REG - RentGuarantor Hldgs - Full Year Results
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RNS Number : 3959V RentGuarantor Holdings PLC 05 March 2026
5 March 2026
RentGuarantor Holdings PLC
(the "Company" or "RentGuarantor")
Full Year Results
RentGuarantor (AIM: RGG), a provider of rent guarantee services to prospective
tenants across the socio-economic spectrum wishing to rent property in the
UK(1) private rental sector, is pleased to announce its audited financial
results for the year ended 31 December 2025 ("FY2025").
Highlights
Financial highlights:
· Strong revenue growth
Revenues up 87% to £2.39 million (FY2024: £1.27 million), with the number of
tenant contracts rising 85%, assisted by the continued positive impact of the
Company's three-year guarantee product.
· Strengthened financial position
Year‑end cash reserves increased to £2.05 million (FY2024: £272,000),
supported in particular by the fundraise in Q4 2025, enabling continued
investment in the business and operational resilience. Operating loss of
£1.38 million, or £817,000 excluding AIM Admission costs and accelerated
marketing spend.
Operational highlights:
· Successful admission to AIM
Admission to AIM in August 2025 helped increase visibility with investors and
provided a foundation for future growth.
· Significant fundraising
Approximately £4 million raised in 2025 through convertible loan notes and
new share subscriptions to fund working capital, team expansion, marketing and
strategic growth.
· Partnership expansion
New agreements signed with branches of Winkworth and Jones Lang LaSalle, both
major players in the sector.
· Appointment of Brand Ambassador
Announced a partnership with barrister, broadcaster and author Rob Rinder MBE,
which was extended for a year post period end, to help drive consumer and
landlord education surrounding the important role of guarantors.
· Increased marketing rollout
Expanded marketing efforts across the Company, supported by sponsorship
agreements for two key industry award programmes: ESTAS Awards 2026 and
Property Week Resi Awards 2026.
· Charitable support
Further support of Furnishing Futures following admission to AIM, helping with
donations and fundraising initiatives.
Awards:
· Industry recognition
Winner of 'Best Professional Guarantor' at the ESTAS Awards 2025 and 'Supplier
of the Year: Products & Services Business' at the Negotiator Awards 2025.
Post Period Highlights:
· Continued revenue momentum
The first two months of 2026 are showing further growth in revenues.
· NRLA strategic partnership
A two‑year partnership with the National Residential Landlords Association
("NRLA") commenced in February 2026, including the proposed development of a
co‑supported landlord education and training programme and the promotion of
the Company's service to the NRLA's membership of over 111,000 landlord
members.
· mydeposits licence agreement
Licence agreement with mydeposits, one of the UK's three
government‑authorised tenancy deposit schemes, to enable RentGuarantor to
offer an enhanced service incorporating deposit protection alongside its
professional guarantor solution.
· Advancement of AI strategy
Development of AI‑powered document reading tools, with deployment of the
Automated Document Reader for Universal Credit ("ADR-UC") expected later in
2026. The technology is designed to accelerate application processing and
support scalable growth.
· Redevelopment of website
The new website provides an improved user interface, offering stakeholders a
more engaging and accessible digital experience.
· Legislative tailwinds
The Renters' Rights Act is expected to create significant opportunities for
RentGuarantor as landlords and tenants adapt to new requirements.
Paul Foy, CEO of RentGuarantor, commented:
"FY2025 marked a pivotal year for RentGuarantor, with strong revenue growth, a
strengthened balance sheet and meaningful strategic progress across the
business. Revenues rose 87% to £2.39 million, and our improved cash position,
underpinned by the total of c. £4 million raised in 2025, has enabled us to
invest confidently in marketing, technology, product advancement and team
expansion.
"Our admission to AIM was at the core of the Company's growth strategy, and
following this achievement, we've built on the foundation it provided by
broadening our industry footprint through partnership agreements with major
players in our industry, alongside our brand ambassador collaboration with Rob
Rinder. This culminated in two major award wins at both the ESTAS and
Negotiator Awards, which further underlined the burgeoning positive sentiment
around our service.
"I'm pleased that, since the year end, we have continued to build on this
strong momentum, and I look forward to providing shareholders with updates on
our progress as we look ahead to the rest of 2026."
Ends
To engage with this announcement on our Investor Hub, please use the following
link: https://investorhub.rentguarantor.com/link/Pw59Ge
(https://investorhub.rentguarantor.com/link/Pw59Ge)
For more information, please contact:
RentGuarantor Holdings PLC
Paul Foy, Chief Executive Officer
+44 207 193 4418
Kam Bansil / Ian Mitchell, Investor Relations
+44 207 039 1901
Allenby Capital Limited (AIM Nominated Adviser and Broker)
Alex Brearley / Nick Harriss / Ashur Joseph (Corporate Finance)
Amrit Nahal / Kelly Gardiner (Sales and Corporate Broking)
+44 20 3328 5656
BlytheRay (Financial PR)
Megan Ray
Will Jones
+44 207 138 3204
rentguarantor@blytheray.com
About RentGuarantor
RentGuarantor provides a rent guarantee service to tenants wishing to rent
property in the UK(1) (currently excluding Northern Ireland) from the Private
Rental Sector ("PRS"). It is an online service where applications are managed
on a secure and bespoke digital platform designed and built by the Company.
The goal is to make the process as simple as possible, with applications only
taking a few minutes and RentGuarantor seeking to complete the application on
the same day.
(1) Currently excluding Northern Ireland.
Company Registration No. 10510999 (England and Wales)
RENTGUARANTOR HOLDINGS PLC
GROUP ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS, SECRETARY AND ADVISORS
Directors Graham Duncan
(Non-Executive Chairman)
Paul Foy
Emma
Foy
Kieron Becerra
David Cliff
Corporate Secretary MSP Corporate Services Ltd
27 - 28
Eastcastle Street
London
W1W 8DH
Company number 10510999
Registered office MSP Corporate Services Ltd
27 - 28 Eastcastle Street
London
W1W 8DH
Registrars Share Registrars Limited
Molex House
The Millenium Centre
Crosby Way
Farnham
Surrey GU9 7XX
AIM Nominated Allenby Capital
Limited
adviser 5 St. Helen's Place
London EC3A 6AB
Broker
Allenby Capital Limited
5 St.
Helen's Place
London EC3A 6AB
Auditors RPG Crouch Chapman LLP
40
Gracechurch Street
London EC3V 0BT
Bankers Gibraltar International
Bank
Ince's House
310
Main Street
Gibraltar GX11 1AA
Website www.rentguarantor.com
RentGuarantor Holdings PLC is quoted on the London Stock Exchange's AIM Market
with a TIDM of RGG
CHAIRMAN'S STATEMENT
It is my pleasure to present the audited results for RentGuarantor Holdings
Plc for the year ended 31 December 2025 as well as an update on our activities
for the year as a whole.
This period has again seen strong growth in our business, with revenues,
partnerships and our team all building on the foundations established in
earlier years. This growth has been made possible by a highly committed and
talented team and the continued support of our shareholders. Both have been
instrumental in the progress we have achieved this year. Our presence in the
marketplace has been strengthened by new partnerships and a growing focus on
consumer and landlord education regarding professional rent guarantors.
The growth in our activities has been achieved at a time of great change in
the private rental sector with the changes from the Renters' Rights Act due to
come into force in May of this year. This Act will bring about some of the
biggest changes in the industry for several decades and we have been working
with industry participants to ensure we maximise the benefit from the
opportunity these changes will bring.
As I reported in my last statement on the half year results, the Company
successfully completed its move from Aquis to AIM in August 2025, and I am
pleased to say that this has been well received by a number of key partners
and investors. It is also of great benefit in attracting and retaining our
staff who now have a greater opportunity to share in the success of our
business.
Financial Results
In terms of our financial results, I am delighted to report that we have seen
a continuation in the strong growth in revenues, with an overall increase of
87% over the 2024 financial year to £2,387,000 (2024: £1,274,000). This
marks a further improvement over the 72% growth rate achieved in 2024. This
reflects a growing awareness of our services in an expanding market and in
particular our commitment to investment in technology and people as well as a
strong focus on marketing and a consequent expansion of our partner
relationships across the industry. The growth in revenues was primarily driven
by an increase in tenant contracts (up 85% on 2024) and a small increase of
1.2% in the average revenue per contract. In July 2024, the Company introduced
a three-year guarantee contract to match the demand for longer term tenancies.
This change has had a positive impact on the results in 2025.
Operating losses increased to £1,376,000, which would have been £817,000
(2024: £816,000) excluding exceptional AIM Admission expenses of £559,000,
and accelerated marketing costs which we have incurred in order to capture the
opportunities from the Renters' Rights Act being passed into law. The majority
of these marketing-related costs were originally anticipated to be incurred in
2026 but were brought forwards ahead of the changes in legislation.
I am again grateful for the strong support from our shareholders and
management who have provided significant funding for both the move to AIM and
our growth plans. This has been key to delivering our strategy and giving us
enhanced working capital. In total, in 2025, we raised approximately £4
million through the issue of convertible loan notes (the majority of which
were converted to shares) and subscriptions for new shares. These funds are
being utilised to fund the expansion of the Company's business, principally in
terms of the hiring of additional staff and marketing activities ahead of the
legislative changes in May 2026.
This investment has supported the continued growth in revenues and means that
we have been able to strengthen our balance sheet and plan strategically with
increased confidence.
I am delighted that our efforts are being widely recognised across the private
rental sector, from our customers who have consistently rated the
professionalism of individual team members and our service levels, to our
being selected as the winner of the 'Best Professional Guarantor' award at the
ESTAS Awards 2025. The expansion of our partnership network has included
partnership agreements with branches of Winkworth and Jones Lang LaSalle, both
major players in the sector.
At the end of the year, our cash reserves stood at £2,052,000 (2024:
£272,000).
The loss per share increased from 0.59 pence to 1.26 (as adjusted for the
share sub-division made in June 2025).
Summary and Outlook
The last year has been one of great change both in terms of the Company's move
to AIM and also the passing of the Renters Rights Act. Our move to AIM
reflects our desire to develop the scale of our operations in the years to
come. Combined with a talented and growing team and partner network, I am
optimistic that the Company's activities can continue to grow and develop
strongly.
The first two months of 2026 are showing further growth in revenues, and we
have recently announced a two-year strategic partnership with the National
Residential Landlords Association (NRLA), a collaboration which will involve a
co-supported education and training program focused on helping landlords
manage risk and protect rental income amidst proposed changes from the
Renters' Rights Act. The NRLA will also promote RentGuarantor's services to
its membership, building on an existing "Recognised Supplier" relationship.
This has only been achieved through the commitment, hard work and enthusiasm
of all our staff and I would like to thank them for their continued support. I
would also like to thank our advisers, whose support and guidance has been
instrumental in helping us implement our move to AIM.
The first set of major changes under the Renters' Rights Act is set to take
effect on 1 May 2026. From this date, core reforms such as the abolition of
Section 21 "no-fault" evictions and the replacement of fixed-term assured
shorthold tenancies with periodic tenancies will begin. Other early changes
like limits on rent in advance, bans on bidding wars, and new
anti-discrimination rules will also start. Further rounds of reforms - such as
the new private rented sector database and ombudsman - are expected to follow
later in 2026 after the May rollout.
We believe this reform of the private rental sector will be positive for
RentGuarantor and we consider that our achievements in 2025 mean we are very
well positioned to benefit from the changes that will impact both tenants and
landlords.
In my report on the interim results, I highlighted that we were able to make a
charitable donation to a cause that is extremely important to everyone at
RentGuarantor - Furnishing Futures, a charity that fully furnishes homes for
families moving into empty housing after fleeing domestic abuse. I am pleased
to say that we then followed up at Christmas with a larger donation which
directly funded three emergency housing requests for families in crisis
(including fulfilling the Christmas lists of the children in these three
families) as well as shopping vouchers to provide Christmas dinner for all the
families Furnishing Futures supports. Our plans for the coming year are to
strengthen this relationship; our team are supporting a charity cycle ride
from London to Paris later this year and we have arranged a significant
fund-raising opportunity through our headline sponsorship of the 2026 Property
Week Resi Awards, where Furnishing Futures will be the official event
charity.
We are continuing to invest across the team and are highly focused on
delivering our growth plans. The impending changes in legislation will impact
everyone in the industry and we are optimistic about our ability to deliver
the opportunities these will bring.
I look forward to providing further updates as the year progresses.
Graham Duncan
Non-Executive Chairman
04 March 2026
STRATEGIC REPORT - EXECUTIVE DIRECTORS' STATEMENT
Financial & Operational Highlights
Growth YoY 2025 2024
Revenue 87% £2,387k £1,274k
Tenant contracts 85% 3,123 1,687
Average contract price 1.2% £764 £755
Arrears claims % of revenue 36% 5.48% 4.03%
· Council Partners 14 in 2025 (2024: 10)
· Partnership Agreements with letting agents 323 (2024: 165)
· Industry events attended in 2025 was 29 (2024: 34)
The Rental Market
The Renters' Rights Act 2025 represents the most substantial overhaul of the
private rented sector (PRS) since the Housing Act 1988. Originally presented
to Parliament on 11 September 2024 as the Renters' Rights Bill and receiving
Royal Assent in October 2025, the legislation brings far-reaching changes for
landlords, tenants, and letting agents. Although the Act is expected to raise
standards across the private rented sector, its implementation may also bring
some unintended challenges as the changes take effect.
Although change is unavoidable, this legislation increases financial exposure
for landlords and letting agents, leaving them at greater risk of penalties
and enforcement action if they fail to comply. However, landlords can reduce
this risk by making use of professional guarantor services and complementary
insurance products.
Two of the most significant reforms within the Act are:
1. The abolition of Section 21 notices.
2. The restriction on taking more than one month's rent in advance.
Both measures represent major shifts for landlords, creating a more uncertain
operating environment. With the removal of Section 21, landlords will no
longer be able to end tenancies using the "no-fault" route and will instead
need to rely solely on Section 8 grounds. While the legislation outlines a
legal framework for regaining possession - such as in cases involving rent
arrears, criminal activity, or other matters requiring court determination -
the process becomes more prescriptive and potentially more complex. At the
same time, tenants will have greater flexibility, including the ability to
surrender a tenancy with shorter notice, which may further shift the balance.
The prohibition on taking more than one month's rent in advance is another
significant change. This is likely to affect landlords letting to overseas
tenants without a UK credit history, those without a UK-based guarantor, or
applicants who do not meet standard referencing criteria and previously relied
on advance payments. Although intended as a tenant protection measure, this
provision may present practical challenges for both landlords and tenants.
Nevertheless, the government appears committed to its implementation.
Professional guarantor services such as RentGuarantor are therefore well
positioned to support both parties under the new framework. By acting as a
professional rent guarantor, they can help landlords safeguard rental income,
reduce the risk of arrears, and adapt confidently to the evolving regulatory
landscape.
The first phase is due to come into force on 1 May 2026. While the transition
may present obstacles, it also offers significant opportunities to make the
most of the new landscape. RentGuarantor has been preparing for this for some
time, and we feel that the opportunity that exists is substantial for our
business while at the same time offering security to both Landlord and Tenant.
Rob Rinder - Brand Ambassador Appointed
In August 2025 we announced our partnership with barrister, broadcaster and
author Rob Rinder MBE which has now been extended for a further year and Mr
Rinder will expand his role of brand ambassador to support the Company's
mission to drive consumer and landlord education surrounding the important
role of guarantors. With over 5.4 million households privately renting in the
UK - and rising - RentGuarantor anticipates that demand for its service will
expand, underpinned by the regulatory changes from the Renters' Rights Act,
due to commence implementation from 1 May 2026. Against the backdrop of this
market opportunity, the partnership with Rob Rinder will continue to form a
significant part of the Company's mission to further inform tenants about
professional guarantors as a potential solution to help them secure a rental
home, while also shining a spotlight on the benefits for landlords in a
changing lettings landscape.
Partnership with National Residential Landlord Association (NRLA)
We announced on 12 February 2026 that we have entered into a two-year
strategic partnership contract with the National Residential Landlords
Association (the "NRLA"), with effect from 11 February 2026. Under the terms
of the partnership, the NRLA and RentGuarantor will create a co-supported
education and training programme, aimed at helping landlords to manage risk
and protect their rental income in light of the significant sector-wide
changes proposed in the Renters' Rights Act. Additionally, the NRLA will
promote the RentGuarantor service to its membership of over 111,000 landlords.
The NRLA is the principal membership body and trade association for private
residential landlords in England and Wales, representing the interests of
landlords and providing guidance and resources. As an existing 'Recognised
Supplier' for the NRLA, RentGuarantor is amongst its approved service
providers. The strategic partnership builds on this existing relationship.
Licence agreement with mydeposits
RentGuarantor has signed a licence agreement with Tenancy Deposit Solutions
Limited, trading as mydeposits.
mydeposits is a government-authorised tenancy deposit protection scheme which
has been in operation since 2007, representing over 400,000 landlord members
and protecting more than £1.3 billion of tenant deposits across the UK
private rented sector. Landlords and letting agents who rent properties are
legally required to protect any tenancy deposits (also known as security
deposits) in a government authorised tenancy deposit scheme. mydeposits is one
of three authorised deposit protection schemes in the UK.
RentGuarantor plans to offer an enhanced service by making it possible to have
the rent deposit included in the rent guarantee service for the existing fee
charged to Tenants. Through this innovative model, RentGuarantor plans to
remove the need for a tenant to pay an upfront deposit.
This will simplify the renting processes for both landlord and tenant with
enhanced additional protection for both parties.
Future IT strategy
During February 2026 we launched a refreshed version of the company website
developed by Krow Group ("Krow"), part of Mission Plc (TMG.L). The upgrade
provides an improved user interface, offering stakeholders a more engaging and
accessible digital experience, whilst enabling potential customers to navigate
through the Company's service offering and obtain a quote with ease.
The investment into the new website further reinforces the Company's wider
marketing activities and brand strategy ahead of important industry changes.
The Company's technology strategy is led by its Non-Executive Director who has
oversight of RentGuarantor's Research and Innovation initiatives, Professor
Dave Cliff. Prof. Cliff is a Professor of Computer Science at the University
of Bristol, having previously worked at the Massachusetts Institute of
Technology in the Artificial Intelligence Laboratory, and as an Industrial
Researcher for Hewlett-Packard and Deutsche Bank.
RentGuarantor has developed AI-powered tools capable of reading and analysing
tenant documents. The first application of this technology is an Automated
Document Reader, allowing for less time to be spent on manual document
checking and more time is available for complex cases by the applications
team. The Company expects to commence the use of its Automated Document Reader
within its platform later this year.
The Company anticipates that by expanding AI capabilities, it will be able to
process decisions on applications for its guarantor service to an 'accept' or
'refer' decision point on average in approximately one minute, would
illustratively have the potential to increase its capacity for processing
tenant documents to approximately 100,000 contracts per year by 2029. The
expected deployment of AI infrastructure throughout the business is ultimately
expected to help increase capacity by delivering a significantly scaled
processing volume, without the need for the operational headcount to grow
proportionally.
Personnel
The staff numbers within the RentGuarantor Group of companies continue to grow
in 2025 to meet demand, with a total of 24 employees at end of 2025 (2024: 19
employees).
This included roles in Compliance & HR support, a Data Analyst, a
Financial Accountant and additional Sales Team roles. The operations team also
expanded to meet the demands for the uptake in applications during 2025.
Strengthening of Advisor Group
The board of RentGuarantor appointed Allenby Capital as Aquis corporate
adviser on 28 February 2025, becoming nominated adviser and broker with the
move to AIM in August 2025.
KKA Advisory was appointed as Investor Relation Consultants in January 2026 to
assist with our investor relations messaging.
Environmental, Social, and Governance
A core tenet of the RentGuarantor way of working is ensuring that all the team
have input into the decisions that we make about the world around us. This has
been even more important since our admission to AIM in August 2025 and there
are three areas in which our team contribute:
Everyone deserves a decent home
We have always felt strongly that we are democratising the rental process;
finding ways to level the playing field when landlords consider prospective
tenants and helping people find a new home that they could have felt was out
of reach simply due to the lack of a guarantor.
With this in mind, we have developed a support programme for the Furnishing
Futures charity, furnishing and decorating homes provided to women and
children fleeing domestic abuse. Often these homes are supplied by social
housing providers without the basics of flooring, furniture or household
appliances. This can create a dangerous situation where parents feel that they
have no choice but to return to their abusers in order to provide basic
accommodation for their children.
In addition to targeted donations to house and feed families for Christmas,
the RentGuarantor team is raising money through a London to Paris cycle ride
later this year. Furnishing Futures will also be the official charity of the
2026 Property Week Resi Awards where RentGuarantor is the headline sponsor.
Making tech count
As the business progresses in its delivery of digital solutions, it is only
right that we support the technology arena for the next generation. With this
in mind, we have created a plan to support the Code your Future charity
initiative, where our development team supports people from disadvantaged
backgrounds to become developers through giving time to coding education -
backed up by funding from the business for ongoing requirements such as
laptops and travel bursaries.
Protecting the world around us
We sought suggestions from our team as to worthwhile initiatives in the
natural world that they could support and have selected the area of shark
conservation as an area that many have disregarded but is, in fact, vital to
the future of our oceans. With a key team member already dedicating much of
their free time to this work, we felt it was a natural step to work more
closely with the conservation sector.
We have identified that there is a funding gap for marine biology students
when looking to undertake field trips and will be working with our university
customer cohort to provide bursaries for students seeking to study shark
conservation across the world.
Minimising our impact on the environment continues to be a company focus, and
this includes ensuring our carbon footprint remains low, by keeping business
travel to a minimum and using online video platforms to conduct meetings where
practical. Likewise, our staff all work from home which eliminates commuting
emissions associated with daily driving.
Staff
RentGuarantor is committed to maintaining a fair and inclusive workplace,
upholding a non-discriminatory, equal opportunities employment policy in line
with UK employment law. We value diversity and encourage open communication at
all levels of the organisation.
We also prioritise the health, safety, and well-being of our employees by
implementing best practices and adhering to relevant UK health and safety
regulations to ensure a safe and supportive working environment.
Equal Opportunity
The Company is committed to fostering a workplace that promotes equality,
diversity, and inclusion. We provide equal employment opportunities regardless
of ethnicity, gender, or any other protected characteristic under UK law.
We recognise that our employees are a valuable asset and play a key role in
our success. Therefore, we actively encourage employee engagement and
participation wherever practical to create an inclusive and supportive working
environment.
On 31 December 2025 we had 19 staff across all the disciplines of the
business. We intend to increase the staff count progressively, building
capacity for expansion of the business during 2026 and beyond.
I would like to take this opportunity to thank all the staff for their hard
work during the year and I look forward to implementing our business plan with
vigour and commitment.
Gender Analysis
A split of all directors, senior managers, and staff is detailed in the
following table
Male Female
Directors 4 1
Senior Managers 2 0
Staff 3 14
The Board recognises the need to operate a gender diverse business and will
ensure this is reviewed during 2026. The Board will also ensure any future
employment considers the necessary diversity requirements and compliance with
all employment law. The Board is satisfied that it has the experience and
sufficient training and qualifications to operate this business at this stage
of its development.
Principal Risks and Uncertainties
The Directors consider the principal risks and uncertainties facing the
Company and a summary of the key measures taken to mitigate those risks are as
follows:
Financial risks
The key financial risk is that of funding the continued development of the
business with the current cash reserves whilst protecting shareholder value.
The Board manages this risk by maintaining close oversight of the cash
position to enable it to take action, as necessary. During the year, the
Company raised funds from shareholders by way of the issue of additional loan
notes and subscriptions for new ordinary shares. As a result of these
actions together with continued revenue growth, the Board believes that this
risk level is lower than at the same time last year.
Strategic and commercial risks
The success of the Company's business strategy continues to be dependent on
growing the customer base, developing its technology and strategic
partnerships. To mitigate these risks, the Company has continued to develop
its technology, enhance its marketing capabilities and signed strategic
partner initiatives.
Operational risks
The key risk to the Group's ability to deliver its products is ineffective
succession planning and failure to retain skills. The Group operates in very
competitive markets and the skills that its employees possess are attractive
to other employers. Not having the right people and skills could negatively
impact the Group's ability to service its customers and grow the business. It
is important that the Group maintains high levels of employee engagement to
ensure that it can retain and attract the best talent. Employee engagement
is monitored to identify issues and, where necessary, take restorative
action.
To support the retention of staff, the board has agreed, subject to
shareholder approval, to set up a share option scheme and to implement a
performance bonus scheme.
Another key operational risk is non-supply by a major supplier. Some of the
Group's technical infrastructure and software is sourced from third-party
suppliers and partners. The removal from the market of one or more of these
third-party suppliers or interruption in supply could quickly and adversely
affect the Group's operations and result in the loss of revenue or additional
expenditure. To mitigate this risk, the Group's business development and
management teams work strategically to prevent over reliance on any one key
supplier. Suppliers are carefully selected to minimise risk of supplier
failure or insolvency, and the Group ensures that team members are aware of
supplier requirements or restrictions to minimise the risk of loss of a
supplier due to a breach of contractual obligations. In addition, the Group
seeks to form business partnerships to enhance its offerings but also help to
ensure its 'production capability.'
Current Economic Outlook
The current economic climate in the UK, combined with the Renters' Reform Act,
presents a significant growth opportunity for RentGuarantor to scale its
operations and establish itself as the leading provider in its sector. There
has never been a more critical time for both landlords and tenants to protect
their positions with a reliable rent guarantee solution. Landlords cannot
afford sustained rental losses, and tenants benefit from avoiding the added
stress and risk of potential possession proceedings. We are committed to
working alongside the industry to deliver reassurance and financial security
to those who need it most.
With rental property likely to remain in limited supply, upward pressure on
rents is expected to continue. At the same time, the private rental sector is
undergoing substantial legal and digital transformation. RentGuarantor is well
resourced, strategically positioned, and equipped with the expertise to
capitalise on this shift and secure a valuable first-mover advantage.
Companies Act S.172
The Directors acknowledge their duty under s.172 of the Companies Act 2006 and
consider that they have, both individually and together, acted in the way
that, in good faith, would be most likely to promote the success of the
Company for the benefit of its members. In doing so, they have had regard
(amongst other matters) to:
The likely consequences of any decisions in the long-term
In making its decisions, the Board considers its priority of making the Group
profitable alongside the interests of our staff and the need to keep pace with
market initiatives and technological changes, so the business is
appropriately positioned to take best advantage of market conditions and
remain viable for the long-term.
Engagement with employees
The Group's policy is to consult and engage with employees, by way of meetings
and through personal contact by Executive Directors and other senior
executives, on matters likely to affect employees' interests. Information on
matters of concern to employees is given in meetings, handouts, letters, and
reports, which seek to achieve a common awareness on the part of all employees
on the financial and economic factors affecting the Group's performance. We
maintain oversight of their performance through a development review process.
We value our employees' thoughts and ideas, and two-way communication is
actively sought and encouraged.
Business relationships with customers, suppliers, and others
Our customers, suppliers and business partners are key to the long-term
success of our business. We seek to maintain and grow our relationships with
all parties through regular dialogue as a means of enhancing our reputation
and to help us achieve our growth ambitions. We set out our relationship with
our business partners in terms of business or service level agreements. We
maintain oversight of these arrangements as well as making sure our customers
receive appropriate levels of feedback.
The impact of the Company's operations on the community and environment
The Company seeks to be a responsible member of its community and take its
environmental impact into account.
The desirability of the Company maintaining a reputation for high standards of
business conduct
We communicate with shareholders through financial results on a yearly and
half-yearly basis. We also provide the required press releases to ensure
compliance with the London Stock Exchange's Alternative Investment Market
rules.
Paul Foy
Director
04 March 2026
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and financial statements for the year ended
31 December 2025.
Principal activities
The principal activity of the Group is the provision of an online platform
offering rent guarantor services to the property rental sector in the United
Kingdom.
Key Performance Indicators
The Group uses some strategic key performance indicators ("KPIs") to measure
our financial and non-financial performance. The KPIs, to be utilised from
2025, are linked to our strategic objectives to help assist in the measure of
business performance.
The most important KPI in 2025 has been the level of revenue and the related
cash generated within the business. Other measures are considered by
management to be some of the most important in evaluating the overall
performance of the Group year on year:
1. Number of guarantee contracts sold.
2. Average value of guarantee contracts sold.
3. Commercial agreements entered with key market agencies.
Research and Development
R & D policy can be found with reference to Note 2.11
Other Non-Financial Information
The Board acknowledges that a strong business relationship with current and
future service providers and future customers is a vital part of the growth.
We value the feedback we receive from our stakeholders, and we take every
opportunity to ensure that where possible their wishes are duly considered.
Policies and procedures have been established for strong corporate governance
including anti-corruption and anti-bribery matters.
Results and dividends
The results for the year are set out on page 30. No dividend is proposed for
the year (2024: nil)
Outlook and future developments
RentGuarantor continues to develop its range of partnerships, products and
services in order to support the future growth of the Group. This now includes
the recent two-year strategic partnership contract with the National
Residential Landlords Association, the licence agreement with Tenancy Deposit
Solutions Limited, trading as mydeposits which will allow the Group to launch
an enhanced service by making it possible to have the fee for a rent deposit
service included in the rent guarantee service for the existing fee charged to
Tenants, and the development of AI-powered tools capable of automatically
reading and analysing tenant documents.
RentGuarantor continues to deliver strong scalable growth, with revenue
consistently gaining momentum during 2025 and during the first two months of
2026. The current economic environment in the UK and the first set of major
changes under the Renters' Rights Act 2025 coming into effect in May 2026,
represent significant opportunities for the continued scaling of the
RentGuarantor business, including the potential for the Company to become the
dominant player in our space.
Over the past year the Company has invested in an upgrade of its technology
having launched a new version of the RentGuarantor website platform, in
February 2026, which will include an open-source API, to allow faster digital
connections with the players in the rental market in the UK (reference
companies, software providers and large letting agents). It also has developed
AI-powered tools capable of automatically reading and analysing tenant
documents, which will help increase revenue capacity by delivering a
significantly scaled processing volume without the need for the operations
headcount to grow proportionally.
Going concern
The financial statements are required to be prepared on the going concern
basis unless it is inappropriate to do so.
The Group incurred losses of £1,565,373, being £1,006,169 excluding
exceptional AIM Admission expenses of £559,204 (2024: £693,362) on
continuing operations and experienced net cash flows from operating activities
of £1,983,683 (2024: £229,979). The Group's cash balances at 31 December
2025 were £2,051,622 (2024: £272,038).
The Group meets its day-to-day working capital requirements through its
revenue and funds raised from the issuance of Convertible Loan Notes,
Subscriptions of new ordinary shares as well as loans made to the Company.
More recently, the Company raised £3,560,232 through the subscription of
shares, the proceeds of which will be used for working capital purposes as
well as supporting the Group's strategic growth plans.
Following these subscriptions for shares, the Group's cash position gives it
sufficient headroom to execute its business plans. This has enabled the
financial statements to be prepared on a going concern basis.
The Directors have prepared forecasts and projections and have specifically
performed a detailed review of those forecasts for the period to December
2027. These reflect the expected trading performance of the Group on the basis
of best estimates of management using current knowledge and expectations of
trading performance. These forecasts and projections have also been stress
tested to consider what the Directors believe to be a 'plausible worst-case
scenario'.
The Directors report that they have re-assessed the principal risks, reviewed
current performance and forecasts, combined with expenditure commitments,
including capital expenditure. The Directors believe that the biggest issue
that could give rise to significant doubt over the Group's ability to continue
as a going concern is if it run out of cash reserves. It is for this reason
that the Directors raised £3,560,232 through the subscription of shares
during 2025. The Directors will, if required, continue to work towards
raising further capital in order to be able to undertake its strategy with
strong cash reserves should it be required. Additionally, the Group's
forecasts for a period of at least 21 months from the date of signing of these
financial statements demonstrate it will have sufficient cash reserves to
enable it to meet its obligations as they fall due and should there be an
instance where there were a working capital gap, the CEO has committed to
funding that working capital gap. With the continued raising of capital, the
forecasts, together with the assurance, the Directors believe will be
sufficient such that a material uncertainty does not exist. Accordingly, the
Directors consider the Group to be a going concern.
Directors
The following directors have held office during the year, or post year end:
Graham Duncan
Paul Foy
Kieron Becerra
Emma Foy
David Cliff
Directors' interests in shares
At the date of this report the directors held the following beneficial
interest in the ordinary share capital of the Group:
2025 2024
Graham Duncan 633,333 500,000
Paul Foy (including shares held through Southpaw Limited and Ruvso Holdings 43,603,110 46,641,750
Limited)
Kieron Becerra 2,100,000 2,000,000
Emma Foy 10,000 10,000
David Cliff 225,555 110,000
Substantial shareholders
At the date of this report this individual held at least 5% beneficial
interest in the
ordinary share capital of the Group: 2025 2024
Paul Ian Victor (5.21%) 7,561,808 7,500,000
Directors' remuneration for the year ended 31 December 2025 2025 2024
Graham Duncan £ 26,500 £ 26,125
Paul Foy £159,500 £156,750
Kieron Becerra* £ 47,204 £ 31,350
Emma Foy £ 74,700 £ 73,150
David Cliff £ 37,177 -
*Kieron Becerra also received £1,375 in respect of pension contributions
towards an approved Personal Pension Plan.
All remuneration comprises fees and salaries and no other post-employment,
long-term or termination benefits. The directors did not receive any other
emoluments, compensation or cash or non-cash benefits other than as disclosed
above. The directors of RentGuarantor Holdings PLC do not hold share options
or participate in other long term incentive plans and did not receive share
options nor any bonuses on Group results as at 31 December 2025.
Financial risk and management of capital
The major financial risks to which the Group is exposed to and the controls in
place to minimise those risks are disclosed in Note 24 to the financial
statements.
A description of how the Group manages its capital is also disclosed in Note
24.
Financial instruments
The Group has not entered into any financial instruments to hedge against
interest rate or exchange rate risk.
Statement of disclosure to auditors
Each person who is a director at the date of approval of this Annual Report
confirms that:
- So far as the directors are aware, there is no relevant audit
information of which the Group's auditors are unaware; and
- Each director has taken all the steps that he ought to have taken as
director in order to make himself aware of any relevant audit information and
to establish that the Group's auditors are aware of that information.
Auditors
HaysMac LLP resigned and RPG Crouch Chapman LLP were appointed on 21 November
2025 as auditors to the Company and in accordance with section 485 of the
Companies Act 2006, a resolution proposing that they be re-appointed will be
put at the Annual General Meeting.
By order of the Board
Paul Foy
CEO
04 March 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors' Report and the
Group and parent Company financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare Group and parent financial
statements for each financial year. Under that law the directors have elected
to prepare the financial statements in accordance with UK Adopted
International Accounting Standards (IFRS). 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 Company and
of the profit or loss of the Group for that year. In preparing these financial
statements, the directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and accounting estimates that are reasonable and
prudent;
- state whether they have been prepared in accordance with IFRS as
adopted by the UK; and
- prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and Company will continue in
business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
Group. They are also responsible for safeguarding the assets of the Company
and the Group hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Information published on the website is accessible in many countries and
legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
On behalf of the board
Paul Foy
CEO
04 March 2026
CORPORATE GOVERNANCE
This report to Shareholders sets out RentGuarantor's approach to corporate
governance.
The Board believes that good corporate governance, actively applied, promotes,
inter-alia, accountability, integrity, clear communication, a
performance-based culture and a clear understanding of roles and
responsibilities. These features of the Company's culture underpin the
execution of the Company's strategy and therefore the long-term success of the
Company.
The Board is committed to achieving and maintaining high standards of
corporate governance and, so far as is practicable given the Company's size
and nature, aims to comply with the QCA Code 2023 ("The QCA Code"). The QCA
Code identifies ten principles that enable companies to deliver growth in
long-term shareholder value by maintaining a flexible, efficient, and
effective management framework within an entrepreneurial environment.
Audit and risk management issues are addressed by separate committees,
including audit and risk and remuneration committees and the company intends
to develop further policies and procedures, which reflect the principles of
good governance.
The Company has adopted a share dealing code for dealings in securities of the
Company by the Directors and Persons Discharging Managerial Responsibility
which is appropriate for a company whose shares are traded on AIM.
The Company has implemented an anti-bribery and corruption policy and also
implemented appropriate procedures to ensure that the Board, employees and
consultants comply with the UK Bribery Act 2010.
The Directors have established financial controls and reporting procedures,
which are considered appropriate given the size of and structure of the
Company. These controls will be reviewed if the Group performs a material
investment or acquisition and adjusted accordingly.
The Board is aware that certain of the Company's practices differ, or have
differed, from the recommendations of the QCA Code in relation to:
- Principle 3: At present, the Board does not publish quantitative
or qualitative reporting of the Company's environmental and social matters in
relation to meeting investors' needs and expectations, as these have not been
areas of significance raised by the Company's shareholders to date, although
the Company will consider the need for this going forward should shareholders
expect this.
- Principle 4: At present, the Board does not use Key Performance
Indicators (KPIs) or defined forward-looking targets for tracking performance
on environmental and social issues that the Board considers material to the
Group, as these have not been areas of significance raised by the Company's
shareholders or other stakeholders to date, although the Company will consider
the need for this going forward should shareholders expect this.
- Principle 6: The composition of the Board satisfies the QCA Code
requirement that there should be at least two Non-Executive Directors whom the
board considers to be independent, although these independent Non-Executive
Directors do not comprise at least half of the board. The Directors consider
that the current structure of the Board is appropriate for the Company in its
current stage of development and will keep Board independence under review.
- Principle 6: The Company proposes to depart from certain aspects
of the guidelines set out in the QCA Code, in that Non-Executive Directors may
in the future be granted share options. However, options granted to Directors
and Non-Executive Directors may not be subject to performance criteria. In the
event that performance-related remuneration for Non-Executive Directors is
introduced, the Company intends to consult with its Significant Shareholders
in advance in order to assess their support.
- Principle 7: Maintain governance structures and ensure that
individually and collectively the Directors have the necessary up-to-date
experience, skills, capabilities and processes that are fit for purpose and
support good decision-making by the Board. The Company's Audit and Risk,
Remuneration and Disclosure Committees were established as part of the process
of preparation for the Admission of the Company's Ordinary Shares to trading
on AIM, as previously the Company did not have dedicated Committees that
considered Audit, Remuneration and Disclosure, and instead all material
matters were discussed at Board level.
- Principle 8: Evaluate Board performance based on clear and
relevant objectives, seeking continuous improvement. Given the limited size
and complexity of the Company, the Board has not historically had a formal
performance evaluation procedure in place, as described and recommended in
Principle 8 of the QCA Code. The Board implemented a formal board evaluation
process from Admission to AIM which will be closely monitored as the Company's
size and complexity grows. Further details can be found below.
More information on each of the members of the Board is provided below,
including their relevant experience, skills and personal qualities. During the
year ended 31 December 2025, during the process of preparation for the
Admission of the Company's Ordinary Shares to trading on AIM, a number of
Board Committees were established, and the governance arrangements and
Financial Position and Prospect Procedures Memorandum of the Company were
reviewed by the Company and its professional advisers. Going forward, the
Board intends to evolve its governance arrangements and practices in response
to the growth in the Group; developments in regulatory requirements/standards;
shareholder expectations; and updates to good/best practice guidance.
It is the Chairman's role to lead the Board effectively and to oversee the
adoption, delivery, and communication of the Group's business and corporate
governance model. The Board is committed to acting in a socially sustainable
manner with high levels of governance in all that the Company does as the
Board believes that this helps promote the Group's business to drive value for
Shareholders over the long term.
The Directors are responsible for the leadership, operation, control and
management of the Company along with delivering the long-term success of the
Company. The Directors, who are in regular communication, have a range of
skills and experience, including industry specific matters as well as
financial and capital markets experience. The Directors are responsible for
the setting of the Company's strategy, determining policies and values and
establishing and maintaining the Company's systems of internal control.
Full details of how RentGuarantor complies with the QCA Code are available on
the Governance section of the Company's AIM Rule 26 website at
https://investorhub.rentguarantor.com/governance
(https://investorhub.rentguarantor.com/governance)
Composition
The RentGuarantor Board comprises three Executive Directors and one
Non-Executive Director and a Non-Executive Chairman. The composition of the
Board is designed to provide an appropriate balance of executive and
non-executive experience and skills and will be reviewed regularly. The Board
meets in a formal manner on a bi-monthly basis at the principal business
office in Gibraltar or by conference call and elsewhere, with additional
meetings held as required.
Division of responsibilities
The Executive Directors are collectively responsible for promoting the success
of RentGuarantor. However, their respective roles are strictly delineated. The
Executive Directors have direct responsibility for the business operations of
the Group, with the Chairman primarily responsible for the effective running
of the Board. The Chief Executive Officer's primary role is to provide the
overall management and leadership of the Group, and the Chief Financial
Officer's primary role is the overall financial management of the Company. The
Chief Operating Officer's primary role is the overall operational management
of the Company.
It is the responsibility of the Chief Executive Officer, Chief Financial
Officer, and Chief Operating Officer to ensure that the Directors receive all
of the information necessary for the effective performance of their duties. In
the furtherance of their duties, the Directors have access to the advice and
service of the Company Secretary and are permitted to take independent
professional advice, where necessary, and to undertake any training considered
appropriate, both at the Company's expense. In addition, there are a number of
matters reserved for the main Board.
The role of the non-executive Directors is to understand the Group in its
entirety and constructively challenge strategy and management performance, set
executive remuneration levels and ensure an appropriate succession planning
strategy is in place.
The Board regularly reviews the composition of the Board to ensure it has the
necessary skills to support the development of the business
Executive Directors of the Company are required to work such hours as are
required to fulfil their obligations to the Company and have service contracts
whereby either party may terminate the appointment upon 3 months' written
notice.
The Non-Executive Chairman and Non-Executive Director have a service agreement
whereby either party may terminate the appointment upon 3 months' written
notice.
All Directors are required to be available to attend Board meetings and to
deal with both regular and ad hoc matters. Their letters of appointment
provide no indicative time commitment, but they are required to devote
sufficient time as may reasonably be necessary for the proper performance of
their duties.
The Board is satisfied that it has a suitable balance between independence and
knowledge of the business to allow it to discharge its duties and
responsibilities effectively. The Board receives monthly reports and updates
from the management team through monthly operational and financial reports.
The Company has adopted a share dealing code for dealings in securities of the
Company by the Directors and Persons Discharging Managerial Responsibility
which is appropriate for a company whose shares are traded on the AIM
Market. This constitutes the Company's share dealing policy for the purpose of
compliance with UK Legislation including the Market Abuse Regulation and AIM
Rules. It should be noted that the insider dealing legislation set out in the
UK Criminal Justice Act 1993, as well as provisions relating to market abuse,
also apply to the Company and dealings in Ordinary Shares.
The Company has also implemented an anti-bribery and corruption policy and
also implemented appropriate procedures to ensure that the Board, employees,
and consultants comply with the UK Bribery Act 2010. The Directors have
established financial controls and reporting procedures, which are considered
appropriate given the size of and structure of the Company. These controls
will be reviewed in the light of an investment or acquisition and adjusted
accordingly.
Board of Directors
Paul Foy - Chief Executive Officer
Paul is the CEO and founder of RentGuarantor Holdings PLC. Paul's background
is in property investment in Ireland, UK, and Europe. He has been a property
investor since 1984 and is familiar with all the issues arising for both
landlords and tenants in the UK where he holds a private rental portfolio. A
key strength developed over nearly 40 years is achieving his goal and finding
niche strategies for adding value upon exit. He has extensive knowledge of the
retail market where he owned several convenience stores in the 1980s &
1990s, so customer focused needs and solutions are always to the fore.
RentGuarantor.com has been developed by Paul and his team to address renting
in the modern era.
Unlike other property portals who have a subscription-based model with estate
agents, Paul has a vision
for RentGuarantor as being the premier online place to go for landlords and
tenants. RentGuarantor continues to innovate under Paul's leadership and his
extensive network of contacts within the industry.
Graham Duncan - Non-Executive Chairman
Graham is a chartered accountant with more than 20 years' capital markets
experience. He also holds the Corporate Finance Diploma issued by the
Institute of Chartered Accountants in England and Wales. He specialises in
advising public and private companies in respect of financial reporting,
transaction support and regulatory compliance. Since 2013, Graham has run a
consultancy business providing advice to growing private and public companies
in the UK and internationally. Prior to this, Graham was a capital markets
director with Mazars LLP in London. He previously worked for an international
firm of chartered accountants in Asia and was based in Hong Kong between 1993
and 1996.
Emma Foy - Chief Operating Officer
Emma has a Bachelor of Business degree with a specialism in marketing and
operations and over a decade of experience across several industries, both in
corporate and start-up environments. Starting out in the hospitality industry,
Emma gained hands-on operational experience with international hotel operators
including the Conrad & Hilton Group in Ireland before moving into the
online gaming world with Stan James PLC where she spent five years combining a
passion for digital marketing with customer-focused event management. Emma has
been in the property sector with Ezylet and RentGuarantor since 2013, running
day-to-day operations from their company's Gibraltar base.
Kieron Becerra - Chief Financial Officer
Kieron is a Fellow Chartered Certified Accountant and finance executive with
over 26 years of experience. He has a wide knowledge base having held senior
positions in public practice, online gaming, funds, legal, a London AIM listed
multi-national oil and gas service group, and most recently in the water
utility industry. These have afforded him a strong technical, commercial,
strategic and financial reporting background, which together with his
experience has meant that over the years he has also been engaged as a
consultant, including by various start-ups.
Dave Cliff - Non-Executive Director
Dave Cliff is a Professor of Computer Science at the University of Bristol
where he leads a team of researchers working on use of Artificial Intelligence
and Machine Learning in various areas of financial services and fintech, and
where he founded and runs the University's MSc degree programme in Data
Science. He has previously held professorships at The University of
Southampton (UK) and at the MIT Artificial Intelligence Lab (USA), has
previously worked for Hewlett-Packard Laboratories as a Research Scientist and
for Deutsche Bank as a FX Trader/Director; and has served as an independent
consultant/advisor to various UK Government departments, and to the UK
Financial Conduct Authority.
Board support, meeting management and attendance
The Board and its Committees meet regularly on pre-scheduled dates and on an
ad-hoc basis as needed. In leading and controlling the Company, the Directors
are expected to attend all meetings, and their attendance for the financial
year 2025 is shown on page 18. The Company Secretary plays a vital role in
ensuring good governance and assisting the Chairman.
Procedures are in place for distributing meeting agendas and reports to
receive them in good time, with the appropriate information. Ahead of each
Board meeting, the Directors each receive reports which include updates on
strategy, finance (including management accounts), operations, commercial
activities, business development, technology, people, and legal and regulatory
matters. The Directors are encouraged to maintain and develop their skills and
keep up to date on regulatory changes relevant to the performance of their
roles and may have access to independent professional advice at the Company's
expense, where needed. All Executive Directors' work on a full-time basis.
Non-Executive Directors' time commitment will vary depending on the demands of
the Company, but they are expected to commit at least two days per month on
average.
Board Committees
The Company has established an Audit and Risk Committee, a Remuneration
Committee and a Disclosure Committee, each with formally delegated duties and
responsibilities and with written terms of reference. The full Board covers
the activities normally performed by a Nomination Committee.
Audit and Risk Committee
The Audit and Risk Committee comprises two Non-Executive Directors, Graham
Duncan as chair of the committee and Dave Cliff together with the COO Emma Foy
and Amanda Bower, Business Compliance Manager. The Board is satisfied that the
Committee members have recent and relevant experience. The Audit and Risk
Committee meet as often as required, and at least twice a year.
A separate Audit and Risk Committee Report is included on pages 22.
The Committee's main functions include, among other things, reviewing the
effectiveness of internal control systems and risk assessments; considering
the need for an internal audit function; making recommendations to the Board
about the appointment of the Company's auditors; determining in consultation
with the Board as a whole the auditor's remuneration; and monitoring and
reviewing the auditor's independence, objectivity, effectiveness and
qualifications annually.
In addition, it monitors the integrity of the Company's financial statements,
including its annual and interim reports, financial results announcements and
any other financial information provided to Shareholders. The Audit and Risk
Committee is responsible for overseeing the Company's relationship with the
external auditors as a whole and also considers the nature, scope and results
of the auditors' work and reviews, and develops, recommends to the Board and
implements policies on the supply of non-audit services that are to be
provided by the external auditors.
The Audit and Risk Committee further focuses on compliance with legal
requirements, accounting standards and the relevant provisions of the AIM
Rules for Companies, ensuring that an effective system of internal financial
and non-financial controls is maintained. The ultimate responsibility for
reviewing and approving the annual report and accounts remains with the Board.
The membership of the Audit and Risk Committee and its terms of reference will
be reviewed on an annual basis. The terms of reference of the Audit and Risk
Committee are available on the Company's website.
Remuneration Committee
The Remuneration Committee comprises Graham Duncan as chair of the Committee
and Dave Cliff.
The Remuneration Committee's main functions include, among other things,
determining and agreeing with the Board on the framework or broad policy for
the remuneration of the Company's Chairman and Executive Directors; approving
the design of and determining targets for any performance-related pay schemes
operated by the Company and approving the total annual payments made under
such schemes; reviewing the design of all share incentive plans for approval
by the Board and Shareholders together with determining each year whether
awards will be made and, if so, the overall amount of such awards, the
individual awards to Executive Directors, and other senior executives and the
performance targets to be used; and determining the total individual
remuneration package of the chairman, each Executive Director, and other
senior executives, including bonuses, incentive payments and share options or
other share awards. The terms of reference of the Remuneration Committee are
available on the Company's website.
The Report of the Remuneration Committee is included on page 23. At the 2026
Annual General Meeting, the 2025 Report of the Remuneration Committee will be
put to an advisory shareholders' vote, in compliance with Principle 9 of the
QCA Code.
Disclosure Committee
The Disclosure Committee was formally established with its Terms of Reference
adopted by a resolution of the Board on 17 July 2025.
The Disclosure Committee is constituted by the board of Directors of the
Company with the purpose of overseeing the implementation of the governance
and procedures associated with the assessment, control and disclosure of
inside information in relation to the Company.
The Committee shall comprise at least three Directors of the Company
(including an independent Non-Executive Director) and will be reviewed on a
periodic basis. Graham Duncan was appointed as the first Chairman and the
initial members of the Committee are Paul Foy, Emma Foy and Amanda Bower (the
Company's Compliance Officer). Only members of the Committee have the right to
attend Committee meetings. Non-members may be invited to attend all or part of
any meeting, as and when appropriate and necessary.
The inaugural meeting of the Disclosure Committee. was held in December 2025
and therefore its performance will be monitored and reviewed on an ongoing
basis.
Attendance at meetings
All Committee and Board meetings held in the year were quorate. Board meetings
were held in the year, both in person and virtually. Attendance at Board
meetings during the year ended 31 December 2025 was as follows:
2025 Board meetings Paul Foy Graham Duncan Kieron Becerra Emma Foy David Cliff
Total 8 8 7 7 8 4
Evaluation of Board Performance and Development
As part of the annual review of the performance of the Board, the appropriate
size, composition and terms and conditions of appointment to and retirement
from the Board are considered. The level of remuneration for Non-Executive
Directors is considered with regards to practices of other public companies
and the aggregate amount of fees approved by shareholders. The Board also
reviews the appropriate criteria for Board membership collectively.
The Board has established through the Remuneration Committee formal processes
to review its own performance and the performance of individual directors and
the committees of the Board, annually.
Board
A process has been established to annually review and evaluate the performance
of the Board. The annual review will include consideration of the following
measures:
a) assessment of the performance of the Board over the previous twelve
months having regard to the corporate strategies, operating plans and the
annual budget;
b) review the Board's interaction with management;
c) identification of goals and objectives of the Board for the next year;
d) review the type and timing of information provided to the Directors;
and
e) identification of any necessary or desirable improvements to the Board
or Committees.
The method and scope of the performance evaluation will be set by the Board,
and which may include a Board self-assessment checklist to be completed by
each Director. The Board may also use an independent adviser to assist in the
review.
Committees
Similar procedures to those for the Board review are applied to evaluate the
performance of each of the Board Committees.
An assessment will be made of the performance of each Committee against each
of the areas identified where improvements can be made.
Non-Executive Directors
The Chairman will have primary responsibility for conducting performance
appraisals of Non-Executive Directors in conjunction with them, having regard
to:
(a) contribution to Board discussion and function;
(b) degree of independence including relevance of any conflicts
of interest;
(c) availability for and attendance at Board meetings and other
relevant events;
(d) contribution to Company strategy;
(e) membership of and contribution to any Board Committees; and
(f) suitability of Board structure and composition.
Where the Chairman, following a performance appraisal, considers that action
must be taken in relation to a Director's performance, the Chairman must
consult with the remainder of the Board regarding whether a Director should be
counselled to resign, not seek re-election, or in exceptional circumstances,
whether a resolution for the removal of a Director be put to shareholders.
Senior Executives
The Chairman is responsible for assessing the performance of the key
executives within the Company. This is to be performed through a formal
process involving a formal meeting with each senior executive. The basis of
evaluation of senior executives will be on agreed performance measures.
This policy is reviewed annually.
Board induction, training and development
When appointed, new Directors are provided with a full and tailored
introduction to the business and management of the Group. Throughout their
tenure, Directors are given access to the Group's operations and staff and
receive updates on relevant issues as appropriate, taking into account their
qualifications and experience. This allows the Directors to function
effectively with appropriate knowledge of the Group. The Board is satisfied
that each Director has sufficient time to devote to discharging his or her
responsibilities as a Director of the Company.
Re-election of Directors
The rules on appointment, re-appointment and retirement by rotation of
Directors are contained in the Articles. The Directors shall have power at any
time to appoint any person either to fill a casual vacancy or as an addition
to the Board but so that the total number of Directors shall not exceed any
maximum number fixed in accordance with the Articles. Subject to the
provisions of the Companies Act and of the Articles, any Director so appointed
shall retire from office at the next annual general meeting of the Company
following such appointment and will then be eligible for election during such
meeting and he shall not retire by rotation at such meeting or be taken into
account in determining the rotation of retirement of Directors at such
meeting. However, the Company has adopted the recommendation in the QCA Code
that Shareholders should be given the opportunity to vote annually on the
(re-) election of all individual Directors to the Board.
Stakeholder Engagement
The Company recognises the value of providing current and relevant information
to its shareholders. The CEO and Chairman have the primary responsibility for
communication with shareholders.
Information is communicated to shareholders through:
(a) disclosure by way of regulatory announcements by way of the RNS
service;
(b) periodic disclosure through the annual report, half year financial
report and periodic trading updates;
(c) notices of general meetings and explanatory material;
(d) the annual general meeting;
(e) periodic updates from the Chairman or CEO; and
(f) the Company's website and social media.
The Company is committed to the promotion of investor confidence by ensuring
that trading in the Company's securities takes place in an efficient,
competitive and informed market
No particular or significant challenges were experienced during the year.
Managing and Communication Risk and Implementing Internal Control
The Board is responsible for putting in place and communicating a sound system
to manage risk and implement necessary internal controls. As part of the
Company's Admission to AIM, the Company's Financial Position and Prospects
Procedures Memorandum was comprehensively updated. The systems are designed to
manage rather than eliminate the risk of the failure to achieve the Group's
strategic objectives and can only provide reasonable and not absolute
assurance against material misstatement or loss.
The Board monitors financial controls by setting and approving an annual
budget and regularly reviewing the monthly management accounts. Management
accounts contain a number of indicators that are designed to reduce the
possibility of misstatements in the financial statements.
Management determines the Company's risk profile and is responsible for
overseeing and approving risk management strategy and policies, internal
compliance and internal control. The Company's process of risk management and
internal compliance and control includes:
- establishing the Company's goals and objectives, and
implementing and monitoring strategies and policies to achieve these goals and
objectives;
- continuously identifying and reacting to risks that might impact
upon the achievement of the Company's goals and objectives, and monitoring the
environment for emerging factors and trends that affect these risks;
- formulating risk management strategies to manage identified
risks and designing and implementing appropriate risk management policies and
internal controls; and
- monitoring the performance of, and continuously improving the
effectiveness of, risk management systems and internal compliance and
controls, including an ongoing assessment of the effectiveness of risk
management and internal compliance and control.
Within the identified risk profile of the Company, comprehensive practices are
in place that are directed towards achieving the following objectives:
(a) effectiveness and efficiency in the use of the Company's
resources;
(b) compliance with applicable laws and regulations; and
(c) preparation of reliable published financial information.
The Board oversees an ongoing assessment of the effectiveness of risk
management and internal compliance and control.
The responsibility for undertaking and assessing risk management and internal
control effectiveness is delegated to management. Management is required by
the Board to report back on the efficiency and effectiveness of risk
management, inter alia, by benchmarking the Company's performance against
industry standards.
The risk profile of the Company contains both financial and non-financial
factors including material risks arising from pricing, competitive position,
operational efficiency and investment in technologies.
To mitigate these risks, the Company has in place a broad range of risk
management policies and procedures including specialised sales contracts,
competent management in all disciplines, a comprehensive management
information system, an experienced Board, regular Board meetings, financial
audits, rigorous appraisal of new investments and advisers familiar with the
Company.
Management is responsible for the ongoing management of risk with standing
instructions to appraise the Board of changing circumstances within the
Company and within the international business environment.
This policy is reviewed regularly and at least every two years.
Annual General Meeting
The Company's Annual General Meeting will take place on 9 April 2026, at 10:00
am at 99 Gresham Street, London, EC2V 7NG.
Audit Committee Report
The Audit Committee was established on 17 July 2025, and this is therefore the
first report of the Committee. The Audit Committee is comprised of two
Non-Executive Directors: Graham Duncan (Chairman) and Dave Cliff. Both
Committee members are considered by the Board to be independent directors of
the Company and to have appropriate skills and expertise to enable them to
carry out their roles effectively. They have a mix of knowledge and skills
gained through their experience in business, including public capital markets,
financial reporting and risk management. The Board agrees that at least one
member of the Committee should have recent and relevant financial experience,
and both members meet these requirements.
Only members of the Audit Committee have the right to attend Committee
meetings. The CEO, CFO and COO may also attend by invitation as appropriate.
The Committee has unrestricted access to the Group's external auditors, to
discuss the planning and conclusions of their work. The Committee meets at
least twice a year, scheduled according to the timing of the Company's
half-year and full-year results, with additional meetings held as required.
Activities during the year
The Committee met once during the year, with all members of the Committee
present at the meeting. The Committee reviewed its terms of reference in July
2025 pursuant to the Company's Admission to AIM, which were approved by the
Board and are published on the Company's website. The Committee also
considered and approved the appointment of new auditors. The Committee works
on a planned programme of activities focused on key events in the annual
financial reporting cycle and other matters that are included in its terms of
reference. It provides oversight and guidance to contribute to the ongoing
good governance of the business, particularly by assuring that shareholders'
interests are being properly protected by appropriate financial management,
reporting and internal controls.
Financial reporting
The Audit Committee reviewed the half-year and these annual financial
statements. As part of this review, the Committee discussed the financial
statements with the external auditor and management and considered the
appropriateness of the accounting principles, the reasonableness of
significant accounting judgements and the clarity of disclosures in the
financial statements. The Committee reviewed and challenged the external
auditor's report on these matters. The Committee also considered management's
assessment of going concern concerning the Group's cash position and
commitments for the next 12 months. In fulfilling its responsibility for
monitoring the integrity of financial reports to shareholders, the Committee
gave due consideration as to whether the Annual Report and Accounts are fair,
balanced and understandable.
External auditors
The Audit Committee oversees the relationship with the external auditors and
monitors all their services and fees payable to them. The Committee considers
various matters when reviewing the ongoing appointment of an external auditor,
including their performance in conducting the audit and its scope and
planning, terms of engagement, including remuneration, and their independence
and objectivity. HaysMac LLP was reappointed as external auditors at the
Company's Annual General Meeting in April 2025. In November 2025, following a
tender process the Company appointed RPG Crouch Chapman ("RPGCC'') as the
Company's auditor, succeeding HaysMac LLP.
The Audit Committee has confirmed it is satisfied with RPGCC's knowledge of
the Company and its effectiveness as an external auditor. As such, the Audit
Committee has recommended the reappointment of RPGCC to the Board, and there
will be a resolution to this effect at the forthcoming Annual General Meeting.
Graham Duncan
Chairman of the Audit Committee
04 March 2026
Remuneration Committee Report
The Remuneration Committee was established on 17 July 2025, and this is
therefore the first report of the Committee.
The Committee operates under the agreed Terms of Reference and is responsible
for reviewing the framework for remuneration arrangements for Executive
Managers and other senior executives on an annual basis. The Committee also
reviews information on pay outcomes and processes for the wider workforce to
take account of wider workforce pay and conditions when setting executive
remuneration and to consider alignment between pay structures.
Committee activities in 2025
The Remuneration Committee has responsibility for Executive Directors'
remuneration as well as the remuneration of Executives who form the Executive
Management Team. Since the Committee was established, we have commenced the
process of developing our remuneration policy and create a more market-aligned
remuneration package to our executive Directors. This process is not yet
complete, and we will therefore report formally in due course.
Committee composition
The Remuneration Committee is comprised of two Non-Executive Directors: Graham
Duncan (Chairman) and Dave Cliff. The Committee met once on 8 October 2025,
and both committee members attended the meeting. No Directors are involved in
determining their own remuneration. The Committee may invite other individuals
to attend all or part of any Committee meeting, as and when appropriate and
necessary, including members of management and external advisers.
Implementing a Remuneration Policy in 2026
The Remuneration Committee is currently undertaking a detailed review of
remuneration policy which includes consideration of fixed and variable pay,
encompassing bonus and long-term incentive elements. Once completed, we will
report on the agreed components and policy.
Recruitment Policy
The remuneration arrangements for a new Executive Director or Manager would
normally be in line with the terms of the Remuneration Policy and would be set
considering the specific circumstances of the individual.
Service contracts
Service contracts for all Executive and Non-Executive Directors have a notice
period of three months by either party.
Policy for the remuneration of employees more generally
Remuneration arrangements are determined throughout the Group based on the
same principle, that reward should be achieved for successful delivery of the
business strategy and should be sufficient to attract, retain and motivate
high-calibre employees. Remuneration arrangements are simple and easy for
employees to understand, and it is clear how these support and reinforce the
Company's culture and promote the correct behaviours and decisions. There is
no consultation with employees regarding Directors' remuneration.
Shareholder views
The Committee considers shareholder feedback received on remuneration matters,
including issues arising in relation to the AGM, as well as any additional
comments received during any other meetings with shareholders. The Committee
will seek to engage directly with major shareholders and their representative
bodies should any material changes be made to the Directors' Remuneration
Policy or to material changes to existing or the development of Long-Term
incentive arrangements.
Particulars of Directors' Remuneration (audited)
Details of directors' remuneration during the year are given in the Directors'
Report on page 12.
Directors' interests in shares
Details of directors' shareholdings are given in the Directors' Report on page
11.
Graham Duncan
Chairman of the Remuneration Committee
04 March 2026
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RENTGUARANTOR HOLDINGS PLC
Opinion
We have audited the financial statements of RentGuarantor Holdings Plc (the
'parent company') and its subsidiaries (the 'group') for the year ended 31
December 2025 which comprise the Consolidated statement of Comprehensive
income, the Consolidated Statement of financial position, the Consolidated
Statement of Changes in Equity, the Consolidated Statement of Cashflows and
notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK adopted international accounting standards.
In our opinion:
· the financial statements give a true and fair view of the state
of the group's affairs and of the parent company's affairs as at 31 December
2025, and of the group's loss for the year then ended;
· the group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
· the parent company financial statements have been properly
prepared in accordance with UK adopted UK adopted international reporting
standards; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor responsibilities for the audit
of the financial statements section of our report. We are independent of the
group and parent company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the entity's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those that, in our professional judgement, were of most
significance in our audit of the Financial Statements of the current year and
include the most significant assessed risks of material misstatement (whether
or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the
audit and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
We have determined the matters described below to be the key audit matters to
be communicated in our report.
Key audit matter How our work addressed this matter
Revenue Recognition · Updated our understanding of the internal control environment in
operation for the material income streams and completed a walk-through to
ensure that the key controls within these systems have been operating in the
year under audit.
Revenue recognition is a presumed risk of fraud under the International
Auditing Standards. · Reviewed the revenue recognition policy in line with IFRS 15
requirements.
· Performed substantive transactional testing of income recognised
There is a risk around the occurrence and cut-off of revenues. Management can in the financial statements.
manipulate revenues and may do so to inflate profits and improve their
position. This is especially so as the group is listed and is reliant on · Reviewed a sample of revenue recorded at the year to ensure
external funding. cut-off is correct.
· Reviewed post year end credit notes for evidence of occurrence of
revenue in the year and that cut off is appropriate.
· Ensured disclosures in the financial statements are appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group financial statements Parent company financial statements
Materiality £117,000 (2024: £73,000) £100,000 (2024: £36,700)
Basis for determining materiality Materiality was determined as 7.5% on loss before tax. Materiality was determined as 7.5% on loss before tax.
Rationale for the benchmark applied Loss before tax was deemed to be the most appropriate benchmark as they Loss before tax was deemed to be the most appropriate benchmark as they
represent the primary measure used by investors in assessing the Group's represent the primary measure used by investors in assessing the Parent's
performance and position, and the profit or loss is the key driver in decision performance and position, and the profit or loss is the key driver in decision
making for the Group whose activities centre around revenue generation. making for the Parent whose activities centre around revenue generation.
Performance materiality £58,500 (2024: £54,700) £50,000 (2024: £27,000)
Basis for determining performance materiality Performance materiality was set out as 50% (2024: 75%) of overall group Performance materiality was set out as 50% (2024: 75%) of overall group
materiality to reduce the risk that undetected misstatements at the component materiality to reduce the risk that undetected misstatements at the component
and Group level exceed overall materiality. and Group level exceed overall materiality.
Rationale for the percentage applied for performance materiality The percentage applied reflected our assessment of aggregation risk, the
nature of the Group's operations, and our expectation of the level of
misstatement based on prior audit experience and our risk assessment.
We agreed with the Audit Committee that we would report on all differences in
excess of £5,850 (2024: £3,650). We also report to the Audit Committee on
financial statement disclosure matters identified when assessing the overall
consistency and presentation of the financial statements.
An overview of the scope of our audit
In designing our audit approach, we determined materiality and assessed risk
of material misstatement in the financial statements. In particular, we looked
at areas involving significant accounting estimates and judgements by the
directors, including management override, recognition of revenue, the carrying
value and recoverability of intangible assets, investments, convertible loan
notes and going concern. Procedures were then performed to address the risk
identified and for the most significant assessed risks of misstatement, the
procedures performed are outlined below in the key audit matters section of
this report. We re-assessed the risks throughout the audit process and
concluded that the scope remained in line with that determined at the planning
stage of the audit.
We considered the components in scope of the group to be RentGuarantor
Holdings Limited and Ezylet Ltd by virtue of the size of activities in that
entity. Rockaby Hunter Media Limited was assessed to not be a significant
component of the group as it was dormant in the year and had no substantial
contribution to the group consolidated financial statements.
We are not engaged with any Component auditors in the course of the group
audit and audits of Trading UK entities, nor are we relying on any work
performed by any Component auditors of subsidiaries within the group.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report and the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements and the part of the
directors' remuneration report to be audited are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 13, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to
do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the legal and regulatory
frameworks within which the Company operates focusing on those laws and
regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements. The laws and regulations we
considered in this context were the Companies Act 2006, IFRS, Listing rules,
tax legislation and employment legislation.
· We inspected correspondence with regulators and tax authorities.
· We engaged in discussions with management including if there were
any known or suspected instances of non-compliance with laws, regulations and
fraud.
· We reviewed meeting minutes for evidence of non-compliance with
relevant laws and regulations. We also reviewed the controls the directors
have in place to ensure compliance.
· We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting of journals and
reviewing accounting estimates for biases.
· We challenged management on assumptions and judgements made by
them in their accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters that we are required to address
We were appointed on 30 October 2025, and this is the first year of our
engagement as auditors for the Group.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter. Our audit work has been undertaken so that we
might state to the company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company and the company's members as a body, for our audit work, for
this report, or for the opinions we have formed.
Steven Johnson BENG (Hons) FCCA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Statutory Auditors
40 Gracechurch Street
London
EC3V 0BT
Date: 04 March 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended Year ended
31-Dec 31-Dec
2025 2024
£ £
Continuing operations Notes
Revenue from continuing operations 5 2,387,327 1,273,744
Direct costs (492,920) (263,963)
Gross profit 1,894,407 1,009,781
Administrative expenses 6 (3,270,120) (1,825,833)
Operating loss (1,375,713) (816,052)
Finance costs 8 (35,409) (36,709)
Revaluation of convertible loan note (154,251) 159,399
Loss on ordinary activities before taxation (1,565,373) (693,362)
Income tax expense 9 - -
Loss for the year (1,565,373) (693,362)
Loss per share (expressed in pence per share) 10 (1.26) (0.59)
There is no other comprehensive income for the year (year ended 31 December
2024: nil).
The notes on pages 36 to 60 form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
2025 2024
Notes £ £
Assets
Non-current assets
Intangible assets 13 360,085 319,331
Tangible assets 14 14,788 5,870
374,873 325,201
Current assets
Trade and other receivables 15 102,542 30,649
Cash and cash equivalents 16 2,051,622 272,038
2,154,164 302,687
Total assets 2,529,037 627,888
Equity and liabilities
Equity attributable to owners of the parent
Ordinary share capital 17 14,526,418 11,879,174
Share premium 18 2,718,538 1,320,276
Reorganisation reserve 18 (8,050,001) (8,050,001)
Accumulated losses 18 (8,205,559) (6,640,187)
989,396 (1,490,738)
Liabilities
Current liabilities
Trade and other payables 19 1,539,641 2,118,627
Total liabilities 1,539,641 2,118,627
Total equity and liabilities 2,529,037 627,888
The notes on pages 36 to 60 form part of these financial statements.
Approved by the Board and authorised for issue on 04 March 2026.
Mr Kieron Becerra
Mr Paul Foy
Director
Director
Company Registration No. 10510999
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
2025 2024
Notes £ £
Assets
Non-current assets
Investment in subsidiary 12 8,500,501 8,500,501
Trade and other receivables 15 3,799,580 3,471,500
12,300,081 11,972,001
Current assets
Trade and other receivables 15 46,861 41,610
Cash and cash equivalents 16 1,976,502 238,242
2,023,363 279,852
Total assets 14,323,444 12,251,853
Equity and liabilities
Equity
Ordinary shares 17 14,526,418 11,879,174
Share premium 18 2,718,538 1,320,276
Accumulated losses 18 (3,984,652) (2,643,704)
13,260,304 10,555,746
Liabilities
Current liabilities
Trade and other payables 19 1,063,140 1,696,107
Total liabilities 1,063,140 1,696,107
Total equity and liabilities 14,323,444 12,251,853
As permitted by Section 408 of the Companies Act 2006 the profit and loss
account of the parent Company is not presented as part of these financial
statements. The parent Company's loss for the financial year was £1,340,947
(2024: Loss of £324,938).
The notes on pages 36 to 60 form part of these financial statements. Approved
by the Board and authorised for issue on 04 March 2026.
Mr Kieron Becerra Mr Paul Foy
Director
Director
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Notes £ £
Cash flows from operating activities
Cash consumed in operations 20 (1,983,683) 229,979
Net cash inflows/(outflows) from operating activities (1,983,683) 229,979
Cash flows from investing activities
Expenditure on non-current assets (15,388) (2,526)
Expenditure on intangible assets (228,442) (194,404)
Conversion of convertible loan note in the year 30,000 (250,000)
Net cash outflows from investing activities (213,830) (446,930)
Cash flows from financing activities
Proceeds from issue of convertible loans 455,275 -
Finance costs paid (38,410) (36,709)
Proceeds from issue of shares 3,560,232 490,326
Net cash inflows from financing activities 3,977,097 453,617
Increase in cash and cash equivalents 1,779,584 236,666
Cash and cash equivalents at the beginning of the year 272,038 35,372
Cash and cash equivalents at the end of the year 2,051,622 272,038
The notes on pages 36 to 60 form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Capital Share Reorganisation Accumulated Total
Premium Reserve Losses
£ £ £ £ £
As at 31 December 2023 11,581,175 796,776 (8,050,001) (5,946,824) (1,618,874)
Share capital issued 297,999 523,500 - - 821,499
Loss for the year - - - (693,362) (693,362)
As at 31 December 2024 11,879,174 1,320,276 (8,050,001) (6,640,186) (1,490,737)
Share capital issued 2,647,244 1,398,262 - - 4,045,506
Loss for the year - - - (1,565,373) (1,565,373)
As at 31 December 2025 14,526,418 2,718,538 (8,050,001) (8,205,559) 989,396
Share capital is the amount subscribed for shares at nominal value.
Share premium is the amount subscribed for share capital in excess of nominal
value.
Part of the share capital issued relates to the conversion in June 2025 of
£300,275 of convertible loan notes issued in January 2025 for 1,243,083 new
ordinary shares of £1 each, together with the conversion of £150,000 of
convertible loan notes issued in March 2022 for 620,973 new ordinary shares,
and with the conversion in September 2025 of £35,000 of convertible loan
notes issued in January 2025 for 194,443 new ordinary shares, see note 19.
Also, part of the share capital issued relates to the subscription of new
ordinary shares in June 2025 of 4,067,910 new ordinary shares which raised
£1,016,978, and in November 2025, pursuant to the further subscription
20,346,034 new ordinary shares were issued raising a further £2,543,254, see
note 17.
Accumulated losses represent the cumulative loss of the Group attributable to
equity shareholders.
The reorganisation reserve arises as a result of the reorganisation accounting
adopted as per accounting policy 2.2.
The notes on pages 36 to 60 form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Capital Share Accumulated Total
Premium Losses
£ £ £ £
As at 31 December 2023 11,581,175 796,621 (2,318,765) 10,059,031
Share capital issued 297,999 523,655 - 821,654
Loss for the year - - (324,938) (324,938)
As at 31 December 2024 11,879,174 1,320,276 (2,643,703) 10,555,747
Share capital issued 2,647,244 1,398,262 - 4,045,507
Loss for the year - - (1,340,947) (1,340,948)
As at 31 December 2025 14,526,418 2,718,538 (3,984,652) 13,260,304
Share capital is the amount subscribed for shares at nominal value.
Share premium is the amount subscribed for share capital in excess of nominal
value.
Part of the share capital issued relates to the conversion in June 2025 of
£300,275 of convertible loan notes issued in January 2025 for 1,243,083 new
ordinary shares of £1 each, together with the conversion of £150,000 of
convertible loan notes issued in March 2022 for new 620,973 ordinary shares.
Together with the conversion in September 2025 of £35,000 of convertible loan
notes issued in January 2025 for 194,443 new ordinary shares, see note 19.
Also, part of the share capital issued relates to the subscription of ordinary
shares in June 2025 of 4,067,910 new ordinary shares which raised £1,016,978,
and in November 2025 the subscription of 20,346,034 new ordinary shares
raising a further £2,543,254, see note 17.
Accumulated losses represent the cumulative loss of the Company attributable
to equity shareholders.
The notes on pages 36 to 60 form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1 General information
RentGuarantor Holdings PLC ("the Company") and its subsidiaries (together, the
"Group") is a provider of rent guarantee services to prospective tenants
across the socio-economic spectrum
wishing to rent property in the United Kingdom private rental sector primarily
via its online platform.
The Company was incorporated on 5 December 2016 in England and is a public
limited company quoted on the London Stock Exchange's Alternative Investment
Market. The Group is based in the United Kingdom and the address of the
registered office is disclosed on the Company information page at the front of
the annual report.
The Company's issued share capital was admitted to trading on the AQSE Growth
Market on 8 December 2021. On 1 March 2023 the Company joined the Apex segment
of the Aquis Stock Exchange Growth Market. Then on 15 August 2025 it was
admitted to trading on the London Stock Exchange's AIM Market.
2 Summary of significant accounting policies
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.
2.1 Basis of preparation
The financial statements have been prepared under the
historical cost convention and in accordance with UK Adopted International
Accounting Standards (IFRS) and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS. IFRS comprises of standards
issued by the International Accounting Standards Board (IASB) and the
interpretations issued by the International Financial Reporting
Interpretations Committee (IFRIC) as adopted by the UK.
Preparation of financial statements
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 Company's accounting
policies. Areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements
are disclosed in Note 3.
Going concern
The financial statements are required to be prepared on the going concern
basis unless it is inappropriate to do so.
The Group incurred losses of £1,565,373 (£1,009,169 net of £559,204 AIM
admission related costs) (2024: £693,362) on continuing operations and
experienced net cash flows from operating activities of -£1,983,683 (2024:
used in operating activities of £229,979). The Group's cash balances at 31
December 2025 were £2,051,622 (2024: £272,038).
The Group meets its day-to-day working capital requirements through its
revenue and funds from the capital it raised through the issue of new ordinary
shares via share subscriptions as well as loans made to the Company.
During 2025 the Company raised £455,275 through the subscription of
convertible loan notes in January 2025. Subsequently in June and November 2025
it raised £1,016,978 and £2,543,254 respectively via share subscriptions.
The proceeds of which will be used for working capital purposes as well as
supporting the Group's strategic growth plans.
Following the subscription for convertible loan notes and new ordinary shares,
the Group's cash position gives it sufficient headroom to execute its business
plans. This has enabled the financial statements to be prepared on a going
concern basis.
The Directors have prepared forecasts and projections and have specifically
performed a detailed review of those forecasts for the period to December
2027. These reflect the expected trading performance of the Group on the basis
of best estimates of management using current knowledge and expectations of
trading performance. These forecasts and projections have also been stress
tested to consider what the Directors believe to be a 'plausible worst-case
scenario'.
The Directors report that they have re-assessed the principal risks, reviewed
current performance and forecasts, combined with expenditure commitments,
including capital expenditure. The Directors believe that the biggest issue
that could give rise to significant doubt over the entities ability to
continue as a going concern is if it runs out of cash reserves due to the
forecast revenue not being achieved. It is for this reason that the Directors
raised additional capital in 2025 through the issue of convertible loan notes
and shares which raised £4,015,506 and will continue to work towards raising
further capital in order to be able to undertake its strategy with strong cash
reserves as and when it may be required. Additionally, the Group's forecasts
for a period of at least 12 months from the date of signing of these financial
statements demonstrate it will have sufficient cash reserves to enable it to
meet its obligations as they fall due. With the continued raising of capital
and the forecasts, the Directors believe there will be sufficient cash
reserves such that a material uncertainty does not exist. Accordingly, the
Directors consider the Group to be a going concern.
Standards and interpretations in issue but not yet effective or not yet
relevant
At the date of authorisation of these financial statements the following
Standards and Interpretations which have not been applied in these financial
statements were in issue. The most significant of these are as follows:
Effect annual periods beginning before or after
Lack of Exchangeability (Amendments to IAS 21) 1(st) January 2025
Classification and Measurement of Financial Instruments - Amendments to IFRS 1(st) January 2026
9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
Annual Improvements to IFRS Accounting Standards - Amendments to: 1(st) January 2026
· IFRS 1 First-time Adoption of International Financial Reporting
Standards;
· IFRS 7 Financial Instruments: Disclosures and its
accompanying Guidance on implementing IFRS 7;
· IFRS 9 Financial Instruments;
· IFRS 10 Consolidated Financial Statements; and
· IAS 7 Statement of Cash flows
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and 1(st) January 2026
IFRS 7
IFRS 18 Presentation and Disclosure in Financial Statements 1(st) January 2026
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1(st) January 2026
IAS 21 The Effects of Changes in Foreign Exchange Rates 1(st) January 2026
The Directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the Group's
financial statements.
2.2 Consolidation
(a) Subsidiaries
Other than as described in note 2.2 (b) below, the Group applies the
acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners of the
acquiree and the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. The Group
recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised amounts of
acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred. If the business
combination is achieved in stages, the acquisition date carrying value of the
acquirer's previously held equity interest in the acquiree is re-measured to
fair value at the acquisition date; any gains or losses arising from such
re-measurement are recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at
fair value at the acquisition date. Subsequent changes to the fair value of
the contingent consideration that is deemed to be an asset or liability is
recognised in accordance with IAS 9 either in profit or loss or as a change to
other comprehensive income. Contingent consideration that is classified as
equity is not re-measured, and its subsequent settlement is accounted for
within equity.
Inter-Company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
with the Group's accounting policies.
(b) Group reorganisation accounting
The Company acquired its 100% interest in Ezylet Ltd on 5 December 2016 by way
of a share for share exchange. This is a business combination involving
entities under common control and the consolidated financial statements are
issued in the name of the Company, but they are a continuance of those of
Ezylet Ltd. Therefore, the assets and liabilities of Ezylet Ltd were initially
recognised and measured in these consolidated financial statements at their
pre-combination carrying values. The accumulated losses and other equity
balances recognised in these consolidated financial statements are the
accumulated losses and other equity balances of the Company and Ezylet Ltd.
The equity structure appearing in these consolidated financial statements (the
number and the type of equity instruments issued) reflect the equity structure
of the Company including equity instruments issued by the Company to affect
the consolidation. The difference between consideration given and net assets
of Ezylet Ltd at the date of acquisition is included in a Group reorganisation
reserve.
2.3 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities. The contracts with customers
are classified as financial guarantee contracts which fall under the scope of
IFRS 9 Financial Instruments. IFRS 9 requires entities to use the revenue
recognition principals of IFRS 15 Revenue from Contracts with Customers.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
o those to be measured subsequently at fair value (either through Other
Comprehensive Income or through profit or loss); and
o those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI.
The entity will recognise a financial liability in its statement of financial
position when it becomes party to the contractual provisions of the
instrument. At initial recognition, the entity measures a financial liability
at its fair value plus or minus, in the case of a financial liability not at
fair value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue of the financial liability.
The Group classifies financial assets as amortised costs only if both of the
following criteria are met:
o the asset is held within a business model whose objective is to collect
contractual cash flows; and
o the contractual terms give rise to cash flows that are solely payment of
principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are de-recognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Group applies the simplified
approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount
at which the financial asset or liability is measured at initial recognition,
minus principal payments, plus or minus the cumulative amortisation using the
effective interest method of any difference between the initial amount
recognised and maturity amount, minus any reduction for impairment.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or where the Group has transferred
substantially all of the risks and rewards of ownership. In transaction in
which the Group neither retains nor transfers substantially all the risks and
rewards of ownership of a financial asset and it retains control over the
asset, the Group continues to recognise the asset to the extent of its
continuing involvement, determined by the extent to which it is exposed to
changes in the value of the transferred asset. There have not been any
instances where assets have only been partly derecognised. The Group
derecognises a financial liability when its contractual obligation is
discharged, cancelled or expires.
Impairment
The Group assesses at each financial position date whether there is objective
evidence that a financial asset or Group of financial assets is impaired. If
there is objective experience (such as significant financial difficulty of
obligor, breach of contract, or it becomes probable that debtor will enter
bankruptcy), the asset is tested for impairment. The amount of the loss is
measured as the difference between the asset's carrying amount and the present
value of the estimated future cash flows (excluding future expected credit
losses that have not been incurred) discounted at the financial asset's
original effective interest rate (that is, the effective interest rate
computed at initial recognition). The carrying amount of the asset is reduced
through use of an allowance account. The amount of loss is recognised in the
Statement of Comprehensive Income.
2.5 Revenue
Revenue represents the value of services supplied in the provision of the
Group's online platform offering long term property rental services. The
entity's main source of revenue derives from rental guarantor contracts
whereby the entity acts as a guarantor for tenants willing to apply for a
rental contract.
Revenue is recognised at an amount that reflects the consideration to which
the entity expects to be entitled in exchange for transferring services to a
customer net of sales taxes and discounts.
The contracts with customers are classified as financial guarantee contracts
which fall under the scope of IFRS 9 Financial Instruments. IFRS 9 requires
entities to use the revenue recognition principals of IFRS 15 Revenue from
Contracts with Customers.
IFRS 9: Financial Instruments
IFRS 9 defines a financial guarantee contract as: A contract that requires the
issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payment when due in accordance with
the original or modified terms of a debt instrument. IFRS 9 requires an
entity to immediately recognise an Expected Credit Loss (ECL) from a financial
asset at the first reporting date after origination and create an allowance to
cover such loss. The expected credit loss is to be covered by provisions, and
unexpected loss is to be covered by capital.
ECL Provision
The ECL has been calculated by assessing the historical average value per
claim by dividing the total value of claims paid by the total number of claims
received. The gross loss each year is used to calculate the historical loss
rate, with the amount claimed against insurance presented separately as a
contingent asset in 2025 of £13,792 (2024: £2,212). The total amount of
completed contracts is then divided by the number of contracts that have had
claims made against it as at year end to obtain the relative average
percentage loss. The Group then assumes that this percentage loss is the best
indicator of the expected credit loss in the coming year and is therefore
multiplied by the historical average value and the total amount of live
contracts as at year end to obtain the provision.
Up to
31/12/2025
Up to 31/12/2024
Total amount of completed contracts since 2021 5,925 2,806
Total number of contracts with a claim made 224 91
Credit loss % 4.36% 3.24%
Net claims settled/paid £229,402 £84,755
Average amount per claim £1,024 £931
Total live contracts 3,143 1,654
Expected Credit Loss £121,690 £49,959
IFRS 15: Revenue from Contracts with Customers
IFRS 15 outlines a single comprehensive model of accounting for revenue
arising from contracts with customers. The core principle underlying the IFRS
15 model is that the entity should recognise revenue in a manner that depicts
the pattern of transfer of goods and services to customers. The amount
recognised should reflect the amount to which the entity expects to be
entitled in exchange for those goods and services.
Whilst the application fee element of the Group's revenue has been recognised
under IFRS 15, the financial guarantee element has been recognised under IFRS
9, albeit that the Group has referred to the principles of IFRS 15 in the
measurement and recognition of such financial guarantee revenue.
In order to meet the core principle, IFRS 15 adopts a five-step model which
are assessed in turn.
1- Identify the contracts(s) with a customer.
2- Identify the performance obligations in the contract.
3- Determine the transaction price.
4- Allocate the transaction price to performance obligations.
5- Recognise revenue when (or as) performance obligations are satisfied.
A performance obligation may be satisfied at a point in time or over time. The
amount of revenue recognised is the amount allocated to the satisfied
performance obligation.
RentGuarantor Ltd (RG) in the course of assessing an application will be
providing the service (Point 1 - the contract) to the Customer (Tenant) up
until the point the Tenant pays (Point 3 - The transaction price) for the
guarantee. At this point the entire service to the Tenant is satisfied (Point
2 - Performance obligation identified) and they will then be able to rent the
property having paid for the guarantee (Point 4 - Transaction price allocated
to performance obligation) from the Landlord which is the primary purpose of
the Tenant in engaging RG's services (Point 5 - Recognise the revenue at the
point the performance obligation is satisfied), notwithstanding this, the
tenant enjoys the reward at a point in time to be able to rent the property
but they still bear or continue to bear the risk of default and the tenant is
still liable for the rent to RG rather than the landlord.
Should the Tenant fall in arrears or a claim be made by the Landlord post the
initial payment for the guarantee by the Tenant the obligation and service by
RG is then to the Landlord, and not the Tenant, RG's obligation to the Tenant
has already been satisfied at the point of initial payment which triggered the
Tenants ability to rent the property. The directors consider materially all of
the benefit of the contract, for the purposes of the customer (tenant) to be
delivered on signing the guarantee. Any future obligation lies with the
landlord who is not considered to be the customer within these contracts. The
directors believe that the Group has one principal of revenue stream, sourced
from rental guarantor contracts. This source of income has been recognised at
a point in time when the rental guarantee is initially provided to the tenant.
2.6 Cash and cash equivalents
In the consolidated and company statement of cash flows, cash and cash
equivalents includes cash in hand, deposits held at call with banks, other
short-term highly liquid investments with original maturities of three months
or less. Cash and cash equivalents are presented as current assets in the
statement of financial position.
2.7 Convertible loan notes
The Company's convertible loan notes are recognised at amortised costs unless
they are considered to be a hybrid financial instrument comprising a financial
liability (loan) and an embedded derivative (share option). At the date of
issue, both elements were included in the balance sheet as liabilities one
being held at amortised cost and the embedded derivative being held at fair
value. The amortised cost element of the loan element was estimated using the
prevailing market interest rate for a similar non-convertible debt, estimated
at 6.76%. This amount is recorded as a liability on an amortised basis until
extinguished upon conversion at the instrument's maturity date. The fair value
of the option element was estimated using the Black Scholes option pricing
model as at the date of grant and then again at each reporting period end,
with subsequent changes in fair value being recognised in the income
statement.
On conversion of the loan note to equity, the fair value of the equity will be
calculated based on the share price on the date of conversion. The difference
between the fair value of the equity issued and the carrying value of the loan
note immediately prior to conversion will be recognised within finance costs
in the income statement.
The fair value of the share option element is revalued annually by reference
to the current share price and is estimated using the Black Scholes option
pricing method, and any movement is recognized in the income statement.
2.8 Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less.
2.9 Income tax expense
Current income tax which is payable on taxable profits is recognised as an
expense in the year in which the profits arise.
Deferred income tax is recognised on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, deferred tax liabilities are not
recognised if they arise from the initial recognition of goodwill; deferred
income tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that at
the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred income tax asset is realised or
the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
2.10 Tangible and intangible assets
Tangible assets
Tangible assets are stated at cost less accumulated depreciation and
accumulated impairment losses.
Depreciation on equipment is calculated using the straight-line method to
allocate their depreciable amounts over their estimated useful lives. The
estimated useful lives are as follows:
Computer equipment 3 years
Intangible assets
Intangible assets with limited economic lives are stated at cost less
accumulated amortisation and accumulated impairment losses.
Amortisation is charged to the statement of comprehensive income on a
straight-line basis over the estimated useful lives of the intangible assets
as follows:
Trademarks 10 years
Databases 10 years
Development costs 3 years
The residual values and useful lives of tangible and intangible assets are
reviewed, and adjusted as appropriate, at each balance sheet date.
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. In the case of assets whose cash flow generation cannot be
separated and distinguished from that of other assets, the recoverable amount
of the cash-generating component to which the asset belongs is estimated. Any
impairment loss is recognised immediately in the statement of comprehensive
income.
When an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating
component) is increased to the revised estimate of its recoverable amount, but
to the extent that this increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised
in prior years. A reversal of an impairment loss is recognised immediately in
the statement of comprehensive income.
Material intangible assets
These are intangible assets which in the Board's view are crucial to the
success of the Group.
Databases
These include historical investments in copyrights, applications, customer
data and research and development. The carrying amount of the database as at
the year-end is £34,933 (2024: £81,508) with a remaining amortisation period
of 0.75 years.
Development Costs (internally developed computer software)
This is the continual investment and development cost of the Group's website
portal including proprietary coding and algorithms. The carrying amount of the
development costs as at the year-end is £315,299 (2024: £237,422) with an
average remaining amortisation period of 2.5 years.
2.11 Research and development
The Group incurs expenditure on research and development in order to develop
and improve new and existing websites, website portals and related products.
Expenditure may include staff costs of our in-house technical team and that of
third-party experts in the field. During 2025 the sum spent was £228,442
(2024: £194,404).
Unless they meet certain criteria for capitalisation, research expenditure on
new websites, website portals or products and obtaining new technical
knowledge is expensed in the year in which it is incurred. Development costs
whereby research findings are applied to creating a substantially enhanced
website, website portal or new product, are only capitalised once we are
satisfied that we can reliably measure the feasibility and the commercial
viability of the project. Capitalised development costs are amortised on a
straight-line basis over their expected useful economic life.
Once the new website, website portal or product is available for use,
subsequent expenditure to maintain the website, website portal or product, or
on small enhancements to the website, website portal or product, is recognised
as an expense when it is incurred.
2.12 Investments in subsidiaries
Investments are held as non-current assets at cost less any provision for
impairment. Where the recoverable amount of the investment is less than the
carrying amount, impairment is recognised.
2.13 Employee benefits
Defined contribution plans
Defined contribution plans are post-employment benefit plans
under which the Group pays fixed contributions into separate entities
such as the Central Provident Fund and will have no legal or
constructive obligation to pay further contributions if any of the funds do
not hold sufficient assets to pay all employee benefits relating to
employee services in the current and preceding financial years. The
Group's contribution to defined contribution plans are
recognised in the financial year to which they relate.
2.14 Currency translation
Functional and presentation currency
Items included in the financial statements of each entity in the
Group are measured using the currency of the primary
economic environment in which the entity operates ("the functional currency").
The consolidated financial statements are presented in
British Pounds, which is the Company's functional and presentation
currency.
2.15 Interest income and expense
Interest income and expense are recognised within finance income
and finance costs in profit or loss using the effective
interest rate method, except for borrowing costs relating to qualifying
assets, which are capitalised as part of the cost of that asset. The
Group has chosen to capitalise borrowing costs on all
qualifying assets irrespective of whether they are measured at fair value or
not.
The effective interest method is a method of calculating the
amortised cost of a financial asset or a financial liability and of allocating
the interest income or interest expense over the relevant period. The
effective interest rate is the rate that exactly
discounts estimated future cash payments or receipts throughout the
expected life of the financial instrument, or a shorter period where
appropriate, to the net carrying amount of the financial asset or
financial liability. When calculating the effective interest rate,
the Group estimates cash flows considering all contractual
terms of the financial instrument (for example, pre-payment options) but does
not consider future credit losses. The calculation includes all
fees and points paid or received between parties to the
contract that are an integral part of the effective interest rate,
transaction costs and all other premiums or discounts.
3 Critical accounting estimates and judgments
The Group makes certain judgements and estimates which affect the reported
amount of assets and liabilities. Critical judgements and the assumptions used
in calculating estimates are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
3.1 Revenue recognition
Revenue represents the value of services supplied in the
provision of the Group's online platform offering long term property rental
services. Revenue is recognised at an amount that reflects the consideration
to which the entity expects to be entitled in exchange for transferring goods
or services to a customer net of sales taxes and discounts. The contracts with
customers are classified as financial guarantee contracts which fall under the
scope of IFRS 9 Financial Instruments. IFRS 9 requires entities to use the
revenue recognition principals of IFRS 15 Revenue from Contracts with
Customers. The timing of the revenue recognition and whether it was to be
recognised at a point in time or over time has entailed an element of
judgement (see note 2.5).
3.2 Capitalisation of Intangible assets
The assessment of the future economic benefits generated by
these separately identifiable intangible assets and the determination of its
amortisation profile involve a significant degree of judgement based on
management estimation of future potential revenue and profit and the useful
life of the assets. Reviews are performed regularly to ensure the
recoverability of these intangible assets.
3.3 Impairment of investments, intangible assets and
intercompany receivables
Determining whether investments and intangible assets are
impaired or whether a reversal of impairment of investments and intangible
assets recorded in previous years should be recorded requires an estimation of
the higher of fair value and value in use, of the relevant cash-generating
component, which represents its recoverable value. The value in use
calculation requires management to estimate the future cash flows expected to
arise from the cash-generating component discounted using a suitable discount
rate to determine if any impairment has occurred. A key area of estimate is
deciding the long-term growth rate and the discount rate applied to those cash
flows. Given the early stage of the business and its revenue growth to date,
management
have forecast revenue growth in the next 5 years and have then
used a rate into perpetuity of 5% and believe that such a period of assessment
is appropriate based on the stage the business is in.
As part of the impairment exercise management has undertaken
sensitivity analysis of the future results of the Group for a 5-year period in
order to ascertain whether the investments and intangibles needed to be
impaired. This sensitivity analysis based on revenue growth has included
estimations and judgements on revenue growth of -5%, +5%, -10% and +10%, and
on the parameters used to calculate the Weighted Average Cost of Capital,
where it has been assumed that the cost of equity is 13%, the cost of debt is
6%.
Having performed the assessment, the result for the worst -10%
sensitivity scenario resulted in a net present value of £11m, this meant a
headroom of £2.5m when compared to the £8.5m investment. Revenue would need
to fall by 13% for the net present value of the investment to breakeven with
the investment at £8.5m. All the above was in managements view a clear
indication that there was significant headroom. It was also management's view,
that reasonable judgements were used to determine if an impairment of the
investments or intangibles was required.
The above impairment exercise proves that there was no need to impair the
intercompany receivables as the directors believe that in future these will be
settled with future cash flows. An intercompany letter of support outlining
that the respective receivables between companies
would not be expected to be settled and also confirmed that the Group would
provide such additional working capital as necessary to enable the
subsidiaries to meet the debts as and when
they fall due for a period of at least twelve months from the date of approval
of the financial statements.
3.4 Taxation
In recognising income tax assets and liabilities, management
makes estimates of the likely outcomes of decisions by tax authorities on
transactions and events whose treatment for tax purposes is uncertain. Where
the final outcome of such matters is different, or expected to be
different, from previous assessments made by management, a
change to the carrying value of income tax assets and liabilities will be
recorded in the year in which such a determination is made.
In recognising deferred tax assets and liabilities management
also makes judgements about the likely future taxable profits.
3.5 Convertible loan notes
The convertible loan notes are considered to be a hybrid
financial instrument comprising a financial liability (loan) and an embedded
derivative (share option).
The Board has considered the key conversion terms in the Loan
Notes 2022 as to whether they meet the definition of a derivative. Convertible
Loan Notes can only be classified as equity if they meet the definition of
equity, commonly referred to as the fixed for fixed criterion. As both the
number of shares and the amount of cash (the carrying amount of the liability)
vary, such loan notes are not considered to be equity.
As noted above, the standard approach under IFRS requires that
a convertible instrument is dealt with by an issuer as having two
'components', being a liability host contract plus a separate conversion
feature which, in the case of the convertible loan notes issued to date, are
to be classified as a fair value liability.
Convertible loan notes have an embedded derivative given the
option to convert into cash. The Company has estimated the fair value of the
share option element, which is revalued annually, by reference to the current
share price using the Black Scholes option pricing method with subsequent
changes in fair value being recognised in the income statement.
In accounting for the host debt liability, the effective
interest rate has been calculated and for the host liability component it is
considered to be 6.76%.
3.6 Intangible asset useful economic life
In establishing the useful economic life of intangibles,
management considers and estimates; the expected usage or length of time that
the asset is expected to produce benefits for the business, the estimated
technical obsolescence of the intangible and the maintenance expenditure.
These estimates and judgments are continually evaluated and are
based on historical experience and other factors, including expectations on
future events that are believed to be reasonable under the circumstances.
4 Segment information
The Group's single line of business is the provision of an online platform
offering long term property rental services in the United Kingdom. The Group's
primary reporting format is determined by the geographical segment according
to the location of its establishments. There is currently only one
geographic reporting segment, which is the UK. All revenue is derived from the
single segment. As the Group has only been recently formed there are a
limited number of customers.
5 Revenue
2025 2024
£ £
Revenue from guarantee contracts 2,206,867 1,157,694
Application fees 180,460 116,050
Total net revenue 2,387,327 1,273,744
6 Operating loss
2025 2024
£ £
Operating loss is stated after charging:
Amortisation of intangible assets 187,688 147,824
Depreciation 6,470 5,847
Directors' emoluments 359,014 294,062
Wages and salaries 731,847 536,748
Corporate advisor fees 34,779 26,931
Audit fees 50,000 91,192
Marketing expenses 539,273 223,035
AIM admission expenses 559,204 -
Other admin expenses 801,845 513,868
Total administrative expenses 3,270,120 1,825,833
7 Employee benefit expense
2025 2024
Employees and Directors £ £
Directors' emoluments 359,014 294,062
Wages and salaries 731,847 523,074
Employer pension contributions 21,222 13,674
Social security costs 93,695 54,807
Directors' social security costs 5,952 5,437
1,211,730 891,054
The average monthly number of employees (including directors) during the year
was:
2025 2024
Number Number
Directors 5 5
Staff 19 12
The highest paid director was Paul Foy, CEO, who received a salary of
£159,500 with no other emoluments or benefits. No director has retirement
benefits accruing. The Group identifies its Directors as key management
personnel. Key management are considered to be the directors of the Company
and their emoluments have been included in the table above.
A list of executive directors and their benefits are outlined in the Directors
report.
8 Finance costs
2025 2024
£ £
Loan interest payable 35,409 36,709
35,409 36,709
See note 20 for details on loan interest.
9 Taxation
2025 2024
£ £
Total current tax - -
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (1,565,373) (693,362)
Loss on ordinary activities before taxation multiplied by standard
rate of UK corporation tax of 25% (2024: 25%) (391,343) (173,341)
Effects of:
Non-deductible expenses 1,156 1,734
Adjustment due to local tax rates of trading subsidiaries 12,956 (4,428)
Tax losses carried forward 405,458 170,646
Current tax charge for the year - -
The main rate of UK corporation tax was 25% for the year ended 31 December
2025. The main rate of corporation tax changed to 25% for the financial years
beginning 1 April 2023.
At the reporting end date the Group has unused estimated tax losses of
approximately £6,775,831 (2024: £5,181,156) with estimated deferred tax
assets at the year-end of £1,391,821 (2024: £980,698) which have not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
10 Loss per share
Basic earnings per share is calculated by dividing the earnings attributable
shareholders by the weighted average number of ordinary shares outstanding
during the year. Reconciliations are set
out below:
2025 2024
Losses attributable to ordinary shareholders (1,565,373) (693,362)
Weighted average number of shares 123,865,548 118,177,190
Basic and diluted loss per share (pence) (1.26) (0.59)
As the Group is loss-making, any potentially dilutive instruments would be
considered anti-dilutive, and are disregarded for the purposes of calculating
diluted earnings per share.
11 Dividends
No dividends were paid or proposed for the year ended 31 December 2025 (2024:
nil).
12 Fixed asset investments - Company
2025 2024
Shares in Group Shares in Group
Undertakings Undertakings
£ £
As at 1 January 8,500,501 8,500,501
Additions - -
As at 31 December 8,500,501 8,500,501
The Group had the following subsidiaries at 31 December 2025, both of which
have been included in the Group consolidation:
Name Country of incorporation and place of business Nature of business Proportion of ordinary shares held by parent and Group (%)
Ezylet Ltd Gibraltar Online property portal 100.00
RentGuarantor Limited UK Online property portal 100.00
Ezylet Ltd is registered in Gibraltar at 53/57 Line Wall Road, Gibraltar GX11
1AA
RentGuarantor Limited has the same registered office as the Parent Company.
RentGuarantor Limited, Company Registration No. 10510999, is exempt from the
requirement to have an audit under the exemption available under s479A of the
Companies Act 2006.
13 Intangible assets- Group
Trademarks Database Domain names Development costs Total
£ £ £ £ £
Cost or valuation
As at 1 January 2024 14,757 465,753 7,692 686,629 1,174,831
Additions - - - 194,404 194,404
As at 31 December 2024 14,757 465,753 7,692 881,033 1,369,235
Additions - - - 228,442 228,442
As at 31 December 2025 14,757 465,753 7,692 1,109,475 1,597,677
Accumulated amortisation
As at 1 January 2024 14,211 337,670 7,692 542,507 902,080
Amortisation for year 145 46,575 - 101,104 147,824
As at 31 December 2024 14,356 384,245 7,692 643,611 1,049,904
Amortisation for year 145 46,575 - 140,968 187,688
As at 31 December 2025 14,501 430,821 7,692 784,579 1,237,592
Net book value
As at 31 December 2025 256 34,932 - 324,896 360,085
As at 31 December 2024 401 81,508 - 237,422 319,331
Amortisation of intangible assets is included as part of administration
expenses in the consolidated statement of comprehensive income.
14 Tangible assets - Group
Computer equipment Total
£ £
Cost or Valuation
As at 1 January 2024 23,258 23,258
Additions 2,526 2,526
As at 31 December 2024 25,784 25,784
Additions 15,388 15,388
As at 31 December 2025 41,172 41,172
Accumulated depreciation
As at 1 January 2024 14,067 14,067
Depreciation for the year 5,847 5,847
As at 31 December 2024 19,914 19,914
Depreciation for the year 6,470 6,470
As at 31 December 2025 26,384 26,384
Net Book Value
As at 31 December 2025 14,788 14,788
As at 31 December 2024 5,870 5,870
15 Trade and other receivables
Group Company
2025 2024 2025 2024
£ £ £ £
Current
Prepayments 63,361 14,015 16,815 4,550
Other receivables 39,181 16,634 30,046 15,487
Amounts owed by Group undertakings - current - - - 21,573
Non-Current
Amounts owed by Group undertakings - non-current - - 3,799,580 3,471,500
102,542 30,649 3,846,441 3,513,110
16 Cash and cash equivalents
For the purposes of the Statement of Cash Flows, cash and cash equivalents
include cash at banks and on hand and deposits with banks. Cash and cash
equivalents at the end of the reporting year as shown in the Statement of Cash
Flows can be reconciled to the related items in the Statement of Financial
Position as follows:
Group Company
2025 2024 2025 2024
£ £ £ £
Cash and cash equivalents 2,051,622 272,038 1,976,502 283,242
The carrying amount of cash and cash equivalents approximates to its fair
value.
17 Share capital
Number of shares Ordinary share capital
Allotted, called up and fully paid £
Balance as at 1 January 2024 115,811,750 11,581,175
Shares issued in the year in the parent 2,979,990 297,999
Balance as at 31 December 2024 118,791,740 11,879,174
Shares issued during the year in the parent 26,472,443 2,647,244
Balance as at 31 December 2025 145,264,183 14,526,418
On 6 June 2025 each ordinary share of £1.00 was sub-divided into 10 ordinary
shares of £0.10.
Share capital issued relates to the conversion in June 2025 of £300,275 of
convertible loan notes issued in January 2025 at 24.15p per share for
1,243,083 new ordinary shares of £1 each, together with £150,000 of
convertible loan notes issued in March 2022 converted at 24.15p per share for
new 620,973 ordinary shares. Together with the conversion in September 2025 of
£35,000 of convertible loan notes issued in January 2025 converted at 18p for
194,443 ordinary shares.
Also, part of the share capital issued relates to the subscription of ordinary
shares at an issue price of 25p in June 2025 of new 4,067,910 ordinary shares
which raised £1,016,978, and in November 2025 the subscription of 20,346,034
new ordinary shares at an issue price of 12.5p was issued raising a further
£2,543,254.
Ordinary shares are classified as equity. All issued shares are fully paid.
Warrants
As part of the share subscription in November 2025, the Company agreed to
grant the subscribers warrants of one new ordinary share for every
Subscription Share, exercisable at 17.5p per Ordinary Share at any time from
the date of subscription for one year. The total warrants granted were
19,506,034 new Ordinary Shares with a potential to raise a further
£3,413,556. Post year end, 80,000 shares of the warrants have been exercised.
No value has been recognised for these warrants.
18 Reserves
Full details of movements in reserves are set out in the consolidated
statement of changes in equity on page 34.
The following describes the nature and purpose of each reserve within owners'
equity.
Reserve
Description and Purpose
Share premium Amount subscribed for
share capital in excess of nominal value.
Reorganisation reserve Amounts in excess of nominal value of
share capital issued as consideration for acquisition of more than 90%
ownership. See 2.2 (c).
Retained earnings Cumulative net gains and
losses recognized in the consolidation income statement.
19 Liabilities
Non-current liabilities Group Company
2025 2024 2025 2024
Convertible loan notes £ £ £ £
As at 1 January - 903,253 - 903,253
Issued during the year 455,275 - 455,275 -
Unpaid interest accrued 3,001 12,123 3,001 12,123
Repaid/converted in year (605,275) (272,397) (605,275) (272,397)
Fair value movement 154,251 (240,352) 154,251 (240,352)
Reclassification to current liabilities (7,252) (402,627) (7,252) (402,627)
As at 31 December - - - -
Total non-current liabilities - - - -
Current liabilities Group Company
2025 2024 2025 2024
£ £ £ £
Convertible loan notes 253,001 282,878 253,001 261,425
CLN derivative liability 272,357 118,106 272,357 118,106
Trade payables 299,456 300,058 269,217 152,730
Taxation and social welfare 156,759 153,794 - -
Amounts due to related parties 210,500 632,453 228,565 650,518
Advance payments received - 455,275 - 455,275
Accruals 227,100 126,104 40,000 58,053
Expected credit loss provision 120,468 49,959 - -
Total current liabilities 1,539,641 2,118,627 1,063,140 1,696,107
The fair value of the share option element is revalued annually by reference
to the current share price and has been calculated using the Black Scholes
option pricing method, assuming the inputs shown below:
As at 31 As at 31 As at 31 As at 31 As at grant
December December December December date 7 June
2025 2024 2023 2022 2022
Share price at date of grant / review grant of CLN *£0.305 £2.53 £2.74 £1.85 £1.82
Conversion price £0.305 £2.10 £2.10 £2.10 £2.10
Remaining life of warrant 1.1 years 0.5 years 1.5 years 2.5 years 3 years
Risk free rate at grant 4.48% 4.57% 2.44% 2.44% 2.44%
Volatility 84.12% 5.38% 11.00% 11.00% 11.00%
Dividend yield 0% 0% 0% 0% 0%
Fair value £0.11 £0.47 £0.72 £0.08 £0.09
*On 9 June 2025 the Company undertook a share sub-division where every
existing £1 ordinary share was sub-divided into ten new ordinary shares of
10p each.
Convertible loan notes Liability Derivative Total
component liability
£ £ £
As at 1st January 2024 -
Brought forward 749,299 358,458 1,107,757
Issued in the year - - -
Interest charged 26,071 - 26,071
Interest paid (42,493) - (42,493)
Interest included in accruals - - -
Fair value movement - (44,198) (44,198)
Converted in the year (449,999) (196,154) (646,153)
As at 31st December 2024 282,878 118,106 400,984
Issued in the year 455,275 - 455,275
Interest charged 31,467 - 31,467
Interest paid (61,344) - (61,344)
Fair value movement - 185,148 211,879
Converted/expired in the year (455,275) (30,897) (486,172)
As at 31st December 2025 253,001 272,357 552,089
During the year £150,000 of the carried forward Non-current Convertible Loan
Liability was converted at 24.15p for 620,973 new ordinary shares. In line
with IFRS 9 and IAS 32, the Group has chosen to apply approach 1 when
converting a convertible instrument that is not a compound instrument and
contains an embedded derivative element. This therefore means that the Group
has chosen to recognise the difference between i) the carrying amount of the
debt host contract (convertible loan liability) plus the carrying amount of
the embedded derivative at the date of conversion and ii) the fair value of
the shares issued at the conversion date within profit or loss. The fair value
of the shares was based on the share price at date of conversion of 27.4p.
The derivative element of the liability was therefore revalued at the date of
conversion, and the carrying value was derecognised along with £150k of the
convertible loan liability, which was the proportion of the convertible loan
note which was converted in the year. This movement plus the fair value
movement in the derivative element of the liability in the year, give us the
closing balance of £272,357, which is now recognised as a current liability
within the financial statements, alongside the remaining £250k convertible
loan note liability that has a redemption date of February 2027.
Interest on the loan notes accrues yearly at 6%. Such interest is to be paid
on the first, second- and third-year anniversaries of the deed entered into by
the Company on 7 June 2022 (the "Deed"). The interest charge for the year is
calculated by applying an effective rate of interest of 6.76% to the liability
component for the period since the loan notes were issued, being the interest
rate that would have applied if there were no share option element.
The fair value adjustment is as a result of the increase in the share price of
the Company, which makes it more likely that the loan note holders will
exercise their right to convert the loan notes to share capital.
On 8 January 2025 £455,275 convertible loan notes were issued, subsequently
on 30 June 2025 £300,275 of the convertible loan notes issued were converted
at 24.15p for 1,243,083 new ordinary shares of £1 each. Later, on 30
September 2025 £35,000 of convertible loan notes issued in January 2025 were
converted at 18p for 194,443 new ordinary shares. The remaining £120,000
worth of convertible loan notes were redeemed and repaid in full in quarter
four of 2025.
The Company may convert the principal sum into fully paid Ordinary Shares at
the lower of the share price of the Ordinary Shares of the Company on the
Conversion Date and the average price of the Ordinary Shares traded on the
London Stock Exchange's AIM Market (or other applicable stock exchange) when
calculated across the sixty consecutive days prior to the Conversion Date.
20 Cash generated / (consumed) in operations
Group
2025 2024
£ £
Operating loss (1,565,373) (693,362)
Adjustments for:
Amortisation and depreciation 194,158 153,671
Lease expense - -
Finance costs 35,409 36,709
Revaluation of loan note 154,251 (159,399)
Unpaid interest on loan note 3,001 32,878
Changes in working capital:
- (Increase) / decrease in trade
and other receivables (71,893) (7,923)
- Increase / (decrease) in trade
and other payables (733,236) 867,405
(1,983,683) 229,979
21 Related party transactions - Company
On 18 July 2025, the Company and Paul Foy entered into a director loan
agreement, which formalised an unsecured short term loan provided by Paul Foy
to the Company in the amount of £431,000 (the "Facility"), and provided for
restrictions around the redemption in cash of convertible loan notes
subscribed for by Paul Foy in the aggregate amount of £300,000 (the "PF
Convertible Loan Notes"). The availability period for the Facility was from
the date of the agreement to 31 July 2027 (the "Availability Period"). The
Facility could be utilised by the Company on any Business Day in the
Availability Period. The Company agreed to repay the Facility by way of a
payment of £71,000 three Business Days before Admission and £15,000 per
month commencing July 2025 until December 2026. The monthly payments could be
delayed, accelerated or increased, subject to being assessed by the board, and
the independent non-executive directors would make the final determination on
if such accelerated or increased repayments could be made and to available
funds. No interest accrues or is payable on the Facility. The parties agreed
that the termination date could be extended if agreed in writing. Certain
customary events of default were agreed, however Paul Foy could not declare
repayment of the Facility if the Facility was required for the Company's
working capital during the Availability Period. Customary warranties and
representations were given by the Company. The parties agreed that the PF
Convertible Loan Notes could be repaid in part or in full in cash during the
period commencing from the date of Admission and expiring on the date falling
18 months from such Admission. Any such repayments would be assessed by the
board and the independent non-executive directors would make the final
determination if repayment could be made, subject to available funds
Ezylet Ltd (the licensee) and Paul Foy (the licensor) entered into a licence
to occupy dated 1 July 2024 in respect of the property known as 214B of
approximately 30 square metres on the second floor of Neptune House, Marina
Bay, Gibraltar, GX11 1AA. Pursuant to the licence, a licence fee of £1,500
per calendar month is payable by Ezylet Ltd. The period of the licence
commenced on 1 July 2024 and ends on the date twelve months from 1 July 2024,
or Paul Foy giving notice to Ezylet Ltd at any time of any breach. A deposit
of £1,700 was paid. This licence to occupy was renewed on the same terms for
a further twelve months on 1 July 2025.
Paul Foy provided a letter of support to the Company dated 5 March 2025,
pursuant to which Paul Foy agreed to provide additional working capital as
necessary up to £250,000 to enable the Company to meet its debts as they fall
due for a period of at least twelve months from the date of approval of the
financial statements by way of additional loan notes. The letter also stated
that Paul Foy shall not recall said loan should the Company not have
sufficient funds to service the debt, and Paul Foy confirmed he shall not
redeem the convertible loan note that he currently holds with the Company
within the next 12 months from signing the accounts. This was a letter used to
support the financial year ending 31 December 2024 audit process.
On 18 November 2024, the Company executed a convertible loan note instrument,
pursuant to which up to £500,000 £1 unsecured convertible loan notes 2024
were created, of which a total of £455,274.83 was subscribed for. Paul Foy
subscribed for £80,000 of loan notes (via Southpaw Limited), Emma Foy
subscribed for £20,000 of loan notes, Kieron Becerra subscribed for £10,000
of loan notes, Graham Duncan subscribed for £15,000, David Cliff subscribed
for £10,000 of loan notes (via Syritta Ltd), David Foy subscribed for
£10,000 of loan notes and Caroline Dixon, partner of Paul Foy, subscribed for
£20,000 of loan notes. On 25 June 2025, a total of £300,247.83 excluding
accrued interest (approximately £313,821 including accrued interest) of these
loan notes were converted at a conversion price of 24.15p per new Ordinary
Share (25p per new Ordinary Share including accrued interest). The loan notes
are to be repaid on the date falling on the second anniversary from the date
of the instrument, or earlier on the occurrence of (i) the Company going into
administration, (ii) the Company going into liquidation or dissolution, (iii)
an encumbrancor takes possession of the Company, (iv) the Company stops
carrying on its business; or (v) the Company is deemed unable to pay its debts
for the purposes of section 123 Insolvency Act 1986. During the conversion
period, the loan notes are convertible into ordinary shares in the Company
following the service of a conversion notice in accordance with the
instrument. The conversion price is to be the lower of the share price of the
Ordinary Shares of the Company 10 days after the service of a conversion
notice and the average price of the Ordinary Shares traded on the AQSE when
calculated across sixty consecutive days prior to the conversion date. There
is no fixed floor price. The loan notes have 10% interest and will not be
quoted or listed on any investment exchange. The loan notes are not
transferable. The Company or any noteholder can serve a conversion notice by
no later than 17 November 2026 to convert. Service of a conversion notice is
to be irrevocable. The shares arising on conversion of the loan notes are to
be credited as fully paid and rank pari passu with the ordinary shares in
issue and carry the right to receive all dividends and other distributions.
This instrument is governed by the law of England and Wales.
2025 2024
£ £
Amounts due to related parties - current
Short term loan from Paul Foy 210,000 475,000
Convertible loan notes Paul Foy (incl accrued interest) 253,001 261,425
Shareholder loan David Foy (incl accrued interest) - 156,953
463,001 893,378
Paul Foy, CEO of RentGuarantor was paid £32,959 being 6% interest on the loan
note detailed at Note 19.
David Foy is a related party by virtue of being a family connection to Paul
Foy.
22 Contingencies
Contingent assets
The Group has a contingent asset in respect of the recoveries of insurance
claims paid by the Group on behalf of tenants or insurers for claims on
contracts made, which amounted to £13,792 as at 31 December 2025 (2024:
£2,212).
Contingent liabilities
The Group has no contingent liabilities in respect of legal or other financial
claims arising from the ordinary course of business.
23 Financial risk management
The Group's activities expose it to a variety of financial risks: market risk
(including fair value interest rate risk, cash flow interest rate risk and
price risk), credit risk and liquidity risk.
Financial risk factors
The Group's activities expose it to a variety of risks. The Group's
overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the Group's
financial performance.
a) Cash flow and Interest rate risk
The Group has a loan with a related party at the accounting date.
The Group accounts for the
loan at fair value. The Group does not manage any cash flow
interest rate risk.
b) Market risk
The Group currently operates only in the United Kingdom and is
exposed to market risks in
that jurisdiction. A general economic downturn at a global level,
or in one of the world's leading economies, could also impact on the Company.
In addition, terrorism and other hostilities, as well as disturbances in
worldwide financial markets, could have a negative effect on the
Group. Regulatory requirements, taxes, tariffs and other trade
barriers, price or exchange controls or other governmental policies could also
limit the Group's operations. These risks are also applicable to most
companies and the risk that the Group will be more affected than the majority
of companies is assessed as small.
c) Price risk
The principal activity of the Group is the provision of an online
platform offering long term property rental services in the United Kingdom.
The Group does not have a diversified portfolio of services and is therefore
at risk.
d) Capital risk
The Group takes great care to protect its capital investments.
Significant due diligence is undertaken prior to making any investment. The
investments are closely monitored.
e) Liquidity risk
Liquidity risk is the risk that the Group might be unable to meet its
obligations as they fall due. The Group manages its liquidity by forecasting
cash inflows and outflows on a regular basis. The Group's objective when
managing liquidity is to ensure, as far as possible, that it will have
sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions.
A maturity analysis of the carrying amount of the Group's borrowings is shown
below:
2025 2024
£ £
Less than one year 463,501 915,331
Two to five years - 455,275
463,501 1,370,606
24 Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure appropriate for its growth plans. The Group manages the
capital structure, being cash and cash equivalents, availability of
longer‑term funding, and makes changes in light of movements in economic
conditions. In order to maintain or adjust the capital structure, the Group
may adjust its borrowings and investment decisions. There were no changes to
the objectives, policies or processes either during the year.
The carrying amount of financial instruments at fair value is shown below:
2025 2024
£ £
Cash and cash equivalents 2,051,622 272,038
Convertible loan notes 525,358 400,984
The carrying amount of financial instruments at amortised cost is shown below:
Financial assets 2025 2024
£ £
Trade and other receivables 102,542 30,649
Financial liabilities 2025 2024
£ £
Trade and other payables 683,316 651,989
Borrowings 735,858 1,349,153
25 Subsequent events
The Company has evaluated subsequent events and determined that there have
been no other events that have occurred that would require adjustments to our
disclosures in the consolidated financial statements.
26 Controlling party
There is no controlling party in the Company.
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