be
available for use or sale, how the asset will generate future economic
benefits, the availability of resources to complete development of the asset
and the ability to measure reliably the expenditure during development.
Capitalised development costs are recorded as intangible assets and amortised
from the point at which the asset is ready for use. The Group's research and
development costs relate to costs incurred on projects carried out to advance
technology used to serve its customers.
Impairment of Financial Assets
Measurement of Expected Credit Losses
Expected credit losses ('ECLs') are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash
flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate.
For trade and other receivables, the Group applies a simplified approach in
calculating the ECLs. Therefore, the Group recognises a loss allowance based
on lifetime ECLs at each reporting date.
3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty
In the application of the Group's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised where
the revision affects only that period, or in the period of the revision and
future periods where the revision affects both current and future periods.
The Group does not have any critical accounting judgements or key estimation
uncertainties.
4. Revenue
The analysis of the Group's Revenue for the year from continuing operations is
as follows:
2025 2024
£ 000 £ 000
Recurring Revenue 42,248 32,876
Other Revenue 362 327
42,610 33,203
Recurring Revenue relates to revenue from the annual management fee charged to
customers. There are no individual revenues from customers which exceed 10% of
the Group's total Revenue for the year.
Analysis of Revenue per geographical location:
2025 2024
£ 000 £ 000
United Kingdom 42,603 33,203
United States of America 7 -
42,610 33,203
5. Operating Segments
Operating segments and reporting segments are reported in a manner consistent
with the internal reporting provided to the Chief Operating Decision Maker
('CODM'). The Group considers that the role of CODM is performed by its Board
of Directors. The Board of Directors regularly reviews the Group's operating
results from a geographical perspective and has identified two reportable
segments of the business; the United Kingdom (PensionBee Group plc and
PensionBee Limited), and the United States (PensionBee Inc.). PensionBee
Trustees Limited is a non-operational company domiciled in the United Kingdom.
Both segments provide the same service; the provision of direct-to-consumer
online retirement savings consolidation and management.
The Board of Directors uses Operating Profit/(Loss) to assess the performance
of the operating segments. The Board of Directors also reviews the assets and
liabilities of the segments on a quarterly basis.
Operating Profit
For the year ended 31 December 2025:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Revenue 44,033 7 (1,430) 42,610
Employee Benefits Expense (13,154) (2,154) - (15,308)
Share-based Payments (4,085) (246) - (4,331)
Depreciation and Amortisation Expense (339) (18) - (357)
Advertising and Marketing (12,139) (3,829) - (15,968)
Other Expenses (13,565) (2,337) 1,433 (14,469)
Other Income 267 3,766 - 4,033
Operating Profit/(Loss) 1,018 (4,811) 3 (3,790)
For the year ended 31 December 2024:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Revenue 34,399 - (1,196) 33,203
Employee Benefits Expense (12,163) (455) - (12,618)
Share-based Payments (3,067) (83) - (3,150)
Depreciation and Amortisation Expense (286) (3) - (289)
Advertising and Marketing (9,113) (767) - (9,880)
Other Expenses (10,766) (1,472) 1,204 (11,034)
Other Income - 767 - 767
Expansion Costs (54) (168) - (222)
Operating Profit/(Loss) (1,050) (2,181) 8 (3,223)
Segment Assets and Liabilities
For the year ended 31 December 2025:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Non-current Assets 10,541 43 (9,588) 996
Current Assets 36,478 2,780 - 39,258
Non-current Liabilities - (2,901) 2,901 -
Current Liabilities (3,990) (249) 37 (4,202)
Net Assets 43,029 (327) (6,650) 36,052
For the year ended 31 December 2024:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Non-current Assets 4,400 144 (3,491) 1,053
Current Assets 34,887 5,332 - 40,219
Non-current Liabilities (178) (1,239) 1,239 (178)
Current Liabilities (2,528) (4,391) 176 (6,743)
Net Assets 36,581 (154) (2,076) 34,351
6. Employee Benefits Expense
The aggregate payroll costs (including Directors' remuneration) were as
follows:
2025 2024
£ 000 £ 000
Wages and Salaries 13,296 11,109
Social Security Costs 1,690 1,215
Pension Costs, Defined Contribution Scheme 322 294
15,308 12,618
Share-based Payments 4,331 3,150
19,639 5,768
The average number of persons employed by the Group (including Directors)
during the year, analysed by category, was as follows:
2025 2024
No. No.
Executive Management 10 10
Technology and Product 45 44
Marketing 23 18
Customer Service 79 82
Legal, Compliance and Risk 19 15
Administration and Other 22 24
198 193
7. Directors' Remuneration
The Directors' remuneration for the year was as follows:
2025 2024
£ 000 £ 000
Remuneration 1,197 1,008
Group Contributions paid to Defined Contribution Pension Schemes 11 11
Amount of Gains made on the Exercise of Share Options 622 293
1,830 1,312
During the year the number of Directors who were receiving benefits and share
incentives was as follows:
2025 2024
No. No.
Members of Defined Contribution Pension Schemes 5 5
In respect of the highest paid Director:
2025 2024
£ 000 £ 000
Remuneration 272 218
Group Contributions to Defined Contribution Pension Schemes 2 2
Amount of Gains made on the Exercise of Share Options 322 293
8. Other Expenses
2025 2024
£ 000 £ 000
Auditor's Remuneration 251 256
Money Manager Costs 6,046 4,315
Other Expenses 8,172 6,463
14,469 11,034
Included in Other Expenses are technology and platform costs, professional
services fees, irrecoverable VAT and general and administrative costs.
9. Other Income
2025 2024
£ 000 £ 000
Marketing Costs Reimbursement 3,766 767
Research and Development Expenditure Credit 267 -
4,033 767
During the year ended 31 December 2024 the Company (through its subsidiary,
PensionBee Inc.) entered into an agreement with State Street under which it
will provide meaningful marketing support to PensionBee Inc. Under the terms
of the agreement, State Street reimburses marketing costs incurred by
PensionBee Inc. The annual amount of the marketing costs reimbursement is
based on the achievement of certain net new asset thresholds. Marketing Costs
Reimbursement relates to marketing costs reimbursements received from State
Street. Amounts received in advance have been accounted for as deferred income
and will be released to Other Income to the extent that a qualifying marketing
cost has been incurred by PensionBee Inc. Research and Development Expenditure
Credit relates to Research and Development gross credit on projects that
qualified for Research and Development under the Department for Science,
Innovation and Technology (DSIT) Guidelines.
10. Finance Income and Costs
Finance Income:
2025 2024
£ 000 £ 000
Interest Income 1,018 102
1,018 102
Finance Costs:
2025 2024
£ 000 £ 000
Interest Expense on Lease Liabilities 14 22
Interest Expense on Dilapidations Provision 3 4
17 26
11. Auditors' Remuneration
2025 2024
£ 000 £ 000
Audit of the Company's Financial Statements 71 76
Audit of the Company's Subsidiary Financial Statements 137 140
Total Audit Fees 208 216
2025 2024
£ 000 £ 000
Audit Related Assurance Services 43 40
Total Audit Related Assurance Fees 43 40
Auditor's remuneration has been shown net of VAT. Audit Related Assurance Fees
relate to the half year review of the Group's financial statements and CASS
audit services received by PensionBee Limited. No services were provided
pursuant to contingent fee arrangements.
12. Taxation
Tax charged/(credited) in the Statement of Comprehensive Income:
2025 2024
£ 000 £ 000
Current Tax
Current tax expense/(credit) on profits for the year 57 (11)
Adjustment in respect of prior periods 4 -
Total current tax expense/(credit) 61 (11)
Deferred Taxation - -
Arising from Origination and Reversal of Temporary Differences - -
Arising from Tax Rate Changes - -
Total Deferred Taxation - -
Tax Expense/(Credit) in the Statement of Comprehensive Income 61 (11)
The tax on the Group loss for the year was computed at the UK rate of
corporation tax of 25% (2024: 25%). From 1 April 2023, the corporation tax
rate of 25% was effective for companies with profits of £250,000 and over.
PensionBee will likely utilise its carried forward losses while making profits
exceeding £250,000 and incurring corporation tax at the rate of 25%.
The differences are reconciled below:
2025 2024
£ 000 £ 000
Profit/(Loss) before Tax (2,789) (3,147)
Corporation Tax at Standard Rate (697) (787)
Impact of profits/losses earned in territories with different statutory rates 15 (227)
to the UK
Non-deductible Expenses 131 13
Non-deductible Income - (13)
Utilisation of Tax Losses (966) -
Share-based Payments 416 258
Unrecognised Tax Losses 1,101 984
Adjustment in respect of prior period 4
Franchise Tax 6 -
Research and Development tax expense/(relief) 51 (239)
Total Tax Credit 61 (11)
2025 2024
£ 000 £ 000
Fixed Assets Temporary Differences (148) (73)
Total Deferred Tax Liability (148) (73)
Losses available for offsetting against Future Taxable Income 148 73
Total Deferred Tax Asset 148 73
Net Deferred Tax - -
The Group has £86,000,000 of non-expiring carried forward tax losses at 31
December 2025 (2024: £84,528,000) against which no deferred tax asset has
been recognised. A deferred tax asset has not been recognised on the basis
that there is insufficient certainty over the recovery of these tax losses in
the near future.
13. Earnings per Share
Basic Earnings per Share is calculated by dividing the Loss Attributable to
Equity Holders of the Company by the Weighted Average Number of ordinary
Shares Outstanding during the year.
Diluted Earnings per Share is calculated by dividing the Loss Attributable to
Equity Holders of the Company adjusted for the effect that would result from
the weighted average number of ordinary shares plus the weighted average
number of shares that would be issued on the conversion of all the dilutive
potential shares under option. At each balance sheet date reported below, the
following potential ordinary shares under option are anti-dilutive and are
therefore excluded from the weighted average number of ordinary shares for the
purpose of Diluted Earnings per Share.
2025 2024
Number of Potential Ordinary Shares 11,561,884 9,649,849
Profit/(Loss) Attributable to Equity Holders of PensionBee Group plc (£) (2,850,000) (3,136,000)
Weighted Average Number of Ordinary Shares Outstanding during the Year 237,126,328 226,562,419
Basic and Diluted Earnings per Share (pence per Share) (1.20) (1.38)
Basic Earnings per Share was (1.20)p for 2025 (2024: (1.38)p).
14. Property, Plant and Equipment
Fixtures and Fittings Leasehold Improvements Computer Equipment Total
£ 000 £ 000 £ 000 £ 000
Cost
At 1 January 2024 63 418 415 896
Additions 4 - 114 118
Disposals - - (16) (16)
At 31 December 2024 67 418 513 998
At 1 January 2025 67 418 513 998
Additions 4 - 174 178
Disposals - - (41) (41)
At 31 December 2025 71 418 646 1,135
Accumulated Depreciation
At 1 January 2024 60 232 299 591
Charge for the year 1 59 85 145
Eliminated on Disposal - - (14) (14)
At 31 December 2024 61 291 370 722
At 1 January 2025 61 291 370 722
Charge for the year 2 60 109 171
Eliminated on Disposal - - (41) (41)
At 31 December 2025 63 351 438 852
Carrying Amount
At 31 December 2025 8 67 208 283
At 31 December 2024 6 127 143 276
At 1 January 2024 3 186 116 305
15. Intangible Assets
Capitalised Development Costs Total
£ 000 £ 000
Cost
At 1 January 2024 -
Additions 267 267
Disposals - -
At 31 December 2024 267 267
At 1 January 2025 267 267
Additions 365 365
Disposals - -
At 31 December 2025 632 632
Accumulated Depreciation
At 1 January 2024 - -
Charge for the year 3 3
Eliminated on Disposal - -
At 31 December 2024 3 3
At 1 January 2025 3 3
Charge for the year 45 45
Eliminated on Disposal - -
At 31 December 2025 48 48
Carrying Amount
At 31 December 2025 584 584
At 31 December 2024 264 264
At 1 January 2024 - -
Capitalised development costs include employee costs and directly attributable
supplier costs incurred in the development of the technology platform and
mobile application.
16. Right of Use Asset
£ 000
Cost
At 1 January 2024 706
Additions -
Disposals -
At 31 December 2024 706
At 1 January 2025 706
Additions -
Disposals -
At 31 December 2025 706
Accumulated Depreciation
At 1 January 2024 294
Charge for the year 142
Eliminated on Disposal -
At 31 December 2024 436
At 1 January 2025 436
Charge for the year 142
Eliminated on Disposal -
At 31 December 2025 577
Carrying Amount
At 31 December 2025 129
At 31 December 2024 270
At 1 January 2024 412
17. Trade and Other Receivables
2025 2024
£ 000 £ 000
Trade Receivables 3,985 3,037
Prepayments 2,136 2,105
Other Receivables 264 82
6,385 5,224
Trade and Other Receivables are measured at amortised cost and management
assessed that the carrying value is approximately their fair value due to the
short-term maturities of these balances.
18. Share Capital
Allotted, Called Up and Fully Paid Shares
2025 2024
No. 000 £ 000 No. 000 £ 000
At 1 January 236,122 236 223,963 224
Shares issued 1,786 2 12,159 12
At 31 December 237,908 238 236,122 236
During the year, PensionBee Group plc issued ordinary shares, to satisfy the
exercise of share options totalling 1,786,530 ordinary shares (2024:
1,348,265) of £0.001 each. The exercise price for each exercised share option
was £0.001 (2024: £0.001).
On 28 October 2024, PensionBee Group plc issued 10,810,811 ordinary shares of
£0.001 each to raise capital. Each share was issued at £1.85. Transaction
costs incurred and directly attributable to the issuance of these shares
amounted to £762,000. These costs were recognised as a reduction to the share
premium.
Each ordinary share carries one vote per share and ranks pari passu with
respect to dividends and capital.
19. Reserves
Share Premium
The Share Premium account represents the excess of the issue price over the
par value on shares issued, less transaction costs arising on the issue.
Share-based Payment Reserve
The Share-based Payment Reserve is used to recognise the value of
equity-settled share-based payments provided to employees, including key
management personnel, as part of their remuneration.
Foreign Exchange Reserve
The Foreign Exchange Reserve comprises cumulative exchange differences arising
from the translation of the Group's foreign operations into the presentation
currency. Exchange differences are recognised in the Statement of
Comprehensive Profit/(Loss) and accumulated in this reserve.
Retained Earnings
The balance in the Retained Earnings account represents the distributable
reserves of the Group.
20. Leases
In December 2021, the Group entered into a new property lease with a 5-year
lease term ending in December 2026. At inception, the lease liability was
determined using a discount rate linked to London office rental yields,
adjusted for the risk premium for certain company specific factors as well as
taking into consideration the interest rate associated with the revolving
credit facility entered into in March 2021 and subsequently cancelled in
September 2021. The discount rate applied was 7%. The lease terms have not
been amended since inception.
The carrying amounts of Right of Use Assets recognised and the movements
during each year are set out in Note 16. Set out below are the carrying
amounts of lease liabilities and the movements during the year.
2025 2024
£ 000 £ 000
As at 1 January 292 398
Accretion of Interest 14 22
Payments (181) (128)
As at 31 December 125 292
Lease Liabilities included in the Consolidated Statement of Financial
Position:
2025 2024
£ 000 £ 000
Non-current - 125
Current 125 167
125 292
The following are the amounts recognised in the Consolidated Statement of
Comprehensive Income:
2025 2024
£ 000 £ 000
Depreciation on Right of Use Asset 142 142
Interest on Lease Liability 14 22
156 164
21. Provisions
2025 2024
Dilapidations £ 000 £ 000
As at 1 January - 49
Interest - 4
As at 31 December - 53
Non-current Liabilities - 53
2025 2024
Dilapidations £ 000 £ 000
As at 1 January 53 -
Interest 3 -
As at 31 December 56 -
Current Liabilities 56 -
The Group is required to restore the leased premises of its offices to their
original condition at the end of the lease term. The lease term ends on 2
December 2026. A provision has been recognised at the present value of the
estimated expenditure required to remove any leasehold improvements. These
costs have been capitalised as part of the Right of Use Asset and are
amortised over the useful life of the asset.
22. Trade and Other Payables
2025 2024
£ 000 £ 000
Trade Payables 414 111
Accrued Expenses 3,365 2,257
Other Payables 217 77
Deferred Income 25 4,131
4,021 6,576
Trade and Other Payables are measured at amortised cost and management
assessed that the carrying value is approximately their fair value due to the
short-term maturities of these balances.
Deferred income arises as a result of marketing funding received in advance
from State Street Investment Management, a US-based global financial
institution, see Note 9.
23. Pensions and Other Schemes
The Group operates a defined contribution pension scheme (UK employees) and
401(k) (US employees). The retirement cost charge for the year represents
contributions payable by the Group to the schemes and amounted to £293,000
(2024: £294,000).
24. Share-based Payments
PensionBee EMI and Non-EMI Share Option Scheme
Scheme Details and Movements
Under the PensionBee EMI and Non-EMI Share Option Scheme share options were
granted to eligible employees who have passed their probation period at the
Group. The exercise price of all share options is £0.001 per share.
The share options normally vest on the later of the following tranches, 25% of
the shares vest on the first anniversary of the vesting commencement date with
the remaining 75% of the shares vesting quarterly in equal instalments over
the following three years.
The fair value of the share options granted is estimated on the date of grant
by reference to the prevailing share price. Before the Company was listed in
2021, the fair value was determined by reference to the price paid by external
investors as part of periodic funding rounds.
The weighted average fair value of share options granted during the year was
£nil (2024: £ nil).
During the year ended 31 December 2021, share options could be exercised upon
the occurrence of an exit event, a takeover, reconstruction, liquidation and
sale of the business, to the extent they had vested. In the event that there
had been no exit event before the tenth anniversary of the date of grant, the
Directors were able to determine that an option holder could exercise their
option in the 30 day period before such anniversary.
Following the listing of the Company in 2021, share options can be exercised
upon satisfying the service condition.
The movements in the number of share options during the year were as follows:
2025 2024
No. No.
Outstanding, start of the year 514,734 1,517,770
Exercised during the year (513,734) (995,726)
Expired during the year (500) (7,310)
Outstanding, end of the year 500 514,734
Exercisable, end of the year 500 506,984
The weighted average share price on the dates the share options were exercised
during the year was £1.53 (2024: £1.51) and the weighted average remaining
contractual life is nil (2024: one month).
Deferred Share Bonus Awards
Scheme Details and Movements
Under the PensionBee Deferred Share Bonus Plan, awards ('DSB Awards') are
granted to eligible employees who are, or were, an employee (including an
Executive Director) of the Group who have been granted a bonus. DSB Awards are
granted in the subsequent financial year once the annual bonus outturn has
been determined. The DSB Awards are granted by way of share options, with an
exercise price of £0.001 per share.
For the two Executive Directors that were in office as of 31 December 2021,
their 2022 granted DSB Awards cliff vest on the third anniversary of the date
of grant. For the rest of the employees and the subsequent grants, DSB Awards
vest in three equal instalments over a service period of three years from
grant date. DSB Awards vest upon satisfying the service condition.
The fair value of the DSB Awards is the share price on the grant date. DSB
Awards can be exercised to the extent they have vested.
The weighted average fair value of DSB Awards granted during 2025 was £1.47
(2024: £0.97).
The movements in the number of DSB Awards during the year were as follows:
2025 2024
No. No.
Outstanding, start of the year 2,470,757 1,280,762
Granted during the year 1,942,412 1,582,724
Exercised during the year (1,188,218) (352,539)
Lapsed during the year (18,165) (40,190)
Outstanding, end of the year 3,206,786 2,470,757
Exercisable, end of the year 49,668 145,348
The weighted average share price on the dates the share options were exercised
during the year was £1.49 (2024: £1.50). The weighted average remaining
contractual life is 11 months (2024: 11 months).
Long Term Incentives
Scheme Details and Movements
Under the PensionBee Long Term Incentives Plan, restricted share plan awards
('RSP Awards') are granted to eligible employees who are or were employees
(including an Executive Director) of the Group, at mid-level management or
higher. RSP Awards are granted in the subsequent financial year following a
bonus grant. The RSP Awards are granted by way of share options, with an
exercise price of £0.001 per share.
The RSP Awards vest in tranches, a third of the RSP Awards vest on the third
anniversary, a third on the fourth anniversary and the last third on the fifth
anniversary of the grant date.
The fair value of the RSP Awards is the share price on the grant date
discounted for the restricted selling period. RSP Awards can be exercised to
the extent they have vested and after a five-year holding period.
The weighted average fair value of RSP Awards granted during 2025 was £1.41
(2024: £0.94).
The movements in the number of RSP Awards during the year were as follows:
2025 2024
No. No.
Outstanding, start of the year 6,664,358 3,959,249
Granted during the year 1,823,217 2,803,728
Exercised during the year (84,578) -
Lapsed during the year (48,399) (98,619)
Outstanding, end of the year 8,354,598 6,664,358
Exercisable, end of the year - -
The weighted average share price on the dates the share options were exercised
during the year was £1.70 (2024: no exercises) and the weighted average
remaining contractual life is one year and eleven months. (2024: two years and
five months).
Charge/Credit arising from Share-based Payments
The total charge for the year for the Share-based Payments was £4,331,000
(2024: £3,150,000), all of which related to equity-settled share-based
payment transactions.
25. Financial Risks Review
This note presents information about the Group's exposure to financial risks
and the Group's management of capital. Financial risk exposure results from
the operations of the Subsidiary. The Company is not trading and therefore is
structured to avoid, in so far as possible, all forms of financial risk.
Financial Risk Management Objectives
The Group has identified the financial risks arising from its activities and
has established policies and procedures to manage these risks in accordance
with its risk appetite. These risks included market risk, credit risk and
liquidity risk. The Group does not enter or trade financial instruments,
including derivative financial instruments. Assisted by the Audit and Risk
Committee, the Board of Directors has overall responsibility for establishing
and overseeing the Group's risk management framework and risk appetite.
The Group's financial risk management policies are intended to ensure that
risks, including emerging risks are identified, evaluated and subject to
ongoing close monitoring and mitigation where appropriate. The Board of
Directors regularly reviews financial risk management policies, procedures and
systems to reflect changes in the business, risk horizon, markets and
financial instruments used by the Group. The Group's senior management is
responsible for the day-to-day management of these risks in accordance with
the Group's risk management framework.
Market Risk
Market risk is the risk that the fair value or future cash flows of financial
instruments will fluctuate because of changes in market prices. Market risk
comprises risks including interest rate risk, currency risk and price risk.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. The Group considers interest rate risk to be insignificant due to no
debt.
Price Risk
The main source of Revenue is based on the value of Assets under
Administration ('AUA'), a measure of the total assets for which a financial
institution provides administrative services. The Group has an indirect
exposure to price risk on investments held on behalf of customers. These
assets are not on the Group's Statement of Financial Position. The risk of
lower revenues is partially mitigated by asset class diversification. The
Group does not hedge its revenue exposure to movements in the value of
customers' assets arising from these risks, and so the interests of the Group
are aligned to those of its customers.
A 10% change in equity markets would have an approximate 7.5% impact on
Revenue. The 10% change in equity markets is a reasonable approximation of
possible change. The key assumption in this assessment is the percentage
change of market volatility over the next 12 months from the year ended 2025.
Foreign Exchange Risk
Foreign exchange risk arises when the group entities enter into transactions
denominated in a currency other than its functional currency. The Group's
policy is, where possible, to allow group entities to settle liabilities
denominated in its functional currency with the cash generated from their own
operations in that currency.
The Group aims to fund expenses and investments in the respective currency and
to manage foreign exchange risk at a local level by matching the currency in
which Revenue is generated and expenses are incurred.
Credit Risk
Credit risk is the risk that a counterparty will be unable to pay amounts in
full when due. The Group's exposure to credit risk arises principally from its
cash balances held with banks and trade receivables. The Group's trade
receivables are the contractual cash flow obligations that the payors must
meet. The payors are BlackRock and State Street which are high credit rated
financial institutions. Assets they hold on behalf of the Group are a small
percentage of their net assets and on this basis, credit risk is considered to
be low. The Group utilises the simplified approach to provide for expected
credit losses allowing the use of lifetime loss allowances to be made. In
determining expected credit losses, financial assets have been grouped based
on shared credit risk characteristics, such as number of days past due and the
counterparty.
At the end of the reporting period no assets were determined to be impaired
and there was no balance past due.
In certain cases, the Group will also consider a financial asset to be in
default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full. A financial
asset is written off when there is no reasonable expectation of recovering the
contractual cash flows.
Due to the Group's financial assets primarily being trade receivables which
all have an expected lifetime of less than 12 months, the Group has elected to
measure the expected credit losses at 12 months only. The Group's expected
credit loss is £nil (2024: £nil).
Set out below is the information about the credit risk exposure on the Group's
trade receivables:
Days Past Due
Current < 30 days 30-60 days 61-90 days >91 days Total
31 December 2025 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 3,985 - - - - 3,985
Other Receivables 264 - - - - 264
Days Past Due
Current < 30 days 30-60 days 61-90 days >91 days Total
31 December 2024 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 3,037 - - - - 3,037
Other Receivables 72 - - 5 5 82
The Group's Trade Receivables are concentrated in the following money
managers:
2025 2024
BlackRock 38% 75%
State Street 62% 25%
100% 100%
Other Receivables mainly comprise of interest due from banking partners and
the office rental deposit. The probability of default by these parties is
deemed low. The credit risk on liquid funds financial instruments is limited
because the counterparties are banks with high credit-ratings assigned by
international credit-rating agencies. The Group's principal Banks are Barclays
Bank and HSBC Innovation Banking. The Group only uses banks with a credit
rating of at least BBB+ (Standard & Poor's). The Group's liquid funds are
concentrated in Barclays, which holds 58% of the total balance as at year end
(2024: 67%), HSBC, which holds 40% of the total balance as at year end (2024:
31%) and CitiBank which holds 2% of the total balance as at the year end
(2024: 0%).
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations to settle its liabilities. This is managed through cash flow
forecasting.
Undiscounted Maturity Analysis
The following table sets out the remaining contractual maturities of the
group's financial liabilities by type:
Within 1 year Between 1 and 5 years After more than 5 years Total
31 December 2025 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 4,021 - - 4,021
Lease Liabilities 125 - - 125
Within 1 year Between 1 and 5 years After more than 5 years Total
31 December 2024 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 6,576 - - 6,576
Lease Liabilities 167 125 - 292
Capital Risk Management
For the purpose of the Group's capital management, capital includes issued
share capital, share premium and all other equity reserves attributable to the
equity holders of the Company.
The Group manages its capital to ensure that it will be able to continue as a
going concern by ensuring compliance with regulatory capital requirements set
by the FCA and maximising returns to shareholders through optimal capital
deployment. Regulatory capital is determined in accordance with the
requirements prescribed by the FCA. The Group performs capital assessments and
maintains a surplus over the regulatory capital requirement at all times.
The Group met its regulatory capital requirement throughout the years 2024 and
2025.
The Group manages its capital structure and makes adjustments considering
changes in economic conditions. To maintain or adjust the capital structure,
the Group may return capital to shareholders or issue new shares.
Externally Imposed Capital Requirements
The capital adequacy of the business is monitored on a quarterly basis as part
of general business planning by the Finance Team. The Group conducts a capital
adequacy assessment process, as required by the Financial Conduct Authority
('FCA') to assess and maintain the appropriate levels.
26. Related Party Transactions
2025 2024
Key Management Compensation £ 000 £ 000
Salaries and Other Short-term Employee Benefits 2,711 2,175
Other Long-term Benefits 26 26
Share-based Payments 2,310 1,971
5,047 4,172
Transactions with Key Management
During the year ended 31 December 2025, Matthew Loft repaid £18,613.48 to
PensionBee Inc. in respect of secondment accommodation costs made on his
behalf in the year. As at the year ended 31 December 2025, there is £nil
outstanding (2024: £nil). During the year ended 31 December 2025, there were
no other transactions with Key Management (2024: none).
Some Key Management use the Group's services on commercial terms which are
consistent with the standard terms and conditions as available on the website.
27. Events After the Reporting Period
There were no events of material impact to the financial statements that
occurred after the reporting date.
28. Alternative Performance Measures
The Group uses an alternative performance measure ('APM') which is not defined
or specified by IFRS. The APM is Adjusted EBITDA, which is the Operating
Profit/(Loss) for the year before Taxation, Finance Costs, Depreciation and
Amortisation Expense, Share-based Payments and Expansion Costs. The Directors
use this APM and a combination of IFRS measures when reviewing the performance
and position of the Group and believe that these measures provide useful
information with respect to the Group's business and operations. The Directors
consider that this APM illustrates the underlying performance of the business
by excluding items considered by management not to be reflective of the
underlying trading operations of the Group.
The APMs used by the Group are defined below and reconciled to the related
IFRS financial measures:
Adjusted EBITDA
Adjusted EBITDA represents the Operating Profit/(Loss) for the year before
Taxation, Finance Costs, Finance Income, Depreciation and Amortisation,
Share-based Payments and Expansion Costs.
The Adjusted EBITDA for the Group:
2025 2024
£ 000 £ 000
Operating Profit/(Loss) (3,790) (3,223)
Depreciation and Amortisation Expense 357 289
Share-based Payments(1) 4,331 3,150
Expansion Costs(2) - 222
Adjusted EBITDA 898 438
Notes:
1. Relates to total annual charge in relation to Share-based Payments as
detailed in Note 24.
2. Relates to one-off expenses incurred in relation to expansion into the
United States.
PensionBee Trustees Limited is a non-operational company domiciled in the
United Kingdom.
The Adjusted EBITDA for PensionBee UK (PensionBee Group plc and PensionBee
Limited):
2025 2024
£ 000 £ 000
Operating Profit/(Loss)(1) 1,017 (1,050)
Depreciation and Amortisation Expense 339 286
Share-based Payments(2) 4,085 3,067
Expansion Costs(3) - 54
UK Adjusted EBITDA 5,441 2,357
Notes:
1. Operating Profit/(Loss) includes income generated from the provision of
services from PensionBee Limited to PensionBee Inc. amounting to £1,430,000
(2024: £1,196,000). All inter-company transactions are on an arm's length
basis.
2. Relates to annual charge in relation to Share-based Payments as detailed in
Note 24.
3. Relates to one-off expenses incurred in relation to expansion into the
United States.
The Adjusted EBITDA for PensionBee US (PensionBee Inc.):
2025 2024
£ 000 £ 000
Operating Profit/(Loss)(1) (4,810) (2,181)
Depreciation and Amortisation Expense 18 3
Share-based Payments(2) 246 83
Expansion Costs(3) - 168
US Adjusted EBITDA (4,546) (1,927)
Notes:
1. Operating Profit/(Loss) includes expenses incurred from the provision of
services from PensionBee Limited to PensionBee Inc. amounting to £1,433,000
(2024: £1,204,000). All inter-company transactions are on an arm's length
basis.
2. Relates to annual charge in relation to Share-based Payments expense as
detailed in Note 24.
3. Relates to one-off expenses incurred in relation to expansion into the
United States of America.
All the changes were adopted by the Group. None of the standards,
interpretations and amendments, effective for the first time from 1 January
2025, have had a material effect on the financial statements.
New Standards, Interpretations and Amendments not yet Effective
The new standards which are not yet effective will have material disclosure
impact on the financial statements. None of them have been early adopted.
Standard Effective Date, Annual Period beginning on or after
Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial 1 January 2026
Instrument
Amendments to IFRS 18 - Presentation and Disclosures in Financial Statements 1 January 2027
Amendments to IFRS 19 - Subsidiaries without Public Accountability: 1 January 2027
Disclosures
Annual Improvements to IFRS Accounting Standards (2024-2025) have also been
issued. These are not expected to have a material impact on the Group and
therefore have not been listed individually.
Revenue Recognition
Revenue represents amounts receivable for services net of VAT. Revenue is
derived from the administration of our customers' retirement savings and the
provision of one-off ancillary services to customers. The Group operates a
service to combine and transfer customers' old retirement savings into new
online plans, which are subsequently managed by third party money managers.
The Group has applied the 5-step model outlined in IFRS 15 Revenue from
contracts with customers as is set out below:
Identification of the contract with a customer - During account opening, the
customer is made aware of the promises the Group is making. Rights and
obligations of each party are outlined. The point at which the customer agrees
to the terms and conditions is the point at which both the Group and the
customer have signed or agreed the contract.
Identification of the performance obligations in the contract - The Group
makes one promise to its customers, the careful administration of the
customers' retirement savings, including through investments with its third
party money managers. The Group performs administrative tasks during the
process of on-boarding its customers to its technology platform which are
necessary for the fulfilment of administration of the customers' retirement
savings. The Group does not consider these administrative tasks to be a
separate performance obligation. As a result, it is considered that the Group
has a single performance obligation, which is the administration of the
customers' retirement savings.
Determination of the transaction price - The money managers invest customers'
retirement savings in funds ('Group Plans') that match each customer's
selection. The Group charges an annual management fee that is charged daily
against the units held by each customer. In the UK, the annual management fee
is based on a fixed percentage (%) which varies for each of the Group Plans.
In the UK, the fees range from 0.50% to 0.95%.and there is a value-related
discount where the annual headline fee is halved on an individual's assets
above £100,000.. In the US, the annual management fees range from 0.50% to
0.85%.
Allocation of the transaction price - As there is only one performance
obligation, the whole transaction price is allocated to this performance
obligation.
Recognition of Revenue when a performance obligation is satisfied - The
administration of customers' retirement savings is continuous until the
customer fully withdraws their retirement pot or transfers it to another
registered retirement savings provider. Revenue is recognised over time as the
customer simultaneously receives and consumes the benefits provided by the
Group's performance as the Group performs them. The performance obligation is
satisfied when the customer receives the service. Revenue is calculated daily
as a percentage (basis points) of the value of Assets under Administration
('AUA') as agreed by the customer. Payment is due on a daily basis but settled
on a monthly basis.
Consideration Payable to Customers
The Group runs incentive-linked marketing campaigns, including fixed sign-up
contributions and percentage-based incentives on eligible transferred
retirement savings with PensionBee. This consideration payable to the customer
is not in exchange for a distinct good or service; therefore, it is accounted
for as a reduction to the transaction price. The full consideration for fixed
sign-up contributions is accounted for as a revenue reduction in the year it
is payable because the difference between spreading it over the contract life
and recognising it in full in the year it is incurred is not material. A
materiality assessment is done annually. The consideration for
percentage-based incentives is accounted for as a revenue reduction over the
expected life of the customer. The percentage-based contribution is subject to
clawback provisions if a customer transfers their retirement savings out of
PensionBee within five years of the contribution.
Recurring Revenue
The Group's Revenue is recurring in nature as the annual charges are
calculated daily as a percentage (basis points) of the value of AUA and will
continue to be earned on an ongoing basis whilst the Group administers those
assets. Recurring Revenue is derived from management fees and is recognised
based on daily accruals of customers' retirement savings balances as the
performance obligation, being the provision of retirement savings scheme
administration services to customers, is met. These management fees are
charged daily and collected by the Group on a monthly basis.
Other Revenue
Other Revenue relates to commission earned from referring individuals to
purchase life insurance products and to a one-off charge for full draw-down
within one year of becoming an Invested Customer. For this revenue stream, the
performance obligation is the execution of the requested task. There are fee
structures in place which are used to determine the transaction price. Revenue
is recognised at a point in time when the requested task is executed (when the
service is provided to the customer).
Other Income
Other Income relates to amounts received in relation to marketing costs
reimbursements and Research and Development Expenditure Credit. Under an
agreement with State Street Investment Management ('State Street'), the Group
is reimbursed for certain marketing costs. The recognition of such
reimbursements as Other Income is contingent upon the achievement of specified
net new asset thresholds. Amounts received in advance are recorded as deferred
income and recognised as other income only when the corresponding qualifying
marketing costs have been incurred by PensionBee Inc. Research and Development
Expenditure Credit relates to Research and Development gross credit on
projects that qualified for Research and Development under the Department for
Science, Innovation and Technology ("DSIT") Guidelines.
Foreign Currency Transactions and Balances
Functional and presentation currency
Items included in the financial statements of each of the Group entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency').
Foreign currency transactions and balances
In preparing the financial statements of the group entities, transactions in
currencies other than the entity's functional currency ('foreign currencies')
are recognised at the rates of exchange prevailing on the dates of the
transactions. At each reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing at
that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the
fair value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated. Exchange
differences are recognised in the Consolidated Statement of Comprehensive
Income in the period in which they arise.
Foreign operations
For the purpose of presenting the Consolidated Financial Statements, the
results and financial position of foreign operations (none of which has the
currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position;
· income and expenses for each statement of comprehensive income
are translated at average exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated); and,
· all resulting exchange differences are recognised in the
Consolidated Statement of Comprehensive Income and accumulated in a foreign
currency translation reserve.
Taxation
Tax on the loss for the year comprises research and development credit in the
UK and local and state taxes in the US. There was no current or deferred tax
charge for the year (2024: £nil). Tax is recognised in the Consolidated
Statement of Comprehensive Income except to the extent that it relates to
items recognised directly in equity or other comprehensive income, in which
case it is recognised directly in equity or other comprehensive income.
Current income tax assets and liabilities are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and
tax laws used to compute the amount are those that are enacted or
substantively enacted at the reporting date in the UK.
Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to
interpretation and establishes liabilities where appropriate.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences,
the carry forward of unused tax credits and any unused tax losses. Deferred
tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences,
and the carry forward of unused tax credits and unused tax losses can be
utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable
that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
The Group offsets deferred tax assets and deferred tax liabilities if and only
if it has a legally enforceable right to current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts
of deferred tax liabilities or assets are expected to be settled or recovered.
Property, Plant and Equipment
Tangible fixed assets are stated at cost less accumulated depreciation and
accumulated impairment losses. The Group assesses at each reporting date
whether there are impairment indicators for tangible fixed assets.
Depreciation
Depreciation is charged to the Statement of Comprehensive Income on a
straight-line basis over the estimated useful lives of each part of an item of
tangible fixed assets. The estimated useful lives are as follows:
Asset Class Depreciation Method and Rate
Computer Equipment three years straight line
Furniture and Fittings four years straight line
Leasehold Improvements straight line over life of the lease
Right of Use Assets straight line over life of the lease
An item of property, plant and equipment and any significant part initially
recognised is derecognised upon disposal (i.e. at the date the recipient
obtains control) or when no future economic benefits are expected from its use
or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the Consolidated Statement of
Comprehensive Income when the asset is derecognised.
The residual values, useful lives, and methods of depreciation of property,
plant and equipment are reviewed at each financial year end and adjusted
prospectively, if appropriate.
Internally Generated Intangible Assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period
in which it is incurred.
An intangible asset arising from development (or from the development phase of
an internal project) is recognised if, and only if, all of the following
conditions have been demonstrated:
· the technical feasibility of completing the intangible asset so
that it will be available for use or sale
· the intention to complete the intangible asset and use or sell it
· the ability to use or sell the intangible asset
· how the intangible asset will generate probable future economic
benefits
· the availability of adequate technical, financial and other
resources to complete the development and to use or sell the intangible asset
· the ability to measure reliably the expenditure attributable to
the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is
the sum of the expenditure incurred from the date when the intangible asset
first meets the recognition criteria listed above. Where no intangible asset
can be recognised, development expenditure is recognised in the Consolidated
Statement of Comprehensive Income in the period in which it is incurred.
Subsequent to initial recognition, internally generated intangible assets are
reported at cost less accumulated amortisation and accumulated impairment
losses. The estimated useful lives are as follows:
Asset Class Amortisation Method and Rate
Capitalised Development Costs eight years straight line
Intangible assets are amortised from the point at which the assets are
available for use.
Impairment of Non-Financial Assets
The Group assesses at each reporting date, whether there is an indication that
an asset may be impaired. If any such indication exists, the recoverable
amount of the asset is estimated based on an asset's fair value less cost of
disposal. An impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount. Impairment loss is recognised
in the Consolidated Statement of Comprehensive Income.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and short term highly liquid
deposits with a maturity of less than 3 months.
Trade Receivables
Trade and other receivables are recognised initially at the transaction price
less attributable transaction costs. Subsequent to initial recognition they
are measured at amortised cost using the effective interest method, less any
impairment losses in the case of trade receivables and other receivables.
Trade Payables
Trade and other payables are recognised initially at transaction price plus
attributable transaction costs. Subsequently they are measured at amortised
cost using the effective interest method. Trade and other payables are
obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Trade payables are classified as
current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented
as non-current liabilities.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle that obligation and a reliable estimate can be made of
the amount of the obligation. Provisions are measured at the Directors' best
estimate of the expenditure required to settle the obligation at the reporting
date and are discounted to present value where the effect is material.
Leases
Initial Recognition and Measurement
The Group initially recognises a lease liability for the obligation to make
lease payments and a right-of-use asset for the right to use the underlying
asset for the lease term.
The lease liability is measured at the present value of the lease payments to
be made over the lease term. The lease payments include fixed payments,
purchase options at exercise price (where payment is reasonably certain),
expected amount of residual value guarantees, termination option penalties
(where payment is considered reasonably certain) and variable lease payments
that depend on an index or rate.
The right-of-use asset is initially measured at the amount of the lease
liability, adjusted for lease prepayments, lease incentives received, the
Group's initial direct costs (e.g. commissions) and an estimate of
restoration, removal, and dismantling costs.
Subsequent Measurement
After the commencement date, the Group measures the lease liability by:
· Increasing the carrying amount to reflect interest on the lease
liability;
· Reducing the carrying amount to reflect the lease payments made;
and
Re-measuring the carrying amount to reflect any reassessment or lease
modifications or to reflect revised in substance fixed lease payments or on
the occurrence of other specific events.
Interest on the lease liability in each period during the lease term is the
amount that produces a constant periodic rate of interest on the remaining
balance of the lease liability. Interest charges are included in finance cost
in the Consolidated Statement of Comprehensive Income, unless the costs are
included in the carrying amount of another asset applying other applicable
standards. Variable lease payments not included in the measurement of the
lease liability, are included in operating expenses in the period in which the
event or condition that triggers them arises. Repayment of lease liabilities
within financing activities in the Consolidated Statement of Cash Flows
include both the principal and interest.
Short Term and Low Value Leases
The Group has made an accounting policy election, by class of underlying
asset, not to recognise lease assets and lease liabilities for leases with a
lease term of 12 months or less (i.e. short-term leases).
The Group has made an accounting policy election on a lease-by-lease basis,
not to recognise lease assets and lease liabilities on leases for which the
underlying asset is worth £5,000 or less (i.e. low value leases).
Lease payments on short term and low value leases are accounted for on a
straight-line basis over the term of the lease or other systematic basis if
considered more appropriate. Short term and low value lease payments are
included in operating expenses in the Statement of Comprehensive Income.
Share Capital
Ordinary Shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing the equity instruments. If payment is deferred and
the time value of money is material, the initial measurement is on a present
value basis.
Defined Contribution Pension Obligation
The Group operates a defined contribution plan for its employees, under which
the Group pays fixed contributions into the PensionBee Personal Pension (UK
employees) and PensionBee 401(k) (US employees). Once the contributions have
been paid, the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement
of Comprehensive Income when they fall due. Amounts not paid are shown in
creditors as a liability in the Consolidated Statement of Financial Position.
The assets of the plan are held separately from the Group.
Share-based Payments
The cost of equity-settled transactions with employees is measured by
reference to the fair value of the equity instruments granted at the date at
which they are granted and is recognised as an expense over the vesting
period, which ends on the date on which the relevant employees become fully
entitled to the award. Fair value is determined by using the market price of
the shares at a point in time adjacent to the issue of the award. In valuing
equity-settled transactions, no account is taken of any vesting conditions,
other than conditions linked to the price of the shares of the Group (market
conditions) and non-vesting conditions. No expense is recognised for awards
that do not ultimately vest, except for awards where vesting is conditional
upon a market or non-vesting condition, which are treated as vesting
irrespective of whether the market or non-vesting condition is satisfied,
provided that all other vesting conditions are satisfied. At each balance
sheet date, before vesting the cumulative expense is calculated, representing
the extent to which the vesting period has expired and management's best
estimate of the achievement or otherwise of non-market conditions and of the
number of equity instruments that will ultimately vest, or in the case of an
instrument subject to a market condition, will be treated as vesting as
described above. The movement in cumulative expense since the previous balance
sheet date is recognised in the Consolidated Statement of Comprehensive
Income, with a corresponding entry in equity under the Share-based Payment
Reserve.
Where the terms of an equity-settled award are modified, or a new award is
designated as replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original vesting
period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value
of the modified award, both as measured on the date of the modification. No
reduction is recognised if this difference is negative. Where an
equity-settled award is cancelled, it is treated as if it had vested on the
date of cancellation, and any cost not yet recognised in the Statement of
Comprehensive Income for the award is expensed immediately. Any compensation
paid up to the fair value of the award at the cancellation or settlement date
is deducted from equity (Share-based Payment Reserve), with any excess over
fair value expensed in the Consolidated Statement of Comprehensive Income.
The Company has established a Share-based Payment Reserve but does not
transfer any amounts from this reserve on the exercise or lapse of options. On
exercise, shares issued are recognised in share capital at their nominal
value. Share premium is recognised to the extent the exercise price is above
the nominal value. Where the Company is settling part of the exercise price, a
transfer is made from retained earnings to share capital.
Research and Development
Research and development expenditure is recognised as an expense as incurred,
except that development expenditure incurred on an individual project that is
capitalised as an intangible asset when the Group can demonstrate the
technical feasibility of completing the intangible asset so that it will be
available for use or sale, how the asset will generate future economic
benefits, the availability of resources to complete development of the asset
and the ability to measure reliably the expenditure during development.
Capitalised development costs are recorded as intangible assets and amortised
from the point at which the asset is ready for use. The Group's research and
development costs relate to costs incurred on projects carried out to advance
technology used to serve its customers.
Impairment of Financial Assets
Measurement of Expected Credit Losses
Expected credit losses ('ECLs') are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash
flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate.
For trade and other receivables, the Group applies a simplified approach in
calculating the ECLs. Therefore, the Group recognises a loss allowance based
on lifetime ECLs at each reporting date.
3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty
In the application of the Group's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised where
the revision affects only that period, or in the period of the revision and
future periods where the revision affects both current and future periods.
The Group does not have any critical accounting judgements or key estimation
uncertainties.
4. Revenue
The analysis of the Group's Revenue for the year from continuing operations is
as follows:
2025 2024
£ 000 £ 000
Recurring Revenue 42,248 32,876
Other Revenue 362 327
42,610 33,203
Recurring Revenue relates to revenue from the annual management fee charged to
customers. There are no individual revenues from customers which exceed 10% of
the Group's total Revenue for the year.
Analysis of Revenue per geographical location:
2025 2024
£ 000 £ 000
United Kingdom 42,603 33,203
United States of America 7 -
42,610 33,203
5. Operating Segments
Operating segments and reporting segments are reported in a manner consistent
with the internal reporting provided to the Chief Operating Decision Maker
('CODM'). The Group considers that the role of CODM is performed by its Board
of Directors. The Board of Directors regularly reviews the Group's operating
results from a geographical perspective and has identified two reportable
segments of the business; the United Kingdom (PensionBee Group plc and
PensionBee Limited), and the United States (PensionBee Inc.). PensionBee
Trustees Limited is a non-operational company domiciled in the United Kingdom.
Both segments provide the same service; the provision of direct-to-consumer
online retirement savings consolidation and management.
The Board of Directors uses Operating Profit/(Loss) to assess the performance
of the operating segments. The Board of Directors also reviews the assets and
liabilities of the segments on a quarterly basis.
Operating Profit
For the year ended 31 December 2025:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Revenue 44,033 7 (1,430) 42,610
Employee Benefits Expense (13,154) (2,154) - (15,308)
Share-based Payments (4,085) (246) - (4,331)
Depreciation and Amortisation Expense (339) (18) - (357)
Advertising and Marketing (12,139) (3,829) - (15,968)
Other Expenses (13,565) (2,337) 1,433 (14,469)
Other Income 267 3,766 - 4,033
Operating Profit/(Loss) 1,018 (4,811) 3 (3,790)
For the year ended 31 December 2024:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Revenue 34,399 - (1,196) 33,203
Employee Benefits Expense (12,163) (455) - (12,618)
Share-based Payments (3,067) (83) - (3,150)
Depreciation and Amortisation Expense (286) (3) - (289)
Advertising and Marketing (9,113) (767) - (9,880)
Other Expenses (10,766) (1,472) 1,204 (11,034)
Other Income - 767 - 767
Expansion Costs (54) (168) - (222)
Operating Profit/(Loss) (1,050) (2,181) 8 (3,223)
Segment Assets and Liabilities
For the year ended 31 December 2025:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Non-current Assets 10,541 43 (9,588) 996
Current Assets 36,478 2,780 - 39,258
Non-current Liabilities - (2,901) 2,901 -
Current Liabilities (3,990) (249) 37 (4,202)
Net Assets 43,029 (327) (6,650) 36,052
For the year ended 31 December 2024:
UK US Intersegmental Eliminations Total
£ 000 £ 000 £ 000 £ 000
Non-current Assets 4,400 144 (3,491) 1,053
Current Assets 34,887 5,332 - 40,219
Non-current Liabilities (178) (1,239) 1,239 (178)
Current Liabilities (2,528) (4,391) 176 (6,743)
Net Assets 36,581 (154) (2,076) 34,351
6. Employee Benefits Expense
The aggregate payroll costs (including Directors' remuneration) were as
follows:
2025 2024
£ 000 £ 000
Wages and Salaries 13,296 11,109
Social Security Costs 1,690 1,215
Pension Costs, Defined Contribution Scheme 322 294
15,308 12,618
Share-based Payments 4,331 3,150
19,639 5,768
The average number of persons employed by the Group (including Directors)
during the year, analysed by category, was as follows:
2025 2024
No. No.
Executive Management 10 10
Technology and Product 45 44
Marketing 23 18
Customer Service 79 82
Legal, Compliance and Risk 19 15
Administration and Other 22 24
198 193
7. Directors' Remuneration
The Directors' remuneration for the year was as follows:
2025 2024
£ 000 £ 000
Remuneration 1,197 1,008
Group Contributions paid to Defined Contribution Pension Schemes 11 11
Amount of Gains made on the Exercise of Share Options 622 293
1,830 1,312
During the year the number of Directors who were receiving benefits and share
incentives was as follows:
2025 2024
No. No.
Members of Defined Contribution Pension Schemes 5 5
In respect of the highest paid Director:
2025 2024
£ 000 £ 000
Remuneration 272 218
Group Contributions to Defined Contribution Pension Schemes 2 2
Amount of Gains made on the Exercise of Share Options 322 293
8. Other Expenses
2025 2024
£ 000 £ 000
Auditor's Remuneration 251 256
Money Manager Costs 6,046 4,315
Other Expenses 8,172 6,463
14,469 11,034
Included in Other Expenses are technology and platform costs, professional
services fees, irrecoverable VAT and general and administrative costs.
9. Other Income
2025 2024
£ 000 £ 000
Marketing Costs Reimbursement 3,766 767
Research and Development Expenditure Credit 267 -
4,033 767
During the year ended 31 December 2024 the Company (through its subsidiary,
PensionBee Inc.) entered into an agreement with State Street under which it
will provide meaningful marketing support to PensionBee Inc. Under the terms
of the agreement, State Street reimburses marketing costs incurred by
PensionBee Inc. The annual amount of the marketing costs reimbursement is
based on the achievement of certain net new asset thresholds. Marketing Costs
Reimbursement relates to marketing costs reimbursements received from State
Street. Amounts received in advance have been accounted for as deferred income
and will be released to Other Income to the extent that a qualifying marketing
cost has been incurred by PensionBee Inc. Research and Development Expenditure
Credit relates to Research and Development gross credit on projects that
qualified for Research and Development under the Department for Science,
Innovation and Technology (DSIT) Guidelines.
10. Finance Income and Costs
Finance Income:
2025 2024
£ 000 £ 000
Interest Income 1,018 102
1,018 102
Finance Costs:
2025 2024
£ 000 £ 000
Interest Expense on Lease Liabilities 14 22
Interest Expense on Dilapidations Provision 3 4
17 26
11. Auditors' Remuneration
2025 2024
£ 000 £ 000
Audit of the Company's Financial Statements 71 76
Audit of the Company's Subsidiary Financial Statements 137 140
Total Audit Fees 208 216
2025 2024
£ 000 £ 000
Audit Related Assurance Services 43 40
Total Audit Related Assurance Fees 43 40
Auditor's remuneration has been shown net of VAT. Audit Related Assurance Fees
relate to the half year review of the Group's financial statements and CASS
audit services received by PensionBee Limited. No services were provided
pursuant to contingent fee arrangements.
12. Taxation
Tax charged/(credited) in the Statement of Comprehensive Income:
2025 2024
£ 000 £ 000
Current Tax
Current tax expense/(credit) on profits for the year 57 (11)
Adjustment in respect of prior periods 4 -
Total current tax expense/(credit) 61 (11)
Deferred Taxation - -
Arising from Origination and Reversal of Temporary Differences - -
Arising from Tax Rate Changes - -
Total Deferred Taxation - -
Tax Expense/(Credit) in the Statement of Comprehensive Income 61 (11)
The tax on the Group loss for the year was computed at the UK rate of
corporation tax of 25% (2024: 25%). From 1 April 2023, the corporation tax
rate of 25% was effective for companies with profits of £250,000 and over.
PensionBee will likely utilise its carried forward losses while making profits
exceeding £250,000 and incurring corporation tax at the rate of 25%.
The differences are reconciled below:
2025 2024
£ 000 £ 000
Profit/(Loss) before Tax (2,789) (3,147)
Corporation Tax at Standard Rate (697) (787)
Impact of profits/losses earned in territories with different statutory rates 15 (227)
to the UK
Non-deductible Expenses 131 13
Non-deductible Income - (13)
Utilisation of Tax Losses (966) -
Share-based Payments 416 258
Unrecognised Tax Losses 1,101 984
Adjustment in respect of prior period 4
Franchise Tax 6 -
Research and Development tax expense/(relief) 51 (239)
Total Tax Credit 61 (11)
2025 2024
£ 000 £ 000
Fixed Assets Temporary Differences (148) (73)
Total Deferred Tax Liability (148) (73)
Losses available for offsetting against Future Taxable Income 148 73
Total Deferred Tax Asset 148 73
Net Deferred Tax - -
The Group has £86,000,000 of non-expiring carried forward tax losses at 31
December 2025 (2024: £84,528,000) against which no deferred tax asset has
been recognised. A deferred tax asset has not been recognised on the basis
that there is insufficient certainty over the recovery of these tax losses in
the near future.
13. Earnings per Share
Basic Earnings per Share is calculated by dividing the Loss Attributable to
Equity Holders of the Company by the Weighted Average Number of ordinary
Shares Outstanding during the year.
Diluted Earnings per Share is calculated by dividing the Loss Attributable to
Equity Holders of the Company adjusted for the effect that would result from
the weighted average number of ordinary shares plus the weighted average
number of shares that would be issued on the conversion of all the dilutive
potential shares under option. At each balance sheet date reported below, the
following potential ordinary shares under option are anti-dilutive and are
therefore excluded from the weighted average number of ordinary shares for the
purpose of Diluted Earnings per Share.
2025 2024
Number of Potential Ordinary Shares 11,561,884 9,649,849
Profit/(Loss) Attributable to Equity Holders of PensionBee Group plc (£) (2,850,000) (3,136,000)
Weighted Average Number of Ordinary Shares Outstanding during the Year 237,126,328 226,562,419
Basic and Diluted Earnings per Share (pence per Share) (1.20) (1.38)
Basic Earnings per Share was (1.20)p for 2025 (2024: (1.38)p).
14. Property, Plant and Equipment
Fixtures and Fittings Leasehold Improvements Computer Equipment Total
£ 000 £ 000 £ 000 £ 000
Cost
At 1 January 2024 63 418 415 896
Additions 4 - 114 118
Disposals - - (16) (16)
At 31 December 2024 67 418 513 998
At 1 January 2025 67 418 513 998
Additions 4 - 174 178
Disposals - - (41) (41)
At 31 December 2025 71 418 646 1,135
Accumulated Depreciation
At 1 January 2024 60 232 299 591
Charge for the year 1 59 85 145
Eliminated on Disposal - - (14) (14)
At 31 December 2024 61 291 370 722
At 1 January 2025 61 291 370 722
Charge for the year 2 60 109 171
Eliminated on Disposal - - (41) (41)
At 31 December 2025 63 351 438 852
Carrying Amount
At 31 December 2025 8 67 208 283
At 31 December 2024 6 127 143 276
At 1 January 2024 3 186 116 305
15. Intangible Assets
Capitalised Development Costs Total
£ 000 £ 000
Cost
At 1 January 2024 -
Additions 267 267
Disposals - -
At 31 December 2024 267 267
At 1 January 2025 267 267
Additions 365 365
Disposals - -
At 31 December 2025 632 632
Accumulated Depreciation
At 1 January 2024 - -
Charge for the year 3 3
Eliminated on Disposal - -
At 31 December 2024 3 3
At 1 January 2025 3 3
Charge for the year 45 45
Eliminated on Disposal - -
At 31 December 2025 48 48
Carrying Amount
At 31 December 2025 584 584
At 31 December 2024 264 264
At 1 January 2024 - -
Capitalised development costs include employee costs and directly attributable
supplier costs incurred in the development of the technology platform and
mobile application.
16. Right of Use Asset
£ 000
Cost
At 1 January 2024 706
Additions -
Disposals -
At 31 December 2024 706
At 1 January 2025 706
Additions -
Disposals -
At 31 December 2025 706
Accumulated Depreciation
At 1 January 2024 294
Charge for the year 142
Eliminated on Disposal -
At 31 December 2024 436
At 1 January 2025 436
Charge for the year 142
Eliminated on Disposal -
At 31 December 2025 577
Carrying Amount
At 31 December 2025 129
At 31 December 2024 270
At 1 January 2024 412
17. Trade and Other Receivables
2025 2024
£ 000 £ 000
Trade Receivables 3,985 3,037
Prepayments 2,136 2,105
Other Receivables 264 82
6,385 5,224
Trade and Other Receivables are measured at amortised cost and management
assessed that the carrying value is approximately their fair value due to the
short-term maturities of these balances.
18. Share Capital
Allotted, Called Up and Fully Paid Shares
2025 2024
No. 000 £ 000 No. 000 £ 000
At 1 January 236,122 236 223,963 224
Shares issued 1,786 2 12,159 12
At 31 December 237,908 238 236,122 236
During the year, PensionBee Group plc issued ordinary shares, to satisfy the
exercise of share options totalling 1,786,530 ordinary shares (2024:
1,348,265) of £0.001 each. The exercise price for each exercised share option
was £0.001 (2024: £0.001).
On 28 October 2024, PensionBee Group plc issued 10,810,811 ordinary shares of
£0.001 each to raise capital. Each share was issued at £1.85. Transaction
costs incurred and directly attributable to the issuance of these shares
amounted to £762,000. These costs were recognised as a reduction to the share
premium.
Each ordinary share carries one vote per share and ranks pari passu with
respect to dividends and capital.
19. Reserves
Share Premium
The Share Premium account represents the excess of the issue price over the
par value on shares issued, less transaction costs arising on the issue.
Share-based Payment Reserve
The Share-based Payment Reserve is used to recognise the value of
equity-settled share-based payments provided to employees, including key
management personnel, as part of their remuneration.
Foreign Exchange Reserve
The Foreign Exchange Reserve comprises cumulative exchange differences arising
from the translation of the Group's foreign operations into the presentation
currency. Exchange differences are recognised in the Statement of
Comprehensive Profit/(Loss) and accumulated in this reserve.
Retained Earnings
The balance in the Retained Earnings account represents the distributable
reserves of the Group.
20. Leases
In December 2021, the Group entered into a new property lease with a 5-year
lease term ending in December 2026. At inception, the lease liability was
determined using a discount rate linked to London office rental yields,
adjusted for the risk premium for certain company specific factors as well as
taking into consideration the interest rate associated with the revolving
credit facility entered into in March 2021 and subsequently cancelled in
September 2021. The discount rate applied was 7%. The lease terms have not
been amended since inception.
The carrying amounts of Right of Use Assets recognised and the movements
during each year are set out in Note 16. Set out below are the carrying
amounts of lease liabilities and the movements during the year.
2025 2024
£ 000 £ 000
As at 1 January 292 398
Accretion of Interest 14 22
Payments (181) (128)
As at 31 December 125 292
Lease Liabilities included in the Consolidated Statement of Financial
Position:
2025 2024
£ 000 £ 000
Non-current - 125
Current 125 167
125 292
The following are the amounts recognised in the Consolidated Statement of
Comprehensive Income:
2025 2024
£ 000 £ 000
Depreciation on Right of Use Asset 142 142
Interest on Lease Liability 14 22
156 164
21. Provisions
2025 2024
Dilapidations £ 000 £ 000
As at 1 January - 49
Interest - 4
As at 31 December - 53
Non-current Liabilities - 53
2025 2024
Dilapidations £ 000 £ 000
As at 1 January 53 -
Interest 3 -
As at 31 December 56 -
Current Liabilities 56 -
The Group is required to restore the leased premises of its offices to their
original condition at the end of the lease term. The lease term ends on 2
December 2026. A provision has been recognised at the present value of the
estimated expenditure required to remove any leasehold improvements. These
costs have been capitalised as part of the Right of Use Asset and are
amortised over the useful life of the asset.
22. Trade and Other Payables
2025 2024
£ 000 £ 000
Trade Payables 414 111
Accrued Expenses 3,365 2,257
Other Payables 217 77
Deferred Income 25 4,131
4,021 6,576
Trade and Other Payables are measured at amortised cost and management
assessed that the carrying value is approximately their fair value due to the
short-term maturities of these balances.
Deferred income arises as a result of marketing funding received in advance
from State Street Investment Management, a US-based global financial
institution, see Note 9.
23. Pensions and Other Schemes
The Group operates a defined contribution pension scheme (UK employees) and
401(k) (US employees). The retirement cost charge for the year represents
contributions payable by the Group to the schemes and amounted to £293,000
(2024: £294,000).
24. Share-based Payments
PensionBee EMI and Non-EMI Share Option Scheme
Scheme Details and Movements
Under the PensionBee EMI and Non-EMI Share Option Scheme share options were
granted to eligible employees who have passed their probation period at the
Group. The exercise price of all share options is £0.001 per share.
The share options normally vest on the later of the following tranches, 25% of
the shares vest on the first anniversary of the vesting commencement date with
the remaining 75% of the shares vesting quarterly in equal instalments over
the following three years.
The fair value of the share options granted is estimated on the date of grant
by reference to the prevailing share price. Before the Company was listed in
2021, the fair value was determined by reference to the price paid by external
investors as part of periodic funding rounds.
The weighted average fair value of share options granted during the year was
£nil (2024: £ nil).
During the year ended 31 December 2021, share options could be exercised upon
the occurrence of an exit event, a takeover, reconstruction, liquidation and
sale of the business, to the extent they had vested. In the event that there
had been no exit event before the tenth anniversary of the date of grant, the
Directors were able to determine that an option holder could exercise their
option in the 30 day period before such anniversary.
Following the listing of the Company in 2021, share options can be exercised
upon satisfying the service condition.
The movements in the number of share options during the year were as follows:
2025 2024
No. No.
Outstanding, start of the year 514,734 1,517,770
Exercised during the year (513,734) (995,726)
Expired during the year (500) (7,310)
Outstanding, end of the year 500 514,734
Exercisable, end of the year 500 506,984
The weighted average share price on the dates the share options were exercised
during the year was £1.53 (2024: £1.51) and the weighted average remaining
contractual life is nil (2024: one month).
Deferred Share Bonus Awards
Scheme Details and Movements
Under the PensionBee Deferred Share Bonus Plan, awards ('DSB Awards') are
granted to eligible employees who are, or were, an employee (including an
Executive Director) of the Group who have been granted a bonus. DSB Awards are
granted in the subsequent financial year once the annual bonus outturn has
been determined. The DSB Awards are granted by way of share options, with an
exercise price of £0.001 per share.
For the two Executive Directors that were in office as of 31 December 2021,
their 2022 granted DSB Awards cliff vest on the third anniversary of the date
of grant. For the rest of the employees and the subsequent grants, DSB Awards
vest in three equal instalments over a service period of three years from
grant date. DSB Awards vest upon satisfying the service condition.
The fair value of the DSB Awards is the share price on the grant date. DSB
Awards can be exercised to the extent they have vested.
The weighted average fair value of DSB Awards granted during 2025 was £1.47
(2024: £0.97).
The movements in the number of DSB Awards during the year were as follows:
2025 2024
No. No.
Outstanding, start of the year 2,470,757 1,280,762
Granted during the year 1,942,412 1,582,724
Exercised during the year (1,188,218) (352,539)
Lapsed during the year (18,165) (40,190)
Outstanding, end of the year 3,206,786 2,470,757
Exercisable, end of the year 49,668 145,348
The weighted average share price on the dates the share options were exercised
during the year was £1.49 (2024: £1.50). The weighted average remaining
contractual life is 11 months (2024: 11 months).
Long Term Incentives
Scheme Details and Movements
Under the PensionBee Long Term Incentives Plan, restricted share plan awards
('RSP Awards') are granted to eligible employees who are or were employees
(including an Executive Director) of the Group, at mid-level management or
higher. RSP Awards are granted in the subsequent financial year following a
bonus grant. The RSP Awards are granted by way of share options, with an
exercise price of £0.001 per share.
The RSP Awards vest in tranches, a third of the RSP Awards vest on the third
anniversary, a third on the fourth anniversary and the last third on the fifth
anniversary of the grant date.
The fair value of the RSP Awards is the share price on the grant date
discounted for the restricted selling period. RSP Awards can be exercised to
the extent they have vested and after a five-year holding period.
The weighted average fair value of RSP Awards granted during 2025 was £1.41
(2024: £0.94).
The movements in the number of RSP Awards during the year were as follows:
2025 2024
No. No.
Outstanding, start of the year 6,664,358 3,959,249
Granted during the year 1,823,217 2,803,728
Exercised during the year (84,578) -
Lapsed during the year (48,399) (98,619)
Outstanding, end of the year 8,354,598 6,664,358
Exercisable, end of the year - -
The weighted average share price on the dates the share options were exercised
during the year was £1.70 (2024: no exercises) and the weighted average
remaining contractual life is one year and eleven months. (2024: two years and
five months).
Charge/Credit arising from Share-based Payments
The total charge for the year for the Share-based Payments was £4,331,000
(2024: £3,150,000), all of which related to equity-settled share-based
payment transactions.
25. Financial Risks Review
This note presents information about the Group's exposure to financial risks
and the Group's management of capital. Financial risk exposure results from
the operations of the Subsidiary. The Company is not trading and therefore is
structured to avoid, in so far as possible, all forms of financial risk.
Financial Risk Management Objectives
The Group has identified the financial risks arising from its activities and
has established policies and procedures to manage these risks in accordance
with its risk appetite. These risks included market risk, credit risk and
liquidity risk. The Group does not enter or trade financial instruments,
including derivative financial instruments. Assisted by the Audit and Risk
Committee, the Board of Directors has overall responsibility for establishing
and overseeing the Group's risk management framework and risk appetite.
The Group's financial risk management policies are intended to ensure that
risks, including emerging risks are identified, evaluated and subject to
ongoing close monitoring and mitigation where appropriate. The Board of
Directors regularly reviews financial risk management policies, procedures and
systems to reflect changes in the business, risk horizon, markets and
financial instruments used by the Group. The Group's senior management is
responsible for the day-to-day management of these risks in accordance with
the Group's risk management framework.
Market Risk
Market risk is the risk that the fair value or future cash flows of financial
instruments will fluctuate because of changes in market prices. Market risk
comprises risks including interest rate risk, currency risk and price risk.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. The Group considers interest rate risk to be insignificant due to no
debt.
Price Risk
The main source of Revenue is based on the value of Assets under
Administration ('AUA'), a measure of the total assets for which a financial
institution provides administrative services. The Group has an indirect
exposure to price risk on investments held on behalf of customers. These
assets are not on the Group's Statement of Financial Position. The risk of
lower revenues is partially mitigated by asset class diversification. The
Group does not hedge its revenue exposure to movements in the value of
customers' assets arising from these risks, and so the interests of the Group
are aligned to those of its customers.
A 10% change in equity markets would have an approximate 7.5% impact on
Revenue. The 10% change in equity markets is a reasonable approximation of
possible change. The key assumption in this assessment is the percentage
change of market volatility over the next 12 months from the year ended 2025.
Foreign Exchange Risk
Foreign exchange risk arises when the group entities enter into transactions
denominated in a currency other than its functional currency. The Group's
policy is, where possible, to allow group entities to settle liabilities
denominated in its functional currency with the cash generated from their own
operations in that currency.
The Group aims to fund expenses and investments in the respective currency and
to manage foreign exchange risk at a local level by matching the currency in
which Revenue is generated and expenses are incurred.
Credit Risk
Credit risk is the risk that a counterparty will be unable to pay amounts in
full when due. The Group's exposure to credit risk arises principally from its
cash balances held with banks and trade receivables. The Group's trade
receivables are the contractual cash flow obligations that the payors must
meet. The payors are BlackRock and State Street which are high credit rated
financial institutions. Assets they hold on behalf of the Group are a small
percentage of their net assets and on this basis, credit risk is considered to
be low. The Group utilises the simplified approach to provide for expected
credit losses allowing the use of lifetime loss allowances to be made. In
determining expected credit losses, financial assets have been grouped based
on shared credit risk characteristics, such as number of days past due and the
counterparty.
At the end of the reporting period no assets were determined to be impaired
and there was no balance past due.
In certain cases, the Group will also consider a financial asset to be in
default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full. A financial
asset is written off when there is no reasonable expectation of recovering the
contractual cash flows.
Due to the Group's financial assets primarily being trade receivables which
all have an expected lifetime of less than 12 months, the Group has elected to
measure the expected credit losses at 12 months only. The Group's expected
credit loss is £nil (2024: £nil).
Set out below is the information about the credit risk exposure on the Group's
trade receivables:
Days Past Due
Current < 30 days 30-60 days 61-90 days >91 days Total
31 December 2025 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 3,985 - - - - 3,985
Other Receivables 264 - - - - 264
Days Past Due
Current < 30 days 30-60 days 61-90 days >91 days Total
31 December 2024 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 3,037 - - - - 3,037
Other Receivables 72 - - 5 5 82
The Group's Trade Receivables are concentrated in the following money
managers:
2025 2024
BlackRock 38% 75%
State Street 62% 25%
100% 100%
Other Receivables mainly comprise of interest due from banking partners and
the office rental deposit. The probability of default by these parties is
deemed low. The credit risk on liquid funds financial instruments is limited
because the counterparties are banks with high credit-ratings assigned by
international credit-rating agencies. The Group's principal Banks are Barclays
Bank and HSBC Innovation Banking. The Group only uses banks with a credit
rating of at least BBB+ (Standard & Poor's). The Group's liquid funds are
concentrated in Barclays, which holds 58% of the total balance as at year end
(2024: 67%), HSBC, which holds 40% of the total balance as at year end (2024:
31%) and CitiBank which holds 2% of the total balance as at the year end
(2024: 0%).
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations to settle its liabilities. This is managed through cash flow
forecasting.
Undiscounted Maturity Analysis
The following table sets out the remaining contractual maturities of the
group's financial liabilities by type:
Within 1 year Between 1 and 5 years After more than 5 years Total
31 December 2025 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 4,021 - - 4,021
Lease Liabilities 125 - - 125
Within 1 year Between 1 and 5 years After more than 5 years Total
31 December 2024 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 6,576 - - 6,576
Lease Liabilities 167 125 - 292
Capital Risk Management
For the purpose of the Group's capital management, capital includes issued
share capital, share premium and all other equity reserves attributable to the
equity holders of the Company.
The Group manages its capital to ensure that it will be able to continue as a
going concern by ensuring compliance with regulatory capital requirements set
by the FCA and maximising returns to shareholders through optimal capital
deployment. Regulatory capital is determined in accordance with the
requirements prescribed by the FCA. The Group performs capital assessments and
maintains a surplus over the regulatory capital requirement at all times.
The Group met its regulatory capital requirement throughout the years 2024 and
2025.
The Group manages its capital structure and makes adjustments considering
changes in economic conditions. To maintain or adjust the capital structure,
the Group may return capital to shareholders or issue new shares.
Externally Imposed Capital Requirements
The capital adequacy of the business is monitored on a quarterly basis as part
of general business planning by the Finance Team. The Group conducts a capital
adequacy assessment process, as required by the Financial Conduct Authority
('FCA') to assess and maintain the appropriate levels.
26. Related Party Transactions
2025 2024
Key Management Compensation £ 000 £ 000
Salaries and Other Short-term Employee Benefits 2,711 2,175
Other Long-term Benefits 26 26
Share-based Payments 2,310 1,971
5,047 4,172
Transactions with Key Management
During the year ended 31 December 2025, Matthew Loft repaid £18,613.48 to
PensionBee Inc. in respect of secondment accommodation costs made on his
behalf in the year. As at the year ended 31 December 2025, there is £nil
outstanding (2024: £nil). During the year ended 31 December 2025, there were
no other transactions with Key Management (2024: none).
Some Key Management use the Group's services on commercial terms which are
consistent with the standard terms and conditions as available on the website.
27. Events After the Reporting Period
There were no events of material impact to the financial statements that
occurred after the reporting date.
28. Alternative Performance Measures
The Group uses an alternative performance measure ('APM') which is not defined
or specified by IFRS. The APM is Adjusted EBITDA, which is the Operating
Profit/(Loss) for the year before Taxation, Finance Costs, Depreciation and
Amortisation Expense, Share-based Payments and Expansion Costs. The Directors
use this APM and a combination of IFRS measures when reviewing the performance
and position of the Group and believe that these measures provide useful
information with respect to the Group's business and operations. The Directors
consider that this APM illustrates the underlying performance of the business
by excluding items considered by management not to be reflective of the
underlying trading operations of the Group.
The APMs used by the Group are defined below and reconciled to the related
IFRS financial measures:
Adjusted EBITDA
Adjusted EBITDA represents the Operating Profit/(Loss) for the year before
Taxation, Finance Costs, Finance Income, Depreciation and Amortisation,
Share-based Payments and Expansion Costs.
The Adjusted EBITDA for the Group:
2025 2024
£ 000 £ 000
Operating Profit/(Loss) (3,790) (3,223)
Depreciation and Amortisation Expense 357 289
Share-based Payments(1) 4,331 3,150
Expansion Costs(2) - 222
Adjusted EBITDA 898 438
Notes:
1. Relates to total annual charge in relation to Share-based Payments as
detailed in Note 24.
2. Relates to one-off expenses incurred in relation to expansion into the
United States.
PensionBee Trustees Limited is a non-operational company domiciled in the
United Kingdom.
The Adjusted EBITDA for PensionBee UK (PensionBee Group plc and PensionBee
Limited):
2025 2024
£ 000 £ 000
Operating Profit/(Loss)(1) 1,017 (1,050)
Depreciation and Amortisation Expense 339 286
Share-based Payments(2) 4,085 3,067
Expansion Costs(3) - 54
UK Adjusted EBITDA 5,441 2,357
Notes:
1. Operating Profit/(Loss) includes income generated from the provision of
services from PensionBee Limited to PensionBee Inc. amounting to £1,430,000
(2024: £1,196,000). All inter-company transactions are on an arm's length
basis.
2. Relates to annual charge in relation to Share-based Payments as detailed in
Note 24.
3. Relates to one-off expenses incurred in relation to expansion into the
United States.
The Adjusted EBITDA for PensionBee US (PensionBee Inc.):
2025 2024
£ 000 £ 000
Operating Profit/(Loss)(1) (4,810) (2,181)
Depreciation and Amortisation Expense 18 3
Share-based Payments(2) 246 83
Expansion Costs(3) - 168
US Adjusted EBITDA (4,546) (1,927)
Notes:
1. Operating Profit/(Loss) includes expenses incurred from the provision of
services from PensionBee Limited to PensionBee Inc. amounting to £1,433,000
(2024: £1,204,000). All inter-company transactions are on an arm's length
basis.
2. Relates to annual charge in relation to Share-based Payments expense as
detailed in Note 24.
3. Relates to one-off expenses incurred in relation to expansion into the
United States of America.
Directors, Company Secretary and Shareholder Information
PensionBee Executive Directors Romi Savova (Chief Executive Officer)
Jonathan Lister Parsons (Chief Technology Officer)
Christoph J. Martin (Chief Financial Officer)
PensionBee Non-Executive Directors Mark Wood CBE (Non-Executive Chair)
Mary Francis CBE (Senior Independent Director)
Michelle Cracknell CBE (Independent Non-Executive Director)
Lara Oyesanya FRSA (Independent Non-Executive Director)
Company Secretary Michael Tavener
Registered Number 13172844
Registered Office PensionBee Group plc
209 Blackfriars Road
London
SE1 8NL
United Kingdom
Auditor Deloitte LLP1 New St Square
London
EC4A 3HQ
United Kingdom
Website pensionbee.com
Copyright 2026. PensionBee Limited.
Company Registration Number: 09354862. FCA Reference Number: 744931.
Information Commissioner's Office Registration:
ZA131262
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